##### 



CONFORMED COPY

Dated 8th May, 2003

MBNA EUROPE FUNDING PLC

- and -

MBNA AMERICA BANK, NATIONAL ASSOCIATION

- and -

DEUTSCHE TRUSTEE COMPANY LIMITED
(formerly called Bankers Trustee Company Limited)

_______________________________________________

FOURTH SUPPLEMENTAL TRUST DEED

further modifying and restating the
Trust Deed dated 7th May, 1999
(as previously modified and/or restated)
relating to a 6,000,000,000
Euro Medium Term Note Programme
_______________________________________________

For MBNA Europe Funding plc and
MBNA America Bank, National Association:

ALLEN & OVERY
One New Change
London EC4M 9QQ

For Deutsche Trustee Company Limited
(formerly called Bankers Trustee Company Limited):

LINKLATERS
One Silk Street
London EC2Y 8HQ





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##### 



TABLE OF CONTENTS

|          |  |  |                                                                                            |                                                                                      |  |    |    | 
|--------- |  |  | ------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------ |  | -- | -- | 
|CLAUSE    |  |  |                                                                                            | PAGE                                                                                
|1.        |  |  | Definitions                                                                                |                                                                                      |  | 2  |   
|2.        |  |  | Modifications                                                                              |                                                                                      |  | 2  |   
|3.        |  |  | General                                                                                    |                                                                                      |  | 2  |   
|1.        |  |  | Definitions                                                                                |                                                                                      |  | 1  |   
|2.        |  |  | Amount and Issue of the Notes                                                              |                                                                                      |  | 10 |   
|3.        |  |  | Forms of the Notes                                                                         |                                                                                      |  | 13 |   
|4.        |  |  | Fees, Duties and Taxes                                                                     |                                                                                      |  | 15 |   
|5.        |  |  | Covenant of Compliance                                                                     |                                                                                      |  | 15 |   
|6.        |  |  | Cancellation of Notes and Records                                                          |                                                                                      |  | 16 |   
|7.        |  |  | Status of Senior Notes, Status and Subordination of dated Subordinated Notes
and Guarantee |                                                                                      |  | 17 |   
|8.        |  |  | Non-Payment                                                                                |                                                                                      |  | 21 |   
|9.        |  |  | Application of Moneys                                                                      |                                                                                      |  | 22 |   
|10.       |  |  | Notice of Payments                                                                         |                                                                                      |  | 23 |   
|11.       |  |  | Investment by Trustee                                                                      |                                                                                      |  | 23 |   
|12.       |  |  | Partial Payments                                                                           |                                                                                      |  | 23 |   
|13.       |  |  | Covenants                                                                                  |                                                                                      |  | 23 |   
|14.       |  |  | Remuneration and Indemnification of Trustee                                                |                                                                                      |  | 27 |   
|15.       |  |  | Supplement to Trustee ActS                                                                 |                                                                                      |  | 28 |   
|16.       |  |  | Trustees Liability                                                                        |                                                                                      |  | 32 |   
|17.       |  |  | Trustee Contracting with the Issuer and the Guarantor                                      |                                                                                      |  | 32 |   
|18.       |  |  | Waiver, Authorisation and Determination                                                    |                                                                                      |  | 33 |   
|19.       |  |  | Holder of Definitive Note Assumed to be Receiptholder and Couponholder                     |                                                                                      |  | 34 |   
|20.       |  |  | Currency Indemnity                                                                         |                                                                                      |  | 34 |   
|21.       |  |  | New Trustee                                                                                |                                                                                      |  | 35 |   
|22.       |  |  | Trustees Retirement and Removal                                                           |                                                                                      |  | 35 |   
|23.       |  |  | Trustees Powers to be Additional                                                          |                                                                                      |  | 36 |   
|24.       |  |  | Substitution                                                                               |                                                                                      |  | 36 |   
|25.       |  |  | Notices                                                                                    |                                                                                      |  | 38 |   
|26.       |  |  | Governing Law                                                                              |                                                                                      |  | 39 |   
|27.       |  |  | Submission to Jurisdiction                                                                 |                                                                                      |  | 39 |   
|28.       |  |  | Counterparts                                                                               |                                                                                      |  | 40 |   
|SCHEDULES
|1.        |  |  | Terms and Conditions of the Notes                                                          |                                                                                      |  | 41 |   
|2.        |  |  | Part I Form of Temporary Global Note                                                       |                                                                                      |  | 66 |   
|          |  |  |                                                                                            | Part II Form of Permanent Global Note                                                |  |    | 75 | 
|          |  |  |                                                                                            | Part III Form of Definitive Note                                                     |  |    | 84 | 
|          |  |  |                                                                                            | Part IV Form of Receipt                                                              |  |    | 88 | 
|          |  |  |                                                                                            | Part V Form of Coupon                                                                |  |    | 89 | 
|          |  |  |                                                                                            | Part VI Form of Talon                                                                |  |    | 91 | 
|          |  |  |                                                                                            | Part VII Form of certificate to be presented by Euroclear or
Clearstream, Luxembourg |  |    | 94 | 
|3.        |  |  | Provisions for meetings of Noteholders                                                     |                                                                                      |  | 98 |   





---



##### 



THIS FOURTH SUPPLEMENTAL TRUST DEED is made on 8th May, 2003 BETWEEN:



|(1) |  | MBNA EUROPE FUNDING PLC, a company incorporated with limited liability
under the laws of England and Wales with company number 2950906, whose
registered office is at Stansfield House, Chester Business Park, Chester
CH4 9QQ, United Kingdom (the Issuer);                                                                                                                                                                                                                                                                                                              
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | MBNA AMERICA BANK, NATIONAL ASSOCIATION, a national banking association
organised under the laws of the United States of America, whose principal
office is at 1100 North King Street, Wilmington, DE 19884, United States
of America (the Guarantor); and                                                                                                                                                                                                                                                                                                                
|   
|(3) |  | DEUTSCHE TRUSTEE COMPANY LIMITED(formerly called Bankers Trustee Company
Limited), a company incorporated with limited liability under the laws of
England and Wales, whose registered office is at Winchester House, 1 Great
Winchester Street, London EC2N 2DB, United Kingdom (the Trustee, which
expression shall, wherever the context so admits, include such company and
all other persons or companies for the time being the trustee or trustees
of these presents) as trustee for the Noteholders, Receiptholders and the
Couponholders (each as defined below).

WHEREAS:



|(A) |  | This Fourth Supplemental Trust Deed is supplemental to:
|--- |  | -------------------------------------------------------



| | (i)   |  | the Trust Deed dated 7th May, 1999 (hereinafter called the
Principal Trust Deed) made between the Issuer, the Guarantor and
the Trustee and relating to the 1,500,000,000 (now
6,000,000,000) Euro Medium Term Note Programme (the
Programme);                                                                                                                                                 
| | ----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | the First Supplemental Trust Deed dated 8th May, 2000
(hereinafter called the First Supplemental Trust Deed) made
between the Issuer, the Guarantor and the Trustee and modifying the
provisions of the Principal Trust Deed;                                                                                                                                                                      
|
| | (iii) |  | the Second Supplemental Trust Deed dated 4th May, 2001
(hereinafter called the Second Supplemental Trust Deed) made
between the Issuer, the Guarantor and the Trustee and modifying and
restating the Principal Trust Deed (as previously modified); and                                                                                                                                           
|
| | (iv)  |  | the Third Supplemental Trust Deed dated 8th May, 2002
(hereinafter called the Third Supplemental Trust Deed) made
between the Issuer, the Guarantor and the Trustee and modifying and
restating the Principal Trust Deed (as previously modified)
(together with the Principal Trust Deed, the First Supplemental
Trust Deed and the Second Supplemental Trust Deed, the Subsisting
Trust Deeds).



|(B) |  | On 8th May, 2003, the Issuer published a modified Offering Circular
relating to the Programme (the Offering Circular).                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(C) |  | By virtue of Clause 18(B) of the Principal Trust Deed, the Trustee may
without the consent or sanction of the Noteholders, the Receiptholders or
Couponholders at any time and from time to time concur with the Issuer (as
therein defined) in making any modification, inter alia, to these presents
(other than as therein provided) which in the opinion of the Trustee it
may be proper to make PROVIDED THAT the Trustee is of the opinion that
such modification will not be materially prejudicial to the interests of
the Noteholders.





---



##### 



2



|(D) |  | The Issuer has requested the Trustee to concur in making further
modifications to the Trust Deed to reflect the relevant modifications to
the Offering Circular referred to in Recital (B) above.                                                                                                                                                                       
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(E) |  | The Trustee, being of the opinion that it is proper to make the further
modifications and that they are not materially prejudicial to the
interests of the Noteholders, has concurred with the Issuer in making such
modifications and, as evidenced by its execution hereof, has agreed that
notice of such further modifications need not be given to the Noteholders.

NOW THIS FOURTH SUPPLEMENTAL TRUST DEED WITNESSES AND IT IS HEREBY DECLAREDas
follows:



|1. |  | DEFINITIONS                                                                                                                                                                
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | All words and expressions defined in the Subsisting Trust Deeds shall,
unless the context otherwise requires, have the same meaning in this
Fourth Supplemental Trust Deed.



|2. |  | MODIFICATIONS
|-- |  | -------------
|  
|   |  | Save:        



| | (i)  |  | in relation to all Series of Notes issued during the period
up to and including the day last preceding the date of this Fourth
Supplemental Trust Deed and any Notes issued on or after the date of
this Fourth Supplemental Trust Deed so as to be consolidated and
form a single Series with the Notes of any Series issued during the
period up to and including such last preceding day; and
| | ---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | for the purpose (where necessary) of construing the
provisions of this Fourth Supplemental Trust Deed,                                                                                                                                                                                                                                                                                          



| |  | with effect on and from the date of this Fourth Supplemental Trust Deed:
| |  | ------------------------------------------------------------------------



| | (a) |  | the Principal Trust Deed (as previously modified and/or
restated) is further modified in such manner as would result in the
Principal Trust Deed being in the form set out in the Schedule
hereto and shall henceforth have effect as so modified;                                                          
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | the provisions of the Principal Trust Deed (as previously
modified and/or restated) insofar as the same still have effect
shall cease to have effect and in lieu thereof the provisions of the
Principal Trust Deed as so modified (and being in the form set out
in the Schedule hereto) shall have effect.



|3.  |  | GENERAL                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(A) |  | The provisions of the Principal Trust Deed (as previously modified and/or
restated) as further modified and restated by this Fourth Supplemental
Trust Deed shall be valid and binding obligations of each of the Issuer,
the Guarantor and the Trustee and the provisions of the Principal Trust
Deed (as previously modified and/or restated) shall continue to be valid
and binding obligations of the Issuer and the Guarantor, in each case in
respect of all Notes issued by the Issuer under the Programme prior to the
date hereof and any Notes issued on or after the date of this Fourth
Supplemental Trust Deed so as to be consolidated and form a single series
with the Notes of any series issued prior to the date of this Fourth
Supplemental Trust Deed.



---



##### 



3



|(B) |  | The Subsisting Trust Deeds and this Fourth Supplemental Trust Deed shall
henceforth be read and construed together as one trust deed.                                                                                           
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(C) |  | A memorandum of this Fourth Supplemental Trust Deed shall be endorsed by
the Trustee on the original of the Principal Trust Deed and by the Issuer
and the Guarantor on their respective duplicates of the Principal Trust
Deed.



---



##### 



THIS TRUST DEEDis made on 7th May, 1999 BETWEEN:



|(1) |  | MBNA EUROPE FUNDING PLC, a company incorporated with limited liability
under the laws of England and Wales with company number 2950906, whose
registered office is at Stansfield House, Chester Business Park, Chester
CH4 9QQ, United Kingdom (the Issuer);                                                                                                                                                                                                                                                                                                                  
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | MBNA AMERICA BANK, NATIONAL ASSOCIATION, a national banking association
organised under the laws of the United States of America, whose principal
office is at 1100 North King Street, Wilmington, DE 19884, United States
of America (the Guarantor); and                                                                                                                                                                                                                                                                                                                    
|   
|(3) |  | DEUTSCHE TRUSTEE COMPANY LIMITED(formerly called Bankers Trustee Company
Limited), a company incorporated with limited liability under the laws of
England and Wales, whose registered office is at Winchester House, 1 Great
Winchester Street, London EC2N 2DB, United Kingdom (the Trustee, which
expression shall, wherever the context so admits, include such company and
all other persons or companies for the time being the trustee or trustees
of these presents) as trustee for the Noteholders, the Receiptholders and
the Couponholders (each as defined below).

WHEREAS:



|(1) |  | Pursuant to a resolution of the Board of Directors of the Issuer passed
on 6th May, 1999 the Issuer has resolved to establish a single Euro Medium
Term Note Programme pursuant to which the Issuer may from time to time
issue Senior Notes and Dated Subordinated Notes under the guarantee of the
Guarantor, all as set out therein and herein. Notes up to a maximum
nominal amount (calculated in accordance with Clause 3(5) of the Programme
Agreement (as defined below)) from time to time outstanding of
6,000,000,000 (subject to increase as provided in the Programme
Agreement) (the Programme Limit) may be issued pursuant to the said
Programme.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Pursuant to a resolution of the Treasury and Loan Committee of the Board
of Directors of the Guarantor passed on 15th April, 1999 and 15th May,
1999 respectively, the Guarantor has resolved to guarantee all Notes
issued under the said Programme by the Issuer and to enter into certain
covenants as set out in this Trust Deed.                                                                                                                                                                                                                                                                                                                               
|   
|(3) |  | 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:



|1.  |  | DEFINITIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(A) |  | IN these presents unless there is anything in the subject or context
inconsistent therewith the following expressions shall have the following
meanings:                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    |  | Agency Agreement means the agreement dated 7th May, 1999, as amended
and/or supplemented and/or restated from time to time, pursuant to which
the Issuer and the Guarantor have appointed the Agent and the other
Paying Agents in relation to all or any Series of the Notes and any other
agreement for the time being in force appointing further or other Paying
Agents or another Agent in relation to all or any Series of the Notes, or
in connection with their duties, the terms of which have previously been
approved in writing by





---



##### 



2



| |  | the Trustee, together with any agreement for the time being in force
amending or modifying with the prior written approval of the Trustee any
of the aforesaid agreements;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Agent means, in relation to all or any Series of the Notes, Deutsche
Bank AG London at its office at Winchester House, 1 Great Winchester
Street, London EC2N 2DB, United Kingdom, or, if applicable, any Successor
agent in relation thereto;                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |  | Appointee means any person appointed by the Trustee under these
presents;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | Auditors means the auditors for the time being of the Issuer or, as the
case may be, MBNA Corporation or, in the event of their being unable or
unwilling promptly to carry out any action requested of them pursuant to
the provisions of these presents, such other firm of accountants as may
be nominated or approved by the Trustee for the purposes of these
presents after consultation with the Issuer or, as the case may be, the
Guarantor;                                                                                                                                                                                                                   
|
| |  | Calculation Agent means, in relation to all or any Series of the Notes,
the person appointed as such from time to time pursuant to the provisions
of the Agency Agreement or any Successor calculation agent in relation
thereto;                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |  | Clearstream, Luxembourg means Clearstream Banking, société anonyme;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |  | Conditions means, in relation to the Notes of any Series, the terms and
conditions endorsed on or incorporated by reference into the Note or
Notes constituting such Series, such terms and conditions being in or
substantially in the form set out in the First Schedule or in such other
form, having regard to the terms of issue of the Notes of the relevant
Series, as may be agreed between the Issuer, the Agent, the Trustee and
the relevant Dealer(s) as modified and supplemented by the Pricing
Supplement applicable to the Notes of the relevant Series, in each case
as from time to time modified in accordance with the provisions of these
presents;
|
| |  | Coupon means an interest coupon appertaining to a Definitive Note
(other than a Zero Coupon Note), such coupon being:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   



| | (i)   |  | if appertaining to a Fixed Rate Note, in the form or
substantially in the form set out in Part V A of the Second Schedule
or in such other form, having regard to the terms of issue of the
Notes of the relevant Series, as may be agreed between the Issuer,
the Agent, the Trustee and the relevant Dealer(s); or                                                                   
| | ----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | if appertaining to a Floating Rate Note, an Index Linked
Interest Note or a Dual Currency Interest Note, in the form or
substantially in the form set out in Part V B of the Second Schedule
or in such other form, having regard to the terms of issue of the
Notes of the relevant Series, as may be agreed between the Issuer,
the Agent, the Trustee and the relevant Dealer(s); or
|
| | (iii) |  | if appertaining to a Definitive Note which is neither a
Fixed Rate Note, a Floating Rate Note, an Index Linked Interest Note
nor a Dual Currency Interest Note, in such form as may be agreed
between the Issuer, the Agent, the Trustee and the relevant
Dealer(s),                                                                                                                   



| |  | and includes, where applicable, the Talon(s) appertaining thereto and any
replacements for Coupons and Talons issued pursuant to Condition 10;
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------



---



##### 



3



| |  | Couponholders means the several persons who are for the time being
holders of the Coupons and includes, where applicable, the Talonholders;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Dated Subordinated Note means a Note specified as such in the
applicable Pricing Supplement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |  | Dealers means ABN AMRO Bank N.V., Barclays Bank PLC, Citigroup Global
Markets Limited, Credit Suisse First Boston (Europe) Limited, Deutsche
Bank AG London, J.P. Morgan Securities Ltd., Lehman Brothers
International (Europe), and WestLB AG and any other entity which the
Issuer may appoint as a Dealer and notice of whose appointment has been
given to the Agent and the Trustee by the Issuer in accordance with the
provisions of the Programme Agreement but excluding any entity whose
appointment has been terminated in accordance with the provisions of the
Programme Agreement and notice of which termination has been given to the
Agent and the Trustee by the Issuer in accordance with the provisions of
the Programme Agreement and references to a relevant Dealer or
relevant Dealer(s) mean, in relation to any Tranche or Series of Notes,
the Dealer or Dealers with whom the Issuer has agreed the issue of the
Notes of such Tranche or Series and Dealer means any one of them;                                                                                                                                                                                                                                                     
|
| |  | Definitive Note means a bearer Note in definitive form issued or, as
the case may require to be issued by the Issuer in accordance with the
provisions of the Programme Agreement or any other agreement between the
Issuer and the relevant Dealer(s), the Agency Agreement and these
presents in exchange for either a Temporary Global Note or part thereof
or a Permanent Global Note (all as indicated in the applicable Pricing
Supplement), such bearer Note in definitive form being in the form or
substantially in the form set out in Part III of the Second Schedule with
such modifications (if any) as may be agreed between the Issuer, the
Agent, the Trustee and the relevant Dealer(s) and having the Conditions
endorsed thereon or, if permitted by the relevant Stock Exchange,
incorporating the Conditions by reference (where applicable to this Trust
Deed) as indicated in the applicable Pricing Supplement and having the
relevant information supplementing, replacing or modifying the Conditions
appearing in the applicable Pricing Supplement endorsed thereon or
attached thereto and (except in the case of a Zero Coupon Note in bearer
form) having Coupons and, where appropriate, Receipts and/or Talons
attached thereto on issue;
|
| |  | Dual Currency Interest Note means a Note in respect of which payments
of interest are made or to be made in such different currencies, and at
rates of exchange calculated upon such basis or bases, as the Issuer and
the relevant Dealer may agree as indicated in the applicable Pricing
Supplement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |  | Early Redemption Amount has the meaning ascribed thereto in Condition
6(e);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | Euroclear means Euroclear Bank S.A./N.V., as operator of the Euroclear
System;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | Event of Default means any of the conditions, events or acts provided
in Condition 9 to be events upon the happening of which the Notes of any
Series would, subject only to notice by the Trustee as therein provided,
become immediately due and repayable;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  | Extraordinary Resolution has the meaning ascribed thereto in paragraph
20 of the Third Schedule;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |  | Fixed Rate Note means a Note on which interest is calculated at a fixed
rate payable in arrear on a fixed date or fixed dates in each year and on
redemption or on such other dates as                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    





---



##### 



4



| |  | may be agreed between the Issuer and the relevant Dealer(s) (as indicated
in the applicable Pricing Supplement);                                                                                                                                                                                                                                                   
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Floating Rate Note means a Note on which interest is calculated at a
floating rate payable 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 Issuer and the relevant Dealer(s) (as indicated in the applicable
Pricing Supplement);                                                  
|
| |  | Global Note means a Temporary Global Note and/or a Permanent Global
Note, as the context may require;                                                                                                                                                                                                                                                            
|
| |  | Guarantee means the guarantee in the form set out in Clause 7(C)(5) of
this Trust Deed;                                                                                                                                                                                                                                                                          
|
| |  | indebtedness for moneys borrowed has the meaning ascribed thereto in
Condition 9(a);                                                                                                                                                                                                                                                                             
|
| |  | Index Linked Interest Note means a Note in respect of which the amount
payable in respect of interest is calculated by reference to such index
and/or formula or to changes in the prices of securities or commodities
or to such other factors as the Issuer and the relevant Dealer(s) may
agree (as indicated in the applicable Pricing Supplement);          
|
| |  | Index Linked Note means an Index Linked Interest Note and/or an Index
Linked Redemption Amount Note, as applicable;                                                                                                                                                                                                                                              
|
| |  | Index Linked Redemption Amount Note means a Note in respect of which
the amount payable in respect of principal is calculated by reference to
such index and/or formula or to changes in the prices of securities or
commodities or to such other factors as the Issuer and the relevant
Dealer(s) may agree (as indicated in the applicable Pricing Supplement);
|
| |  | Interest Commencement Date means, in the case of interest-bearing
Notes, the date specified in the applicable Pricing Supplement from (and
including) which such Notes bear interest, which may or may not be the
Issue Date;                                                                                                                                    
|
| |  | Interest Payment Date means, in relation to any Floating Rate Note or
Indexed Interest Note, either:                                                                                                                                                                                                                                                             



| | (i)  |  | the date which falls the number of months or other period
specified as the Specified Period in the applicable Pricing
Supplement after the preceding Interest Payment Date or the Interest
Commencement Date (in the case of the first Interest Payment Date);
or
| | ---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | such date or dates as are indicated in the applicable Pricing
Supplement;                                                                                                                                                                                          



| |  | Issue Date means, in respect of any Note, the date of issue and
purchase of such Note pursuant to and in accordance with the Programme
Agreement or any other agreement between the Issuer and the relevant
Dealer(s), being in the case of any Definitive Note represented initially
by a Temporary Global Note or a Permanent Global Note, the same date as
the date of issue of the Temporary Global Note or the Permanent Global
Note which initially represented such Note;
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Issue Price means the price, generally expressed as a percentage of the
nominal amount of the Notes, at which the Notes will be issued;                                                                                                                                                                                                                                                                                                                                         





---



##### 



5



| |  | Liability means any loss, damage, cost, charge, claim, demand, expense,
judgment, action, proceeding or other liability whatsoever (including,
without limitation, in respect of taxes, duties, levies, imposts and
other charges) and including any value added tax or similar tax charged
or chargeable in respect thereof and legal fees and expenses;
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | London Business Day has the meaning set out in Condition 4(b)(v);                                                                                                                                                                                                                                                                                        
|
| |  | Maturity Date means the date on which it is expressed to be redeemable
without regard to any early redemption provision contained in the
Conditions;                                                                                                                                                                                                     
|
| |  | month means calendar month;                                                                                                                                                                                                                                                                                                                              
|
| |  | Note means a note issued pursuant to the Programme and denominated in
such currency or currencies as may be agreed between the Issuer and the
relevant Dealer(s) which:                                                                                                                                                                                  



| | (i)  |  | has such maturity as may be agreed between the Issuer and the
relevant Dealer(s), subject to such minimum or maximum maturity as
may be allowed or required from time to time by the relevant central
bank (or equivalent body) or any laws or regulations applicable to
the Issuer or the relevant currency; and
| | ---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | has such denomination as may be agreed between the Issuer and
the relevant Dealer(s), subject to such minimum denomination as may
be allowed or required from time to time by the relevant central
bank (or equivalent body) or any laws or regulations applicable to
the relevant currency,                     



| |  | issued or to be issued by the Issuer pursuant to the Programme Agreement
or any other agreement between the Issuer and the relevant Dealer(s), the
Agency Agreement and these presents and which shall, in the case of
Notes, 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 Pricing Supplement) and includes any
replacements for a Note issued pursuant to Condition 10;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Noteholders means the several persons who are for the time being
holders of outstanding Notes save that, in respect of the Notes of any
Series, for so long as such Notes or any part thereof are represented by
a Global Note deposited with a common depositary for Euroclear and
Clearstream, Luxembourg 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 Issuer, the Guarantor 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;





---



##### 



6



| |  | notice means, in respect of a notice to be given to Noteholders, a
notice validly given pursuant to Condition 13;
| |  | -------------------------------------------------------------------------------------------------------------------
|
| |  | outstanding means, in relation to the Notes of all or any Series, all
the Notes of such Series issued other than:



| | (a) |  | those Notes which have been redeemed pursuant to these
presents;                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | those Notes in respect of which the date for redemption in
accordance with the Conditions has occurred and the redemption
moneys (including all interest payable thereon) have been duly paid
to the Trustee or to the Agent in the manner provided in the Agency
Agreement (and where appropriate notice to that effect has been
given to the relative Noteholders in accordance with Condition 13)
and remain available for payment against presentation of the
relevant Notes and/or Receipts and/or Coupons;
|
| | (c) |  | those Notes which have been purchased and cancelled in
accordance with Conditions 6(h) and 6(i);                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (d) |  | those Notes which have become void under Condition 8;                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | (e) |  | those mutilated or defaced Notes which have been surrendered
and cancelled and in respect of which replacements have been issued
pursuant to Condition 10;                                                                                                                                                                                                                                                                                                                                                      
|
| | (f) |  | (for the purpose only of ascertaining the nominal amount of
the Notes outstanding and without prejudice to the status for any
other purpose of the relevant Notes) those Notes which are alleged
to have been lost, stolen or destroyed and in respect of which
replacements have been issued pursuant to Condition 10; and                                                                                                                                                                                     
|
| | (g) |  | any 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 THAT for each of the following purposes, namely:
| |  | ---------------------------------------------------------



| | (i)   |  | the right to attend and vote at any meeting of the holders of
the Notes of any Series;                                                                                                                                                                      
| | ----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | the determination of how many and which Notes of any Series
are for the time being outstanding for the purposes of Clause 8(A),
Conditions 9 and 14 and paragraphs 2, 5, 6 and 9 of the Third
Schedule;                                                     
|
| | (iii) |  | any discretion, power or authority (whether contained in
these presents or vested by operation of law) which the Trustee is
required, expressly or impliedly, to exercise in or by reference to
the interests of the holders of the Notes of any Series; and
|
| | (iv)  |  | the determination by the Trustee whether any event,
circumstance, matter or thing is, in its opinion, materially
prejudicial to the interests of the holders of the Notes of any
Series,                                                                    



| |  | those Notes of the relevant Series (if any) which are for the time being
held by or on behalf of the Issuer, the Guarantor or any other Subsidiary
of the Guarantor, in each case as
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





---



##### 



7



| |  | beneficial owner, shall (unless and until ceasing to be so held) be
deemed not to remain outstanding;                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Paying Agents means, in relation to all or any Series of the Notes, the
several institutions (including, where the context permits, the Agent) at
their respective specified offices initially appointed as paying agents
in relation to such Notes by the Issuer and the Guarantor pursuant to the
Agency Agreement and/or, if applicable, any Successor paying agents in
relation thereto;                                                                                                                                                                      
|
| |  | Permanent Global Note means a global note in the form or substantially
in the form set out in Part II of the Second Schedule with such
modifications (if any) as may be agreed between the Issuer, the Agent,
the Trustee and the relevant Dealer(s), together with the copy of the
applicable Pricing Supplement annexed thereto, comprising some or all of
the Notes of the same Series, issued by the Issuer pursuant to the
Programme Agreement or any other agreement between the Issuer and the
relevant Dealer(s), the Agency Agreement and these presents;
|
| |  | Potential Event of Default means any condition, event or act which,
with the lapse of time and/or the giving of notice and/or the issue of
any certificate, would constitute an Event of Default;                                                                                                                                                                                                                                                                                                                                                                 
|
| |  | Pricing Supplement has the meaning set out in the Programme Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | Programme means the Euro Medium Term Note Programme established by, or
otherwise contemplated in, the Programme Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | Programme Agreement means the agreement of even date herewith between
the Issuer, the Guarantor 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;                                                                                                                                                                                                                                          
|
| |  | Receipt means 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 the form set out in
Part IV of the Second Schedule or in such other form as may be agreed
between the Issuer, the Agent, the Trustee and the relevant Dealer(s) and
includes any replacements for Receipts issued pursuant to Condition 10;                                                                                                                            
|
| |  | Receiptholders means the several persons who are for the time being
holders of the Receipts;                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |  | Reference Banks means, in relation to the Notes of any relevant Series,
the several banks initially appointed as reference banks and/or, if
applicable, any Successor reference banks in relation thereto;                                                                                                                                                                                                                                                                                                                                                        
|
| |  | Relevant Date has the meaning set out in Condition 7;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  | repay, redeem and pay shall each include both the others and
cognate expressions shall be construed accordingly;                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |  | Senior Creditors of the Guarantor has the meaning ascribed thereto in
Condition 2(e);                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  | Senior Creditors of the Issuer has the meaning ascribed thereto in
Condition 2(d);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                





---



##### 



8



| |  | Senior Note means a Note specified as such in the applicable Pricing
Supplement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 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) 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |  | Specified Amount has the meaning ascribed thereto in Condition 9(a);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |  | Stock Exchange means the Luxembourg Stock Exchange, or any other or
further stock exchange(s) on which any Notes may from time to time be
listed, and references in these presents to the relevant Stock Exchange
shall, in relation to any Notes, be references to the Stock Exchange on
which such Notes are, from time to time, or are intended to be, listed;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |  | Subsidiary has the meaning ascribed thereto in Condition 9(a);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | Successor means, in relation to the 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 agent, paying agents, reference
banks and calculation agent (as the case may be) in relation to the Notes
as may (with the prior approval of, and on terms previously approved by,
the Trustee in writing) from time to time be appointed as such, and/or,
if applicable, such other or further specified offices (in the 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 Issuer and the
Guarantor 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 pursuant to
Clause 13(xiii) in accordance with Condition 13;
|
| |  | Successor in Business means in relation to any relevant company any
company which, as the result of any amalgamation, merger or
reconstruction:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          



| | (i)  |  | owns beneficially the whole or substantially the whole of the
undertaking, property and assets owned by such relevant company
immediately prior thereto; and          
| | ---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | carries on, as successor to such relevant company, the whole
or substantially the whole of the business carried on by such
relevant company immediately prior thereto;



| |  | Talonholders means the several persons who are for the time being
holders of the Talons;                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Talons means the talons (if any) appertaining to, and exchangeable in
accordance with the provisions therein contained for further Coupons
appertaining to, the Definitive Notes (other than the Zero Coupon Notes),
such talons being in the form or substantially in the form set out in
Part VI of the Second Schedule or in such other form as may be agreed
between the Issuer, the Agent, the Trustee and the relevant Dealer(s) and
includes any replacements for Talons issued pursuant to Condition 10;





---



##### 



9



| |  | Temporary Global Note means a temporary global note in the form or
substantially in the form set out in Part I of the Second Schedule with
such modifications (if any) as may be agreed between the Issuer, the
Agent, the Trustee and the relevant Dealer(s), together with the copy of
the applicable Pricing Supplement annexed thereto, comprising some or all
of the Notes of the same Series, issued by the Issuer pursuant to the
Programme Agreement or any other agreement between the Issuer and the
relevant Dealer(s), the Agency Agreement and these presents;
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | these presents means this Trust Deed and the Schedules and any trust
deed supplemental hereto and the Schedules (if any) thereto and the
Notes, the Receipts, the Coupons, the Talons, the Conditions and, unless
the context otherwise requires, the Pricing Supplements, all as from time
to time modified in accordance with the provisions herein or therein
contained;                                                                                                                                                                                                
|
| |  | Tranche means all Notes which are identical in all respects (including
as to listing);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |  | Trust Corporation means a corporation entitled by rules made under the
Public Trustee Act 1906 of Great Britain or entitled pursuant to any
other comparable legislation applicable to a trustee in any other
jurisdiction to carry out the functions of a custodian trustee;                                                                                                                                                                                                                                                                                              
|
| |  | Trustee Acts means the Trustee Act 1925 and the Trustee Act 2000 of
Great Britain;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |  | Zero Coupon Note means a Note on which no interest is payable;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  | words denoting the singular shall include the plural and vice versa;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |  | words denoting one gender only shall include the other genders; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |  | words denoting persons only shall include firms and corporations
and vice versa.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             



|(B) | (i)   |  | All references in these presents to principal and/or principal amount
and/or interest in respect of the Notes or to any moneys payable by the
Issuer under these presents shall, unless the context otherwise requires,
be construed in accordance with Condition 5(f).                                                                                                                                                                                                                        
|--- | ----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | (ii)  |  | All references in these presents to any statute or any
provision of any statute shall be deemed also to refer to any
statutory modification or re-enactment thereof or any statutory
instrument, order or regulation made thereunder or under any such
modification or re-enactment.                                                                                                                                                                                                           
|   
|    | (iii) |  | All references in these presents to guarantees or to an
obligation being guaranteed shall be deemed to include respectively
references to indemnities or to an indemnity being given in respect
thereof.                                                                                                                                                                                                                                                                                       
|   
|    | (iv)  |  | All references in these presents to any action, remedy or
method of proceeding for the enforcement of the rights of creditors
shall be deemed to include, in respect of any jurisdiction other
than England, references to such action, remedy or method of
proceeding for the enforcement of the rights of creditors available
or appropriate in such jurisdiction as shall most nearly approximate
to such action, remedy or method of proceeding described or referred
to in these presents.





---



##### 



10



| | (v)    |  | All references in these presents to Euroclear and/or
Clearstream, Luxembourg shall, whenever the context so permits, be
deemed to include references to any additional or alternative
clearing system as is approved by the Issuer, the Agent and the
Trustee or as otherwise specified in the applicable Pricing
Supplement.
| | ------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (vi)   |  | Unless the context otherwise requires words or expressions
used in these presents shall bear the same meanings as in the
Companies Act 1985 of Great Britain.                                                                                                                                                                
|
| | (vii)  |  | In this Trust Deed references to Schedules, Clauses,
sub-clauses, paragraphs and sub-paragraphs shall be construed as
references to the Schedules to this Trust Deed and to the Clauses,
sub-clauses, paragraphs and sub-paragraphs of this Trust Deed
respectively.                                                         
|
| | (viii) |  | In these presents tables of contents and Clause headings are
included for ease of reference and shall not affect the construction
of these presents.                                                                                                                                                                         



|(C) |  | Words and expressions defined in these presents or the Agency Agreement
or used in the applicable Pricing Supplement shall have the same meanings
where used herein unless the context otherwise requires or unless
otherwise stated 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 Pricing Supplement, the applicable Pricing
Supplement shall prevail.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(D) |  | All references in these presents to the relevant currency shall be
construed as references to the currency in which payments in respect of
the Notes and/or Receipts and/or Coupons of the relevant Series are to be
made as indicated in the applicable Pricing Supplement.                                                                                                                                                                                                                                                               
|   
|(E) |  | All references in these presents to listing and listed shall include
references to quotation and quoted respectively.                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|(F) |  | A person who is not a party to this Trust Deed or any Trust Deed
supplemental hereto has no right under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this Trust Deed or any Trust Deed
supplemental hereto, but this does not affect any right or remedy of a
third party which exists or is available apart from that Act.                                                                                                                                                                                       



|2.  |  | AMOUNT AND ISSUE OF THE NOTES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(A) |  | Amount of the Notes, Pricing Supplements 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 London Business Day
preceding each proposed Issue Date, the Issuer shall deliver or cause to
be delivered to the Trustee a copy of the applicable Pricing Supplement
in relation to the proposed 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.





---



##### 



11



|    |  | Before the first issue of Notes occurring after each anniversary of this
Trust Deed, the Issuer or, as the case may be, the Guarantor will procure
that a further legal opinion or further legal opinions in such form and
with such content as the Trustee may reasonably require from the legal
advisers specified in the Programme Agreement 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(s) in a form satisfactory to the
Trustee shall be a further condition precedent to the issue of those
Notes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(B) |  | Covenant to repay principal and to pay interest:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|    |  | The Issuer covenants with the Trustee that it will, as and when the Notes
of any Series or any of them 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
nominal 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 in the meantime and until redemption
in full of the Notes of such Series (both before and after any judgment
or other order of a court of competent jurisdiction) unconditionally pay
or procure to be paid to or to the order of the Trustee as aforesaid
interest (which shall accrue from day to day) on the nominal amount of
the Notes outstanding of such Series at rates and/or in amounts
calculated from time to time in accordance with, or specified in, and on
the dates provided for in, the Conditions (subject to Clause 2(D))
PROVIDED THAT:



| | (i)   |  | every payment of principal or interest or other sum due in
respect of the Notes made to or to the order of the Agent in the
manner provided in the Agency Agreement shall be in satisfaction pro
tantoof the relative covenant by the Issuer in this Clause
contained in relation to the Notes of such Series except to the
extent that there is a default in the subsequent payment thereof in
accordance with the Conditions to the relevant Noteholders,
Receiptholders or Couponholders (as the case may be);                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | in the case of any payment of principal made to the Trustee
or the Agent after the due date or on or after accelerated maturity
following an Event of Default interest shall continue to accrue on
the nominal amount of the relevant Notes (except in the case of Zero
Coupon Notes to which the provisions of Condition 6(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
14 days after the day on which the whole of such principal amount,
together with an amount equal to the interest which has accrued and
is to accrue pursuant to this proviso up to and including that date,
has been received by the Trustee or the Agent); and
|
| | (iii) |  | in any case where payment of the whole or any part of the
principal amount of any Note is improperly withheld or refused upon
due presentation thereof (other than in circumstances contemplated
by (ii) above) interest shall accrue on the nominal amount of such
Note (except in the case of Zero Coupon Notes to which the
provisions of Condition 6(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 and including the date of such withholding or refusal up to and
including the date on which notice is given to the relevant
Noteholder (either individually or in accordance with Condition 13)
that the full                                                                                                                                                                                             





---



##### 



12



| |  |  | amount (including interest as aforesaid) in the relevant currency
in respect of such Note is available for payment.
| |  |  | -------------------------------------------------------------------------------------------------------------------



|    |  | 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.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(C) |  | Trustees requirements regarding Paying Agents etc:                                                                                                                    
|   
|    |  | At any time after an Event of Default or a Potential Event of Default
shall have occurred, the Trustee may:                                                            



| | (i) |  | by notice in writing to the Issuer, the Guarantor, the Agent
and the other Paying Agents require the Agent and the other Paying
Agents pursuant to the Agency Agreement:
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | to act thereafter as Agent and other Paying
Agents respectively of the Trustee in relation to payments to
be made by or on behalf of the Trustee under the terms of
these presents mutatis mutandison the terms provided in the
Agency Agreement (save that the Trustees liability under any
provisions thereof for the indemnification, remuneration and
payment of out-of-pocket expenses of the Agent and the other
Paying Agents shall be limited to the amounts for the time
being held by the Trustee on the trusts of these presents
relating to the Notes of the relevant Series and the relative
Receipts and Coupons and available for such purpose) and
thereafter to hold all Notes, Receipts and Coupons and all
sums, documents and records held by them in respect of Notes,
Receipts and Coupons on behalf of the Trustee; or

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | to deliver up all Notes, Receipts and Coupons and
all sums, documents and records held by them in respect of
Notes, Receipts and Coupons, in each case held by them in
their capacity as Agent or other Paying Agent, to the Trustee
or as the Trustee shall direct in such notice provided that
such notice shall be deemed not to apply to any documents or
records which the Agent or other Paying Agent is obliged not
to release by any law or regulation; and



| | (ii) |  | by notice in writing to the Issuer and the Guarantor 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 Agent and, with effect from the issue of any such notice
to the Issuer and the Guarantor and until such notice is withdrawn,
proviso (i) to sub-clause (B) of this Clause shall cease to have
effect.
| | ---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(D) |  | If the Floating Rate Notes or Index Linked Interest Notes of any Series
become immediately due and repayable under Condition 9 the rate and/or
amount of interest payable in respect of them will be calculated 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 9 except that the
rates of interest need not be published.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(E) |  | Currency of payments:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|    |  | All payments in respect of, under and in connection with these presents
and the Notes of any Series to the relevant Noteholders, Receiptholders
and Couponholders shall be made in the relevant currency.                                                                                                                                                                                                                                                                                                                                                         





---



##### 



13



|(F) |  | Further Notes:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | The Issuer shall be at liberty from time to time (but subject always to
the provisions of these presents) without the consent of the Noteholders,
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.                                      
|   
|(G) |  | Separate Series:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    |  | The Notes of each Series shall form a separate Series of Notes and
accordingly, unless for any purpose the Trustee in its absolute
discretion shall otherwise determine, the provisions of this Clause and
of Clauses 3 to 20 (both inclusive), 21(B) and the Third Schedule 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
and Talons and Talonholders shall be construed accordingly.



|3.  |  | FORMS OF THE NOTES
|--- |  | ------------------
|   
|(A) |  | Global Notes:     



| | (i) |  | THE Notes of each Tranche will initially be represented by
either:
| | --- |  | ------------------------------------------------------------------

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | a single Temporary Global Note which 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; or

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | (in case the Notes in a tranche have a maturity
date of 183 days or less from their issue date and face or
principal amount in excess of U.S.$500,000 and only in this
case), a single Permanent Global Note which 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 provisions of such Permanent Global Note.



| |      |  | All Global Notes shall be prepared, completed and delivered to a
common depositary for Euroclear and Clearstream, Luxembourg in
accordance with the provisions of the Programme Agreement or to
another appropriate depositary in accordance with any other
agreement between the Issuer and the relevant Dealer(s) and, in
each case, the Agency Agreement.
| | ---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | Each Temporary Global Note shall be printed or typed in the
form or substantially in the form set out in Part I of the Second
Schedule and may be a facsimile. Each                                                                                                                                                                                         





---



##### 



14



| |       |  | Temporary Global Note shall have annexed thereto a copy of the
applicable Pricing Supplement and shall be signed manually or in
facsimile by a person duly authorised by the Issuer on behalf of
the Issuer and shall be authenticated by or on behalf of the Agent.
Each Temporary Global Note so executed and authenticated shall be
a binding and valid obligation of the Issuer and title thereto
shall pass by delivery.                                                                                                                                                                     
| | ----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (iii) |  | Each Permanent Global Note shall be printed or typed in the
form or substantially in the form set out in Part II of the Second
Schedule and may be a facsimile. Each Permanent Global Note shall
have annexed thereto a copy of the applicable Pricing Supplement and
shall be signed manually or in facsimile by a person duly authorised
by the Issuer on behalf of the Issuer and shall be authenticated by
or on behalf of the Agent. Each Permanent Global Note so executed
and authenticated shall be a binding and valid obligation of the
Issuer and title thereto shall pass by delivery.



|(B) |  | Definitive Notes:
|--- |  | -----------------



| | (i)  |  | The Definitive Notes, the Receipts, the Coupons and the
Talons shall be payable to bearer in the respective forms or
substantially in the respective forms set out in Parts III, IV, V
and VI, respectively, of the Second Schedule. 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 Pricing Supplement (or the relevant
provisions thereof). Title to the Definitive Notes, the Receipts,
the Coupons and the Talons shall pass by delivery.
| | ---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | The Definitive Notes, the Receipts, the Coupons and the
Talons shall be signed manually or in facsimile by two Directors of
the Issuer or two duly authorised officers of the Issuer on behalf
of the Issuer and, in the case of Definitive Notes, shall be
authenticated by or on behalf of the Agent. The Definitive Notes,
the Receipts, the Coupons and the Talons so executed and, in the
case of Definitive Notes, authenticated shall be binding and valid
obligations of the Issuer. No Definitive Note and none of the
Receipts, Coupons or Talons appertaining to such Definitive Note
shall be binding or valid until such Definitive Notes, Receipts,
Coupons or Talons shall have been executed and, in the case of
Definitive Notes, authenticated as aforesaid.                                                                                                                                                                                                                                                                                               



|(C) |  | Facsimile signatures:                                                                                                                                                                                                                                                                                                                                              
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | The Issuer may use the facsimile signature of any person who at the date
such signature is affixed to a Global Note, Definitive Note, Receipt,
Coupon or Talon is duly authorised by the Issuer or is a Director of the
Issuer notwithstanding that at the time of issue of such Note he may have
ceased for any reason to be so authorised or to hold such office.
|   
|(D) |  | Persons to be treated as Noteholders:                                                                                                                                                                                                                                                                                                                              
|   
|    |  | Except as ordered by a court of competent jurisdiction or as required by
law, the Issuer, the Guarantor, the Trustee, the Agent and the other
Paying Agents (notwithstanding any notice to                                                                                                                                                                         





---



##### 



15



| |  | the contrary and whether or not it is overdue and notwithstanding any
notation of ownership or writing thereon or notice of any previous loss
or theft thereof) may (i) for the purpose of making payment thereon or on
account thereof deem and treat the bearer of any Global Note, Definitive
Note, Receipt, Coupon or Talon as the absolute owner thereof and of all
rights thereunder free from all encumbrances, and shall not be required
to obtain proof of such ownership or as to the identity of the bearer,
and (ii) for all other purposes deem and treat:
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | the bearer of any Definitive Note, Receipt, Coupon or Talon;
and                                                                                                                                                                                                                         
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | each person for the time being shown in the records of
Euroclear or Clearstream, Luxembourg or such other additional or
alternative clearing system approved by the Issuer, the Agent and
the Trustee, as having a particular nominal amount of Notes credited
to his securities account,



|    |  | as the absolute owner thereof free from all encumbrances and shall not be
required to obtain proof of such ownership or as to the identity of the
bearer of any Global Note, Definitive Note, Receipt, Coupon or Talon.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(E) |  | Certificates of Euroclear and Clearstream, Luxembourg:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|    |  | 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 letter of confirmation issued on behalf of Euroclear or
Clearstream, Luxembourg or any form of record made by any of them or such
other 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. Except
in the case of manifest error as aforesaid, 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.



|4. |  | FEES, DUTIES AND TAXES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | THE Issuer will pay any stamp and other duties and taxes payable (i) in
the United Kingdom, Belgium or Luxembourg on or in connection with the
execution and delivery of these presents or the constitution and original
issue of the Notes, the Receipts and the Coupons and (ii) in any
jurisdiction on or in connection with 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 enforce the provisions of
these presents.



|5. |  | COVENANT OF COMPLIANCE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | EACH of the Issuer and the Guarantor severally 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 Notes, the
Receipts and the Coupons shall be held subject to the provisions
contained in these presents and the Conditions shall be binding on the
Issuer, the Guarantor, the Trustee, the Noteholders, the Receiptholders
and the Couponholders and all persons claiming through or under them. The
Trustee shall be entitled to enforce the obligations of the Issuer and
the Guarantor under the Notes, the Receipts, the Coupons and the
Conditions in the manner therein provided as if the same were set out and





---



##### 



16



| |  | 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(A) |  | THE Issuer shall procure by the appointment of the Agent that all Notes
issued by it (i) redeemed or (ii) purchased by or on behalf of the Issuer,
the Guarantor or any other Subsidiary of the Guarantor and surrendered for
cancellation or (iii) which, being mutilated or defaced, have been
surrendered and replaced pursuant to Condition 10 (together in each case
with all unmatured Receipts and Coupons attached thereto or delivered
therewith) and, in the case of Definitive Notes, 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 10 shall forthwith be cancelled by or on behalf of the Issuer
and a certificate stating:



| | (a) |  | the aggregate nominal amount of Notes which have been
redeemed and the amounts paid in respect thereof and the aggregate
amounts in respect of Receipts and Coupons which have been paid;                                                                                                                                                                                                         
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | the serial numbers of such Notes in definitive form and
Receipts;                                                                                                                                                                                                                                                                                                                                 
|
| | (c) |  | the total numbers (where applicable, of each denomination) by
maturity date of such Receipts and Coupons;                                                                                                                                                                                                                                                                                         
|
| | (d) |  | the aggregate amount of interest paid (and the due dates of
such payments) on Global Notes;                                                                                                                                                                                                                                                                                                       
|
| | (e) |  | the aggregate nominal amount of Notes (if any) which have
been purchased by or on behalf of the Issuer, the Guarantor or any
other Subsidiary of the Guarantor and cancelled and the serial
numbers of such Notes in definitive form and the total number (where
applicable, of each denomination) by maturity date of the Receipts,
Coupons and Talons attached thereto or surrendered therewith;
|
| | (f) |  | the aggregate nominal amounts of Notes and Receipts and the
aggregate amounts in respect of Coupons which have been so
surrendered and replaced and the serial numbers of such Notes in
definitive form and the total number (where applicable, of each
denomination) by maturity date of such Coupons and Talons;                                                                                
|
| | (g) |  | the total number (where applicable, of each denomination) by
maturity date of the unmatured Coupons missing from Definitive Notes
bearing interest at a fixed rate which have been redeemed or
surrendered and replaced and the serial numbers of the Definitive
Notes to which such missing unmatured Coupons appertained; and                                                                   
|
| | (h) |  | the total number (where applicable, of each denomination) by
maturity date of Talons which have been exchanged for further
Coupons                                                                                                                                                                                                                                                                



| |  | shall be given to the Trustee by or on behalf of the Issuer as soon as
possible and in any event within four months after the date of such
redemption, purchase, payment, exchange or replacement (as the case may
be). The Trustee may accept such certificate as conclusive evidence of
redemption, purchase, exchange or replacement pro tantoof the Notes or
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





---



##### 



17



|    |  | payment of interest thereon or exchange of the relative Talons
respectively and of cancellation of the relative Notes and Coupons.                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(B) |  | The Issuer shall procure (i) that the Agent shall keep a full and
complete record of all Notes, Receipts, Coupons and Talons issued by it
(other than serial numbers of Receipts and Coupons) and of their
redemption or purchase and cancellation and of all replacement notes,
receipts, coupons or talons issued in substitution for lost, stolen,
mutilated, defaced or destroyed Notes, Receipts, Coupons or Talons and
(ii) that such records and Coupons (if any) shall be made available to the
Trustee at all reasonable times during normal business hours.



|7.  |  | STATUS OF SENIOR NOTES, STATUS AND SUBORDINATION OF DATED SUBORDINATED
NOTES AND GUARANTEE                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(A) |  | Status of Senior Notes and the relative Receipts and Coupons                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|    |  | IF the Notes are specified as Senior Notes in the applicable Pricing
Supplement, the Notes and any relative Receipts and Coupons are direct,
unconditional, unsubordinated and unsecured obligations of the Issuer and
rank pari passuamong themselves 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.                                                      
|   
|(B) |  | Status and Subordination of Dated Subordinated Notes                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|(1) |  | Status of Dated Subordinated Notes and the relative Receipts and Coupons                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|    |  | If the Notes are specified as Dated Subordinated Notes in the applicable
Pricing Supplement, the Notes and any relative Receipts and Coupons
constitute unsecured obligations of the Issuer and rank pari passu
without any preference among themselves and the claims of the
Noteholders, Receiptholders and Couponholders in respect thereof will, in
the event of the winding up of the Issuer, be subordinated in right of
payment in the manner provided below to the claims of all Senior
Creditors of the Issuer.
|   
|(2) |  | Subordination                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           



| | (a) |  | In the event of the winding up of the Issuer, all amounts in
respect of the Notes and the relative Receipts and Coupons paid to
the Trustee by the liquidator of the Issuer in the winding up of the
Issuer (including for the avoidance of doubt pursuant to Clause 20)
shall be held by the Trustee upon trust;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |       |  |                                                                                                                                                                                                                                                                                                                    
| |  | ----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (i)   |  | first for payment or satisfaction of all amounts
then due and unpaid under Clauses 14 and/or 15(J) to the
Trustee and/or any Appointee:                                                                                                                                                                            
| |  |       |  |                                                                                                                                                                                                                                                                                                                    
| |  | (ii)  |  | secondly for payment of claims of all Senior
Creditors of the Issuer in the winding up of the Issuer to the
extent that such claims are admitted to proof the winding up
(not having been satisfied out of the other resources of the
Issuer) excluding interest accruing after commencement of the
winding up; and
| |  |       |  |                                                                                                                                                                                                                                                                                                                    
| |  | (iii) |  | thirdly as to the balance (if any) for payment
pari passuand rateably of the amounts owing on or in respect
of the Notes and the relative Receipts and Coupons.                                                                                                                                                    





---



##### 



18



| | (b) |  | The trust secondly mentioned in paragraph (a) of this
sub-clause (2) may be performed by the Trustee paying over to the
liquidator for the time being in the winding up of the Issuer the
amounts received by the Trustee as aforesaid (less any amounts
thereof applied in the implementation of the trust first mentioned
in paragraph (a) of this sub-clause (2)) on terms that such
liquidator shall distribute the same accordingly and the receipt of
such liquidator for the same shall be a good discharge to the
Trustee for the performance by it of the trust secondly mentioned in
paragraph (a) of this sub-clause (2).
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (c) |  | The Trustee shall be entitled and it is hereby authorised to
call for and to accept as conclusive evidence thereof a certificate
from the liquidator for the time being of the Issuer as to:                                                                                                                                                                                                                                                                                                                                                                                                                                        

| |  |      |  |                                                                                                                        
| |  | ---- |  | -----------------------------------------------------------------------------------------------------------------------
| |  | (i)  |  | the amount of the claims of the Senior Creditors
of the Issuer referred to in paragraph (a) of this sub-clause
(2); and
| |  |      |  |                                                                                                                        
| |  | (ii) |  | the persons entitled thereto and their respective
entitlements.                                                        



| | (d) |  | The perpetuity period for the purposes of the trusts
mentioned in this sub-clause (2) shall be 80 years from the date of
this Trust Deed.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------



|(3) |  | Set-off                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | In relation to Dated Subordinated Notes of the Issuer subject to
applicable law, no Noteholder, Receiptholder or Couponholder may exercise
or claim any right of set-off in respect of any amount owed to it by the
Issuer arising under or in connection with the Notes or any relative
Receipts or Coupons and each Noteholder, Receiptholder and Couponholder
shall, by virtue of his subscription, purchase or holding of any Dated
Subordinated Note, Receipt or Coupon be deemed to have waived all such
rights of set-off.
|   
|(C) |  | Status of Guarantee and Guarantee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|(1) |  | Status of the Guarantee in respect of the Senior Notes                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    |  | The obligations of the Guarantor under the Guarantee in respect of the
Senior Notes and the relative Receipts and Coupons are direct,
unconditional, unsubordinated and unsecured obligations of the Guarantor
and (save for deposits and certain other obligations required to be
preferred by law) rank equally with all other unsecured obligations
(other than subordinated obligations, if any) of the Guarantor, from time
to time outstanding.                                                                            
|   
|(2) |  | Status of the Guarantee in respect of the Dated Subordinated Notes                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|    |  | The obligations of the Guarantor under the Guarantee in respect of the
Dated Subordinated Notes and the relative Receipts and Coupons constitute
unsecured obligations of the Guarantor and the claims of the Noteholders,
the Receiptholders and the Couponholders pursuant thereto will, in the
event of the winding up of the Guarantor, be subordinated in right of
payment in the manner provided in this Trust Deed to the claims of all
Senior Creditors of the Guarantor.                                                





---



##### 



19



|(3) |  | Subordination of Guarantee in respect of the Dated Subordinated Notes
|--- |  | ---------------------------------------------------------------------



| | (a) |  | In the event of the receivership or winding up of the
Guarantor, all amounts in respect of the Notes and the relative
Receipts and Coupons paid to the Trustee by the receiver or, as the
case may be, the liquidator of the Guarantor in the winding up of
the Guarantor (including for the avoidance of doubt pursuant to
Clause 20) shall be held by the Trustee upon trust:
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | ----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (i)   |  | first for payment or satisfaction of all amounts
then due and unpaid under Clauses 14 and/or 15(J) to the
Trustee and/or any Appointee;                                                                                                                                                                                                                                                                                                       
| |  |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | (ii)  |  | secondly for payment of claims of all Senior
Creditors of the Guarantor in the receivership or, as the case
may be, winding up of the Guarantor to the extent that such
claims are admitted to proof in the receivership or, as the
case may be, winding up (not having been satisfied out of the
other resources of the Guarantor) excluding interest accruing
after commencement of the receivership or, as the case may be,
winding up; and
| |  |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | (iii) |  | thirdly as to the balance (if any) for payment
pari passuand rateably of the amounts owing on or in respect
of the Notes and the relative Receipts and Coupons.                                                                                                                                                                                                                                                                               



| | (b) |  | The trust secondly mentioned in paragraph (a) of this
sub-clause (3) may be performed by the Trustee paying over to the
receiver or, as the case may be, the liquidator for the time being
in the receivership or, as the case may be, the winding up of the
Guarantor the amounts received by the Trustee as aforesaid (less any
amounts thereof applied in the implementation of the trust first
mentioned in paragraph (a) of this sub-clause (3)) on terms that
such receiver or, as the case may be, the liquidator shall
distribute the same accordingly and the receipt of such receiver or,
as the case may be, the liquidator for the same shall be a good
discharge to the Trustee for the performance by it of the trust
secondly mentioned in paragraph (a) of this sub-clause (3).
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (c) |  | The Trustee shall be entitled and it is hereby authorised to
call for and to accept as conclusive evidence thereof a certificate
from the receiver or, as the case may be, the liquidator for the
time being of the Guarantor as to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

| |  |      |  |                                                                                                                           
| |  | ---- |  | --------------------------------------------------------------------------------------------------------------------------
| |  | (i)  |  | the amount of the claims of the Senior Creditors
of the Guarantor referred to in paragraph (a) of this
sub-clause (3); and
| |  |      |  |                                                                                                                           
| |  | (ii) |  | the persons entitled thereto and their respective
obligations.                                                            



| | (d) |  | The perpetuity period for the purposes of the trusts
mentioned in this sub-clause (3) shall be 80 years from the date of
this Trust Deed.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------



|(4) |  | Set-off                                                                                                                                                                                                                                                                                                                                                                    
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | In relation to Dated Subordinated Notes guaranteed by the Guarantor,
subject to applicable law, no Noteholder, Receiptholder or Couponholder
may exercise or claim any rights of set-off in respect of any amount owed
to it by the Guarantor arising under or in connection with the Guarantee
and each Noteholder, Receiptholder and Couponholder shall, by virtue of
his





---



##### 



20



|    |  | subscription, purchase or holding of any Dated Subordinated Note, Receipt
or Coupon, be deemed to have waived all such rights of set off.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------
|   
|(5) |  | Guarantee                                                                                                                                



| | (i)   |  | The Guarantor hereby irrevocably and unconditionally
guarantees to the Trustee the due and punctual payment in accordance
with the provisions of these presents of all amounts payable by the
Issuer under or pursuant to these presents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | If the Issuer fails for any reason whatsoever punctually to
pay any amount payable by the Issuer under or pursuant to these
presents, the Guarantor shall cause each and every such payment to
be made as if the Guarantor instead of the Issuer were expressed to
be the primary obligor in respect of such amounts under these
presents and not merely as surety (but without affecting the
Issuers obligations) to the intent that the holder of the relevant
Note, Receipt or Coupon or the Trustee (as the case may be) shall
receive the same amounts in respect of principal, interest or such
other amount as would have been receivable had such payments been
made by the Issuer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | (iii) |  | If any payment received by the Trustee or any Noteholder or
Receiptholder or Couponholder under the provisions of these presents
shall (whether on the subsequent bankruptcy, insolvency or corporate
reorganisation of the Guarantor or, without limitation, on any other
event) be avoided or set aside for any reason, such payment shall
not be considered as discharging or diminishing the liability of the
Guarantor and this guarantee shall continue to apply as if such
payment had at all times remained owing by the Issuer and the
Guarantor shall indemnify the Trustee and the Noteholders and/or
Receiptholders and/or Couponholders (as the case may be) in respect
thereof PROVIDED THAT the obligations of the Guarantor under this
sub-clause shall, as regards each payment made to the Trustee or any
Noteholder or Receiptholder or Couponholder which is avoided or set
aside, be contingent upon such payment being reimbursed to the
Issuer or other persons entitled through the Issuer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (iv)  |  | The Guarantor hereby agrees that its obligations under this
Clause shall be unconditional and that the Guarantor shall be fully
liable irrespective of the validity, regularity, legality or
enforceability against the Issuer of, or of any defence or
counter-claim whatsoever available to the Issuer in relation to, its
obligations under these presents, whether or not any action has been
taken to enforce the same or any judgment obtained against the
Issuer, whether or not any of the other provisions of these presents
have been modified, whether or not any time, indulgence, waiver,
authorisation or consent has been granted to the Issuer by or on
behalf of the Noteholders or the Receiptholders or the Couponholders
or the Trustee, whether or not any determination has been made by
the Trustee pursuant to Clause 18(A), whether or not there have been
any dealings or transactions between the Issuer, any of the
Noteholders or Receiptholders or Couponholders or the Trustee,
whether or not the Issuer has been dissolved, liquidated, merged,
consolidated, bankrupted or has changed its status, functions,
control or ownership, whether or not the Issuer has been prevented
from making payment by foreign exchange provisions applicable at its
place of registration or incorporation and whether or not any other
circumstances have occurred which might otherwise constitute a legal
or equitable discharge of or defence to a guarantor. Accordingly the
validity of this guarantee shall not be affected by reason of any
invalidity, irregularity, illegality or unenforceability of all or
any of the obligations of the Issuer under these presents and this
guarantee shall





---



##### 



21



| |       |  | not be discharged nor shall the liability of the Guarantor under
these presents be affected by any act, thing or omission or means
whatever whereby its liability would not have been discharged if it
had been the principal debtor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (v)   |  | Without prejudice to the provisions of Clause 8(A), the
Trustee may determine from time to time whether or not it will
enforce this guarantee which it may do without making any demand of
or taking any proceedings against the Issuer and may from time to
time make any arrangement or compromise with the Guarantor in
relation to this guarantee which the Trustee may consider expedient
in the interests of the Noteholders.                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (vi)  |  | The Guarantor waives diligence, presentment, demand of
payment, filing of claims with a court in the event of dissolution,
liquidation, merger or bankruptcy of the Issuer, any right to
require a proceeding first against the Issuer, protest or notice
with respect to these presents or the indebtedness evidenced thereby
and all demands whatsoever and covenants that this guarantee shall
be a continuing guarantee, shall extend to the ultimate balance of
all sums payable and obligations owed by the Issuer under these
presents, shall not be discharged except by complete performance of
the obligations in these presents and is additional to, and not
instead of, any security or other guarantee or indemnity at any time
existing in favour of any person, whether from the Guarantor or
otherwise.
|
| | (vii) |  | If any moneys shall become payable by the Guarantor under
this guarantee the Guarantor shall not, so long as the same remain
unpaid, without the prior written consent of the Trustee:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

| |  |     |  |                                                                                                                                                                                                                                            
| |  | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (a) |  | in respect of any amounts paid by it under this
guarantee, exercise any rights of subrogation or contribution
or, without limitation, any other right or remedy which may
accrue to it in respect of or as a result of any such payment;
or
| |  |     |  |                                                                                                                                                                                                                                            
| |  | (b) |  | in respect of any other moneys for the time being
due to the Guarantor by the Issuer, claim payment thereof or
exercise any other right or remedy;                                                                                         



| |  |  | (including in either case claiming the benefit of any security or
right of set-off or, on the liquidation of the Issuer, proving in
competition with the Trustee). If, notwithstanding the foregoing,
upon the bankruptcy, insolvency or liquidation of the Issuer, any
payment or distribution of assets of the Issuer of any kind or
character, whether in cash, property or securities, shall be
received by the Guarantor before payment in full of all amounts
payable under these presents shall have been made to the
Noteholders, the Receiptholders, the Couponholders and the Trustee,
such payment or distribution shall be received by the Guarantor on
trust to pay the same over immediately to the Trustee for
application in or towards the payment of all sums due and unpaid
under these presents in accordance with Clause 9.
| |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|8.  |  | NON-PAYMENT                                                                                                                                                                           
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(A) |  | THE Trustees rights and duties, and the rights of Noteholders,
Receiptholders and Couponholders, as to the recovery of amounts owing on
the Notes are set out in Condition 9.        
|   
|(B) |  | Should the Trustee (or any Noteholder, Receiptholder or Couponholder
where entitled under these presents so to do) take any legal proceedings
against the Issuer and/or the Guarantor:





---



##### 



22



| | (a) |  | proof therein that, as regards any specified Note, default
has been made by the Issuer or, as the case may be, the Guarantor in
paying any principal and/or (where the same is not paid against
presentation of a Coupon) interest due to the relative Noteholder
shall (unless the contrary be proved) be sufficient evidence that
like default has been made as regards all other Notes in respect of
which a corresponding payment is then due; and
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | proof therein that, as regards any specified Coupon, default
has been made by the Issuer or, as the case may be, the Guarantor in
paying any interest due to the relative Couponholder shall (unless
the contrary be proved) be sufficient evidence that like default has
been made as regards all other Coupons in respect of which a
corresponding payment is then due;                                                                             



| |  | and for the purposes of (a) and (b) above a payment shall be a
corresponding payment notwithstanding that it is due in respect of a
Note of a different denomination from that in respect of the above
specified Note or specified Coupon.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|9. |  | APPLICATION OF MONEYS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | ALL moneys received by the Trustee under these presents shall, unless and
to the extent attributable in the opinion of the Trustee to a particular
Series of the Notes, be apportioned pari passuand rateably between each
Series of the Notes, and all moneys received by the Trustee under these
presents to the extent attributable in the opinion of the Trustee to a
particular Series of the Notes or which are apportioned to such Series as
aforesaid (including any moneys which represent principal or interest in
respect of Notes, Receipts or Coupons which have become void under
Condition 8) shall be held by the Trustee upon trust to apply them
(subject to Clause 11 and, in the case of Dated Subordinated Notes only,
Clauses 7(B)(2) and 7(C)(3)):
|  
|   |  | FIRST in payment or satisfaction of all amounts then due and unpaid under
Clauses 14 and/or 15(J) to the Trustee and/or any Appointee;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|   |  | SECONDLY in or towards payment pari passuand rateably of all principal
and interest then due and unpaid in respect of the Notes of that Series;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   |  | THIRDLY in or towards payment pari passuand rateably of all principal
and interest then due and unpaid in respect of the Notes of each other
Series; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   |  | FOURTHLY in payment of the balance (if any) to the Issuer or, as the case
may be, the Guarantor (without prejudice to, or liability in respect of,
any question as to how such payment to the Issuer or, as the case may be,
the Guarantor shall be dealt with as between the Issuer or, as the case
may be, the Guarantor and any other person).                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   |  | Without prejudice to the provisions of this Clause, if the Trustee shall
hold any moneys which represent principal or interest in respect of
Notes, Receipts or Coupons which have become void under Condition 8, the
Trustee shall (subject to payment, or provision for the payment or
satisfaction, of all amounts then due and unpaid under Clauses 14 and/or
15(J) to the Trustee and/or any Appointee) pay the same to the Issuer or,
as the case may be, the Guarantor.                                                                                                                                                                                                                                                                                           





---



##### 



23



|10. |  | NOTICE OF PAYMENTS                                                                                                                                                                                                                                                          
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | THE Trustee shall give notice to the relevant Noteholders in accordance
with Condition 13 of the day fixed for any payment to them under Clause
9. Such payment may be made in accordance with Condition 5 and any
payment so made shall be a good discharge to the Trustee.



|11. |  | INVESTMENT BY TRUSTEE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(A) |  | IF the amount of the moneys at any time available for the payment of
principal and interest in respect of the Notes issued by the Issuer under
Clause 9 shall be less than 10 per cent. of the nominal amount of the
Notes issued by the Issuer then outstanding the Trustee may at its
discretion invest such moneys in some or one of the investments authorised
below. The Trustee at its discretion may vary such investments and may
accumulate such investments and the resulting income until the
accumulations, together with any other funds for the time being under the
control of the Trustee and available for such purpose, amount to at least
10 per cent. of the nominal amount of the Notes issued by the Issuer then
outstanding and then such accumulations and funds shall be applied under
Clause 9.                                                                                                                                                                                                                                                                                                                                                               
|   
|(B) |  | Any moneys which under the trusts of these presents ought to or may be
invested by the Trustee may be invested in the name or under the control
of the Trustee in any investments for the time being authorised by law for
the investment by trustees of trust moneys or in any other investments
whether similar to the aforesaid or not which may be selected by the
Trustee or by placing the same on deposit in the name or under the control
of the Trustee at such bank or other financial institution and in such
currency as the Trustee may think fit. If that bank or institution is the
Trustee or a subsidiary, holding or associated company of the Trustee, it
need only account for an amount of interest equal to the amount of
interest which would, at then current rates, be payable by it on such a
deposit to an independent customer. The Trustee may at any time vary any
such investments for or into other investments or convert any moneys so
deposited into any other currency and shall not be responsible for any
loss resulting from any such investments or deposits, whether due to
depreciation in value, fluctuations in exchange rates or otherwise.



|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 the 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                                                                                                                                                                    
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(A) |  | SO long as any of the Notes or the relative Receipts or Coupons remains
outstanding, each of the Issuer and the Guarantor severally covenants with
the Trustee that it shall:



| | (i) |  | give or procure to be given to the Trustee such information
and evidence (other than financial statements which are generally
publicly available by electronic means) as it shall reasonably
require and in such form as it shall reasonably require (including
without limitation the procurement by the Issuer or the Guarantor
(as the case may
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





---



##### 



24



| |       |  | be) of all such certificates called for by the Trustee pursuant to
Clause 15(C)) for the purpose of the discharge or exercise of the
duties, trusts, powers, authorities and discretions vested in it
under these presents or by operation of law;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | cause to be prepared and certified by the Auditors in respect
of each financial accounting period financial statements in relation
to the Issuer or MBNA Corporation (as the case may be) in such form
as will comply with all relevant legal requirements and all
requirements for the time being of the relevant Stock Exchange;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (iii) |  | at all times keep proper books of account and procure that
the Guarantors Subsidiaries keep proper books of account and at any
time after the occurrence of an Event of Default or potential Event
of Default so far as permitted by applicable law allow the Trustee
and any person appointed by the Trustee to whom the Issuer or, as
the case may be, the Guarantor shall have no reasonable objection
free access to such books of account of the Issuer or the Guarantor
at all reasonable times during normal business hours;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (iv)  |  | so far as is permitted by applicable law, send to the Trustee
(in addition to any copies to which it may be entitled as a holder
of any securities of the Issuer or the Guarantor) two copies of
every balance sheet, profit and loss account, report and notice of
general meeting and every other document (other than financial
statements which are generally publicly available by electronic
means) which the Issuer or, as the case may be, the Guarantor
believes to be material to the interests of the Noteholders issued
or sent to its shareholders, in their capacity as such, together
with any of the foregoing, and every document (other than financial
statements which are generally publicly available by electronic
means) which the Issuer or, as the case may be, the Guarantor
believes to be material to the interests of the Noteholders issued
or sent to holders of securities other than its shareholders
(including the Noteholders), in their capacity as such, as soon as
practicable after the issue or publication thereof in any event, not
more than 180 days after issue or publication;                                                                                       
|
| | (v)   |  | forthwith upon becoming aware thereof give notice in writing
to the Trustee of the occurrence of any Event of Default or any
Potential Event of Default;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (vi)  |  | give to the Trustee (a) within seven days after demand by the
Trustee therefor and (b) (without the necessity for any such demand)
as soon as reasonably practicable after the publication of the
audited financial statements of the Issuer and the unaudited
financial statements of the Guarantor (as the case may be) in
respect of each financial period commencing with the financial
period ending on 31st December, 2002 and in any event not later than
180 days after the end of each such financial period a certificate
of each of the Issuer and the Guarantor signed respectively by two
Directors of the Issuer or two authorised officers of the Issuer and
two Directors of the Guarantor or two authorised officers of the
Guarantor to the effect that to the best of their knowledge,
information and belief (aa) as at a date not more than seven days
before delivering such certificate (the certification date) there
did not exist and had not existed since the 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);





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##### 



25



| | (vii)  |  | 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 to give effect to these presents;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (viii) |  | at all relevant times maintain an Agent, Reference Banks and other
Paying Agents in accordance with the Conditions;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (ix)   |  | procure the Agent to notify the Trustee forthwith in the
event that the Agent does not, on or before the due date for any
payment in respect of the Notes or any of them or any of the
Receipts or the Coupons, receive unconditionally pursuant to the
Agency Agreement payment of the full amount in the relevant currency
of the moneys payable on such due date on all such Notes, Receipts
or Coupons as the case may be;                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | (x)    |  | in the event of the unconditional payment to the Agent of any
sum due in respect of the Notes or any of them or any of the
Receipts or the Coupons being made after the due date for payment
thereof forthwith give or procure to be given notice to the relevant
Holders in accordance with Condition 13 that such payment has been
made;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | (xi)   |  | if the applicable Pricing Supplement indicates that the Notes
are listed, use all reasonable endeavours to maintain the listing of
the Notes on the relevant Stock Exchange or, if it is unable to do
so having used all reasonable endeavours, use all reasonable
endeavours to obtain and maintain a quotation or listing of the
Notes on such other stock exchange or exchanges or securities market
or markets as the Issuer and the Guarantor may (with the prior
approval of the Trustee) decide and shall also upon obtaining a
quotation or listing of the Notes 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;
|
| | (xii)  |  | give notice to the Noteholders in accordance with Condition
13 of any appointment, resignation or removal of any Agent,
Reference Bank or other Paying Agent (other than the appointment of
the initial Agent, Reference Banks or other Paying Agents) after
having obtained the prior written approval of the Trustee thereto or
any change of any Paying Agents specified office and (except as
provided by the Agent Bank Agreement or the Agency Agreement or the
Conditions) at least 30 days prior to such event taking effect;
PROVIDED ALWAYS THAT so long as any of the Notes remains outstanding
in the case of the termination of the appointment of the Agent no
such termination shall take effect until a new Agent (as the case
may be) has been appointed on terms previously approved in writing
by the Trustee;                                                                       
|
| | (xiii) |  | obtain the prior written approval of the Trustee to, and promptly
give to the Trustee two copies of, the form of every notice given to
the Noteholders in accordance with Condition 13 (such approval,
unless so expressed, not to constitute approval for the purposes of
section 21 of the Financial Services and Markets Act 2000 of the
United Kingdom (the FSMA) of a communication within the meaning of
section 21 of the FSMA);                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (xiv)  |  | if payments of principal or interest in respect of the Notes
or the relative Receipts or Coupons by the Issuer or the Guarantor
shall become subject generally to the taxing jurisdiction of any
territory or any authority therein or thereof having power to tax
other than or in addition to the United Kingdom (in the case of the
Issuer) or the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    



---



##### 



26



| |       |  | United States of America (in the case of the Guarantor) or any such
authority therein or thereof, 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 appropriately modifying the provisions of Condition
7 so that such Condition shall, in substitution for (or, as the
case may be, in addition to) the references therein to the United
Kingdom (in the case of the Issuer) or the United States of America
(in the case of the Guarantor) or any authority therein or thereof
having power to tax, make reference to that other or additional
territory or any authority therein or thereof having power to tax
to whose taxing jurisdiction such payments shall have become
subject as aforesaid;
| | ----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (xv)  |  | comply with and perform all its obligations under the Agency
Agreement and use all reasonable endeavours to procure that the
Agent and the Paying Agents comply with and perform all their
respective obligations thereunder and that the Calculation Agent
complies with and performs all its obligations under the relative
calculation agency agreement and not make any amendment or
modification to the Agency Agreement or the relative calculation
agency agreement without the prior written approval of the Trustee;                                                                                                                                                                                                                                                                                                           
|
| | (xvi) |  | in order to enable the Trustee to ascertain the nominal
amount of Notes of each Series for the time being outstanding for
any of the purposes referred to in the proviso to the definition of
outstanding in Clause 1, deliver to the Trustee promptly upon, and
in any event within seven days after, being so requested in writing
by the Trustee a certificate in writing signed by two Directors of
the Issuer or two duly authorised officers of the Issuer or two
Directors of the Guarantor or two duly authorised officers of the
Guarantor, as appropriate, setting out the total number and
aggregate nominal amount of Notes of each Series which:                                                                                                                                                                         

| |  |     |  |                                                                                                                                                              
| |  | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (a) |  | up to and including the date of such certificate
have been purchased by the Issuer, the Guarantor or any other
Subsidiary of the Guarantor and cancelled; and
| |  |     |  |                                                                                                                                                              
| |  | (b) |  | are at the date of such certificate held by any
person for the benefit of the Issuer, the Guarantor or any
other Subsidiary of the Guarantor; and            



| | (xvii) |  | promptly provide the Trustee with copies of all supplements and/or
amendments and/or restatements of the Programme Agreement.
| | ------ |  | -----------------------------------------------------------------------------------------------------------------------------



|(B) |  | So long as any of the Dated Subordinated Notes or the relative Receipts
or Coupons remains outstanding and if, and to the extent that, prior to
making any payment pursuant to Clause 7(C)(5) or any purchase pursuant to
Condition 6(h), the Guarantor is required to obtain the approval of the
Board of Governors of the United States Federal Reserve System pursuant to
Regulation K issued by such Board, or any successor, supplemental or
replacement regulation, the Guarantor covenants with the Trustee that it
shall promptly:
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | apply for such approval; and                          
| | --- |  | ------------------------------------------------------
|
| | (b) |  | use all reasonable endeavours to obtain such approval.



---



##### 



27



|14. |  | REMUNERATION AND INDEMNIFICATION OF TRUSTEE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(A) |  | THE 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
between the 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 Agent or
the Trustee PROVIDED THAT if upon due presentation of any Note, Receipt
or 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.
|   
|(B) |  | In the event of the occurrence of an Event of Default or a Potential
Event of Default or the Trustee considering it expedient or necessary or
being requested by the Issuer or the Guarantor to undertake duties which
the Trustee and the Issuer agree to be of an exceptional nature or
otherwise outside the scope of the normal duties of the Trustee under
these presents the Issuer shall pay to the Trustee such additional
remuneration as shall be agreed between them.                                                                                                                                                                                                                                                                                                                                            
|   
|(C) |  | The Issuer shall in addition pay to the Trustee an amount equal to the
amount of any value added tax or similar tax chargeable in respect of its
remuneration under these presents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|(D) |  | In the event of the Trustee and the Issuer failing to agree:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                



| | (1) |  | (in a case to which sub-clause (A) above applies) upon the
amount of the remuneration; or                                                                                                                                                  
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (2) |  | (in a case to which sub-clause (B) above applies) upon
whether such duties shall be of an exceptional nature or otherwise
outside the scope of the normal duties of the Trustee under these
presents, or upon such additional remuneration,



|    |  | such matters shall be determined by a merchant or investment bank (acting
as an expert and not as an arbitrator) selected by the Trustee and
approved by the Issuer or, failing such approval, nominated (on the
application of the Trustee) by the President for the time being of The
Law Society of England and Wales (the expenses involved in such
nomination and the fees of such merchant or investment bank being borne
equally by the Issuer and the Trustee) and the determination of any such
merchant or investment bank shall be final and binding upon the Trustee
and the Issuer.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(E) |  | The Issuer shall 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
travelling expenses and any stamp and other taxes or duties paid by the
Trustee in connection with any legal proceedings brought or contemplated
by or on behalf of the Trustee against the Issuer or the Guarantor for
enforcing any obligation under these presents.                        
|   
|(F) |  | All amounts payable pursuant to sub-clause (E) above and/or Clause 15(J)
shall be payable by the Issuer on the date specified in a written demand
by the Trustee accompanied by appropriate value added tax invoices and in
the case of payments actually made by the Trustee prior to such demand
shall (if not paid within 10 business 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                                            



---



##### 



28



|    |  | such demand, and in all other cases shall (if not paid on the date
specified in such demand or, if later, within 10 days after such demand
and, in either case, the Trustee so requires) carry interest at such rate
from the date specified in the demand. All remuneration payable to the
Trustee shall carry interest at such rate from the due date therefor.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(G) |  | Unless otherwise specifically stated in any discharge of these presents
the provisions of this Clause and Clause 15(J) shall continue in full
force and effect notwithstanding such discharge.                                                                                                                                                                   
|   
|(H) |  | The Trustee shall be entitled in its absolute discretion to determine in
respect of which Series of Notes any Liabilities incurred under these
presents have been incurred or to allocate any such Liabilities between
the Notes of more than one Series.                                                                                                        
|   
|(I) |  | Payments under this Clause 14 are not subordinated to any other
obligations of the Issuer or Guarantor.                                                                                                                                                                                                                                                          



|15. |  | SUPPLEMENT TO TRUSTEE ACTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | 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 of Great Britain, 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 appointed by the Issuer, the Guarantor or, the Trustee, or
otherwise whether or not addressed to the Trustee, and shall not be
responsible for any Liability occasioned by so acting.                                                                                                                                                                                                          
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (B) |  | Any such advice, opinion or information may be sent or
obtained by letter, telex, telegram, facsimile transmission or cable
and the Trustee shall not be liable for acting on any advice,
opinion or information purporting to be conveyed by any such letter,
telex, telegram, facsimile transmission or cable although the same
shall contain some error or shall not be authentic except where such
error or lack of authenticity is manifest.                                                                                                                                                  
|
| | (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 any two Directors of
the Issuer or any two authorised officers of the Issuer and/or by
any two Directors of the Guarantor or any two authorised officers of
the Guarantor, 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, whether or not addressed to the Trustee.
|
| | (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 custodian which the Trustee shall be at
liberty to appoint under these presents which is a 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                                                                                  



---



##### 



29



| |     |  | 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 PROVIDED THAT the Trustee shall not be
obliged to appoint a custodian of securities payable to bearer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (E) |  | The Trustee shall not be responsible for the receipt or
application of the proceeds of the issue of any of the Notes by the
Issuer, the exchange of any Global Note for another Global Note or
Definitive Notes or the delivery of any Global Note or Definitive
Notes to the person(s) entitled to it or them.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (F) |  | The Trustee shall not be bound to give notice to any person
of the execution of any documents comprised or referred to in these
presents or to take any steps to ascertain whether any Event of
Default 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 each of the Issuer and the Guarantor is observing and
performing all its obligations under these presents.                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | (G) |  | Save as expressly otherwise provided in these presents, the
Trustee shall have absolute and uncontrolled discretion as to the
exercise or non-exercise of its trusts, powers, authorities and
discretions under these presents (the exercise or non-exercise of
which as between the Trustee and the Noteholders, the Receiptholders
and Couponholders shall be conclusive and binding on the
Noteholders, the Receiptholders and 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 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, each of the Issuer and the Guarantor shall severally
indemnify the Trustee and every Appointee (being an Appointee who
shall have been appointed by the Trustee after prior consultation by
the Trustee with the Issuer and the Guarantor and after
consideration in good faith by the Trustee of any representations
made by the Issuer or the Guarantor concerning the proposed
appointee except where, in the reasonable opinion of the Trustee,
such consultation and consideration was not practicable) 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.



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##### 



30



| | (K) |  | Any consent or approval given by the Trustee for the purposes
of these presents may be given on such terms and subject to such
conditions (if any) as the Trustee thinks fit and notwithstanding
anything to the contrary in these presents may be given
retrospectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (L) |  | The Trustee shall not (unless and to the extent ordered so to
do by a court of competent jurisdiction) be required to disclose to
any Noteholder, Receiptholder or Couponholder any information
(including, without limitation, information of a confidential,
financial or price sensitive nature) made available to the Trustee
by the Issuer, the Guarantor or any other person in connection with
the trusts of these presents and no Noteholder, 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
(if practicable) with the Issuer and any rate, method and date so
agreed shall be binding on the Issuer, the Guarantor, 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 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 interests of
the Noteholders as a class and, in particular but without
limitation, shall not have regard to the consequences of the
exercise of its trusts, powers, authorities and discretions for
individual Noteholders, Receiptholders or Couponholders 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 entitled to
require, nor shall any Noteholder, Receiptholder or Couponholder be
entitled to claim, from the Issuer, the Guarantor 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 7 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 professional and other
charges for business properly transacted and acts properly 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 properly spent by him or
his firm in connection with matters arising in connection with these
presents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          



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##### 



31



| | (Q) |  | The Trustee may (after prior consultation with the Issuer and
the Guarantor and after consideration in good faith of any
representations made by the Issuer or the Guarantor concerning the
proposed appointee except where, in the opinion of the Trustee, such
consultation and consideration is not practicable) 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 vested in the Trustee by these presents.
Such delegation may be made upon such terms (including power to
sub-delegate) and subject to such conditions and regulations as the
Trustee may in the interests of the Noteholders think fit. The
Trustee shall, provided that it shall have exercised reasonable care
in the selection of any such delegate or sub-delegate, not be under
any obligation to supervise the proceedings or acts of any such
delegate or sub-delegate or be in any way responsible for any
Liability incurred by reason of any misconduct or default on the
part of any such delegate or sub-delegate. The Trustee shall within
a reasonable time after any such delegation or any renewal,
extension or termination thereof give notice thereof to the Issuer.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | ®   |  | The Trustee may (after prior consultation with the Issuer and
the Guarantor and after consideration in good faith of any
representations made by the Issuer or the Guarantor concerning the
proposed appointee except where, in the opinion of the Trustee, such
consultation and consideration is not practicable) in the conduct of
the trusts of these presents instead of acting personally employ and
pay an agent (whether being a lawyer, nominee or other professional
person) to transact or conduct, or concur in transacting or
conducting, any business and to do, or concur in doing, all acts
required to be done in connection with these presents (including the
receipt and payment of money). The Trustee shall, provided that it
shall have exercised reasonable care in the selection of any such
agent or any custodian, 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 any custodian or be bound to supervise the
proceedings or acts of any such agent or any custodian.                                                                                                                                                                                                                                                                           
|
| | (S) |  | The Trustee may (after prior consultation with the Issuer and
the Guarantor and after consideration in good faith of any
representations made by the Issuer or the Guarantor concerning the
proposed appointee except where, in the opinion of the Trustee, such
consultation and consideration is not practicable) appoint and pay
any person to act as a custodian or nominee on any terms in relation
to such assets of the trusts constituted by these presents as the
Trustee may determine, including for the purpose of depositing with
a custodian these presents or any document relating to the trusts
constituted by these presents and the Trustee shall not be
responsible for any Liability incurred by reason of the misconduct,
omission or default on the part of any person appointed by it
hereunder or to be bound to supervise the proceedings or acts of
such person; the Trustee is not obliged to appoint a custodian if
the Trustee invests in securities payable to bearer.                                                                                                                                                                                                                                                                                                                                                       
|
| | (T) |  | The Trustee shall not be responsible for the execution,
delivery, legality, effectiveness, adequacy, genuineness, validity,
enforceability or admissibility in evidence of these presents or any
other document relating or expressed to be supplemental thereto and
shall not be liable for any failure to obtain any licence, consent
or other authority for the execution, delivery, legality,
effectiveness, adequacy, genuineness, validity, performance,
enforceability or admissibility in evidence of these presents or any
other document relating or expressed to be supplemental thereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        



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##### 



32



| | (U) |  | The Trustee shall not be responsible to any person for
failing to request, require or receive any legal opinion relating to
any Notes or for checking or commenting upon the content of any such
legal opinion.                                   
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (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 shall not be obliged to take any action under
this Trust Deed unless indemnified to its satisfaction.                                                                                                                                 
|
| | (X) |  | In relation to any asset held by it under this Trust Deed,
the Trustee may appoint as its nominee any banker or banking company
or company whose business includes the provision of nominee services
believed by the Trustee to be of good repute.



|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 or any liability
which by virtue of any rule of law would otherwise attach to it in
respect of any negligence, default or breach of duty of which it may be
guilty in relation to its duties under these presents.



|17. |  | TRUSTEE CONTRACTING WITH THE ISSUER AND THE GUARANTOR                                                                                                                                                                                        
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | NEITHER the Trustee nor any director or officer or holding company,
subsidiary or associated company of a corporation acting as a trustee
under these presents shall by reason of its or his fiduciary position be
in any way precluded from:



| | (i)  |  | entering into or being interested in any contract or
financial or other transaction or arrangement with the Issuer or the
Guarantor or any person or body corporate associated with the Issuer
or the Guarantor (including without limitation any contract,
transaction or arrangement of a banking or insurance nature or any
contract, transaction or arrangement in relation to the making of
loans or the provision of financial facilities or financial advice
to, or the purchase, placing or underwriting of or the subscribing
or procuring subscriptions for or otherwise acquiring, holding or
dealing with, or acting as paying agent in respect of, the Notes or
any other notes, bonds, stocks, shares, debenture stock, debentures
or other securities of, the Issuer or the Guarantor or any person or
body corporate associated as aforesaid); or
| | ---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | accepting or holding the trusteeship of any other trust deed
constituting or securing any other securities issued by or relating
to the Issuer or the Guarantor or any such person or body corporate
so associated or any other office of profit under the Issuer or the
Guarantor 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
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### 



33



| |  | thereby and shall be entitled to retain and shall not be in any way
liable to account for any profit made or share of brokerage or commission
or remuneration or other amount or benefit received thereby or in
connection therewith.                                                                                                                                                                                                                                                                                                                                            
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Where any holding company, subsidiary or associated company of the
Trustee or any director or officer of the Trustee acting other than in
his capacity as such a director or officer has any information, the
Trustee shall not thereby be deemed also to have knowledge of such
information and, unless it shall have actual knowledge of such
information, shall not be responsible for any loss suffered by
Noteholders resulting from the Trustees failing to take such information
into account in acting or refraining from acting under or in relation to
these presents.



|18. |  | WAIVER, AUTHORISATION AND DETERMINATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(A) |  | THE Trustee may without the consent or sanction of the Noteholders, 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
Issuer or the Guarantor of any of the covenants or provisions contained in
these presents or determine that any Event of Default or Potential Event
of Default shall not be treated as such for the purposes of these presents
PROVIDED ALWAYS THAT the Trustee shall not exercise any powers conferred
on it by this Clause in contravention of any express direction given by
Extraordinary Resolution or by a request under Condition 9 but so that no
such direction or request shall affect any waiver, authorisation or
determination previously given or made. Any such waiver, authorisation or
determination may be given or made on such terms and subject to such
conditions (if any) as the Trustee may determine, shall be binding on the
Noteholders, the Receiptholders and the Couponholders and, if, but only
if, the Trustee shall so require, shall be notified by the Issuer to the
Noteholders in accordance with Condition 13 as soon as practicable
thereafter.
|   
|    |  | MODIFICATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|(B) |  | The Trustee may without the consent or sanction of the Noteholders, the
Receiptholders or the Couponholders at any time and from time to time
concur with the Issuer in making any modification (i) to these presents
which in the opinion of the Trustee it may be proper to make PROVIDED THAT
the Trustee is of the opinion that such modification will not be
materially prejudicial to the interests of the Noteholders or (ii) to
these presents if in the opinion of the Trustee such modification is of a
formal, minor or technical nature or to correct a manifest error. 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 Receiptholders and the Couponholders and, unless the
Trustee agrees otherwise, shall be notified by the Issuer to the
Noteholders in accordance with Condition 13 as soon as practicable
thereafter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    |  | 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 Issuer in making any modification to these presents to
conform them to conventions then applicable to instruments denominated in
Euro.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        



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34



|19. |  | HOLDER OF DEFINITIVE NOTE ASSUMED TO BE RECEIPTHOLDER AND COUPONHOLDER                                                                                                                                                                                                                                                                                                                                                                                     
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(A) |  | WHEREVER in these presents the Trustee is required or entitled to
exercise a power, trust, authority or discretion under these presents,
except as ordered by a court of competent jurisdiction or as required by
applicable law, the Trustee shall, notwithstanding that it may have
express notice to the contrary, assume that each Noteholder is the holder
of all Receipts and Coupons appertaining to each Definitive Note of which
he is the holder.
|   
|    |  | NO NOTICE TO RECEIPTHOLDERS OR COUPONHOLDERS                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|(B) |  | Neither the Trustee nor the 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 holders
of Definitive Notes in accordance with Condition 13.                                                                                                        



|20. |  | CURRENCY INDEMNITY                                                                                                                                                                       
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | EACH of the Issuer and the Guarantor shall severally indemnify the
Trustee, every Appointee, the Noteholders, the Receiptholders and the
Couponholders and keep them indemnified against:



| | (a) |  | any Liability incurred by any of them arising from the
non-payment by the Issuer or the Guarantor of any amount due to the
Trustee or the Noteholders, the Receiptholders or the Couponholders
under these presents by reason of any variation in the rates of
exchange between those used for the purposes of calculating the
amount due under a judgment or order in respect thereof and those
prevailing at the date of actual payment by the Issuer or the
Guarantor; and                                                                                                                                                                                                                                    
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | any deficiency arising or resulting from any variation in
rates of exchange between (i) the date as of which the local
currency equivalent of the amounts due or contingently due under
these presents (other than this Clause) is calculated for the
purposes of any bankruptcy, insolvency or liquidation of the Issuer
or the Guarantor and (ii) the final date for ascertaining the amount
of claims in such bankruptcy, insolvency or liquidation. The amount
of such deficiency shall be deemed not to be reduced by any
variation in rates of exchange occurring between the said final date
and the date of any distribution of assets in connection with any
such bankruptcy, insolvency or liquidation.



| |  | The above indemnities shall constitute obligations of the Issuer and the
Guarantor separate and independent from its/their 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 time and shall continue
in full force and effect notwithstanding the judgment or filing of any
proof or proofs in any bankruptcy, insolvency or liquidation of the
Issuer or the Guarantor 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 Issuer or the
Guarantor or its liquidator or liquidators.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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35



|21. |  | NEW TRUSTEE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(A) |  | THE power to appoint a new trustee of these presents shall, subject as
hereinafter provided, be vested in the Issuer but no person shall be
appointed who shall not previously have been approved by an Extraordinary
Resolution. One or more persons may hold office as trustee or trustees of
these presents but such trustee or trustees shall be or include a Trust
Corporation. Whenever there shall be more than two trustees of these
presents the majority of such trustees shall be competent to execute and
exercise all the duties, powers, trusts, authorities and discretions
vested in the Trustee by these presents provided that a Trust Corporation
shall be included in such majority. Any appointment of a new trustee of
these presents shall as soon as practicable thereafter be notified by the
Issuer to the Agent and the Noteholders.
|   
|    |  | SEPARATE AND CO-TRUSTEES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|(B) |  | Notwithstanding the provisions of sub-clause (A) above, the Trustee may
(after prior consultation with the Issuer and the Guarantor and
consideration in good faith of any representation made by the Issuer or
the Guarantor concerning the proposed appointee except where, in the
opinion of the Trustee, such consultation or consideration is not
practicable), upon giving prior notice to the Issuer and the Guarantor
(but without the consent of the Issuer, the Guarantor, the Noteholders,
the Receiptholders or the Couponholders), appoint any person established
or resident in any jurisdiction (whether a Trust Corporation or not) to
act either as a separate trustee or as a co-trustee jointly with the
Trustee:                                                                                                                           



| | (i)   |  | if the Trustee considers such appointment to be in the
interests of the Noteholders;                                                                                                                                         
| | ----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | for the purposes of conforming to any legal requirements,
restrictions or conditions in any jurisdiction in which any
particular act or acts is or are to be performed; or                                                   
|
| | (iii) |  | for the purposes of obtaining a judgment in any jurisdiction
or the enforcement in any jurisdiction of either a judgment already
obtained or any of the provisions of these presents against the
Issuer and/or the Guarantor.



| |  | Each of the Issuer and the Guarantor 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 properly incurred by it in performing its function as such
separate trustee or co-trustee, shall for the purposes of these presents
be treated as Liabilities incurred by the Trustee.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|22. |  | TRUSTEES RETIREMENT AND REMOVAL                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | A trustee of these presents may retire at any time on giving not less
than three months prior written notice to the Issuer without giving any
reason and without being responsible for any Liabilities incurred by
reason of such retirement. The Noteholders shall have the power
exercisable by Extraordinary Resolution to remove any trustee or trustees
for the time being of these presents. The Issuer undertakes that in the
event of the only trustee of these presents which is a Trust Corporation
giving notice under this Clause or being removed by Extraordinary
Resolution it will use all reasonable endeavours to procure that a new
trustee



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##### 



36



| |  | 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 and, if in such circumstances, no
appointment has become effective within two months of the date of such
notice or Extraordinary Resolution, the Trustee shall be entitled to
appoint a Trust Corporation as trustee of these presents, but no such
appointment shall take effect unless previously approved by an
Extraordinary Resolution.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|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
|--- |  | ------------



|(A) | (1) |  | THE Trustee may agree, without the consent of the Noteholders,
Receiptholders or Couponholders, to the substitution in place of the
Issuer (or of the previous substitute under this sub-clause (A)) as the
principal debtor under these presents of either (i) the Guarantor, (ii)
any Successor in Business of either the Issuer or the Guarantor, (iii) any
holding company of either the Issuer or the Guarantor, (iv) any other
Subsidiary of the Guarantor or (v) any Subsidiary of any such Successor in
Business or holding company (such substituted company being hereafter in
this sub-clause (A) called the New Issuer) provided that a trust deed is
executed or some other form of undertaking is given by the New Issuer 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 Issuer had been named
in these presents as the principal debtor in place of the Issuer (or of
the previous substitute under this sub-clause (A)) and provided further
that (except where the New Issuer is the Guarantor or its Successor in
Business) the Guarantor or, as the case may be, its Successor in Business
unconditionally and irrevocably guarantees (in the case of Dated
Subordinated Notes, on a basis equivalent to that on which the Notes are
subordinated immediately prior to the substitution) all amounts payable
under these presents to the satisfaction of the Trustee.
|--- | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | (2) |  | The following further conditions shall apply to (1) above:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

| |  |      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  | ---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (i)  |  | The Issuer and the New Issuer shall comply with
such other requirements as the Trustee may reasonably direct
in the interests of the Noteholders;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  |      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  | (ii) |  | where the New Issuer 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 authority therein or thereof having
power to tax, Condition 7 shall be modified so that such
Condition shall, in substitution for (or, as the case may be,
in addition to) the references therein to the United Kingdom
or any authority therein or thereof having power to tax, make
reference to that other or additional territory or any
authority therein or thereof having power to tax in which the
New Issuer is incorporated, domiciled or resident or to whose
taxing jurisdiction it is subject;



---



##### 



37

| |  |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  | ----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (iii) |  | without prejudice to the rights of reliance of
the Trustee under the immediately following paragraph (iv),
the Trustee is satisfied that the relevant transaction is not
materially prejudicial to the interests of the Noteholders;
and                                                                                                                                                                                                                                                                     
| |  |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  | (iv)  |  | if two Directors of the New Issuer (or other
officers acceptable to the Trustee) shall certify that the New
Issuer 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 Issuer or to compare the same
with those of the Issuer or the previous substitute under this
sub-clause (A) as applicable.



|(B) | (1) |  | The Trustee may agree without the consent of the Noteholders,
Receiptholders or Couponholders, to the substitution in place of the
Guarantor (or of the previous substitute under this sub-clause (B)) in its
capacity as guarantor of such Notes of the Successor in Business of the
Guarantor or a holding company of the Guarantor or of such Successor in
Business (such substituted company being hereafter in this sub-clause (B)
called the New Guarantor) provided that a trust deed is executed or some
other form of undertaking is given by the New Guarantor 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 Guarantor had been named in these
presents as the guarantor in place of the Guarantor (or of the previous
substitute under this sub-clause (B)).
|--- | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | (2) |  | The following further conditions shall apply to (1) above:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

| |  |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  | ----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (i)   |  | The Guarantor and the New Guarantor shall comply
with such other requirements as the Trustee may reasonably
direct in the interests of the Noteholders;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  | (ii)  |  | where the New Guarantor is incorporated,
domiciled or resident in, or subject generally to the taxing
jurisdiction of, a territory other than or in addition to the
United States of America or any authority therein or thereof
having power to tax, Condition 7 shall be modified so that
such Condition shall, in substitution for (or, as the case may
be, in addition to) the references therein to the United
States of America or any authority therein or thereof having
power to tax, make reference to that other or additional
territory or any authority therein or thereof having power to
tax in which the New Guarantor is incorporated, domiciled or
resident or to whose taxing jurisdiction it is subject;
| |  |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  | (iii) |  | without prejudice to the rights of reliance of
the Trustee under the immediately following paragraph (iv),
the Trustee is satisfied that the relevant transaction is not
materially prejudicial to the interests of the Noteholders;
and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  | (iv)  |  | if two Directors of the New Guarantor (or other
officers acceptable to the Trustee) shall certify that the New
Guarantor 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                                                                                                                                                                                                                                                                                                                                    



---



##### 



38

| |  |  |  |                                                                                                                                 
| |  |  |  | --------------------------------------------------------------------------------------------------------------------------------
| |  |  |  | Guarantor or to compare the same with those of the Guarantor
or the previous substitute under this sub-clause (B) as
applicable.



|(C) |  | Any such trust deed or undertaking shall, if so expressed, operate to
release the company being substituted from all of its obligations as
principal debtor or, as the case may be, as guarantor under these
presents. As soon as reasonably practicable but in any event not later
than 21 days after the execution of such documents and compliance with
such requirements, the New Issuer or, as the case may be, the New
Guarantor shall give notice thereof in a form previously approved by the
Trustee to the Noteholders in the manner provided in Condition 13. Upon
the execution of such documents and compliance with such requirements, the
New Issuer or, as the case may be, the New Guarantor shall be deemed to be
named in these presents as the principal debtor in place of the Issuer (or
in place of the previous substitute under this Clause) or, as the case may
be, as guarantor in place of the Guarantor under these presents and these
presents shall be deemed to be modified in such manner as shall be
necessary to give effect to the above provisions and, without limitation,
references in these presents to the Issuer or, as the case may be, the
Guarantor shall, unless the context otherwise requires, be deemed to be or
include references to the New Issuer or, as the case may be, the New
Guarantor.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|25. |  | NOTICES                                                                                                                                                                                                                                                                                                                                   
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | ANY notice or demand to the Issuer, the Guarantor or the Trustee required
to be given, made or served for any purposes under these presents shall
be given, made or served by sending the same by pre-paid post (first
class if inland, first class airmail if overseas) or facsimile
transmission or by delivering it by hand as follows:

| |  |                   |  |                                   
| |  | ----------------- |  | ----------------------------------
| |  | to the Issuer:    |  | c/o MBNA Europe Bank Ltd.         
| |  |                   |  | Stansfield House                  
| |  |                   |  | Chester Business Park             
| |  |                   |  | Chester CH4 9QQ                   
| |  |                   |  | United Kingdom                    
| |  |                   |  |                                   
| |  |                   |  | (Attention: Company Secretary)    
| |  |                   |  | Facsimile No. 44 1244 672044      
| |  |                   |  |                                   
| |  |                   |  | Copy to the Guarantor             
| |  |                   |  |                                   
| |  | to the Guarantor: |  | 1100 North King Street            
| |  |                   |  | Wilmington DE 19884               
| |  |                   |  | United States of America          
| |  |                   |  |                                   
| |  |                   |  | (Attention: Treasurer)            
| |  |                   |  | Facsimile No. 1 302 456 8545      
| |  |                   |  |                                   
| |  | to the Trustee:   |  | Winchester House                  
| |  |                   |  | 1 Great Winchester Street         
| |  |                   |  | London EC2N 2DB                   
| |  |                   |  | United Kingdom                    
| |  |                   |  |                                   
| |  |                   |  | (Attention: The Managing Director)
| |  |                   |  | Telex No. 883341                  
| |  |                   |  | Facsimile No. 44 20 7547 6732     



---



##### 



39



| |  | 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 two business days in the case of inland post or
five business 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 and telephone. 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. |  | SUBMISSION TO JURISDICTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(A) |  | THE Guarantor irrevocably agrees for the benefit of the Trustee, the
Holders and the Couponholders that the courts of England are to have
jurisdiction to settle any disputes which may arise out of or in
connection with these presents and that accordingly any suit, action or
proceedings arising out of or in connection with these presents (together
referred to as Proceedings) may be brought in the courts of England. The
Guarantor irrevocably and unconditionally waives and agrees not to raise
any objection which it may have now or subsequently to the laying of the
venue of any Proceedings in the courts of England and any claim that any
Proceedings have been brought in an inconvenient forum and further
irrevocably and unconditionally agrees that a judgment in any Proceedings
brought in the courts of England shall be conclusive and binding upon the
Guarantor and may be enforced in the courts of any other jurisdiction.
Nothing in this Clause shall limit any right to take Proceedings against
the Guarantor in any other court of competent jurisdiction, nor shall the
taking of Proceedings in one or more jurisdictions preclude the taking of
Proceedings in any other jurisdiction, whether concurrently or not.
|   
|(B) |  | The Guarantor irrevocably and unconditionally appoints the Issuer (which
appointment the Issuer hereby accepts) at its address for receipt of
notices pursuant to Clause 25 as the same may modified from time to time
and in the event of its ceasing so to act will appoint such other person
as the Trustee may approve and as the Guarantor may nominate in writing to
the Trustee for the purpose to accept service of process on its behalf in
England in respect of any Proceedings. The Guarantor;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       



| | (i)   |  | agrees to procure that, so long as any of the Notes remains
liable to prescription, there shall be in force an appointment of
such a person approved by the Trustee with an office in London with
authority to accept service as aforesaid;
| | ----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | agrees that failure by any such person to give notice of such
service of process to the Guarantor shall not impair the validity of
such service or of any judgment based thereon;                                                          
|
| | (iii) |  | consents to the service of process in respect of any
Proceedings by the airmailing of copies, postage prepaid, to the
Guarantor in accordance with Clause 25; and                                                                          
|
| | (iv)  |  | agrees that nothing in these presents shall affect the right
to serve process in any other manner permitted by law.                                                                                                                        



---



##### 



40



|28. |  | COUNTERPARTS                                                                                                                                                                                                                                                                                                                      
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | THIS Trust Deed and any trust deed supplemental hereto may be executed
and delivered in any number of counterparts, all of which, taken
together, shall constitute one and the same deed and any party to this
Trust Deed or any trust deed supplemental hereto may enter into the same
by executing and delivering a counterpart.

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



---



##### 



41

THE FIRST SCHEDULE

TERMS AND CONDITIONS OF THE NOTES

This Note is one of a Series (as defined below) of Notes issued by MBNA
Europe Funding plc (the Issuer) constituted by a Trust Deed dated 7th May,
1999 (as modified and/or supplemented from time to time, (the Trust Deed))
made between the Issuer, MBNA America Bank, National Association (the
Guarantor) and Deutsche Trustee Company Limited (formerly known as Bankers
Trustee Company Limited) (the Trustee, which expression shall include any
successor as trustee).

References herein to the Notes shall be references to the Notes of
this Series 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.                                                                                    

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 8th May, 2003 and made between the
Issuer, the Guarantor, Deutsche Bank AG London as issuing and principal paying
agent and agent bank (the Agent, which expression shall include any
successor agent), the other paying agents named therein (together with the
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 Pricing Supplement) have interest coupons (Coupons) and, if
indicated in the applicable Pricing Supplement, 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 Pricing Supplement for this Note (or the relevant provisions thereof)
is attached to or endorsed on this Note and 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 Pricing Supplement are to the
Pricing Supplement (or the relevant provisions thereof) attached to or endorsed
on this Note.

The payment of all amounts in respect of this Note have been guaranteed by
the Guarantor pursuant to a guarantee contained in the Trust Deed (the
Guarantee).

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 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) except for their respective Issue Dates, Interest
Commencement Dates and/or Issue Prices.

Copies of the Trust Deed, the Agency Agreement and the applicable Pricing
Supplement are obtainable free of charge during normal business hours at the
registered office for the time being of the Trustee (being at 8th May, 2003 at
Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom)
and at the specified office of each of the Paying Agents save that, if this
Note is an unlisted Note of any Series, the applicable Pricing Supplement will
only be available for inspection by a Noteholder holding one or more unlisted
Notes of that Series 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



---



##### 



42

Noteholders, the Receiptholders and the Couponholders are deemed to have notice
of, and are entitled to the benefit of, all the provisions of the Trust Deed,
the Agency Agreement and the applicable Pricing Supplement which are applicable
to them. The statements in these Terms and Conditions 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 Pricing Supplement shall have the same meanings where
used in these Terms and Conditions unless the context otherwise requires or
unless otherwise stated provided that, in the event of inconsistency between
the Agency Agreement and the Trust Deed, the Trust Deed will prevail and, in
the event of inconsistency between the Agency Agreement or the Trust Deed and
the applicable Pricing Supplement, the applicable Pricing Supplement 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 Denomination(s).
Notes of one Specified Denomination may not be exchanged for Notes of another
Specified Denomination.

This Note is a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note,
an Index Linked Interest Note, a Dual Currency Interest Note or a combination
of any of the foregoing, depending upon the Interest Basis shown in the
applicable Pricing Supplement.

This Note may be an Index Linked Redemption Note, an Instalment Note, a
Dual Currency Redemption Note, a Partly Paid Note or a combination of any of
the foregoing, depending on the Redemption/Payment Basis shown in the
applicable Pricing Supplement.

This Note is a Senior Note or a Dated Subordinated Note, as indicated in
the applicable Pricing Supplement.

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

Notes which have a maturity at issue of 183 days or less must have a
minimum denomination of not less than U.S.$500,000 (determined by reference to
the spot rate on the date of issuance if not denominated in U.S.$).

Subject as set out below, title to the Notes, Receipts and Coupons will
pass by delivery. The Issuer, the Guarantor, the Paying Agents 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.

For so long as any of the Notes is represented by a Global Note held on
behalf of Euroclear Bank S.A./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 Issuer, the Guarantor, the Trustee and
the Paying Agents as the holder of such nominal amount of such Notes for all
purposes other than with respect to the payment of principal or interest on
such nominal amount of such Notes, for which purpose the bearer of the relevant
Global Note shall be treated by the Issuer, the Guarantor, the Trustee and any
Paying Agent 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 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



---



##### 



43

additional or alternative clearing system specified in the applicable Pricing
Supplement or as may otherwise be approved, by the Issuer, the Agent and the
Trustee.



|2. |  | Status of the Notes and the Guarantee and Subordination
|-- |  | -------------------------------------------------------



| | (a) |  | Status of the Senior Notes and the relative Receipts and Coupons                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | If the Notes are specified as Senior Notes in the applicable Pricing
Supplement, the Notes and any relative Receipts and Coupons are direct,
unconditional, unsubordinated and unsecured obligations of the Issuer
and rank pari passuamong themselves 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.                                                                                                                                                                                                                                                                                                                                        
|
| | (b) |  | Guarantee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |     |  | The payment of the principal and interest in respect of the Notes and
the relative Receipts and Coupons and all other moneys payable by the
Issuer under or pursuant to the Trust Deed has been unconditionally and
irrevocably guaranteed by the Guarantor in the Trust Deed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (c) |  | Status of the Guarantee in respect of the Senior Notes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |     |  | The obligations of the Guarantor under the Guarantee in respect of the
Senior Notes and the relative Receipts and Coupons are direct,
unconditional, unsubordinated and unsecured obligations of the
Guarantor and (save for deposits and certain other obligations required
to be preferred by law) rank equally with all other unsecured
obligations (other than subordinated obligations, if any) of the
Guarantor, from time to time outstanding.                                                                                                                                                                                                                                                                                                                                                     
|
| | (d) |  | Status and Subordination of the Dated Subordinated Notes and the
relative Receipts and Coupons                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |     |  | If the Notes are specified as Dated Subordinated Notes in the ap
Pricing Supplement, the Notes and any relative Receipts and Coupons
constitute unsecured obligations of the Issuer and rank pari passu
without any preference among themselves and the claims of the
Noteholders, Receiptholders and Couponholders will, in the event of the
winding up of the Issuer, be subordinated in right of payment in the
manner provided in the Trust Deed to the claims of all Senior Creditors
of the Issuer. ''Senior Creditors of the Issuer means all
unsubordinated creditors of the Issuer and all subordinated creditors
of the Issuer whose claims against the Issuer rank or are expressed to
rank ahead of the claims of the Noteholders, Receiptholders and
Couponholders.                        
|
| |     |  | Subject to applicable law, no holder of any Dated Subordinated Note or
relative Receipt or Coupon may exercise or claim any rights of set-off
in respect of any amount owed to it by the Issuer arising under or in
connection with the Dated Subordinated Notes or any relative Receipt or
Coupon, and each holder of any Dated Subordinated Note or relative
Receipt or Coupon shall, by virtue of his subscription, purchase or
holding of any Dated Subordinated Note, Receipt or Coupon, be deemed to
have waived all such rights of set-off.                                                                                                                                                                                                                                                        
|
| | (e) |  | Status of the Guarantee in respect of the Dated Subordinated Notes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |     |  | The obligations of the Guarantor under the Guarantee in respect of the
Dated Subordinated Notes and the relative Receipts and Coupons
constitute unsecured obligations of the Guarantor and the claims of the
holder of any Dated Subordinated Note or relative Receipt or Coupon
pursuant thereto will, in the event of the winding up of the Guarantor,
be subordinated in right of payment in the manner provided in the Trust
Deed to the claims of all Senior Creditors of the Guarantor. ''Senior
Creditors of the Guarantor means all unsubordinated creditors of the
Guarantor and all subordinated creditors (including depositors) of the
Guarantor whose claims against the Guarantor rank or are expressed to
rank ahead of the claims of the Noteholders, Receiptholders and
Couponholders.
|
| |     |  | Subject to applicable law, no holder of any Dated Subordinated Note or
relative Receipt or Coupon may exercise any rights of set-off in
respect of any amount owed to it by the Guarantor arising under or in
connection with the Guarantee and each holder of any Dated Subordinated
Note or relative Receipt or Coupon shall, by virtue of his
subscription, purchase or holding of any Dated Subordinated Note,
Receipt or Coupon, be deemed to have waived all such rights of set-off.                                                                                                                                                                                                                                                                                                                
|
| |     |  | The Guarantor may be unable to perform in whole or in part its
obligation to make any payment which becomes due under the Guarantee in
respect of the Dated Subordinated Notes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            



---



##### 



44



| |  |  | if, prior to making such payment, the Guarantor is required to obtain,
and has not obtained, the approval of the Board of Governors of the
United States Federal Reserve System (the ''Federal Reserve) pursuant
to Regulation K issued by the Federal Reserve or any successor,
supplemental or replacement regulation. The Guarantor has covenanted in
the Trust Deed promptly (a) to apply for such approval and (b) to use
all reasonable endeavours to obtain such approval.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Investments by the Guarantor in non-U.S. companies are subject to
Regulation K. Payments under the Guarantee in respect of the Dated
Subordinated Notes would result in the Guarantor having a subordinated
claim against the Issuer, which would constitute an ''investment by
the Guarantor in the Issuer, as the term ''investment is defined
under Section 211.2(m) of Regulation K. If the Guarantors investment
in the Issuer were to be in excess of the General Consent Provisions of
Regulation K, the Guarantor would be required to provide the Federal
Reserve with written notice 30 days prior to making this investment.
During the 30-day notice period, the Federal Reserve may inform the
Guarantor that the investment may not be made without the Federal
Reserves specific approval. The Federal Reserve has broad discretion
to grant or deny permission to make an investment. In the context of
the investment in question, the primary consideration is likely to be
the adequacy of the capitalisation of the Guarantor. If the Guarantor
is well capitalised at the time of the investment and will remain so
after the investment, it is not likely that the Federal Reserve would
object to, or would require the Guarantor to obtain its specific
approval prior to, making the investment.



|3. |  | Redenomination
|-- |  | --------------



| | (a) |  | Redenomination                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | Where redenomination is specified in the applicable Pricing Supplement
as being applicable, the Issuer may, without the consent of the
Noteholders, the Receiptholders and the Couponholders, on giving prior
notice to the Agent, Euroclear and Clearstream, Luxembourg and at least
30 days prior notice to the Noteholders and Receiptholders in
accordance with Condition 13 and to the Trustee, elect that, with
effect from the Redenomination Date specified in the notice, the Notes
and Receipts shall be redenominated in Euro.
|
| |     |  | The election will have effect as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

| |  |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | ----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (i)   |  | the Notes and the Receipts shall be deemed to be
redenominated in Euro in the denomination of 0.01 with a
nominal amount for each Note and Receipt equal to the nominal
amount of that Note or Receipt in the Specified Currency,
converted into Euro at the Established Rate, provided that, if the
Issuer determines, with the agreement of the Agent and the
Trustee, that the then market practice in respect of the
redenomination in Euro of internationally offered securities is
different from the provisions specified above, such provisions
shall be deemed to be amended so as to comply with such market
practice and the Issuer shall promptly notify the Noteholders, the
stock exchange (if any) on which the Notes or Receipts may be
listed and the Paying Agents of such deemed amendments;
| |  |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | (ii)  |  | save to the extent that an Exchange Notice has been given
in accordance with paragraph (iv) below, the amount of interest
due in respect of the Notes will be calculated by reference to the
aggregate nominal amount of Notes presented (or, as the case may
be, in respect of which Coupons are presented) for payment by the
relevant holder and the amount of such payment shall be rounded
down to the nearest 0.01;                                                                                                                                                                                                                                                                                                                                                                                      
| |  |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | (iii) |  | if definitive Notes are required to be issued after the
Redenomination Date, they shall be issued at the expense of the
Issuer in the denominations of 1,000, 10,000, 100,000
and (but only to the extent of any remaining amounts less than
1,000 or such smaller denominations as the Agent may approve)
0.01 and such other denominations as the Agent shall determine
and notify to the Noteholders;                                                                                                                                                                                                                                                                                                                                                                                                       
| |  |       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | (iv)  |  | if 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 Issuer gives notice (the Exchange Notice) that
replacement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            



---



##### 



45

| |  |        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | ------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |        |  | Euro-denominated Notes, Receipts and Coupons are available for
exchange (provided that such securities 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 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 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, Receipts and 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 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, 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;                                                                                                                                                                                                                
| |  |        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | (vii)  |  | if the Notes are Floating Rate Notes, the applicable
Pricing Supplement will specify any relevant changes to the
provisions relating to interest; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  |        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | (viii) |  | such other changes shall be made to this Condition and/or the
Trust Deed as the Issuer may decide, after consultation with the
Agent and the Trustee, and as may be specified in the notice, to
conform them to conventions then applicable to instruments
denominated in Euro. Any such other changes will not take effect
until after they have been notified to the Noteholders in
accordance with Condition 13.                                                                                                                                                                                                                                                                                                                                                            



| | (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 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; and
|
| |     |  | Treaty means the Treaty establishing the European Community, as
amended.                                                                                                                                                                                                                                                                                                                                                                             



|4. |  | 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. Interest will be 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.



---



##### 





46



| |  |  | Except as provided in the applicable Pricing Supplement, the amount of
interest payable on each Interest Payment Date in respect of the Fixed
Interest Period ending on (but excluding) such date will amount to the
Fixed Coupon Amount. Payments of interest on any Interest Payment Date
will, if so specified in the applicable Pricing Supplement, amount to
the Broken Amount so specified.                                                                        
| |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | As used in these Terms and
Conditions, Fixed Interest Period means
the period from (and including) an Interest Payment Date (or the
Interest Commencement Date) to (but excluding) the next (or first)
Interest Payment Date.                                                                                                                                                                                                                                          
|
| |  |  | If interest is required to be calculated for a period other than a
Fixed Interest Period, such interest shall be calculated by applying
the Rate of Interest to each Specified Denomination, multiplying such
sum by the applicable Fixed 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, the following expressions have the
following meanings:                                                                                                                                                                                                                                                                                                                                                                                    
|
| |  |  | Day Count Fraction means:                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |  |  | (i)     
if Actual/Actual (ISMA) is specified in the applicable Pricing
Supplement:                                                                                                                                                                                                                                                                                                                                                                                    

| |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (A) |  | in the case of Notes where the number of days in
the relevant period from (and including) the most recent
Interest Payment Date (or, if none, the Interest Commencement
Date) to (but excluding) the relevant payment date (the
Accrual Period) is equal to or shorter than the
Determination Period during which the Accrual Period ends, the
number of days in such Accrual Period divided by the product
of (1) the number of days in such Determination Period and (2)
the number of Interest Determination Dates (as specified in
the applicable Pricing Supplement) that would occur in one
calendar year; or
| |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | (B) |  | in the case of Notes where the Accrual Period is
longer than the Determination Period during which the Accrual
Period ends, the sum of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

| |  |  |  |     |  |                                                                                                                                                                                                                                                                                                                                    
| |  |  |  | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  |  | (1) |  | the number of days in such Accrual
Period falling in the Determination Period in which the
Accrual Period begins divided by the product of (x) the
number of days in such Determination Period and (y) the
number of Interest Determination Dates that would occur
in one calendar year; and                                       
| |  |  |  |     |  |                                                                                                                                                                                                                                                                                                                                    
| |  |  |  | (2) |  | the number of days in such Accrual
Period falling in the next Determination Period divided
by the product of (x) the number of days in such
Determination Period and (y) the number of Interest
Determination Dates that would occur in one calendar year
assuming interest was to be payable in respect of the
whole of that year;

| |  |       |  |                                                                                                                                                                                                                                                                                                                                              
| |  | ----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (ii)  |  | if 30/360 is specified in the applicable Pricing
Supplement, the number of days in the period from (and including)
the most recent Interest Payment Date (or, if none, the Interest
Commencement Date) to (but excluding) the relevant payment date
(such number of days being calculated on the basis of 12 30-day
months) divided by 360;
| |  |       |  |                                                                                                                                                                                                                                                                                                                                              
| |  | (iii) |  | on such other basis as may be agreed, as specified in
the applicable Pricing Supplement; and                                                                                                                                                                                                                                                 



| |     |     | 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, one cent.                                                                                                                                                                                         
|
| | (b) |     | Interest on Floating Rate Notes and Index Linked Interest Notes                                                                                                                                                                                                                                                                                                                                   
|
| |     | (i) | Interest Payment Dates                                                                                                                                                                                                                                                                                                                                                                            



---



##### 





47



| |  |  | Each 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 Pricing Supplement; or                                                                                                                                                                                                                                                               
| |  |     |  |                                                                                                                                                                                                                                                                                                                                                                                                        
| |  | (B) |  | if no Specified Interest Payment Date(s) is/are
specified in the applicable Pricing Supplement, each date
(each an Interest Payment Date) which falls the number of
months or other period specified as the Specified Period in
the applicable Pricing Supplement after the preceding Interest
Payment Date or, in the case of the first Interest Payment
Date, after the Interest Commencement Date.



| | Such interest will be payable in respect of each Interest Period
(which expression shall, in these 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 Pricing
Supplement and (x) if there is no numerically corresponding day in
the calendar month in which an Interest Payment Date should occur
or (y) if any Interest Payment Date would otherwise fall on a day
which is not a Business Day, then, if the Business Day Convention
specified is:

| |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) |  | in any case where Specified Periods are specified
in accordance with Condition 4(b)(i)(B) 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
mutatis mutandisor (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 these Terms and Conditions,
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 Pricing Supplement; 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 Australian
dollars, shall be Sydney and Melbourne or, if the Specified
Currency is New Zealand dollars, shall be Auckland and
Wellington) or (2) in relation to any sum payable in Euro a
day on which the TARGET System is open. In these Terms and
Conditions, TARGET System means the Trans-European
Automated Real-Time Gross Settlement Express Transfer (TARGET)
System.



---



##### 



48



| | (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 Pricing Supplement.
|
| |      | (A)                                                                                                                                                                                              
|
| |      |                                                                                                                                                                                                  

| |     |  |                                                                                                                                                                                                                                                                                                                                 
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) |  | the Floating Rate Option is as specified in the applicable Pricing
Supplement;                                                                                                                                                                                                                                                  
| |     |  |                                                                                                                                                                                                                                                                                                                                 
| | (2) |  | the Designated Maturity is a period
specified in the applicable Pricing Supplement; and                                                                                                                                                                                                                                         
|
| | (3) |  | the relevant Reset Date is either (i)
if the applicable Floating Rate Option is based on the
London inter-bank offered rate (LIBOR) or on the
Euro-zone inter-bank offered rate (EURIBOR) for a
currency, the first day of that Interest Period or (ii)
in any other case, as specified in the applicable Pricing
Supplement



| |     |  | For the purposes of this sub-paragraph (A), Floating Rate,
Calculation Agent, Floating Rate Option, Designated
Maturity and Reset Date have the meanings given to those
terms in the ISDA Definitions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (B) |  | Screen Rate Determination for Floating Rate Notes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |     |  | Where Screen Rate Determination is specified in the applicable
Pricing Supplement as the manner in which the Rate of Interest
is to be determined, the Rate of Interest for each Interest
Period will, subject as provided below, be either:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (1) |  | the offered quotation; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | (2) |  | the arithmetic mean (rounded if
necessary to the fifth decimal place, with 0.000005 being
rounded upwards) of the offered quotations,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |     |  | (expressed as a percentage rate per annum) for the Reference Rate (as specified in the applicable
Pricing Supplement) which appears or appear, as the case may be, on the Relevant Screen Page as at 11.00
a.m. (London time, in the case of LIBOR, or Brussels time, in the case of EURIBOR) on the Interest
Determination Date in question plus or minus (as indicated in the applicable Pricing Supplement) the
Margin (if any), all as determined by the Agent. If five or more of such offered quotations are available
on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one only
of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such
quotations) shall be disregarded by the Agent for the purpose of determining the arithmetic mean (rounded
as provided above) of such offered quotations.
|
| |     |  | If the Relevant Screen Page is not available or if, in the case of paragraph (1) above, no such
offered quotation appears or, in the case of paragraph (2) above, fewer than three such offered quotations
appear, in each case as at the time specified in this Condition 4(b)(ii)(B) the Agent shall request each
of the Reference Banks to provide the Agent with its offered quotation (expressed as a percentage rate per
annum) for the Reference Rate at approximately 11.00 a.m. (London time, if the Reference Rate is LIBOR, or
Brussels time, if the Reference Rate is EURIBOR) on the Interest                                                                                                                                                                                                                                                                                              



---



##### 



49



| |  |  | Determination Date in question. If two or more of the Reference Banks provide the Agent with such offered quotations, the Rate of
Interest for such Interest Period shall be the arithmetic mean (rounded if necessary to the fifth decimal place with 0.000005 being
rounded upwards) of such offered quotations plus or minus (as appropriate) the Margin (if any), all as determined by the Agent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | If on any Interest Determination Date one only or none of the Reference Banks provides the Agent with
such offered quotations as provided in the preceding paragraph, the Rate of Interest for the relevant
Interest Period shall be the rate per annum which the Agent determines as being the arithmetic mean
(rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the rates, as
communicated to (and at the request of) the Agent by the Reference Banks or any two or more of them, at
which such banks were offered, at approximately 11.00 a.m. (London time, if the Reference Rate is LIBOR,
or Brussels time, if the Reference Rate is EURIBOR) on the relevant Interest Determination Date, deposits
in the Specified Currency for a period equal to that which would have been used for the Reference Rate by
leading banks in, if the Reference Rate is LIBOR, the London inter-bank market or, if the Reference Rate
is EURIBOR, the Euro-zone inter-bank market, as the case may be, plus or minus (as appropriate) the Margin
(if any) or, if fewer than two of the Reference Banks provide the Agent with such offered rates, the
offered rate for deposits in the Specified Currency for a period equal to that which would have been used
for the Reference Rate, or the arithmetic mean (rounded as provided above) of the offered rates for
deposits in the Specified Currency for a period equal to that which would have been used for the Reference
Rate, at which, if the Reference Rate is LIBOR, at approximately 11.00 a.m. (London time) or, if the
Reference Rate is EURIBOR, at approximately 11.00 a.m. (Brussels time), on the relevant Interest
Determination Date, any one or more banks (which bank or banks is or are in the opinion of the Issuer
suitable for such purpose) informs the Agent it is quoting to leading banks in, if the Reference Rate is
LIBOR, the London inter-bank market or, if the Reference Rate is EURIBOR, the Euro-zone inter-bank market,
as the case may be, plus or minus (as appropriate) the Margin (if any), provided that, if the Rate of
Interest cannot be determined in accordance with the foregoing provisions of this paragraph, the Rate of
Interest shall be determined as at the last preceding Interest Determination Date (though substituting,
where a different Margin is to be applied to the relevant Interest Period from that which applied to the
last preceding Interest Period, the Margin relating to the relevant Interest Period, in place of the
Margin relating to that last preceding Interest Period).
|
| |  |  | If the Reference Rate from time to time in respect of Floating Rate Notes is specified in the
applicable Pricing Supplement as being other than LIBOR or EURIBOR, the Rate of Interest in respect of
such Notes will be determined as provided in the applicable Pricing Supplement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  |  | In these Terms and Conditions,
Reference Banks means, in the case of a determination of LIBOR,
the principal London office of four major banks in the London inter-bank market and, in the case of a
determination of EURIBOR, the principal Euro-zone office of four major banks in the Euro-zone inter-bank
market, in each case selected by the Agent or as specified in the applicable Pricing Supplement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            



|(iii) |  | Minimum Rate of Interest and/or
Maximum Rate of Interest
If the applicable Pricing Supplement specifies a Minimum Rate of Interest for any Interest Period, then,
in the event that the Rate of Interest in respect of such Interest Period determined in accordance with
the provisions of 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 Pricing Supplement specifies a Maximum Rate of Interest for any Interest Period, then,
in the event that the Rate of Interest in respect of such Interest Period determined in accordance with
the provisions of paragraph (ii) above is greater than such Maximum Rate
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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##### 



50



|     |  | of Interest, the Rate of Interest for such Interest Period shall be such Maximum Rate of Interest.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(iv) |  | Determination of Rate of Interest and calculation of Interest Amounts
The Agent, in the case of Floating Rate Notes, 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 Agent of the
Rate of Interest for the relevant Interest Period as soon as practicable
after calculating the same.                                 
|    
|     |  | The 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 in accordance with this Condition 4(b):                                                                                                                                                                                                                                                                                                                                                                                                                                                                            



| | (i)   |  | if Actual/365 or
Actual/Actual (ISDA) is
specified in the applicable Pricing Supplement, the actual
number of days in the Interest Period divided by 365 (or, if
any portion of that Interest Period falls in a leap year, the
sum of (A) the actual number of days in that portion of the
Interest Period falling in a leap year divided by 366 and (B)
the actual number of days in that portion of the Interest
Period falling in a non-leap year divided by 365);                                                                                                                                                                                                                                                          
| | ----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | if Actual/365 (Fixed) is specified in the
applicable Pricing Supplement, the actual number of days in
the Interest Period divided by 365;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (iii) |  | if Actual/365 (Sterling) is specified in the
applicable Pricing Supplement, the actual number of days in
the Interest Period divided by 365 or, in the case of an
Interest Payment Date falling in a leap year, 366;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (iv)  |  | if Actual/360 is specified in the applicable
Pricing Supplement, the actual number of days in the Interest
Period divided by 360;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (v)   |  | if 30/360,
360/360 or Bond Basis is
specified in the applicable Pricing Supplement, the number of
days in the Interest Period divided by 360 (the number of days
to be calculated on the basis of a year of 360 days with 12
30-day months (unless (a) the last day of the 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 Pricing Supplement, 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 Agent will cause the Rate of Interest and each
Interest Amount for each Interest Period and the
relevant Interest Payment Date to be notified to the
Issuer and any stock exchange on which the relevant
Floating Rate Notes or Index Linked Interest Notes
are for the time being listed and notice thereof to
be published in accordance with Condition 13 as soon
as possible after their determination but in no event
later than the fourth London Business Day thereafter.
Each





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51




| |  |  | 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 on
which the relevant Floating Rate Notes or Index Linked Interest Notes are for
the time being listed and to the Noteholders in accordance with Condition 13.
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 business in London.
| |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (vi)  |  | Determination of Calculation by Trustee
If for any reason at any relevant time the Agent or,
as the case may be, the Calculation Agent defaults in
its obligation to determine the Rate of Interest or
the 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 Pricing Supplement, as the case may be,
and in each case in accordance with paragraph (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 4, but subject
always to any Minimum or Maximum Rate of Interest
specified in the applicable Pricing Supplement), it
shall deem fair and reasonable in all the
circumstances or, as the case may be, the Trustee
shall calculate the Interest Amount(s) in such manner
as it shall deem fair and reasonable in all the
circumstances and each such determination or
calculation shall be deemed to have been made by the
Agent 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 4(b),
whether by the 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 Issuer, the Guarantor, the
Agent, the Calculation Agent (if applicable), the
other Paying Agents and all Noteholders,
Receiptholders and Couponholders and (in the absence
as aforesaid) no liability to the Issuer, the
Guarantor, the Noteholders, the Receiptholders or the
Couponholders shall attach to the Agent or the
Calculation Agent or the Trustee (if applicable) 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 Interest Notes
| | --- |  | ----------------------------------------



| |     |  | The rate or amount of interest payable in respect of Dual Currency
Interest Notes shall be determined in the manner specified in the
applicable Pricing Supplement.                                                                                                                                                                                 
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (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 Pricing Supplement.                                                                                                         
|
| | (e) |  | Accrual of interest                                                                                                                                                                                                                                                                                                                                 
|
| |     |  | Each Note (or in the case of the redemption of part only of a Note,
that part only of such Note) will cease to bear interest (if any) from
the date for its redemption unless, upon due presentation thereof,
payment of principal is improperly withheld or refused. In such event,
interest will continue to accrue as provided in the Trust Deed.



| | 5. |  | Payments
| | -- |  | --------



| | (a) |  | Method of payment         
| | --- |  | --------------------------
|
| |     |  | Subject as provided below:



| | (i) |  | payments in a Specified Currency other than Euro will be
made by credit or transfer to an account outside the United States
in the relevant Specified Currency (which, in the case of a
payment in Japanese yen to a non-resident of Japan, shall be a
non-resident account) maintained by the payee with, or, at the
option of the payee, by a cheque in such Specified Currency drawn
on, a bank in the principal financial
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### 



52

centre of the country of such Specified Currency (which, if the
Specified Currency is Australian dollars or New Zealand dollars,
shall be Melbourne or Wellington, respectively); and(ii)
    
    payments in Euro will be made by credit or transfer to a
Euro account (or any other account to which Euro may be credited
or transferred) specified by the payee 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 7. No payments will be made to
an account located in the United States or by mail to an address in the
United States.  (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.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 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 or Long Maturity Notes (as defined below)) should be
presented for payment together with all unmatured Coupons appertaining
thereto (which expression shall for this purpose include Coupons
falling to be issued on exchange of matured Talons), failing which the
amount of any missing unmatured Coupon (or, in the case of payment not
being made in full, the same proportion of the amount of such missing
unmatured Coupon as the sum so paid bears to the sum due) will be
deducted from the sum due for payment. Each amount of principal so
deducted will be paid in the manner mentioned above against surrender
of the relative missing Coupon at any time before the expiry of 10
years after the Relevant Date (as defined in Condition 7) in respect of
such principal (whether or not such Coupon would otherwise have become
void under Condition 8) or, if later, five years from the date on which
such Coupons 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,
Index Linked Note or Long Maturity Note in definitive form becomes due
and repayable, unmatured Coupons and Talons (if any) relating thereto
(whether or not attached) shall become void and no payment or, as the
case may be, exchange for further Coupons shall be made in respect
thereof. A ''Long Maturity Note is a Fixed Rate Note (other than a
Fixed Rate Note which on issue had a Talon attached) whose nominal
amount on issue is less than the aggregate interest payable thereon
provided that such Note shall cease to be a Long Maturity Note on the
Interest Payment Date on which the aggregate amount of interest
remaining to be paid after that date is less than the nominal amount of
such Note.If the due date for redemption of any definitive Note is not an
Interest Payment Date, interest (if any) accrued in respect of such
Note from (and including) the preceding Interest Payment Date or, as
the case may be, the Interest Commencement Date shall be payable only
against surrender of the relevant definitive Note.  (c)
    
    Payments in respect of Global Notes




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##### 



53    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 paymentsThe holder of a Global Note shall be the only person entitled to
receive payments in respect of Notes represented by such Global Note
and the Issuer or, as the case may be, the Guarantor will be discharged
by payment to, or to the order of, the holder of such Global Note in
respect of each amount so paid. Each of the persons shown in the
records of Euroclear or Clearstream, Luxembourg as the beneficial
holder of a particular nominal amount of Notes represented by such
Global Note must look solely to Euroclear or Clearstream, Luxembourg,
as the case may be, for his share of each payment so made by the Issuer
or, as the case may be, the Guarantor to, or to the order of, the
holder of such Global Note.Notwithstanding the foregoing provisions of this Condition, if any
amount of principal and/or interest in respect of Notes is payable in
U.S. dollars, such U.S. dollar payments of principal and/or interest in
respect of such Notes will be made at the specified office of a Paying
Agent in the United States if:  (i)
    
    the Issuer has appointed Paying Agents with specified
offices outside the United States with the reasonable expectation
that such Paying Agents would be able to make payment in U.S.
dollars at such specified offices outside the United States of the
full amount of principal and interest on the Notes in the manner
provided above when due;(ii)
    
    payment of the full amount of such principal and interest
at all such specified offices outside the United States is illegal
or effectively precluded by exchange controls or other similar
restrictions on the full payment or receipt of principal and
interest in U.S. dollars; and(iii)
    
    such payment is then permitted under United States law
without involving, in the opinion of the Issuer and the Guarantor,
adverse tax consequences to the Issuer or the Guarantor.  (e)
    
    Payment DayIf 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
entitled to payment until the next following Payment Day in the
relevant place and shall not be entitled to further interest or other
payment in respect of such delay. For these purposes, Payment Day
means any day which (subject to Condition 8) is:  (i)
    
    a day on which commercial banks and foreign exchange
markets settle payments and are open for general business
(including dealing in foreign exchange and foreign currency
deposits) in:  (A)
    
    the relevant place of presentation;(B)
    
    London;(C)
    
    any Additional Financial Centre specified in the applicable Pricing
Supplement; and  (ii)
    
    either (1) in relation to any sum payable in a Specified
Currency other than Euro, a day on which commercial banks and
foreign exchange markets settle payments and are open for general
business (including dealing in foreign exchange and foreign
currency deposits) in the principal financial centre of the
country of the relevant Specified Currency (if other than the
place of presentation, London and any Additional Financial Centre
and which if the Specified Currency is Australian dollars or New
Zealand dollars shall be Melbourne or Wellington, respectively) or
(2) in relation to any sum payable in Euro, a day on which the
TARGET System is open.  (f)
    
    Interpretation of principal and interestAny reference in these Terms and Conditions to principal in respect of
the Notes shall be deemed to include, as applicable:  (i)
    
    any additional amounts which may be payable with respect
to principal under Condition 7 or under any undertakings given in
addition thereto or in substitution therefor pursuant to the Trust
Deed;




---



##### 



54  (ii)
    
    the Final Redemption Amount of the Notes;(iii)
    
    the Early Redemption Amount of the Notes;(iv)
    
    the Optional Redemption Amount(s) (if any) of the Notes;(v)
    
    in relation to Notes redeemable in instalments, the Instalment
Amounts;(vi)
    
    in relation to Zero Coupon Notes, the Amortised Face
Amount (as defined in Condition 6(e)); and(vii)
    
    any premium and any other amounts (other than interest)
which may be payable by the Issuer under or in respect of the
Notes.  Any reference in these 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 7
or under any undertakings given in addition thereto or in substitution
therefor pursuant to the Trust Deed.  6.
    
    Redemption and Purchase  (a)
    
    Redemption at maturityUnless previously redeemed or purchased and cancelled as specified
below, each Note (including each Index Linked Redemption Note and Dual
Currency Redemption Note) will be redeemed by the Issuer at its Final
Redemption Amount specified in, or determined in the manner specified
in, the applicable Pricing Supplement in the relevant Specified
Currency on the Maturity Date.(b)
    
    Redemption for tax reasonsThe Notes may be redeemed at the option of the Issuer in whole, but not
in part, at any time (if this Note is neither a Floating Rate Note, an
Index Linked Interest Note nor a Dual Currency Interest Note) or on any
Interest Payment Date (if this Note is either a Floating Rate Note, an
Index Linked Interest Note or a Dual Currency Interest Note), on giving
not less than 30 nor more than 60 days notice to the Trustee and the
Agent and, in accordance with Condition 13, the Noteholders (which
notice shall be irrevocable), if the Issuer satisfies the Trustee
immediately before the giving of the notice referred to above that
either:  (i)
    
    on the occasion of the next payment due under the Notes,
the Issuer has or will become obliged to pay additional amounts as
provided or referred to in Condition 7 or the Guarantor would be
unable for reasons outside its control to procure payment by the
Issuer and in making payment itself would be required to pay such
additional amounts, in each case as a result of any change in, or
amendment to, the laws or regulations of a Tax Jurisdiction (as
defined in Condition 7) or any change in the application or
official interpretation of such laws or regulations, which change
or amendment becomes effective on or after the date on which
agreement is reached to issue the first Tranche of the Notes; and(ii)
    
    such obligation cannot be avoided by the Issuer or, as
the case may be, the Guarantor taking reasonable measures
available to it,  provided that no such notice of redemption shall be given earlier than
90 days prior to the earliest date on which the Issuer or, as the case
may be, the Guarantor would be obliged to pay such additional amounts
were a payment in respect of the Notes then due.Prior to the publication of any notice of redemption pursuant to this
Condition, the Issuer shall deliver to the Trustee a certificate signed
by two Directors of the Issuer or two authorised officers of the Issuer
or, as the case may be, two Directors of the Guarantor or two
authorised officers of the Guarantor stating that the Issuer is
entitled to effect such redemption and setting forth a statement of
facts showing that the conditions precedent to the right of the Issuer
so to redeem have occurred, and an opinion of independent legal
advisers of recognised standing to the effect that the Issuer or, as
the case may be, the Guarantor has or will become obliged to pay such
additional amounts as a result of such change or amendment, and the
Trustee shall be entitled to rely on such certificate and opinion in
good faith without further enquiry.Notes redeemed pursuant to this Condition 6(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 Issuer (Call Option)If Call Option is specified in the applicable Pricing Supplement, the
Issuer may, having given:




---



##### 



55    (i)
    
    not less than 15 nor more than 30 days notice to the
Noteholders in accordance with Condition 13; and(ii)
    
    not less than 15 days before the giving of the notice
referred to in (i), notice to the Trustee and the Agent;  (which notices shall be irrevocable and shall specify the date fixed
for redemption), redeem all or some only of the Notes then outstanding
on any Optional Redemption Date and at the Optional Redemption
Amount(s) specified in, or determined in the manner specified in, the
applicable Pricing Supplement together, if appropriate, with interest
accrued to (but excluding) the relevant Optional Redemption Date. Any
such redemption must be of a nominal amount not less than the Minimum
Redemption Amount and not more than the Maximum Redemption Amount in
each case as may be specified in the applicable Pricing Supplement. In
the case of a partial redemption of Notes, the Notes to be redeemed
(Redeemed Notes) will be selected individually by lot, in the case
of Redeemed Notes represented by definitive Notes, and in accordance
with the rules of Euroclear and/or Clearstream, Luxembourg, in the case
of Redeemed Notes represented by a Global Note, not more than 30 days
prior to the date fixed for redemption (such date of selection being
hereinafter called the Selection Date). In the case of Redeemed
Notes represented by definitive Notes, a list of the serial numbers of
such Redeemed Notes will be published in accordance with Condition 13
not less than 15 days prior to the date fixed for redemption. The
aggregate nominal amount of Redeemed Notes represented by definitive
Notes shall bear the same proportion to the aggregate nominal amount of
all Redeemed Notes as the aggregate nominal amount of definitive Notes
outstanding bears to the aggregate nominal amount of the Notes
outstanding, in each case on the Selection Date, provided that such
first mentioned nominal amount shall, if necessary, be rounded
downwards to the nearest integral multiple of the Specified
Denomination, and the aggregate nominal amount of Redeemed Notes
represented by a Global Note shall be equal to the balance of the
Redeemed Notes. No exchange of the relevant Global Note will be
permitted during the period from (and including) the Selection Date to
(and including) the date fixed for redemption pursuant to this
paragraph (c) and notice to that effect shall be given by the Issuer to
the Noteholders in accordance with Condition 13 at least five days
prior to the Selection Date.(d)
    
    Redemption at the option of the Noteholders other than holders of
Dated Subordinated Notes (Put Option)If this Note is a Senior Note and Put Option is specified in the
applicable Pricing Supplement, upon the holder of this Note giving to
the Issuer in accordance with Condition 13 not less than 15 nor more
than 30 days notice the Issuer will, upon the expiry of such notice,
redeem, subject to, and in accordance with, the terms specified in the
applicable Pricing Supplement, such Note on the Optional Redemption
Date and at the Optional Redemption Amount together, if appropriate,
with interest accrued to (but excluding) the Optional Redemption Date.To exercise the right to require redemption of this Note the holder of
this Note must, if this Note is in definitive form and held outside
Euroclear and Clearstream, Luxembourg, deliver, at the specified office
of any Paying Agent at any time during normal business hours of such
Paying Agent falling within the notice period, a duly completed and
signed notice of exercise in the form (for the time being current)
obtainable from any specified office of any Paying Agent (a
Put Notice) and in which the holder must specify a bank account (or, if
payment is required to be made by cheque, an address) to which payment
is to be made under this Condition accompanied by this Note or evidence
satisfactory to the Paying Agent concerned that this Note will,
following delivery of the Put Notice, be held to its order or under its
control. If this Note is represented by a Global Note or is in
definitive form and held through Euroclear or Clearstream, Luxembourg,
to exercise the right to require redemption of this Note the holder of
this Note must, within the notice period, give notice to the Agent of
such exercise in accordance with the standard procedures of Euroclear
and Clearstream, Luxembourg (which may include notice being given on
his instruction by Euroclear or Clearstream, Luxembourg or any common
depositary for them to the Agent by electronic means) in a form
acceptable to Euroclear and Clearstream, Luxembourg from time to time
and, if this Note is represented by a Global Note, at the same time
present or procure the presentation of the relevant Global Note to the
Agent for notation accordingly.(e)
    
    Early Redemption AmountsFor the purpose of paragraph (b) above and Condition 9, each Note will
be redeemed at its Early Redemption Amount calculated as follows:  (i)
    
    in the case of a Note other than a Zero Coupon Note (but
including an Instalment Note and Partly Paid Note), at the amount
specified in, or determined in the manner specified in, the
applicable Pricing




---



##### 



56  Supplement or, if no such amount or manner is so specified in the
applicable Pricing Supplement, at its nominal amount; or(ii)
    
    in the case of a Zero Coupon Note, at an amount (the
Amortised Face Amount) calculated in accordance with the
following formula: Early Redemption Amount = RP × (1 + A)ywhere:RP
    
    means the Reference Price; andAY
    
    means the Accrual Yield expressed as a decimal; andY
    
    is a fraction, the numerator of which
is equal to the number of days (calculated on the basis
of a 360-day year consisting of 12 months of 30 days
each) from (and including) the Issue Date of the first
Tranche of the Notes to (but excluding) the date fixed
for redemption or (as the case may be) the date upon
which such Notes become due and repayable and the
denominator of which is 360,
  or on such other calculation basis as may be specified in the applicable
Pricing Supplement.  (f)
    
    InstalmentsInstalment 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 NotesPartly Paid Notes will be redeemed, whether at maturity, early
redemption or otherwise, in accordance with the provisions of this
Condition and the applicable Pricing Supplement.(h)
    
    PurchasesThe Issuer, the Guarantor or any other Subsidiary (as defined below) of
the Guarantor 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.(i)
    
    CancellationAll 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 (together with all unmatured Receipts, Coupons and Talons
cancelled therewith) shall be forwarded to the Agent and cannot be
reissued or resold.(j)
    
    Late payment on Zero Coupon NotesIf 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 9 is improperly withheld or refused, the amount due and
repayable in respect of such Zero Coupon Note shall be the amount
calculated as provided in 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 payable were replaced
by references to the date which is the earlier of:  (i)
    
    the date on which all amounts due in respect of such Zero Coupon Note
have been paid; and(ii)
    
    five days after the date on which the full amount of the
moneys payable in respect of such Zero Coupon Notes has been
received by the Agent or the Trustee and notice to that effect has
been given to the Noteholders in accordance with Condition 13.  7.
    
    Taxation  (a)
    
    Payments without Withholding or Deduction All payments of principal and interest in respect of the Notes, Receipts
and Coupons by the Issuer or the Guarantor will be made without withholding or
deduction for or on account of any present or future taxes or duties of
whatever nature




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57  imposed or levied by or on behalf of any Tax Jurisdiction unless such
withholding or deduction is required by law. In such event, the Issuer or, as
the case may be, the Guarantor 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.  (b)
    
    Exceptions Relating to United Kingdom Taxes The obligation of the Issuer and the Guarantor (if the Guarantor is
required to make payments under the Guarantee) in Condition 7(a) hereof to pay
additional amounts in respect of taxes imposed, levied, collected, withheld or
assessed by or within the United Kingdom or any taxing authority thereof or
therein shall not apply as a result of withholding or deduction on account of
any Note, Receipt or Coupon presented or surrendered:  (i)
    
    by or on behalf of a holder who (a) would be able to avoid such
withholding or deduction by satisfying any statutory requirements or
by making a declaration of non-residence or any other claim for
exemption to the relevant tax authority (but fails to do so) or (b) is
liable for such taxes or duties in respect of such Note, Receipt or
Coupon by reason of his having some present or former connection with
the United Kingdom other than the mere holding of such Note, Receipt
or Coupon; or(ii)
    
    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 defined
in Condition 5(e)); or(iii)
    
    where such withholding or deduction is imposed on a payment to
an individual and is required to be made pursuant to any European
Union Directive on the taxation of savings implementing the
conclusions of the ECOFIN Council meeting of 26th-27th November, 2000
or any law implementing or complying with, or introduced in order to
conform to, such Directive; or(iv)
    
    for payment by or on behalf of a holder who would be 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.  (c)
    
    Exceptions Relating to United States Taxes The obligation of the Issuer and the Guarantor (if the Guarantor is
required to make payments under the Guarantee) in Condition 7(a) hereof to pay
additional amounts in respect of taxes imposed, levied, collected, withheld or
assessed by or within the United States of America or any taxing authority
thereof or therein shall not apply as a result of withholding or deduction on
account of one or more of the following:  (i)
    
    any tax, duty, assessment or other governmental charge which
would not have been imposed but for (A) the existence of any present
or former connection between the holder of the Note (or between a
fiduciary, settlor, beneficiary, member or shareholder of, or
possessor of power over, such holder, if such holder is an estate, a
trust, a partnership or a corporation) and the United States of
America, including, without limitation, such holder (or such
fiduciary, settlor, beneficiary, member or shareholder or possessor)
being or having been present therein, being or having been a citizen
or resident thereof, being or having been engaged in a trade or
business therein or having or having had a permanent establishment
therein or (B) the failure by such holder to comply with any
certification, identification, or information reporting requirements
under the income tax laws and regulations of the United States of
America, without regard to any tax treaty, or any political
subdivision or taxing authority thereof or therein to establish
entitlement to an exemption from withholding as a non-resident of the
United States of America; or(ii)
    
    any tax, duty, assessment or other governmental charge which
would not have been so imposed but for the presentation or surrender
by the holder of the Note, Receipt or Coupon for payment on a date
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 defined in
Condition 5(e)); or(iii)
    
    in the case of any estate, inheritance, gift, sales, transfer,
excise, personal property or similar tax, assessment or other
governmental charge; or(iv)
    
    any tax, assessment or other governmental charge imposed by
reason of such Noteholders past or present status as a passive
foreign investment company, a controlled foreign corporation, a
personal holding company or




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58  foreign personal holding company with respect to the United States, as
a private foundation or other tax exempt organisation for United States
federal income tax purposes, or as a corporation which accumulates
earnings to avoid United States federal income tax; or(v)
    
    any tax, assessment or other governmental charge which is payable
otherwise than by withholding from payment of principal of, or
interest on, such Note, receipt or coupon; or(vi)
    
    any tax, assessment or other governmental charge required to be
withheld by any Paying Agent from any payment of principal of, or
interest on, any Note, receipt or coupon if such payment can be made
without withholding by any other Paying Agent; or(vii)
    
    any tax assessment or other governmental charge imposed on
interest received by a holder or beneficial owner of a Note, receipt
or coupon that is a 10 per cent. shareholder (as defined in Section
871(h)(3)(B) of the United States Internal Revenue Code of 1986, as
amended (the Code), and the regulations that may be promulgated
thereunder) of the Guarantor.No additional amounts shall be paid to any United States Alien (as
defined below) who is a fiduciary or partnership or other than the sole
beneficial owner of such Note, receipt or coupon appertaining thereto
to the extent that a beneficiary or settlor with respect to such
fiduciary, or a member of such partnership or a beneficial owner
thereof would not have been entitled to the payment of such additional
amounts had such beneficiary, settlor, member or beneficial owner been
the holder of the Note, receipt of any coupon appertaining thereto.As used herein:  (A)
    
    United States Alienmeans any person who, for United
States federal income tax purposes, is a foreign corporation, a
non-resident alien individual, a non-resident alien fiduciary of a
foreign estate or trust, or foreign partnership one or more of the
members of which is, for United States federal income tax
purposes, a foreign corporation, a non-resident alien individual
or a non-resident alien fiduciary of a foreign estate or trust;(B)
    
    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 Agent or the
Trustee on or prior to such due date, it means the date on which,
the full amount of such moneys having been so received, notice to
that effect is duly given to the Noteholders in accordance with
Condition 13; and(C)
    
    Tax Jurisdictionmeans the United Kingdom or any
political subdivision or any authority thereof or therein having
power to tax (in the case of payments by the Issuer) or the United
States or any political subdivision or any authority thereof or
therein having power to tax (in the case of payments by the
Guarantor).  8.
    
    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 7)
therefor. There shall not be included in any Coupon sheet issued on exchange of a
Talon any Coupon the claim for payment in respect of which would be void
pursuant to this Condition or Condition 5(b) or any Talon which would be void
pursuant to Condition 5(b).  9.
    
    Events of Default  (a)
    
    Events of Default and Enforcement relating only to Senior Notes  (i)
    
    This Condition 9(a) shall apply only to Senior Notes.(ii)
    
    The Trustee at its discretion may, and if so requested in
writing by the holders of at least one-quarter in nominal amount
of the Notes then outstanding (as defined in the Trust Deed) or if
so directed by an Extraordinary Resolution (as defined in the
Trust Deed) of the Noteholders shall (subject to being indemnified
to its satisfaction), (but, in the case of the happening of any of
the events mentioned in sub-paragraphs (B), (C), (E), (F), (G) and
(H) below, only if the Trustee shall have certified in writing to
the Issuer that such event is, in its opinion, materially
prejudicial to the interests of the Noteholders) give notice to
the Issuer that the Notes are, and they shall accordingly thereby
become, immediately due and




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59  repayable at their Early Redemption Amount, together with accrued
interest (if any) as provided in the Trust Deed, if any of the
following events (Events of Default) shall have occurred and be
continuing (provided that, in the case of the occurrence of any
event or events set forth in sub-paragraphs (D) or (F) below in
respect of the Guarantor, the Notes shall become immediately and
automatically due and payable without any declaration or other
notice to the Issuer or the Guarantor or any other formality
required):  (A)
    
    if default is made in the payment of any
principal, premium (if any) or interest due in respect of the
Notes or any of them and, in the case of interest, such
default continues for a period of 30 days; or(B)
    
    if the Issuer or the Guarantor fails to perform,
observe or comply with any obligation, condition or provision
binding on it under these Terms and Conditions or the Trust
Deed (other than any obligation of the Issuer or the Guarantor
for the payment of any principal or premium or interest in
respect of the Notes) and such failure continues for more than
90 days (or such longer period as the Trustee may permit)
following service by the Trustee on the Issuer or the
Guarantor (as the case may be) of notice requiring the same to
be remedied; or(C)
    
    if any indebtedness for moneys borrowed (which
indebtedness has an outstanding aggregate principal amount of
at least the Specified Amount) of the Issuer or the Guarantor
is not paid on its due date (or by the expiry of any
applicable grace period as originally provided) or becomes due
and payable prior to its stated maturity by reason of default
or if any guarantee of or indemnity in respect of any payment
in respect of indebtedness for moneys borrowed of any third
party given by the Issuer or the Guarantor is not honoured
when due and called upon (except where the aggregate liability
under any such guarantee or indemnity does not equal or exceed
the Specified Amount); or(D)
    
    if, otherwise than for the purposes of a
reconstruction or amalgamation on terms previously approved in
writing by the Trustee or by an Extraordinary Resolution of
the Noteholders, an order is made or an effective resolution
is passed for the winding up of the Issuer or the Guarantor;
or(E)
    
    if the Issuer or the Guarantor ceases or
threatens to cease to carry on the whole or substantially the
whole of its business, save for the purposes of reorganisation
on terms approved by the Trustee or an Extraordinary
Resolution of the Noteholders, or the Issuer or the Guarantor
stops or threatens to stop payment of, or is unable to, or
admits inability to, pay, its debts as they fall due, or is
deemed unable to pay its debts pursuant to or for the purposes
of any applicable law, or is adjudicated or found bankrupt or
insolvent; or(F)
    
    if (A) an order is made against the Issuer or the
Guarantor under any applicable liquidation, insolvency,
composition, reorganisation or other similar laws, or an order
is made for the appointment of an administrative or other
receiver, manager, administrator or other similar official, or
an administrative or other receiver, manager, administrator or
other similar official is appointed, in relation to the Issuer
or the Guarantor or, as the case may be, in relation to the
whole or substantially the whole of the undertaking or assets
of any of them, or an encumbrancer takes possession of the
whole or substantially the whole of the undertaking or assets
of any of them, or a distress, execution, attachment,
sequestration or other process is levied, enforced upon, sued
out or put in force against the whole or substantially the
whole of the undertaking or assets of any of them and (B) in
any case is not discharged within 60 days; or(G)
    
    if the Issuer or the Guarantor initiates or
consents to judicial proceedings relating to itself under any
applicable liquidation, insolvency, composition,
reorganisation or other similar laws; or(H)
    
    the Issuer ceases to be a subsidiary (within the
meaning of Section 736 of the Companies Act 1985) directly or
indirectly, of the Guarantor.  (iii)
    
    At any time after the Notes or any of them shall have
become due and repayable and have not been repaid, the Trustee
may, at its discretion and without further notice, institute such
proceedings against the Issuer and/or the Guarantor as it may
think fit to enforce repayment thereof together with accrued
interest and to enforce the provisions of the Trust Deed, but it
shall not be bound to institute any such proceedings unless (a) it
shall have been so directed by an Extraordinary Resolution of the
Noteholders or so requested in writing by the holders of at least
one-quarter in nominal amount of the Notes then




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60  outstanding; and (b) it shall have been indemnified to its
satisfaction. No Noteholder, Receiptholder or Couponholder shall be
entitled to proceed against the Issuer or the Guarantor unless the
Trustee, having become bound so to proceed, fail to do so within a
reasonable time and such failure is continuing. For the purposes of Condition 9(a):  (i)
    
    indebtedness for moneys borrowed means any present or
future indebtedness for or in respect of moneys borrowed or raised
provided that indebtedness for moneys borrowed shall not include
with respect to any entity which is a bank:  (a)
    
    indebtedness for moneys borrowed in respect of retail deposits held by
such entity;(b)
    
    indebtedness for moneys borrowed in respect of
agreements in the ordinary course of business to purchase or
repurchase securities or loans; and(c)
    
    contingent liabilities incurred in the ordinary
course of banking business (including bankers acceptances,
trade acceptances, letters of credit and finance acceptance),and provided further that each of the foregoing items in this
definition shall be deemed to constitute indebtedness for moneys
borrowed only to the extent it would be (or in the case of
contingent obligations, the indebtedness for moneys borrowed of the
primary obligor would be) required to be reflected as a liability
by generally accepted accounting principles in England and Wales or
the United States (as the case may be);  (ii)
    
    Subsidiary means any corporation or other business
entity of which the Guarantor owns or controls (either directly or
through another Subsidiary or other Subsidiaries) 50 per cent. or
more of the issued share capital or other ownership interest
having ordinary voting power to elect directors, managers or
trustees of such corporation or other business entity (other than
capital stock or other ownership interest of any other class or
classes which have voting power upon the occurrence of any
contingency) and any corporation or other business entity which at
any time has its accounts consolidated with those of the
Guarantor; and(iii)
    
    Specified Amount shall mean £15,000,000 or its
equivalent in any other currency or currencies.  (b)
    
    Events of Default and Enforcement relating only to Dated Subordinated
Notes  (i)
    
    This Condition 9(b) shall apply only to Dated Subordinated Notes.(ii)
    
    If default is made in the payment of principal, premium
(if any) or interest due in respect of the Notes and such default
continues for a period of 30 days, the Trustee may, subject as
provided below, at its discretion and without further notice,
institute proceedings for the winding up of the Issuer in England
and/or Wales (but not elsewhere) or (to the extent permitted by
applicable laws or regulations) for the winding-up of the
Guarantor in the United States (but not elsewhere) or submit a
claim in the winding-up of the Issuer or the Guarantor (whether in
England and/or Wales or, as the case may be, the United States or
elsewhere), but may take no further action against the Issuer or
take any action to wind up the Guarantor in respect of such
default.Under the United States Federal Deposit Insurance Act, currently
only the United States Federal Deposit Insurance Corporation has
the authority to wind up the Guarantor.(iii)
    
    If, otherwise than for the purposes of a reconstruction
or amalgamation on terms previously approved in writing by the
Trustee or by an Extraordinary Resolution of the Noteholders, an
order is made or an effective resolution is passed for the winding
up of the Issuer or the Guarantor (whether in England and/or Wales
or, as the case may be, in the United States or elsewhere), the
Trustee may, subject as provided below, at its discretion, give
notice to the Issuer that the Notes are, and they shall
accordingly thereby forthwith become, immediately due and
repayable at their Early Redemption Amount, together with accrued
interest (if any) as provided in the Trust Deed. In the case of a
winding up of the Guarantor, the Notes shall become immediately
and automatically due and payable without any declaration or other
notice to the Issuer or the Guarantor or any other formality
required.(iv)
    
    Without prejudice to paragraph (ii) or (iii) above, if
the Issuer or the Guarantor fails to perform, observe or comply
with any obligation, condition or provision binding on it under
these Terms and Conditions or the Trust Deed (other than any
obligation of the Issuer or the Guarantor for the payment of any
principal, premium or interest in respect of the Notes) and such
failure continues for more than 10 days (or such




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61  longer period as the Trustee may permit) following service by the
Trustee on the Issuer or the Guarantor (as the case may be) of
notice requiring the same to be remedied the Trustee may, subject
as provided below, at its discretion and without further notice,
institute such proceedings against the Issuer or the Guarantor (as
the case may be) as it may think fit to enforce such obligation,
condition or provision provided that neither the Issuer nor the
Guarantor shall as a consequence of such proceedings be obliged to
pay any sum or sums representing or measured by reference to
principal or interest in respect of the Notes sooner than the same
would otherwise have been payable by it or any damages.(v)
    
    The Trustee shall be bound to take action as referred to
in paragraphs (ii), (iii) and/or (iv) above if (I) it shall have
been so requested by an Extraordinary Resolution of the
Noteholders or in writing by the holders of at least one-quarter
in nominal amount of the Notes then outstanding and (II) it shall
have been indemnified to its satisfaction.(vi)
    
    No Noteholder, Receiptholder or Couponholder shall be
entitled to proceed directly against the Issuer or the Guarantor
pursuant to paragraph (iv) above unless the Trustee, having become
bound so to proceed, fails to do so within a reasonable period and
such failure is continuing. No Noteholder, Receiptholder or
Couponholder shall be entitled to institute proceedings in England
and/or Wales or in the United States as the case may be (or
elsewhere) for the winding up of the Issuer or the Guarantor or to
submit a claim in the winding up of the Issuer or the Guarantor
except that if the Trustee, having become bound so to proceed
against the Issuer or the Guarantor as aforesaid, fails to do so,
or, being able and bound to submit a claim in the winding up of
the Issuer or the Guarantor, fails to do so, in each case within a
reasonable period and such failure is continuing, then any such
holder may, on giving an indemnity satisfactory to the Trustee, in
the name of the Trustee (but not otherwise), himself institute
proceedings for the winding up of the Issuer and/or the Guarantor
as the case may be, and/or submit a claim in the winding up of the
Issuer or the Guarantor to the same extent (but not further or
otherwise) that the Trustee would have been so entitled to do so.(vii)
    
    No remedy against the Issuer or the Guarantor, other
than as referred to in this Condition 9(b), shall be available to
the Trustee or the Noteholders, Receiptholders or Couponholders,
whether for the recovery of amounts owing in respect of the Notes
or under the Trust Deed or in respect of any breach of the Issuer
or the Guarantor of any of its other obligations under or in
respect of the Notes or under the Trust Deed.  10.
    
    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 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.  11.
    
    Paying Agents The names of the initial Paying Agents and their initial specified offices
are set out below. The Issuer is, with the prior written consent of the Trustee, entitled to
vary or terminate the appointment of any Paying Agent and/or appoint additional
or other Paying Agents outside the United States and/or approve any change in
the specified office outside the United States through which any Paying Agent
acts, provided that:  (i)
    
    there will at all times be an Agent;(ii)
    
    so long as the Notes are listed on any stock exchange, there will
at all times be a Paying Agent with a specified office in such place
as may be required by the rules and regulations of the relevant stock
exchange or other relevant authority; and(iii)
    
    if any European Union Directive on the taxation of savings
implementing the conclusions of the ECOFIN Council meeting of
26th-27th November, 2000 or any law implementing or complying with, or
introduced in order to conform to such Directive is introduced, the
Issuer will ensure that it maintains a Paying Agent in a Member State
of the European Union that will not be obliged to withhold or deduct
tax pursuant to such Directive or law. In addition, the Issuer shall forthwith appoint a Paying Agent having a
specified office in New York City in the circumstances described in Condition
5(d). Any variation, termination, appointment or change shall only take effect
(other




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62 than in the case of insolvency, when it shall be of immediate effect) after not
less than 30 nor more than 45 days prior notice thereof shall have been given
to the Noteholders in accordance with Condition 13. In acting under the Agency Agreement, the Paying Agents act solely as
agents of the Issuer and the Guarantor and, in certain circumstances specified
therein, of the Trustee and do not assume any obligation to, or relationship of
agency or trust with, any Noteholders, Receiptholders or Couponholders. The
Agency Agreement contains provisions permitting any entity into which any
Paying Agent is merged or converted or with which it is consolidated or to
which it transfers all or substantially all of its assets to become the
successor paying agent.  12.
    
    Exchange of Talons On and after the Interest Payment Date on which the final Coupon comprised
in any Coupon sheet matures, the Talon (if any) forming part of such Coupon
sheet may be surrendered at the specified office of the Agent or any other
Paying Agent in exchange for a further Coupon sheet including (if such further
Coupon sheet does not include Coupons to (and including) the final date for the
payment of interest due in respect of the Note to which it appertains) a
further Talon, subject to the provisions of Condition 8.  13.
    
    Notices All notices regarding the Notes will be deemed to be validly given if
published (i) in a leading English language daily newspaper of general
circulation in London approved by the Trustee, and (ii) if and for so long as
the Notes are listed on the Luxembourg Stock Exchange, a daily newspaper of
general circulation in Luxembourg approved by the Trustee. It is expected that
such publication will be made in the Financial Timesin London and the
Luxemburger Wortin Luxembourg. The Issuer shall also ensure that notices are
duly published in a manner which complies with the rules of any stock exchange
on which the Notes are for the time being listed. 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 shall 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 newspaper(s) the delivery of the relevant notice to Euroclear and/or
Clearstream, Luxembourg for communication by them to the holders of the Notes
and, in addition, for so long as any Notes are listed on a stock exchange 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 those rules. 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 Agent. Whilst any of the Notes are
represented by a Global Note, such notice may be given by any holder of a Note
to the Agent through Euroclear and/or Clearstream, Luxembourg, as the case may
be, in such manner as the Agent and Euroclear and/or Clearstream, Luxembourg,
as the case may be, may approve for this purpose.  14.
    
    Meetings of Noteholders, Modification, Authorisation 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 or abrogation of any
of the provisions of these Terms and Conditions, the Notes, the Receipts, the
Coupons or the Trust Deed. Such a meeting may be convened by the Issuer, the
Guarantor or the Trustee and shall be convened by the Issuer if required in
writing by Noteholders holding not less than 10 per cent. in nominal amount of
the Notes for the time being remaining outstanding. The quorum at any such
meeting for passing an Extraordinary Resolution will be 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 or abrogation of certain provisions of these Terms and Conditions,
the Notes, the Receipts, the Coupons or the Trust Deed, the quorum will be one
or more persons holding or representing not less than two-thirds, or at any
adjourned such meeting 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.




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63 The Trustee may agree, without the consent of the Noteholders,
Receiptholders or Couponholders, to any modification of, or 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 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 or to
any modification which is, in the opinion of the Trustee, of a formal, minor or
technical nature or is made to correct a manifest error. The Trustee may agree, without the consent of the Noteholders,
Receiptholders or Couponholders, at any time and from time to time with the
Issuer to any modification of these Terms and Conditions or any of the
provisions of the Trust Deed to conform them in conventions then applicable to
instruments denominated in Euro. Any such modification, waiver or authorisation shall be binding on the
Noteholders, Receiptholders and the Couponholders and, unless the Trustee
agrees otherwise, shall be notified to the Noteholders as soon as practicable
thereafter in accordance with Condition 13. In connection with the exercise by it of any of its trusts, powers,
authorities and discretions (including, without limitation, any modification,
waiver, authorisation, determination or substitution), the Trustee shall have
regard to the interests of the Noteholders as a class and, in particular but
without limitation, shall not have regard to the consequences of the exercise
of its trusts, powers, authorities and discretions for individual Noteholders,
Receiptholders or Couponholders 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 entitled
to require, nor shall any Noteholder, Receiptholder or Couponholder be entitled
to claim, from the Issuer or the Guarantor or any other person, any
indemnification or payment in respect of any tax consequence of any such
exercise upon individual Noteholders, Receiptholders or Couponholders except to
the extent already provided for in Condition 7 and/or any undertaking given in
addition to, or in substitution for, Condition 7 pursuant to the Trust Deed.  15.
    
    Indemnification of the Trustee and Trustee contracting with the Issuer
and/or Guarantor 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 or be interested in any contract or
financial or other transaction or arrangement with the Issuer or the Guarantor
or any person or body corporate associated with the Issuer or the Guarantor,
(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.  16.
    
    Further Issues The Issuer shall be 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.  17.
    
    Substitution  (a)
    
    Substitution of Principal DebtorThe Trustee may agree, without the consent of the Noteholders,
Receiptholders or Couponholders to the substitution in place of the
Issuer (or of any previous substitute under this paragraph) as the
principal debtor under the Notes, the Receipts, the Coupons and the
Trust Deed of either (i) the Guarantor, (ii) any Successor in Business
(as defined in the Trust Deed) of the Issuer or the Guarantor, (iii)
any holding company of either the Issuer or the Guarantor, (iv) any
other Subsidiary of the Guarantor or (v) any Subsidiary of any such
Successor in Business or holding company, subject to (a) except where
the Guarantor or its Successor in Business is the new principal debtor,
the Notes being unconditionally and irrevocably guaranteed (in the case
of Dated Subordinated Notes, on a basis equivalent to that on which the
Notes are subordinated immediately prior to the substitution) by the
Guarantor or, as the case may be, its Successor in Business, (b) the
Trustee being satisfied that the interest of the Noteholders will not
be materially prejudiced by the substitution and (c) certain other
conditions set out in the Trust Deed being complied with.




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##### 



64  (b)
    
    Substitution of the Guarantor as guarantorThe Trustee may also agree, without the consent of the Noteholders,
Receiptholders or Couponholders, to the substitution in place of the
Guarantor in its capacity as guarantor of such Notes of the Successor
in Business (as defined in the Trust Deed) of the Guarantor, subject to
(a) the Trustee being satisfied that the interests of the Noteholders
will not be materially prejudiced by the substitution and (b) certain
other conditions set out in the Trust Deed being complied with.(c)
    
    Effect of substitutionAny such substitution shall be binding on the Noteholders, the
Receiptholders and the Couponholders and, unless the Trustee agrees
otherwise, shall be notified to the Noteholders by the Issuer as soon
as practicable thereafter.  18.
    
    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 a third party which exists or is available apart
from that Act.  19.
    
    Governing Law and Submission to Jurisdiction  (a)
    
    The Trust Deed (including the Guarantee), the Agency Agreement,
the Notes, the Receipts and the Coupons are governed by, and shall be
construed in accordance with, English law.(b)
    
    Submission to jurisdictionThe Guarantor agrees, for the exclusive benefit of the Noteholders, the
Receiptholders and the Couponholders, that the courts of England are to
have jurisdiction to settle any disputes which may arise out of or in
connection with the Notes, the Receipts and/or the Coupons and that
accordingly any suit, action or proceedings (together referred to as
Proceedings) arising out of or in connection with the Notes, the
Receipts and the Coupons may be brought in such courts.Nothing contained in this Condition shall limit any right to take
Proceedings against the Guarantor in any other court of competent
jurisdiction, nor shall the taking of Proceedings in one or more
jurisdictions preclude the taking of Proceedings in any other
jurisdiction, whether concurrently or not.(c)
    
    Appointment of Process AgentThe Guarantor appoints the Issuer at its principal office at Stansfield
House, Chester Business Park, Chester CH4 9QQ, United Kingdom as its
agent for service or process, and undertakes that, in the event of the
Issuer ceasing so to act or ceasing to be registered in England, it
will appoint another person as its agent for service of process in
England in respect of any Proceedings. Nothing herein shall affect the
right to serve proceedings in any other manner permitted by law.(d)
    
    Other documentsThe Guarantor has in the Agency Agreement and the Trust Deed submitted
to the jurisdiction of the English courts and appointed an agent for
service of process in terms substantially similar to those set out
above.




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65   AGENT Deutsche Bank AG London
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom OTHER PAYING AGENT Deutsche Bank Luxembourg
S.A.

2 Boulevard Konrad Adenauer

L-1115 Luxembourg
Luxembourg




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66 THE SECOND SCHEDULE FORMS OF GLOBAL AND DEFINITIVE NOTES, RECEIPTS, COUPONS AND TALONS PART I FORM OF TEMPORARY GLOBAL NOTE [ANY UNITED STATES PERSON (AS DEFINED IN THE UNITED STATES INTERNAL REVENUE
CODE OF 1986, AS AMENDED) 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 UNITED STATES INTERNAL REVENUE
CODE OF 1986, AS AMENDED.]1 [BY ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS
NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION
6049(b)(4) OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED AND
THE REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A
UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION
6049(b)(4) OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED AND
THE REGULATIONS THEREUNDER).]2 MBNA EUROPE FUNDING PLC
(the Issuer)(incorporated with limited liability in England and Wales with registered number 2950906) Unconditionally and irrevocably guaranteed byMBNA AMERICA BANK, NATIONAL ASSOCIATION
(the Guarantor)(a national banking association organised under the laws of the United States of America) TEMPORARY GLOBAL NOTE This Note is a Temporary Global Note in respect of a duly authorised issue of
Notes of the Issuer (the Notes) of the Nominal Amount, Specified
Currency(ies) and Specified Denomination(s) as are specified in the Pricing
Supplement applicable to the Notes (the Pricing Supplement), a copy of which
is annexed hereto. References herein to the Conditions shall be to the Terms
and Conditions of the Notes as set out in the First Schedule to the Trust Deed
(as defined below) as supplemented, replaced and modified by the Pricing
Supplement but, in the event of any conflict between the provisions of the said
Conditions and the information in the Pricing Supplement, the Pricing
Supplement will prevail. Words and expressions defined in the Conditions shall
bear the same meanings when used in this Global Note. This Global Note is
issued subject to, and with the benefit of, the Conditions and a Trust Deed
dated 7th May, 1999 (such Trust Deed as modified and/or supplemented and/or
restated from time to time, the Trust Deed) and made between the Issuer, the
Guarantor and Deutsche Trustee Company Limited (formerly called Bankers Trustee
Company Limited) as trustee for the holders of the Notes.   1.
    
    Delete where the original maturity of the Notes is 183 days or less.2.
    
    Delete where the original maturity of the Notes is more than 183 days.




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##### 



67


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 (if any) and/or on such other date(s) as all or any of the Notes
represented by this Global Note may become due and repayable in accordance with
the Conditions and the Trust Deed, the amount payable under the Conditions in
respect of such Notes on each such date and to pay interest (if any) on the
nominal amount of the Notes from time to time represented by this Global Note
calculated and payable as provided in the Conditions and the Trust Deed
together with any other sums payable under the Conditions and the Trust Deed,
upon presentation and, at maturity, surrender of this Global Note at the
specified office of the Agent at Winchester House, 1 Great Winchester Street,
London EC2N 2DB, United Kingdom 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 and the Guarantor 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 or purchase and
cancellation (as the case may be) shall be entered by or on behalf of the
Issuer in Schedule One hereto and the relevant space in Schedule One hereto
recording any such redemption, payment or 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 or purchase and cancellation the nominal
amount of this Global Note and the Notes represented by this Global Note shall
be reduced by the nominal amount of such Notes so redeemed or purchased and
cancelled 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 or purchase and
cancellation as aforesaid or any exchange as referred to below shall be the
nominal amount most recently entered in the relevant column in Part II, III or
IV of Schedule One hereto or in Schedule Two hereto.

Payments of principal and interest (if any) due prior to the Exchange Date (as
defined below) will only be made to the bearer hereof to the extent that there
is presented to the Agent by Euroclear Bank S.A./N.V., as operator of the
Euroclear System (Euroclear) or Clearstream Banking, société anonyme
(Clearstream, Luxembourg) a certificate in or substantially in the form set
out in Part VII of the Second Schedule 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 VII of the Second Schedule 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 III, IV, V and VI of the Second
Schedule to the Trust Deed) or, as the case may be, issue and delivery (or, as
the case may be, endorsement) of the Permanent Global Note is improperly
withheld or refused and such withholding or refusal is continuing at the
relevant payment date) be entitled to receive any payment hereon due on or
after the Exchange Date.

On or after the date (the Exchange Date) which is the later of (i) 40 days
after the Issue Date and (ii) 40 days after the completion of the distribution
of the Notes as certified by the relevant Dealer(s) (in the case of a
non-syndicated issue) or the relevant lead manager (in the case of a syndicated
issue), this Global Note may be exchanged (free of charge) in whole or in part
for, as specified in the Pricing Supplement, either Definitive Notes and (if
applicable) 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 Pricing
Supplement has been endorsed on or attached to such Definitive Notes) or a
Permanent Global Note in or substantially in the form set out in Part II of the
Second Schedule to the Trust Deed (together with the Pricing Supplement
attached



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##### 



68 thereto) upon notice being given by Euroclear and/or Clearstream, Luxembourg
acting on the instructions of any holder of an interest in this Global Note and
subject, in the case of Definitive Notes, to such notice period as is specified
in the Pricing Supplement. If Definitive Notes and (if applicable) 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 Agent specified above. The Issuer shall procure
that Definitive Notes or (as the case may be) the Permanent Global Note shall
be so issued and delivered in exchange for only that portion of this Global
Note in respect of which there shall have been presented to the Agent by
Euroclear or Clearstream, Luxembourg a certificate in or substantially in the
form set out in Part VII of the Second Schedule 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 VII of the Second Schedule to the Trust Deed. On an exchange
of the whole of this Global Note, this Global Note shall be surrendered to the
Agent. On an exchange of part only of this Global Note, details of such
exchange shall be entered by or on behalf of the Issuer in Schedule Two hereto
and the relevant space in Schedule Two hereto recording such exchange shall be
signed by or on behalf of the Issuer, whereupon the nominal amount of this
Global Note and the Notes represented by this Global Note shall be reduced by
the nominal amount of this Global Note so exchanged. On any exchange of this
Global Note for a Permanent Global Note, details of such exchange shall be
entered by or on behalf of the Issuer in Schedule Two to the Permanent Global
Note and the relevant space in Schedule Two thereto recording such exchange
shall be signed by or on behalf of the Issuer. Until the exchange of the whole of this Global Note as aforesaid, the bearer
hereof shall (subject as provided in the next paragraph) in all respects 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 III, IV, V and VI (as applicable) of the Second Schedule to the Trust
Deed. Each person (other than Euroclear or Clearstream, Luxembourg) who is for the
time being shown in the records of Euroclear or Clearstream, Luxembourg as the
holder of a particular nominal amount of the Notes represented by this Global
Note (in which regard any certificate or other document issued by Euroclear or
Clearstream, Luxembourg as to the nominal amount of such Notes standing to the
account of any person shall be conclusive and binding for all purposes save in
the case of manifest error) shall be treated by the Issuer, the Guarantor, the
Trustee, the Agent and any other Paying Agent as the holder of such nominal
amount of such Notes for all purposes other than with respect to the payment of
principal and interest on such nominal amount of such Notes, the right to which
shall be vested, as against the Issuer and the Guarantor, solely in the bearer
of this Global Note in accordance with and subject to the terms of this Global
Note and the Trust Deed. This Global Note is governed by, and shall be construed in accordance with,
English law. This Global Note confers no right under the Contracts (Rights of Third Parties)
Act 1999 to enforce any term of this Global Note, but this does not affect any
right or remedy of a third party which exists or is available apart from that
Act. This Global Note shall not be valid unless authenticated by Deutsche Bank AG
London, as Agent.




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69


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.

Dated as of the Issue Date.

MBNA EUROPE FUNDING PLC

By:

---

Duly Authorised


Authenticated without warranty, recourse or liability by
Deutsche Bank AG London,
as Agent.

By:

---

Authorised Officer


By:

---

Authorised Officer




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##### 



70 PART I INTEREST PAYMENTS Confirmation ofpayment by or onInterest Payment
    
    Total amount of
    
    Amount of
    
    behalf of theDate made
    
    Date
    
    interest payable
    
    interest paid
    
    Issuer




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##### 



71 PART II PAYMENT OF INSTALMENT AMOUNTS Remaining nominalamount of thisTotal amount of
    
    Amount of
    
    Global Note
    
    Confirmation ofInstalment Amounts
    
    Instalment
    
    following such
    
    payment by or onDate made
    
    payable
    
    Amounts paid
    
    payment *
    
    behalf of the Issuer
  *
    
    See most recent entry in Part II, III or IV or Schedule Two in order to
determine this amount.




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##### 



72   PART III REDEMPTIONS Remaining nominalamount of thisTotal amount
    
    
    
    Global Note
    
    Confirmation ofof principal
    
    Amount of
    
    following such
    
    redemption by or onDate made
    
    payable
    
    principal paid
    
    redemption*
    
    behalf of the Issuer
 * See most recent entry in Part II, III or IV
or Schedule Two in order to
determine this amount.




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##### 



73 PART IV PURCHASES AND CANCELLATIONS Remaining nominalPart of nominal
    
    amount of this
    
    Confirmation ofamount of this
    
    Global Note
    
    purchase andGlobal Note
    
    following such
    
    cancellation by orpurchased and
    
    purchase and
    
    on behalf of theDate made
    
    cancelled
    
    cancellation*
    
    Issuer
 * See most recent entry in Part II, III or IV
or Schedule Two in order to
determine this amount.




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##### 



74 Schedule Two EXCHANGES
FOR DEFINITIVE NOTES OR PERMANENT GLOBAL NOTE The following exchanges of a part of this Global
Note for Definitive Notes or a
part of a Permanent Global Note have been made: Nominal amount ofthis Global Noteexchanged for
    
    Remaining nominalDefinitive Notes or
    
    amount of thisa part of a
    
    Global Note
    
    Notation made by orPermanent Global
    
    following such
    
    on behalf of theDate made
    
    Note
    
    exchange*
    
    Issuer
 * See most recent entry in Part II, III or IV
of Schedule One or in this
Schedule Two in order to determine this amount.




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75 PART II FORM OF PERMANENT GLOBAL NOTE [ANY UNITED STATES PERSON (AS DEFINED IN
THE UNITED STATES INTERNAL REVENUE
CODE OF 1986, AS AMENDED) 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 UNITED STATES INTERNAL REVENUE
CODE OF 1986, AS AMENDED.]1 [BY ACCEPTING THIS OBLIGATION, THE HOLDER
REPRESENTS AND WARRANTS THAT IT IS
NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION
6049(b)(4) OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED AND
THE REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A
UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION
6049(b)(4) OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED AND
THE REGULATIONS THEREUNDER).]2 MBNA EUROPE FUNDING PLC
(the Issuer)(incorporated with limited liability in England and Wales with registered number 2950906) Unconditionally and irrevocably guaranteed byMBNA AMERICA BANK, NATIONAL ASSOCIATION
(the Guarantor)(a national banking association organised under the laws of the United States of America) PERMANENT GLOBAL NOTE This Note is a Permanent Global Note in respect of
a duly authorised issue of
Notes of the Issuer (the Notes) of the Nominal Amount, Specified
Currency(ies) and Specified Denomination(s) as are specified in the Pricing
Supplement applicable to the Notes (the Pricing Supplement), a copy of which
is annexed hereto. References herein to the Conditions shall be to the Terms
and Conditions of the Notes as set out in the First Schedule to the Trust Deed
(as defined below) as supplemented, replaced and modified by the Pricing
Supplement but, in the event of any conflict between the provisions of the said
Conditions and the information in the Pricing Supplement, the Pricing
Supplement will prevail. Words and expressions defined in the Conditions shall
bear the same meanings when used in this Global Note. This Global Note is
issued subject to, and with the benefit of, the Conditions and a Trust Deed
dated 7th May, 1999 (such Trust Deed as modified and/or supplemented and/or
restated from time to time, the Trust Deed) and made between the Issuer, the
Guarantor and Deutsche Trustee Company Limited (formerly called Bankers Trustee
Company Limited) 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 (if any) and/or on
such other date(s) as all or any of the Notes represented by this   1.
    
    Delete where the original maturity of the Notes is 183 days or less.2.
    
    Delete where the original maturity of the Notes is more than 183 days.




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##### 



Global Note may become due and repayable in
accordance with the Conditions and
the Trust Deed, the amount payable under the Conditions in respect of such
Notes on each such date and to pay interest (if any) on the nominal amount of
the Notes from time to time represented by this Global Note calculated and
payable as provided in the Conditions and the Trust Deed together with any
other sums payable under the Conditions and the Trust Deed, upon presentation
and, at maturity, surrender of this Global Note at the specified office of the
Agent at Winchester House, 1 Great Winchester Street, London EC2N 2DB, United
Kingdom 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 and the Guarantor 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 or purchase and cancellation (as the case may be)
shall be entered by or on behalf of the Issuer in Schedule One hereto and the
relevant space in Schedule One hereto recording any such redemption, payment or
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 or purchase
and cancellation the nominal amount of this Global Note and the Notes
represented by this Global Note shall be reduced by the nominal amount of such
Notes so redeemed or purchased and cancelled 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 or purchase and cancellation as aforesaid or any exchange as
referred to below shall be the nominal amount most recently entered in the
relevant column in Part II, III or IV of Schedule One hereto or in Schedule Two
hereto. If the Notes represented by this Global Note were,
on issue, represented by a
Temporary Global Note then on any exchange of such Temporary Global Note for
this Global Note or any part hereof, details of such exchange shall be entered
by or on behalf of the Issuer in Schedule Two hereto and the relevant space in
Schedule Two hereto recording such exchange shall be signed by or on behalf of
the Issuer, whereupon the nominal amount of this Global Note and the Notes
represented by this Global Note shall be increased by the nominal amount of the
Temporary Global Note so exchanged. This Global Note may be exchanged (free of charge)
in whole, but not in part,
for Definitive Notes and (if applicable) Receipts, Coupons and/or Talons in or
substantially in the forms set out in Parts III, IV, V and VI of the Second
Schedule to the Trust Deed (on the basis that all the appropriate details have
been included on the face of such Definitive Notes and (if applicable)
Receipts, Coupons and/or Talons and the relevant information supplementing,
replacing or modifying the Conditions appearing in the Pricing Supplement has
been endorsed on or attached to such Definitive Notes) either, as specified in
the applicable Pricing Supplement:  (i)
    
    upon not less than 60 days written notice being given to the Agent by
Euroclear Bank 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(ii)
    
    only upon the occurrence of an Exchange Event. An Exchange Event means:  (1)
    
    an Event of Default (as defined in Condition 9) has occurred and is
continuing;(2)
    
    the Issuer has been notified that both Euroclear and Clearstream,
Luxembourg have been closed for business for a continuous period of 14
days (other than by reason of holiday, 76




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##### 



77  statutory or otherwise) or have announced an intention permanently to
cease business or have in fact done so and no alternative clearing
system satisfactory to the Trustee is available; or(3)
    
    the Issuer determining that this Global Note shall be exchanged. Upon the occurrence of an Exchange Event:  (i)
    
    the Issuer will promptly give notice to Noteholders in accordance with
Condition 13 of the occurrence of such Exchange Event; and(ii)
    
    Euroclear and/or Clearstream, Luxembourg (acting on the instructions of
any holder of an interest in this Global Note) or the Trustee may give
notice to the Agent requesting exchange and, in the event of the
occurrence of an Exchange Event as described in (3) above, the Issuer
may also give notice to the Agent requesting exchange. Any such
exchange shall occur not later than 60 days after the date of receipt of
the first relevant notice by the Agent. The first notice requesting exchange in accordance
with the above provisions
shall give rise to the issue of Definitive Notes for the total nominal amount
of Notes represented by this Global Note. Any such exchange as aforesaid will be made upon
presentation of this Global
Note by the bearer hereof on any day (other than a Saturday or Sunday) on which
banks are open for business in London at the office of the Agent specified
above. The aggregate nominal amount of Definitive Notes
issued upon an exchange of
this Global Note will be equal to the aggregate nominal amount of this Global
Note. Upon exchange of this Global Note for Definitive Notes, the Agent shall
cancel it or procure that it is cancelled. Until the exchange of the whole of this Global Note
as aforesaid, the bearer
hereof shall (subject as provided in the next paragraph) in all respects be
entitled to the same benefits as if he were the bearer of Definitive Notes and
the relative Receipts, Coupons and/or Talons (if any) in the form(s) set out in
Parts III, IV, V and VI (as applicable) of the Second Schedule to the Trust
Deed. Each person (other than Euroclear or Clearstream,
Luxembourg) who is for the
time being shown in the records of Euroclear or Clearstream, Luxembourg as the
holder of a particular nominal amount of the Notes represented by this Global
Note (in which regard any certificate or other document issued by Euroclear or
Clearstream, Luxembourg as to the nominal amount of such Notes standing to the
account of any person shall be conclusive and binding for all purposes save in
the case of manifest error) shall be treated by the Issuer, the Guarantor, the
Trustee, the Agent and any other Paying Agent as the holder of such nominal
amount of such Notes for all purposes other than with respect to the payment of
principal and interest on such nominal amount of such Notes, the right to which
shall be vested, as against the Issuer and the Guarantor, solely in the bearer
of this Global Note in accordance with and subject to the terms of this Global
Note and the Trust Deed. This Global Note is governed by, and shall be
construed in accordance with,
English law. This Global Note confers no right under the
Contracts (Rights of Third Parties)
Act 1999 to enforce any term of this Global Note, but this does not affect any
right or remedy of a third party which exists or is available apart from that
Act.




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##### 



78 This Global Note shall not be valid unless
authenticated by Deutsche Bank AG
London, as Agent. IN WITNESS whereof the Issuer has caused this
Global Note to be signed manually
or in facsimile by a person duly authorised on its behalf. Dated as of the Issue Date. MBNA EUROPE FUNDING PLCBy:Duly AuthorisedAuthenticated without warranty, recourse or liability by
Deutsche Bank AG London,
as Agent.By:Authorised OfficerBy:Authorised Officer




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##### 



79 Schedule One PART I INTEREST PAYMENTS Confirmation ofpayment by or onInterest Payment
    
    Total amount of
    
    Amount of interest
    
    behalf of theDate made
    
    Date
    
    interest payable
    
    paid
    
    Issuer




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##### 



80 PART II PAYMENT OF INSTALMENT AMOUNTS Remaining nominalamount of this
    
    Confirmation ofTotal amount of
    
    Amount of
    
    Global Note
    
    payment by or onInstalment Amounts
    
    Instalment Amounts
    
    following such
    
    behalf of theDate made
    
    payable
    
    paid
    
    payment *
    
    Issuer
 * See most recent entry in Part II, III or IV
or Schedule Two in order to
determine this amount.




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##### 



81 PART III REDEMPTION Remaining nominalamount of thisGlobal NoteTotal amount of
    
    Amount of principal
    
    following such
    
    Confirmation of redemption by orDate made
    
    principal payable
    
    paid
    
    redemption*
    
    on behalf of the Issuer
 * See most recent entry in Part II, III or IV
or Schedule Two in order to
determine this amount.




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##### 



82 PART IV PURCHASES AND CANCELLATIONS Remaining nominalPart of nominal
    
    amount of this
    
    Confirmation ofamount of this
    
    Global Note
    
    purchase andGlobal Note
    
    following such
    
    cancellation by orpurchased and
    
    purchase and
    
    on behalf of theDate made
    
    cancelled
    
    cancellation*
    
    Issuer
 * See most recent entry in Part II, III or IV
or Schedule Two in order to
determine this amount.




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##### 



83 Schedule Two EXCHANGES (only applicable where the Notes represented by
this Global Note were, on
issue, represented by a Temporary Global Note) Increased nominalNominal amount of
    
    amount of thisTemporary Global
    
    Global Note
    
    Notation made by orNote exchanged for
    
    following such
    
    on behalf of theDate made
    
    this Global Note
    
    exchange*
    
    Issuer
 * See most recent entry in Part II, III or IV
of Schedule One or in this
Schedule Two in order to determine this amount.




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##### 



84 PART III FORM OF DEFINITIVE NOTE [ANY UNITED STATES PERSON (AS DEFINED IN
THE UNITED STATES INTERNAL REVENUE
CODE OF 1986, AS AMENDED) 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 UNITED STATES INTERNAL REVENUE
CODE OF 1986, AS AMENDED.]1 [BY ACCEPTING THIS OBLIGATION, THE HOLDER
REPRESENTS AND WARRANTS THAT IT IS
NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION
6049(b)(4) OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED AND
THE REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A
UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION
6049(b)(4) OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED AND
THE REGULATIONS THEREUNDER).]2 [Serial No.] MBNA EUROPE FUNDING PLC
(the Issuer)(incorporated with limited liability in England and Wales with registered number2950906) Unconditionally and irrevocably guaranteed byMBNA AMERICA BANK, NATIONAL ASSOCIATION
(the Guarantor)(a national banking association organised under the laws of the United States of America)[Specified Currency and Nominal Amount of Tranche]
NOTES DUE [Year of Maturity] This Note is one of a Series of Notes of
[Specified Currency(ies) and Specified
Denomination(s)] each of the Issuer (Notes). References herein to the
Conditions shall be to the Terms and Conditions [endorsed hereon/set out in the
First Schedule to the Trust Deed (as defined below) which shall be incorporated
by reference herein and have effect as if set out herein] as supplemented,
replaced and modified by the relevant information (appearing in the Pricing
Supplement (the Pricing Supplement)) endorsed hereon but, in the event of any
conflict between the provisions of the said Conditions and such information in
the Pricing Supplement, such information will prevail. Words and expressions
defined in the Conditions shall bear the same meanings when used in this Note.
This Note is issued subject to, and with the benefit of, the Conditions and a
Trust Deed dated 7th May, 1999 (such Trust Deed as modified and/or supplemented
and/or restated from time to time, the Trust Deed) and made between the
Issuer, the Guarantor and Deutsche Trustee Company Limited (formerly called
Bankers Trustee Company Limited) 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   1.
    
    Delete where the original maturity of the Notes is 183 days or less.1.
    
    Delete where the original maturity of the Notes is more than 183 days.




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##### 



85 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 Deutsche Bank AG London,
as Agent. IN WITNESS whereof this Note has been executed on
behalf of the Issuer. Dated as of the Issue Date. MBNA EUROPE FUNDING PLCBy:Director/Authorised OfficerBy:Director/Authorised OfficerAuthenticated without warranty, recourse or liability by
Deutsche Bank AG London,
as Agent.By:Authorised OfficerBy:Authorised Officer




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##### 



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




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##### 



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




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##### 



88 PART IV FORM OF RECEIPT MBNA EUROPE FUNDING PLC [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 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). 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. MBNA EUROPE FUNDING PLCBy:Director/Authorised OfficerBy:Director/Authorised Officer
 [ANY UNITED STATES PERSON (AS DEFINED IN
THE UNITED STATES INTERNAL REVENUE
CODE OF 1986, AS AMENDED) 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 UNITED STATES INTERNAL REVENUE
CODE OF 1986, AS AMENDED.]1 [BY ACCEPTING THIS OBLIGATION, THE HOLDER
REPRESENTS AND WARRANTS THAT IT IS
NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION
6049(b)(4) OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED AND
THE REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A
UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION
6049(b)(4) OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED AND
THE REGULATIONS THEREUNDER).]2   1.
    
    Delete where the original maturity of the Notes is 183 days or less.2.
    
    Delete where the original maturity of the Notes is more than 183 days.




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##### 



89 PART V FORM OF COUPON On the front: MBNA EUROPE FUNDING PLC [Specified Currency and Nominal Amount of Tranche]
NOTES DUE [Year of Maturity] Series No. [      ] [Coupon appertaining to a Note in the
denomination of [Specified Currency and
Specified Denomination]]. Part A [For Fixed Rate Notes: This Coupon is payable to bearer, separately
negotiable and subject to the Terms and
Conditions of the said Notes.
    
    Coupon for [    ]
due on [    ], [    ]]
 Part B [For Floating Rate Notes, Index Linked Interest Notes or Dual Currency 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.] MBNA EUROPE FUNDING PLCBy:Director/Authorised OfficerBy:Director/Authorised Officer




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##### 



90 [ANY UNITED STATES PERSON (AS DEFINED IN
THE UNITED STATES INTERNAL REVENUE
CODE OF 1986, AS AMENDED) 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 UNITED STATES INTERNAL REVENUE
CODE OF 1986, AS AMENDED.]1 [BY ACCEPTING THIS OBLIGATION, THE HOLDER
REPRESENTS AND WARRANTS THAT IT IS
NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION
6049(b)(4) OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED AND
THE REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A
UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION
6049(b)(4) OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED AND
THE REGULATIONS THEREUNDER).]2   1.
    
    Delete where the original maturity of the Notes is 183 days or less.2.
    
    Delete where the original maturity of the Notes is more than 183 days.




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##### 



91 PART VI FORM OF TALON On the front: MBNA EUROPE FUNDING PLC [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]]1 On and after
[     ] further Coupons [and
a further Talon]2
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. MBNA EUROPE FUNDING PLCBy:Director/Authorised OfficerBy:Director/Authorised Officer
   1.
    
    Delete where the Notes are all of the same denomination.2.
    
    Not required on last Coupon sheet.




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##### 



92 [ANY UNITED STATES PERSON (AS DEFINED IN
THE UNITED STATES INTERNAL REVENUE
CODE OF 1986, AS AMENDED) 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 UNITED STATES INTERNAL REVENUE
CODE OF 1986, AS AMENDED.]1 [BY ACCEPTING THIS OBLIGATION, THE HOLDER
REPRESENTS AND WARRANTS THAT IT IS
NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION
6049(b)(4) OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED AND
THE REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A
UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION
6049(b)(4) OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED AND
THE REGULATIONS THEREUNDER).]2   1.
    
    Delete where the original maturity of the Notes is 183 days or less.2.
    
    Delete where the original maturity of the Notes is more than 183 days.




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##### 



93 On the back of Receipts, Coupons and Talons: AGENT Deutsche Bank AG London
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom OTHER PAYING AGENT




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##### 



94 CERTIFICATE B PART VII FORM OF CERTIFICATE TO BE PRESENTED BY
EUROCLEAR OR CLEARSTREAM, LUXEMBOURG MBNA EUROPE FUNDING PLC [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 (i) is owned by persons that are not citizens or
residents of the United States, partnerships, corporations or other entities
created or organised under the laws of the United States or any estate or trust
the income of which is subject to United States Federal income taxation
regardless of its source (United States persons), (ii) is owned by United
States persons that (a) are foreign branches of United States financial
institutions (as defined in U.S. Treasury Regulations Sections
1.165-12(c)(1)(iv) (financial institutions) purchasing for their own account
or for resale, or (b) 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 (a)
or (b), 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 (iii) 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
(iii) above (whether or not also described in Clause (i) or (ii)) 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(b)(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 (i) 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 (ii)
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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##### 



95 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:            ,        1Yours faithfully,[Euroclear Bank
S.A./N.V.
as operator of the Euroclear
System]or[Clearstream Banking, société anonyme]By:
   1.
    
    To be dated no earlier than the date to which this certification relates,
namely (a) the payment date or (b) the Exchange Date.




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##### 



96 CERTIFICATE A (to be presented by beneficial holder to Euroclear or Clearstream, Luxembourg) MBNA EUROPE FUNDING PLC [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 (i) are owned by
person(s) that are not citizens or residents of the United States,
partnerships, corporations or other entities created or organised under the
laws of the United States 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)), (ii) are owned by United States person(s) that (a) are
foreign branches of United States financial institutions (as defined in U.S.
Treasury Regulations Section 1.165-12(c)(1)(iv)) (financial institutions)
purchasing for their own account or for resale, or (b) 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 (a) or (b), 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 (iii) 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 (iii) above
(whether or not also described in Clause (i) or (ii)) 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(b)(3) 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.




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97 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 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:        ,    1Name of person making certificationBy:
   1.
    
    To be dated no earlier than the fifteenth day prior to the date to which this
certification relates, namely (a) the payment date or (b) the Exchange Date.




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98


THE THIRD SCHEDULE

PROVISIONS FOR MEETINGS OF NOTEHOLDERS



|1. |  | (A) As used in this Schedule the following expressions shall have the
following meanings unless the context otherwise requires:
|-- |  | -------------------------------------------------------------------------------------------------------------------------------



| | (i) |  | voting certificate shall mean an English
language certificate issued by a Paying Agent and dated in
which it is stated:
| | --- |  | -------------------------------------------------------------------------------------------------------------------------



| | (a) |  | that on the date thereof Notes
(whether in definitive form or represented by a Global
Note and not being Notes in respect of which a block
voting instruction has been issued and is outstanding
in respect of the meeting specified in such voting
certificate or any adjourned such meeting) were
deposited with such Paying Agent or (to the
satisfaction of such Paying Agent) were held to its
order or under its control or blocked in an account
with a clearing system and that no such Notes will
cease to be so deposited or held or blocked until the
first to occur of:
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (1) |  | the conclusion of the
meeting specified in such certificate or, if
later, of any adjourned such meeting; and
| | --- |  | ------------------------------------------------------------------------------------------------------------
|
| | (2) |  | the surrender of the
certificate to the Paying Agent who issued the
same; and                               



| | (b) |  | that the bearer thereof is entitled
to attend and vote at such meeting and any adjourned
such meeting in respect of the Notes represented by
such certificate;
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) |  | block voting instruction shall mean an English
language document issued by a Paying Agent and dated in which:
| | ---- |  | ---------------------------------------------------------------------------------------------------------------



| | (a) |  | it is certified that Notes (whether
in definitive form or represented by a Global Note and
not being Notes in respect of which a voting
certificate has been issued and is outstanding in
respect of the meeting specified in such block voting
instruction and any adjourned such meeting) have been
deposited with such Paying Agent or (to the
satisfaction of such Paying Agent) were held to its
order or under its control or blocked in an account
with a clearing system and that no such Notes will
cease to be so deposited or held or blocked until the
first to occur of:
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (1) |  | the conclusion of the
meeting specified in such document or, if later,
of any adjourned such meeting; and                                                                                                                                                                                                                                              
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (2) |  | the surrender to the
Paying Agent not less than 48 hours before the
time for which such meeting or any adjourned such
meeting is convened of the receipt issued by such
Paying Agent in respect of each such deposited
Note which is to be released or (as the case may
require) the Note or Notes ceasing with the
agreement of the Paying Agent to be



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##### 



99




| |  |  | held to its order or under its control or so
blocked and the giving of notice by the Paying
Agent to the Issuer in accordance with paragraph
17 hereof of the necessary amendment to the
block voting instruction;
| |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) |  | it is certified that each holder of
such Notes has instructed such Paying Agent that the
vote(s) attributable to the Note or Notes so deposited
or held or blocked should be cast in a particular way
in relation to the resolution or resolutions to be put
to such meeting or any adjourned such meeting and that
all such instructions are during the period commencing
48 hours prior to the time for which such meeting or
any adjourned such meeting is convened and ending at
the conclusion or adjournment thereof neither revocable
nor capable of amendment;
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (c) |  | the aggregate principal amount of
the Notes so deposited or held or blocked are listed
distinguishing with regard to each such resolution
between those in respect of which instructions have
been given as aforesaid that the votes attributable
thereto should be cast in favour of the resolution and
those in respect of which instructions have been so
given that the votes attributable thereto should be
cast against the resolution; and                                                                                                                     
|
| | (d) |  | one or more persons named in such
document (each hereinafter called a proxy) is or are
authorised and instructed by such Paying Agent to cast
the votes attributable to the Notes so listed in
accordance with the instructions referred to in (c)
above as set out in such document;                                                                                                                                                                                                                                                                               



| | (iii) |  | 24 hours shall mean a period of 24 hours
including all or part of a day upon which banks are open for
business in both the place where the relevant meeting is to be
held and in each of the places where the Paying Agents have
their specified offices (disregarding for this purpose the day
upon which such meeting is to be held) and such period shall
be extended by one period or, to the extent necessary, more
periods of 24 hours until there is included as aforesaid all
or part of a day upon which banks are open for business in all
of the places as aforesaid; and  
| | ----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (iv)  |  | 48 hours shall mean a period of 48 hours
including all or part of two days upon which banks are open
for business both in the place where the relevant meeting is
to be held and in each of the places where the Paying Agents
have their specified offices (disregarding for this purpose
the day upon which such meeting is to be held) and such period
shall be extended by one period or, to the extent necessary,
more periods of 24 hours until there is included as aforesaid
all or part of two days upon which banks are open for business
in all of the places as aforesaid.



| | (B) |  | A holder of a Note (whether in definitive form or represented
by a Global Note) may obtain a voting certificate in respect of such
Note from a Paying Agent or require a Paying Agent to issue a block
voting instruction in respect of such Note by depositing such Note
with such Paying Agent or (to the satisfaction of such Paying Agent)
by such Note being held to its order or under its control or being
blocked in
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### 



100




| |  |  | an account with a clearing system, in each case not less than 48
hours before the time fixed for the relevant meeting and on the
terms set out in sub-paragraph (A)(i)(a) or (A)(ii)(a) above (as
the case may be), and (in the case of a block voting instruction)
instructing such Paying Agent to the effect set out in
sub-paragraph (A)(ii)(b) above. The holder of any voting
certificate or the proxies named in any block voting instruction
shall for all purposes in connection with the relevant meeting or
adjourned meeting of Noteholders be deemed to be the holder of the
Notes to which such voting certificate or block voting instruction
relates and the Paying Agent with which such Notes have been
deposited or the person holding the same to the order or under the
control of such Paying Agent or the clearing system in which such
Notes have been blocked shall be deemed for such purposes not to be
the holder of those Notes.
| |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2. |  | The Issuer, the Guarantor or the Trustee may at any time and the Issuer
shall upon a requisition in writing in the English language signed by the
holders of not less than ten per cent. in nominal amount of the Notes for
the time being outstanding convene a meeting of the Noteholders and if the
Issuer makes default for a period of seven days in convening such a
meeting the same may be convened by the Trustee or the requisitionists.
Whenever the Issuer or the Guarantor is about to convene any such meeting
the Issuer or the Guarantor, as the case may be, shall forthwith give
notice in writing to the Trustee of the day, time and place thereof and of
the nature of the business to be transacted thereat. Every such meeting
shall be held at such time and place as the Trustee may appoint or
approve.                                                                                                                                                                                                                                                                                                                                                                                                            
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|3. |  | At least 21 days notice (exclusive of the day on which the notice is
given and the day on which the meeting is to be held) specifying the
place, day and hour of meeting shall be given to the holders of the
relevant Notes prior to any meeting of such holders in the manner provided
by Condition 13. Such notice, which shall be in the English language,
shall state generally the nature of the business to be transacted at the
meeting thereby convened but (except for an Extraordinary Resolution) it
shall not be necessary to specify in such notice the terms of any
resolution to be proposed. Such notice shall include statements, if
applicable, to the effect that Notes may, not less than 48 hours before
the time fixed for the meeting, be deposited with Paying Agents or (to
their satisfaction) held to their order or under their control or blocked
in an account with a clearing system for the purpose of obtaining voting
certificates or appointing proxies. A copy of the notice shall be sent by
post to the Trustee (unless the meeting is convened by the Trustee), to
the Issuer (unless the meeting is convened by the Issuer) and to the
Guarantor (unless the meeting is convened by the Guarantor).
|  
|4. |  | A person (who may but need not be a Noteholder) nominated in writing by
the Trustee shall be entitled to take the chair at the relevant meeting or
adjourned meeting but if no such nomination is made or if at any meeting
or adjourned meeting the person nominated shall not be present within 15
minutes after the time appointed for holding the meeting or adjourned
meeting the Noteholders present shall choose one of their number to be
Chairman, failing which the Issuer may appoint a Chairman. The Chairman of
an adjourned meeting need not be the same person as was Chairman of the
meeting from which the adjournment took place.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|5. |  | At any such meeting one or more persons present holding Definitive Notes
or voting certificates or being proxies and holding or representing in the
aggregate not less than one-twentieth of the nominal amount of the Notes
for the time being outstanding shall (except for the purpose of passing an
Extraordinary Resolution) form a quorum for the transaction of business
and no business (other than the choosing of a Chairman) shall be
transacted at any meeting unless the requisite quorum be present at the
commencement of the relevant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        



---



##### 



101




| |  | 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 outstanding PROVIDED THAT at any
meeting the business of which includes any of the following matters (each
of which shall, subject only to Clause 18(B), only be capable of being
effected after having been approved by Extraordinary Resolution) namely:
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (i)   |  | reduction or cancellation of the amount payable or, where
applicable, modification, except where such modification is in the
opinion of the Trustee bound to result in an increase, of the method
of calculating the amount payable or modification of the date of
payment or, where applicable, of the method of calculating the date
of payment in respect of any principal or interest in respect of the
Notes;
| | ----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | alteration of the currency in which payments under the Notes,
Receipts and Coupons are to be made other than pursuant to Condition
3 relating to redenomination;                                                                                                                                                                                                                                                  
|
| | (iii) |  | alteration of the majority required to pass an Extraordinary
Resolution;                                                                                                                                                                                                                                                                                                                                          
|
| | (iv)  |  | the sanctioning of any such scheme or proposal as is
described in paragraph 18(I) below; and                                                                                                                                                                                                                                                                                                                      
|
| | (v)   |  | alteration of this proviso or the proviso to paragraph 6
below;                                                                                                                                                                                                                                                                                                                                                   



|   |  | the quorum shall be one or more persons present holding Definitive Notes
or voting certificates or being proxies and holding or representing in
the aggregate not less than two-thirds of the nominal amount of the Notes
for the time being outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|6. |  | If within 15 minutes (or such longer period not exceeding 30 minutes as
the Chairman may decide) after the time appointed for any such meeting a
quorum is not present for the transaction of any particular business,
then, subject and without prejudice to the transaction of the business (if
any) for which a quorum is present, the meeting shall if convened upon the
requisition of Noteholders be dissolved. In any other case it shall stand
adjourned to the same day in the next week (or if such day is a public
holiday the next succeeding business day) at the same time and place
(except in the case of a meeting at which an Extraordinary Resolution is
to be proposed in which case it shall stand adjourned for such period,
being not less than 13 clear days nor more than 42 clear days, and to such
place as may be appointed by the Chairman either at or subsequent to such
meeting and approved by the Trustee). If within 15 minutes (or such longer
period not exceeding 30 minutes as the Chairman may decide) after the time
appointed for any adjourned meeting a quorum is not present for the
transaction of any particular business, then, subject and without
prejudice to the transaction of the business (if any) for which a quorum
is present, the Chairman may (with the approval of the Trustee) either
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 or
representatives (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 resolution and to decide upon all matters
which could properly have been dealt with at the meeting from which the
adjournment took place had the requisite quorum been present PROVIDED THAT
at any



---



##### 



102




|    |  | 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 required quorum. Subject as aforesaid it shall not
be necessary to give any notice of an adjourned meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|8.  |  | Every question submitted to a meeting shall be decided in the first
instance by a show of hands and in case of equality of votes the Chairman
shall both on a show of hands and on a poll have a casting vote in
addition to the vote or votes (if any) to which he may be entitled as a
Noteholder or as a holder of a voting certificate or as a proxy.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|9.  |  | At any meeting unless a poll is (before or on the declaration of the
result of the show of hands) demanded by the Chairman, the Issuer, the
Guarantor, 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 12 below, if at any such meeting a poll is so
demanded it shall be taken in such manner and subject as hereinafter
provided either at once or after an adjournment as the Chairman directs
and the result of such poll shall be deemed to be the resolution of the
meeting at which the poll was demanded as at the date of the taking of the
poll. The demand for a poll shall not prevent the continuance of the
meeting for the transaction of any business other than the motion on which
the poll has been demanded.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|11. |  | The Chairman may with the consent of (and shall if directed by) any such
meeting adjourn the same from time to time and from place to place but no
business shall be transacted at any adjourned meeting except business
which might lawfully (but for lack of required quorum) have been
transacted at the meeting from which the adjournment took place.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|12. |  | Any poll demanded at any such meeting on the election of a Chairman or on
any question of adjournment shall be taken at the meeting without
adjournment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|13. |  | The Trustee and its lawyers and any director, officer or employee of a
corporation being a trustee of these presents and any director or officer
of the Issuer or, as the case may be, the Guarantor 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 9 unless he either produces the Definitive Note or Definitive
Notes of which he is the holder or a voting certificate or is a proxy. No
person shall be entitled to vote at any meeting in respect of Notes held
by, for the benefit of, or on behalf of, the Issuer, the Guarantor or any
other Subsidiary of the Guarantor. Nothing herein shall prevent any of
the



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##### 



103




|    |  | proxies named in any block voting instruction or form of proxy from being
a director, officer or representative of or otherwise connected with the
Issuer or the Guarantor.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|14. |  | Subject as provided in paragraph 13 hereof at any meeting:                                                                                                                 



| | (A) |  | on a show of hands every person who is present in person and
produces a Definitive Note or voting certificate or is a proxy shall
have one vote; and                                                                                                                                                                                                                                                                                                                                          
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (B) |  | on a poll every person who is so present shall have one vote
in respect of each ¬1 or such other amount as the Trustee may in
its absolute discretion stipulate (or, in the case of meetings of
holders of Notes denominated in another currency, such amount in
such other currency as the Trustee in its absolute discretion may
stipulate) in nominal amount of the Definitive Notes so produced or
represented by the voting certificate so produced or in respect of
which he is a proxy.



|    |  | Without prejudice to the obligations of the proxies named in any block
voting instruction any person entitled to more than one vote need not use
all his votes or cast all the votes to which he is entitled in the same
way.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|15. |  | The proxies named in any block voting instruction need not be
Noteholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|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 (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) |  | power to sanction any compromise or arrangement proposed to
be made between the Issuer, the Guarantor, the Trustee, any
Appointee and the Noteholders, Receiptholders and Couponholders or
any of them;                                   
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (B) |  | power to sanction any abrogation, modification, compromise or
arrangement in respect of the rights of the Trustee, any Appointee,
the Noteholders, the Receiptholders, the Couponholders, the Issuer
or the Guarantor against any other or



---



##### 



104  others of them or against any of their property whether such rights
shall arise under these presents or otherwise;(C)
    
    power to assent to any modification of the provisions of
these presents which shall be proposed by the Issuer, the Guarantor,
the Trustee or any Noteholder;(D)
    
    power to give any authority or sanction which under the
provisions of these presents is required to be given by
Extraordinary Resolution;(E)
    
    power to appoint any persons (whether Noteholders or not) as
a committee or committees to represent the interests of the
Noteholders and to confer upon such committee or committees any
powers or discretions which the Noteholders could themselves
exercise by Extraordinary Resolution;(F)
    
    power to approve of a person to be appointed a trustee and
power to remove any trustee or trustees for the time being of these
presents;(G)
    
    power to discharge or exonerate the Trustee and/or any
Appointee from all liability in respect of any act or omission for
which the Trustee and/or such Appointee may have become responsible
under these presents;(H)
    
    power to authorise the Trustee and/or any Appointee to concur
in and execute and do all such deeds, instruments, acts and things
as may be necessary to carry out and give effect to any
Extraordinary Resolution; and(I)
    
    power to sanction any scheme or proposal for the exchange or
sale of the Notes for or the conversion of the Notes into or the
cancellation of the Notes in consideration of shares, stock, notes,
bonds, debentures, debenture stock and/or other obligations and/or
securities of the Issuer or any other company formed or to be
formed, or for or into or in consideration of cash, or partly for or
into or in consideration of such shares, stock, notes, bonds,
debentures, debenture stock and/or other obligations and/or
securities as aforesaid and partly for or into or in consideration
of cash.  19.
    
    Any resolution passed 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 13 by the Issuer within 14 days of such result
being known PROVIDED THAT the non-publication of such notice shall not
invalidate such result.20.
    
    The expression Extraordinary Resolution when used in these presents
means (a) a resolution passed at a meeting of the Noteholders duly
convened and held in accordance with these presents by a majority
consisting of not less than three-fourths of the persons voting thereat
upon a show of hands or if a poll is duly demanded by a majority
consisting of not less than three-fourths of the votes cast on such poll;
or (b) a resolution in writing signed by or on behalf of all the
Noteholders, which resolution in writing may be contained in one document
or in several documents in like form each signed by or on behalf of one or
more of the Noteholders.




---



##### 



105  21.
    
    Minutes of all resolutions and proceedings at every meeting of the
Noteholders shall be made and entered in books to be from time to time
provided for that purpose by the Issuer and any such minutes as aforesaid
if purporting to be signed by the Chairman of the meeting at which such
resolutions were passed or proceedings transacted shall be conclusive
evidence of the matters therein contained and until the contrary is proved
every such meeting in respect of the proceedings of which minutes have
been made shall be deemed to have been duly held and convened and all
resolutions passed or proceedings transacted thereat to have been duly
passed or transacted.22.
    (A)
    If and whenever the Issuer shall have issued and have outstanding
Notes of more than one Series the foregoing provisions of this Schedule
shall have effect subject to the following modifications:  (i)
    
    a resolution which in the opinion of the Trustee
affects the Notes of only one Series shall be deemed to have
been duly passed if passed at a separate meeting of the
holders of the Notes of that Series;(ii)
    
    a resolution which in the opinion of the Trustee
affects the Notes of more than one Series but does not give
rise to a conflict of interest between the holders of Notes of
any of the Series so affected shall be deemed to have been
duly passed if passed at a single meeting of the holders of
the Notes of all the Series so affected;(iii)
    
    a resolution which in the opinion of the Trustee
affects the Notes of more than one Series and gives or may
give rise to a conflict of interest between the holders of the
Notes of one Series or group of Series so affected and the
holders of the Notes of another Series or group of Series so
affected shall be deemed to have been duly passed only if
passed at separate meetings of the holders of the Notes of
each Series or group of Series so affected; and(iv)
    
    to all such meetings all the preceding provisions
of this Schedule shall mutatis 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.  (B)
    

    If the Issuer shall have issued and have outstanding Notes
which are not denominated in Euro in the case of any meeting of
holders of Notes of more than one currency the nominal amount of
such Notes shall (i) for the purposes of paragraph 2 above be the
equivalent in Euro at the spot rate of a bank nominated by the
Trustee for the conversion of the relevant currency or currencies
into Euro on the seventh dealing day prior to the day on which the
requisition in writing is received by the Issuer and (ii) for the
purposes of paragraphs 5, 6 and 14 above (whether in respect of the
meeting or any adjourned such meeting or any poll resulting
therefrom) be the equivalent at such spot rate on the seventh
dealing day prior to the day of such meeting. In such circumstances,
on any poll each person present shall have one vote for each 
(or such other Euro amount as the Trustee may in its absolute
discretion stipulate) in nominal amount of the Notes (converted as
above) which he holds or represents.  23.
    
    Subject to all other provisions of these presents the Trustee may without
the consent of the Issuer, the Guarantor, the Noteholders, the
Receiptholders or the Couponholders) prescribe such further regulations
regarding the requisitioning and/or the holding of meetings of




---



##### 



106  Noteholders and attendance and voting thereat as the Trustee may in its
sole discretion reasonably think fit.




---



##### 



107   EXECUTED as a deed by
    
    
    )MBNA EUROPE FUNDING PLC
    
    
    )acting by
    
    
    )and
    
    
    )DirectorDirectorEXECUTEDas a deed by
    
    
    )MBNA AMERICA BANK,
    
    
    )NATIONAL ASSOCIATION
    
    
    )acting by
    
    
    )acting under the authority of that
    
    
    )company in the presence of:
    
    
    )THE COMMON SEALof
    
    
    )DEUTSCHE TRUSTEE COMPANY
    
    
    )LIMITED(formerly called
    
    
    )Bankers Trustee Company Limited)
    
    
    )was affixed to this deed in
    
    
    )the presence of:
    
    
    )Authorised SignatoryAuthorised Signatory




---



##### 



SCHEDULE FORM OF MODIFIED PRINCIPAL TRUST DEED DATED 7th May, 1999 MBNA EUROPE FUNDING PLC - and - MBNA AMERICA BANK, NATIONAL ASSOCIATION - and - DEUTSCHE TRUSTEE COMPANY LIMITED
(formerly called Bankers Trustee Company Limited) TRUST DEED (as modified and restated on 8th May, 2003) relating to a
6,000,000,000
Euro Medium Term Note Programme For MBNA Europe Funding plc and
MBNA America Bank, National Association: ALLEN & OVERY
One New Change
London EC4M 9QQ For Deutsche Trustee Company Limited
(formerly called Bankers Trustee Company Limited): LINKLATERS
One Silk Street
London EC2Y 8HQ




---



##### 



DATED 7th May, 1999 MBNA EUROPE FUNDING PLC - and - MBNA AMERICA BANK, NATIONAL ASSOCIATION - and - DEUTSCHE TRUSTEE COMPANY LIMITED
(formerly called Bankers Trustee Company Limited) TRUST DEED relating to a
6,000,000,000
Euro Medium Term Note Programme For MBNA Europe Funding plc and
MBNA America Bank,
National Association: ALLEN & OVERY
One New Change
London EC4M 9QQ For Deutsche Trustee Company Limited
(formerly called Bankers Trustee Company Limited): LINKLATERS
One Silk Street
London EC2Y 8HQ




---



##### 



4 IN WITNESS whereof this Fourth Supplemental Trust
Deed has been executed as a
deed by the Issuer, the Guarantor and the Trustee and entered into the day and
year first above written. EXECUTED as a deed by
    
    
    )MBNA EUROPE FUNDING PLC
    
    
    )acting by
    
    
    )and
    
    
    )Director
    
    
    
    
    
    DUNCAN AKINDirector
    
    
    
    
    
    ROBIN RUSSELLEXECUTEDas a deed by
    
    
    )MBNA AMERICA BANK,
    
    
    )NATIONAL ASSOCIATION
    
    
    )acting by
    
    
    )acting under the authority of that
    
    
    )company in the presence of:
    
    
    )THOMAS D. WRENCHRISTOPHER COFFEYTHE COMMON SEALof
    
    
    )DEUTSCHE TRUSTEE COMPANY
    
    
    )LIMITED(formerly called
    
    
    )Bankers Trustee Company Limited
    
    
    )was affixed to this deed in
    
    
    )the presence of:
    
    
    )Directors
    
    
    
    
    
    GEOFF NORMANANDREW BROWNAuthorised
Signatory




---



##### 



Dated 8th May, 2003 MBNA EUROPE FUNDING PLC - and - MBNA AMERICA BANK,
NATIONAL ASSOCIATION - and - DEUTSCHE TRUSTEE COMPANY LIMITED
(formerly called Bankers Trustee Company Limited) FOURTH SUPPLEMENTAL TRUST DEED further modifying and restating
the Trust Deed dated 7th May, 1999
(as previously modified and/or restated)
relating to an 6,000,000,000
Euro Medium Term Note Programme For MBNA Europe Funding plc and
MBNA America Bank,
National Association: ALLEN & OVERY
One New Change
London EC4M 9QQ For Deutsche Trustee Company Limited
(formerly called Bankers Trustee Company Limited): LINKLATERS
One Silk Street
London EC2Y 8HQ