a8k100820exh42






                                                        Exhibit 4.2                                                  EXECUTION VERSION                             21 August 2020                   WESTERN POWER DISTRIBUTION                        (EAST MIDLANDS) PLC                  WESTERN POWER DISTRIBUTION                         (SOUTH WALES) PLC                  WESTERN POWER DISTRIBUTION                          (SOUTH WEST) PLC                                and                  WESTERN POWER DISTRIBUTION                        (WEST MIDLANDS) PLC                             (as Issuers)                                                 HSBC CORPORATE TRUSTEE COMPANY                            (UK) LIMITED                           (as Note Trustee)                 AMENDED AND RESTATED TRUST DEED                               related to                the £4,000,000,000 Euro Medium Term Note                       Programme of the Issuers                                                                             99 Bishopsgate                            London EC2M 3XF                               United Kingdom                           Tel: +44.20.7710.1000                              www.lw.com                                                                                                                                            EU-DOCS\28920910.8 





 






                                       CONTENTS   Clause                                                                         Page  1.    INTERPRETATION ............................................................................................................... 3  2.    ISSUE OF NOTES AND COVENANT TO PAY .................................................................. 9  3.    FORM OF THE NOTES ....................................................................................................... 11  4.    STAMP DUTIES AND TAXES ............................................................................................ 13  5.    APPLICATION OF MONEYS RECEIVED BY THE NOTE TRUSTEE ....................... 13  6.    ENFORCEMENT AND PUT EVENT ................................................................................. 14  7.    PROCEEDINGS .................................................................................................................... 15  8.    COVENANT TO COMPLY WITH THE TRUST DEED ................................................. 15  9.    COVENANTS ......................................................................................................................... 15  10.   REMUNERATION AND INDEMNIFICATION OF THE NOTE TRUSTEE ............... 19  11.   PROVISIONS SUPPLEMENTAL TO THE TRUSTEE ACT 1925 AND THE        TRUSTEE ACT 2000 ............................................................................................................. 20  12.   NOTE TRUSTEE LIABLE FOR NEGLIGENCE ............................................................. 27  13.   WAIVER ................................................................................................................................. 27  14.   FREEDOM TO ACT ............................................................................................................. 27  15.   MODIFICATION AND SUBSTITUTION .......................................................................... 28  16.   APPOINTMENT, RETIREMENT AND REMOVAL OF THE NOTE        TRUSTEE ............................................................................................................................... 29  17.   NOTES HELD IN CLEARING SYSTEMS AND COUPONHOLDERS ......................... 30  18.   CURRENCY INDEMNITY .................................................................................................. 31  19.   COMMUNICATIONS ........................................................................................................... 31  20.   SEVERAL OBLIGATIONS AND NO CROSS-DEFAULT .............................................. 32  21.   FURTHER PROVISIONS .................................................................................................... 32  22.   GOVERNING LAW AND JURISDICTION ...................................................................... 32  SCHEDULE 1 FORM OF GLOBAL NOTES ................................................................................. 34        PART 1 FORM OF CGN TEMPORARY GLOBAL NOTE ............................................. 34        PART 2 FORM OF CGN PERMANENT GLOBAL NOTE ............................................. 40        PART 3 FORM OF NGN TEMPORARY GLOBAL NOTE ............................................. 49        PART 4 FORM OF NGN PERMANENT GLOBAL NOTE ............................................. 55        PART 5 FORM OF GLOBAL CERTIFICATE ................................................................. 61  SCHEDULE 2 FORM OF DEFINITIVE BEARER NOTE ........................................................... 67  SCHEDULE 3 FORM OF CERTIFICATE ..................................................................................... 70  SCHEDULE 4 TERMS AND CONDITIONS OF THE NOTES .................................................... 74  SCHEDULE 5 FORM OF COUPON .............................................................................................. 122  SCHEDULE 6 FORM OF TALON ................................................................................................. 124  SCHEDULE 7 PROVISIONS FOR MEETINGS OF NOTEHOLDERS.................................... 126                                             1  EU-DOCS\28920910.8 





 






   THIS AMENDED AND RESTATED TRUST DEED IS MADE ON 21 AUGUST 2020  BETWEEN:   (1)   WESTERN POWER DISTRIBUTION (EAST MIDLANDS) PLC, WESTERN POWER        DISTRIBUTION  (SOUTH  WALES)  PLC,  WESTERN  POWER  DISTRIBUTION        (SOUTH WEST) PLC and WESTERN POWER DISTRIBUTION (WEST MIDLANDS)        PLC (each an “Issuer” and together the “Issuers”); and   (2)   HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED (the “Note Trustee”, which        expression, where the context so admits, includes any other trustee or the trustees for the time        being of this Trust Deed).   WHEREAS:   (A)   The Issuers have established a note programme pursuant to which the Issuers propose to issue        from time to time euro medium term notes in an aggregate nominal amount outstanding at any        one time not exceeding the Programme Limit in accordance with the Dealer Agreement (the        “Programme”). Notes issued by each Issuer are obligations solely of that Issuer (the “Relevant        Issuer”) and are without any recourse whatsoever to any other Issuer.   (B)   The Issuers have made applications to the United Kingdom Financial Conduct Authority (the        “FCA”) for Notes issued under the Programme to be to be admitted to listing on the Official        List of the FCA and to trading on the Regulated Market of the London Stock Exchange plc.        The Regulated Market of the London Stock Exchange plc is a regulated market for the purposes        of  Directive  2014/65/EU on  markets  in  financial  instruments,  as  amended  or  superseded        (“MIFID II”). The Notes may be admitted to trading on other regulated markets (as defined in        MIFID II). Notes may also be issued on the basis that they will not be admitted to listing, trading        and/or quotation by any competent authority, stock exchange and/or quotation system or that        they will be admitted to listing, trading and/or quotation on such unregulated markets as may        be agreed with the Relevant Issuer (“Exempt Notes”).   (C)   In connection with the Programme, the Issuers have prepared a prospectus dated 21 August        2020. The Prospectus has been approved by the FCA as competent authority under Regulation        (EU)  2017/1129,  as  amended  or  superseded  (the “Prospectus  Regulation”).  The  FCA  has        neither approved nor reviewed the information contained in the Prospectus in connection with        the Exempt Notes.   (D)   Notice of the aggregate nominal amount of the Notes, interest (if any) payable in respect of the        Notes, and the issue price of the Notes and certain other information which is applicable to each        Tranche (as defined below) of the Notes will (other than in the case of Exempt Notes) be set        out in a separate document containing the final terms for that Tranche (the “Final Terms”). In        the case of Exempt Notes, notice of the aggregate nominal amount of Notes, interest (if any)        payable in respect of the Notes, and the issue price of the Notes and certain other information        which is applicable to each Tranche will be set out in a pricing supplement document (the        “Pricing Supplement”).   (E)   In connection with the Programme, Western Power Distribution (South Wales) plc, Western        Power Distribution (South  West)  plc, Western  Power  Distribution  (East  Midlands)  plc  and        Western Power Distribution (West Midlands) plc and the Note Trustee entered into an amended        and restated trust deed dated 12 August 2019 (the “Original Trust Deed”). The Issuers and the        Note Trustee wish to amend and restate the Original Trust Deed.   (F)   The Original Trust Deed shall be amended and restated on the terms of this Trust Deed. Except        as provided below, any Notes issued on or after the date of this Trust Deed shall be issued        pursuant to this Trust Deed. This does not affect any Notes issued prior to the date of this Trust                                             2  EU-DOCS\28920910.8 





 






         Deed or any Notes issued on or after the date of this Trust Deed so as to be consolidated and        form a single Series issued prior to the date of this Trust Deed. Subject to such amendment and        restatement, the Original Trust Deed shall continue in full force and effect. The Original Trust        Deed as amended by this Amended and Restated Trust Deed is referred to herein as the “Trust        Deed”.   (G)   The Note Trustee has agreed to act as trustee of this Trust Deed on the following terms and        conditions.   THIS DEED WITNESSES AND IT IS DECLARED as follows:   1.    INTERPRETATION   1.1   Definitions         In this Trust Deed:         “Agency  Agreement” means  the amended  and  restated agency  agreement  relating  to  the        Programme dated 21 August 2020 between the Issuers, the Note Trustee, the Issuing and Paying        Agent and the other agents mentioned in it.         “Agents” means the Issuing and Paying Agent, the Paying Agents, the Calculation Agent, the        Registrar, the Transfer Agents or any of them.         “Applicable Law” means any law or regulation including, but not limited to (a) any statute or        regulation, (b) any rule or practice of any authority by which the Relevant Issuer is bound or        with which it is accustomed to comply, (c) any agreement between any authorities and (d) any        customary agreement between any authority and any party.         “Bearer Note” means a Note that is in bearer form, and includes any replacement Bearer Note        issued pursuant to the Conditions and any temporary Global Note or permanent Global Note.         “Calculation Agent” means, in relation to the Notes of any Series, the person named as such        in the Conditions or any Successor Calculation Agent.         “Certificate” means a registered certificate representing one or more Registered Notes of the        same  Series  and,  save  as  provided  in  the  Conditions,  comprising  the  entire  holding  by  a        Noteholder of his Registered Notes of that Series and, save in the case of Global Certificates,        being substantially in the form set out in  Schedule3.         “CGN” means a temporary Global Note in the form set out in  Part1 of Schedule 1 (Form of        CGN Temporary Global Note) or a permanent Global Note in the form set out in  Part2 of        Schedule 1 (Form of CGN Permanent Global Note).         “Clearstream, Luxembourg” means Clearstream Banking S.A.         “Common Safekeeper” means, in relation to a Series where the relevant Global Note is a NGN        or the relevant Global Certificate is held under the NSS, the common safekeeper for Euroclear        and Clearstream, Luxembourg appointed in respect of such Notes.         “Conditions” means in respect of the Notes of each Series, the terms and conditions applicable        thereto which shall be substantially in the form set out in Schedule 4 (Terms and Conditions of        the Notes) or in such other form as may be agreed between the Relevant Issuer, the Issuing and        Paying Agent, the Note Trustee and the Relevant Dealer as modified, with respect to any Notes        represented  by  a  Global  Certificate  or  a  Global  Note,  by  the  provisions  of  such  Global        Certificate or Global Note, and shall incorporate any additional provisions forming part of such        terms and conditions set out in Part A of the Final Terms relating to the Notes of that Series and                                             3  EU-DOCS\28920910.8 





 






         shall  be  endorsed  on  the  Definitive  Notes and any  reference  to  a  particularly  numbered        Condition shall be construed accordingly.         “Contractual  Currency” means,  in  relation  to  any  payment  obligation  of  any  Note,  the        currency in which that payment obligation is expressed and, in relation to Clause 11 (Provisions        supplemental to the Trustee Act 1925 and the Trustee Act 2000), pounds sterling or such other        currency as may be agreed between the Relevant Issuer and the Note Trustee from time to time.         “Coupons” means the bearer coupons relating to interest bearing Bearer Notes or, as the context        may require, a specific number of them and includes any replacement Coupons issued pursuant        to the Conditions.         “Dealer  Agreement” means  the amended  and  restated Dealer  Agreement  relating  to  the        Programme dated 21 August 2020 between the Issuers, NatWest Markets Plc and the other        dealers and arrangers named in it.         “Definitive Note” means a Bearer Note in definitive form having, where appropriate, Coupons        and/or a Talon attached on issue and, unless the context requires otherwise, means a Certificate        (other  than  a  Global  Certificate)  and  includes  any  replacement  Note  or  Certificate  issued        pursuant to the Conditions.         “Euroclear” means Euroclear Bank SA/NV.         “Eurosystem-eligible NGN” means a NGN which is intended to be held in a manner which        would allow Eurosystem eligibility, as stated in the applicable Final Terms.         “Event  of  Default” means  an  event  described  in  Condition  12 (Events  of  Default)  of  the        Conditions that, if so required by that Condition, has been certified by the Note Trustee to be,        in its opinion, materially prejudicial to the interests of the Noteholders.         “Extraordinary Resolution” has the meaning set out in Schedule 7 (Provisions for Meetings        of Noteholders).         “Final Terms” means, in relation to a Tranche, the Final Terms issued specifying the relevant        issue details of such Tranche, substantially in the form of Schedule C (Form of Final Terms) to        the Dealer Agreement.         “FSMA” means the Financial Services and Markets Act 2000, as amended.         “Global Certificate” means a Certificate substantially in the form set out in  Part5 of Schedule        1 (Form of Global Certificate) representing Registered Notes of one or more Tranches of the        same Series.         “Global Note” means a temporary Global Note and/or, as the context may require, a permanent        Global Note, a CGN and/or a NGN, as the context may require.         “holder” in relation to a Note, Coupon or Talon, and “Couponholder” and “Noteholder” have        the meanings given to them in the Conditions.         “Issuing  and  Paying  Agent” means  the  person  named  as  such  in  the  Conditions  or  any        Successor Issuing and Paying Agent in each case at its specified office.         “Liabilities” means  in  respect  of  any  person,  any  losses,  damages,  costs,  charges,  awards,        claims,  demands,  expenses,  judgments,  actions,  proceedings,  or  other  liabilities  whatsoever        including legal fees and Taxes and penalties incurred by that person (but, for the avoidance of        doubt,  in  each  case,  excluding  tax  on  net  income,  profits  or  gains),  together  with  any        irrecoverable VAT charged or chargeable in respect of any sums referred to in this definition.                                             4  EU-DOCS\28920910.8 





 






         “Market” means the regulated market of the London Stock Exchange.         “Moody’s”  means  Moody’s  Investors  Service  Limited  or  any  of  its  subsidiaries  and  their        successors.         “NGN” or “New Global Note” means a temporary Global Note in the form set out in  Part3 of        Schedule 1 (Form of NGN Temporary Global Note) or a permanent Global Note in the form set        out in  Part4 of Schedule 1 (Form of NGN Permanent Global Note).         “NSS” means the new safekeeping structure which applies to Registered Notes held in global        form  by  a  Common  Safekeeper  for  Euroclear  and  Clearstream,  Luxembourg  and  which  is        required  for  such  Registered  Notes  to  be  recognised  as  eligible  collateral  for  Eurosystem        monetary policy and intra-day credit operations.         “Non-eligible NGN” means a NGN which is not intended to be held in a manner which would        allow Eurosystem eligibility, as stated in the applicable Final Terms.         “Notes” means the euro medium term notes to be issued by the Issuers pursuant to the Dealer        Agreement, constituted by this Trust Deed and for the time being outstanding or, as the context        may require, a specific number of them and, in respect of an Issuer shall only refer to the Notes        issued by it.         “outstanding” means, in relation to the Notes, all the Notes issued except (a) those that have        been  redeemed  in  accordance  with  this  Trust  Deed,  (b)  those  that  have  been  redeemed  in        accordance  with  the  Conditions,  (c)  those  in  respect  of  which  the  date  for  redemption  has        occurred and the redemption moneys (including all interest accrued on such Notes to the date        for such redemption and any interest payable after such date) have been duly paid to the Note        Trustee or to the Issuing and Paying Agent as provided in Clause 2 (Issue of Notes and Covenant        to pay) and in the manner provided in the Agency Agreement and remain available for payment        against presentation and surrender of Notes, Certificates and/or Coupons, as the case may be in        accordance with the Conditions, (d) those that have become void or in respect of which claims        have become prescribed, (e) those that have been purchased and cancelled as provided in the        Conditions (including those Retained Notes which the Relevant Issuer has elected or is required        to  surrender  for  cancellation  pursuant  to Condition  6(k) (Cancellation)) and  notice  of  the        cancellation of which has been given to the Note Trustee, (f) those mutilated or defaced Bearer        Notes that have been surrendered or cancelled in exchange for replacement Bearer Notes, (g)        (for the purpose only of determining how many Notes are outstanding and without prejudice to        their  status  for  any  other  purpose) those  Bearer  Notes  alleged  to  have  been  lost,  stolen  or        destroyed  and  in  respect  of  which  replacement  Notes  have  been  issued,  (h)  any  temporary        Global Note to the extent that it shall have been exchanged for a permanent Global Note and        any Global Note to the extent that it shall have been exchanged for one or more Definitive        Notes, in either case pursuant to its provisions provided that for the purposes of (1) ascertaining        the right to attend and vote at any meeting of the Noteholders, (2) the determination of how        many  Notes  are  outstanding  for  the  purposes  of  Conditions 12 (Events  of  Default) and 13        (Meetings of Noteholders, Modification, Waiver and Substitution) and Schedule 7 (Provisions        for Meetings of Noteholders), (3) the exercise of any discretion, power or authority that the        Note Trustee is required, expressly or impliedly, to exercise in or by reference to the interests        of the Noteholders and (4) the certification (where relevant) by the Note Trustee as to whether        an Event of Default is in its opinion materially prejudicial to the interests of the Noteholders,        those Notes that are beneficially held by or on behalf of the Relevant Issuer and not cancelled        (including, for the avoidance of doubt, any Retained Notes for so long as they are held by or on        behalf  of  the  Relevant  Issuer)  shall (unless  no  longer  so  held)  be  deemed  not  to  remain        outstanding.  Save for the purposes of the proviso herein, in the case of each NGN, the Note        Trustee shall rely on the records of Euroclear and Clearstream, Luxembourg in relation to any        determination of the nominal amount outstanding of each NGN.                                             5  EU-DOCS\28920910.8 





 






         “Offering Circular” means the offering circular relating to the Notes (which term shall include        those documents incorporated by reference into it in accordance with its terms and save as        provided therein) as from time to time amended, supplemented or replaced and, in relation to        each Tranche, the applicable Pricing Supplement.         “Paying Agents” means the persons (including the Issuing and Paying Agent) referred to as        such in the Conditions or any Successor Paying Agents in each case at their respective specified        offices.         “permanent Global Note” means a Global Note representing Bearer Notes of one or more        Tranches of the same Series, either on issue or upon exchange of a temporary Global Note, or        part of it, and which shall be substantially in the form set out in Part 2 (Form of CGN Temporary        Global Note) or Part 4 (Form of CGN Temporary Global Note) of Schedule 1, as the case may        be.         “Pricing  Supplement” means,  in  relation  to  any  Tranche  of  Exempt  Notes,  the  pricing        supplement issued specifying the relevant issue details of such Tranche, substantially in the        form of Schedule D (Form of Pricing Supplement) to the Dealer Agreement.         “Procedures Memorandum” means administrative procedures and guidelines relating to the        settlement of issues of Notes as shall be agreed upon from time to time by the Issuers, the Note        Trustee,  the  Permanent  Dealers  (as  defined  in  the  Dealer  Agreement)  and  the  Issuing  and        Paying Agent and which, at the date of this Trust Deed, are set out in Schedule 1 (Procedures        Memorandum) to the Dealer Agreement.         “Programme Limit” means the maximum aggregate nominal amount of Notes that may be        issued  and  outstanding  at  any  time  under  the  Programme,  as  such  limit  may  be  increased        pursuant to the Dealer Agreement.         “Put Event” has the meaning given to it in Condition 6 (Redemption, Purchase and Options).         “Put Option” has the meaning given to it in Condition 6 (Redemption, Purchase and Options).         “Redemption Amount” means the Final Redemption Amount, Early Redemption Amount or        Optional Redemption Amount, as the case may be, all as defined in the Conditions.         “Register” means the register maintained by the Registrar at its specified office.         “Registered Note” means a Note in registered form.         “Registrar” means the person named as such in the Conditions or any Successor Registrar in        each case at its specified office.         “Retained Notes” has the meaning given to it in Condition 8 (Definitions).         “S&P”  means  S&P  Global  Ratings  Europe  Limited or  any  of  its  subsidiaries  and  their        successors.         “Series” means a series of Notes comprising one or more Tranches, whether or not issued on        the same date, that (except in respect of the first payment of interest and their issue price) have        identical terms on issue and are expressed to have the same series number.         “specified office” means, in relation to a Paying Agent, the Registrar or a Transfer Agent the        office identified with its name at the end of the Conditions or any other office approved by the        Note Trustee and notified to Noteholders pursuant to Clause 9(n) (Change in Agents).                                             6  EU-DOCS\28920910.8 





 






         “Successor” means, in relation to an Agent such other or further person as may from time to        time be appointed by the Issuers as such Agent with the written approval of, and on terms        approved  in  writing  by,  the  Note  Trustee  and  notice  of  whose  appointment  is  given  to        Noteholders pursuant to  Clause9(n) (Change in Agents).         “Talons” mean talons for further Coupons or, as the context may require, a specific number of        them and includes any replacement Talons issued pursuant to the Conditions.         “TARGET  System”   means  the  Trans-European  Automated  Real-Time  Gross  Settlement        Express Transfer (known as TARGET2) System or any successor thereto.         “Tax” shall be construed so as to include any present or future tax, levy, impost, duty, charge,        fee,  deduction  or  withholding  of  any  nature  whatsoever  (including  any  penalty  or  interest        payable  in  connection  with  any  failure  to  pay  or  any  delay in paying  any  of the  same,  but        excluding taxes on net income, profits or gains) imposed or levied by or on behalf of any Tax        Authority in the jurisdiction of the Relevant Issuer and Taxes shall be construed accordingly.         “Tax Authority” means any government, state or municipality or any local, state, federal or        other authority, body or official anywhere in the world exercising a fiscal, revenue, customs or        excise function (including, without limitation, Her Majesty’s Revenue and Customs).         “temporary Global Note” means a Global Note representing Bearer Notes of one or more        Tranches of the same Series on issue and which shall be substantially in the form set out in Part        1 of Schedule 1 (Form of CGN Temporary Global Note) or Part 3 of Schedule 1 (Form of NGN        Temporary Global Note), as the case may be.         “Tranche” means, in relation to a Series, those Notes of that Series that are issued on the same        date at the same issue price and in respect of which the first payment of interest is identical.         “Transfer  Agents” means  the  persons  (including  the  Registrar)  referred  to  as  such  in  the        Conditions or any Successor Transfer Agents in each case at their specified offices.         “trust corporation” means a trust corporation (as defined in the Law of Property Act 1925) or        a corporation entitled to act as a trustee pursuant to applicable foreign legislation relating to        trustees.         “VAT”  means value added tax provided for in the VAT Legislation and any other tax of a        similar fiscal nature whether imposed in the United Kingdom (instead of or in addition to value        added tax) or elsewhere.         “VAT Legislation” means the Value Added Tax Act 1994.   1.2   Construction of Certain References         References to:         (a)    the records of Euroclear and Clearstream, Luxembourg shall be to the records that each               of Euroclear and Clearstream, Luxembourg holds for its customers which reflect the               amount of such customers’ interests in the Notes;         (b)    costs, charges, remuneration or expenses include any value added, turnover or similar               tax charged in respect thereof; and         (c)    an action, remedy or method of judicial proceedings for the enforcement of creditors’               rights include references to the action, remedy or method of judicial proceedings in               jurisdictions other than England as shall most nearly approximate thereto.                                             7  EU-DOCS\28920910.8 





 






   1.3   Headings         Headings shall be ignored in construing this Trust Deed.   1.4   Offering Circular and Pricing Supplement   1.5   In this Trust Deed, all references to “Final Terms” shall be deemed to include references to        “Pricing Supplement”, and all references to “Prospectus” in this Agreement shall be deemed        to include references to the “Offering Circular”, unless the context requires otherwise.   1.6   Legislation         Any reference in this Trust Deed to any legislation (whether primary legislation or regulations        or other subsidiary legislation made pursuant to primary legislation) shall be construed as a        reference to such legislation as the same may have been, or may from time to time be, amended        or re-enacted.   1.7   Contracts         References in this Trust Deed to this Trust Deed or any other document are to this Trust Deed        or those documents as amended, supplemented or replaced from time to time in relation to the        Programme and include any document that amends, supplements or replaces them.   1.8   Schedules         The Schedules are part of this Trust Deed and have effect accordingly.   1.9   Alternative Clearing System         References in this Trust Deed to Euroclear and/or Clearstream, Luxembourg shall, wherever        the context so permits, be deemed to include reference to any additional or alternative clearing        system approved by the Issuers, the Note Trustee and the Issuing and Paying Agent.  In the case        of NGNs or Global Certificates held under the NSS, such alternative clearing system must also        be authorised to hold such Notes as eligible collateral for Eurosystem monetary policy and intra-       day credit operations.   1.10  Contracts (Rights of Third Parties) Act 1999         A person who is not a party to this Trust Deed has no right under the Contracts (Rights of Third        Parties) Act 1999 to enforce any term of this Trust Deed except and to the extent (if any) that        this Trust Deed expressly provides for such Act to apply to any of its terms.   1.11  Final Terms         In the event of any inconsistency between the Trust Deed and the Final Terms, the Final Terms        shall prevail.   1.12  Regulated markets         Any reference in this Trust Deed to a regulated market shall be construed as a reference to a        regulated market within the meaning given in MIFID II.   1.13  Amendment and Restatement         The Original Trust Deed shall be amended and restated on the terms of this Trust Deed. Except        as provided below, any Notes issued on or after the date of this Trust Deed shall be issued        pursuant to this Trust Deed. This does not affect any Notes issued prior to the date of this Trust                                             8  EU-DOCS\28920910.8 





 






         Deed or any Notes issued on or after the date of this Trust Deed so as to be consolidated and        form a single series with Notes issued prior to the date of this Trust Deed. Subject to such        amendment and restatement, the Original Trust Deed shall continue in full force and effect.   2.    ISSUE OF NOTES AND COVENANT TO PAY   2.1   Issue of Notes         Each  Issuer  may  from  time  to  time  issue  Notes  in  Tranches of  one  or  more  Series  on  a        continuous basis with no minimum issue size in an aggregate nominal amount of up to the        Programme Limit in accordance with the Dealer Agreement.  Before issuing any Tranche, the        Relevant Issuer shall give written notice or procure that it is given to the Note Trustee of the        proposed  issue  of  such  Tranche,  specifying  the  details  to  be  included  in  the  relevant  Final        Terms.  Upon the issue by the Relevant Issuer of any Notes expressed to be constituted by this        Trust Deed, such Notes shall forthwith be constituted by this Trust Deed without any further        formality and irrespective of whether or not the issue of such debt securities contravenes any        covenant or other restriction in this Trust Deed or the Programme Limit.   2.2   Separate Series         The Notes of each Series shall form a separate series of Notes and accordingly, unless the Note        Trustee in its absolute discretion shall otherwise determine, the provisions of this Trust Deed        shall apply mutatis mutandis separately and independently to the Notes of each Series and in        such  Clauses  and  Schedule  the  expressions “Noteholders”, “Certificates”, “Coupons”,        “Couponholders” and “Talons”,  together  with  all  other  terms  that  relate  to  Notes  or  their        Conditions, shall be construed as referring to those of the particular Series in question and not        of all Series unless expressly so provided, so that each Series shall be constituted by a separate        trust pursuant to Subclause 2.3 (Covenant to Pay) and that, unless expressly provided, events        affecting one Series shall not affect any other.  Each Issuer shall be at liberty from time to time        (but subject always to the provisions of this Trust Deed) without the consent of the Noteholders        or  Couponholders  to  create  and  issue  further  Notes  (whether  in  bearer  or  registered  form)        having terms and conditions the same as the Notes of any Tranche (or the same in all respects        save for the Issue Date, Interest Commencement Date (as defined in the Conditions) and Issue        Price (as defined in the Conditions)) and so that the same shall be consolidated and form a        single Series with the outstanding Notes of a particular Tranche.   2.3   Covenant to Pay         Each Relevant Issuer covenants with the Note Trustee that it, in relation to itself only, shall on        any date when any Notes become due to be redeemed, in whole or in part, or any principal of        the  Notes  of  any  Series  or  any  of  them  becomes  due  to  be  repaid  in  accordance  with  the        Conditions, unconditionally  pay  to  or  to  the  order  of  the  Note  Trustee  in  the  Contractual        Currency, in the case of any Contractual Currency other than euro, in the principal financial        centre for the Contractual Currency and in the case of euro, in a city in which banks have access        to the TARGET System, in same day funds the Redemption Amount of the Notes becoming        due for redemption on that date together with any applicable premium and shall (subject to the        Conditions and except in the case of Zero Coupon Notes) until such payment (both before and        after judgment) unconditionally so pay to or to the order of the Note Trustee interest in respect        of  the  nominal  amount  of  the  Notes  outstanding  as  set  out  in  the  Conditions  (subject  to        Subclause 2.6 (Rate of interest After a Default)) provided that (1) subject to the provisions of        Clause 2.5 (Payment after a Default) payment of any sum due in respect of the Notes or any of        them made to the Issuing and Paying Agent, or as the case may be, the Registrar as provided in        the Agency Agreement shall, to that extent, satisfy such obligation except to the extent that        there is failure in its subsequent payment to the relevant Noteholders or Couponholders (as the        case may be) under the Conditions, (2) a payment made after the due date or as a result of the        Note becoming repayable following an Event of Default shall be deemed to have been made                                             9  EU-DOCS\28920910.8 





 






         when the full amount due has been received by the Issuing and Paying Agent or the Note Trustee        and notice to that effect has been given to the Noteholders (if required under Clause 9(l) (Notice        of Late Payment)), except to the extent that there is failure in its subsequent payment to the        relevant Noteholders or Couponholders (as the case may be) under the Conditions; and (3) in        any case where payment of the whole or any part of the principal amount due in respect of any        Note is improperly withheld or refused upon due presentation of the relevant Note or (if so        provided for in the Conditions) interest shall accrue on the whole or such part of such principal        amount from the date of such withholding or refusal until the date either on which such principal        amount due is paid to the relevant Noteholders or, if earlier, the seventh day after which notice        is given to the relevant Noteholders in accordance with the Conditions that the full amount        payable  in  respect  of  the  said  principal  amount  is  available  for  collection  by  the  relevant        Noteholders provided that on further due presentation of the relevant Note or (if so provided        for in the Conditions) the relevant Note Certificate such payment is in fact made.  This covenant        shall only have effect each time Notes are issued and outstanding, when the Note Trustee shall        hold the benefit of this covenant and the covenant in Clause 8 (Covenant to comply with the        Trust Deed) on trust for the Noteholders and Couponholders of the relevant Series.   2.4   Discharge         Subject to Subclause 2.5 (Payment after a Default), any payment to be made in respect of the        Notes or the Coupons by the Relevant Issuer or the Note Trustee may be made as provided in        the  Conditions  and  any  payment so  made  shall  (subject  to  Subclause 2.5 (Payment  after  a        Default)) to that extent be a good discharge to the Relevant Issuer or the Note Trustee, as the        case may  be  (including,  in  the  case  of  Notes  represented  by  a  NGN  whether  or  not  the        corresponding  entries  have  been  made  in  the  records  of  Euroclear  and  Clearstream,        Luxembourg), except to the extent that there is failure in its subsequent payment to the relevant        Noteholders or Couponholders under the Conditions.   2.5   Payment after a Default         At any time after an Event of Default has occurred in relation to a particular Series the Note        Trustee may:         (a)    by notice in writing to the Relevant Issuer, the Paying Agents and the other Agents,               require the Paying Agents and the other Agents, or any of them until notified by the               Note Trustee to the contrary, so far as permitted by Applicable Law:                (i)    to act thereafter until otherwise instructed by the Note Trustee as Agents of the                      Note Trustee under this Trust Deed and the Notes of such Series on the terms                      of the Agency Agreement (with consequential amendments as necessary and                      except that the Note Trustee’s liability for the indemnification, remuneration                      and expenses of the Paying Agents and the Transfer Agents shall be limited to                      the amounts for the time being held by the Note Trustee in respect of such                      Series  on  the  terms  of  this  Trust  Deed  and  available  for  that  purpose)  and                      thereafter to hold all Notes, Certificates, Coupons and Talons of such Series                      and  all  moneys,  documents  and  records  held  by  them  in  respect  of  Notes,                      Certificates, Coupons and Talons of such Series on behalf of or to the order of                      the Note Trustee; and/or                (ii)   to deliver all Notes, Certificates, Coupons and Talons of such Series and all                      moneys,  documents  and  records  held  by  them  in  respect  of  the  Notes,                      Certificates, Coupons and Talons of such Series to the Note Trustee or as the                      Note Trustee directs in such notice provided that, such notice shall be deemed                      not to apply to any document or record which the relevant Agent is obliged not                      to release by any law or regulation; and                                             10  EU-DOCS\28920910.8 





 






         (b)    by  notice  in  writing  to  the  Relevant  Issuer  require  the  Relevant  Issuer  to  make  all               subsequent payments in respect of the Notes, Coupons and Talons of such Series to or               to the order of the Note Trustee and not to the Issuing and Paying Agent with effect               from the issue of any such notice to the Relevant Issuer; and from then until such notice               is withdrawn, proviso (1) to Clause 2.3 (Covenant to Pay) above shall cease to have               effect.   2.6   Rate of interest After a Default         If the Notes bear interest at a floating or other variable rate and they become immediately due        and repayable under the Conditions, the rate and/or amount of interest payable in respect of        them shall continue to be calculated by the Calculation Agent at such interest as if they had not        become due and repayable in accordance with the Conditions (with consequential amendments        as necessary) except that the rates of interest need not be published unless the Note Trustee        otherwise requires.  The first period in respect of which interest shall be so calculable shall        commence on the expiry of the Interest Period during which the Notes become so due and        repayable.   3.    FORM OF THE NOTES   3.1   Global Notes         (a)    The Notes of each Tranche will initially be represented by a single temporary Global               Note or a single permanent Global Note, as indicated in the applicable Final Terms.                Each temporary Global Note shall be exchangeable, upon request as described therein,               for either Definitive Notes together with, where applicable, Coupons (except in the case               of Zero Coupon Notes) 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, Coupons (except  in  the  case  of  Zero  Coupon  Notes)  and,  where               applicable,  Talons  attached,  in  accordance  with  the  provisions  of  such  permanent               Global Note.  All Global Notes shall be prepared, completed and delivered to a common               depositary (in the case of a CGN) or Common Safekeeper (in the case of a NGN) for               Euroclear  and  Clearstream,  Luxembourg  in  accordance  with  the  provisions  of  the               Dealer Agreement or to another appropriate depositary in accordance with any other               agreement between the Relevant Issuer and the relevant Dealer(s) and, in each case, the               Agency Agreement.         (b)    Each temporary Global Note shall be printed or typed in the form or substantially in the               form set out in Part 1 of Schedule 1 (Form of CGN Temporary Global Note) or Part 3               of Schedule 1 (Form of NGN Temporary Global Note), as the case may be and may be               a facsimile.  Each temporary Global Note shall have annexed thereto a copy of the               applicable Final Terms and shall be signed manually, electronically or in facsimile by               a person duly authorised by the Relevant Issuer on behalf of the Relevant Issuer and               shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the               case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of               which the Relevant Issuer has notified the Issuing and Paying Agent that effectuation               is to be applicable, be effectuated by the Common Safekeeper acting on the instructions               of  the Issuing  and  Paying  Agent.   Each  temporary  Global  Note  so  executed  and               authenticated shall be a binding and valid obligation of the Relevant Issuer and title               thereto shall pass by delivery.         (c)    Each permanent Global Note shall be printed or typed in the form or substantially in               the form set out in Part 2 of Schedule 1 (Form of CGN Temporary Global Note) or Part               4 of Schedule 1 (Form of NGN Permanent Global Note), as the case may be and may               be a facsimile.  Each permanent Global Note shall have annexed thereto a copy of the                                             11  EU-DOCS\28920910.8 





 






                applicable Final Terms and shall be signed manually, electronically or in facsimile by               a person duly authorised by the Relevant Issuer on behalf of the Relevant Issuer and               shall be authenticated by or on behalf of the Issuing and Paying Agent and shall, in the               case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of               which the Relevant Issuer has notified the Issuing and Paying Agent that effectuation               is to be applicable, be effectuated by the Common Safekeeper acting on the instructions               of  the  Issuing  and  Paying  Agent.   Each  permanent  Global  Note  so  executed  and               authenticated shall be a binding and valid obligation of the Relevant Issuer and title               thereto shall pass by delivery.   3.2   Global Certificates         (a)    The  Registered  Notes  of  each  Tranche  will  initially  be  represented  by  a  Global               Certificate.  Global Certificates shall be deposited with a common depositary for, and               registered in the name of a nominee of such common depositary for, Euroclear and               Clearstream, Luxembourg.         (b)    Each Global Certificate, and each interest represented by a Global Certificate, shall be               exchangeable and transferable only in accordance with the provisions of such Global               Certificate, the Dealer Agreement, the Agency Agreement and the rules and operating               procedures for the time being of Euroclear and Clearstream, Luxembourg (as the case               may be).         (c)    Each Global Certificate shall be printed or typed in the form or substantially in the form               set out in Part 5 of Schedule 1 (Form of Global Certificate) and may be a facsimile.                Each Global Certificate shall have annexed thereto a copy of the applicable Final Terms               and shall be signed manually, electronically or in facsimile by a person duly authorised               by  the  Relevant  Issuer  on  behalf  of  the  Relevant  Issuer  and  shall  be  authenticated               manually or electronically by or on behalf of the Registrar.  The Registrar shall also               instruct the Common Safekeeper to effectuate the same.  Each Global Certificate so               executed, authenticated and effectuated shall be a binding and valid obligation of the               Relevant Issuer.   3.3   The Definitive Notes         The Definitive Notes, Coupons and Talons shall be security printed and the Certificates shall        be printed, in each case in accordance with applicable legal and stock exchange requirements        substantially in the forms set out in Schedule 2 (Form of Definitive Bearer Note). The Notes        and Certificates (other than Global Certificates) shall be endorsed with the Conditions.   3.4   Signature         The  Notes,  Certificates,  Coupons  and  Talons  shall  be  signed  manually,  electronically or  in        facsimile by a duly authorised signatory of the Relevant Issuer, the Notes shall be authenticated        by or on behalf of the Issuing and Paying Agent and the Certificates shall be authenticated by        or on behalf of the Registrar.  The Relevant Issuer may use the facsimile signature of a person        who at the date of this Trust Deed is such a duly authorised signatory even if at the time of issue        of any Notes, Certificates, Coupons or Talons he is no longer so authorised.  In the case of a        Global Note which is a NGN or a Global Certificate which is held under the NSS, the Issuing        and Paying Agent or the Registrar shall also instruct the Common Safekeeper to effectuate the        same.  Notes, Certificates, Coupons and Talons so executed and authenticated (and effectuated,        if applicable) shall be or, in the case of Certificates, represent binding and valid obligations of        the Relevant Issuer.                                             12  EU-DOCS\28920910.8 





 






   3.5   Entitlement to treat holder as owner         The Relevant Issuer, the Note Trustee and any Agent may deem and treat the holder of any        Bearer Note or Certificate as the absolute owner of such Bearer Note or Certificate, free of any        equity, set-off or counterclaim on the part of the Relevant Issuer against the original or any        intermediate holder of such Bearer Note or Certificate (whether or not such Bearer Note or the        Registered  Note  represented  by  such  Certificate  shall  be  overdue  and  notwithstanding  any        notation of ownership or other writing thereon or any notice of previous loss or theft of such        Bearer Note or Certificate) for all purposes and, except as ordered by a court of competent        jurisdiction or as required by Applicable Law, the Relevant Issuer, the Note Trustee and the        Issuing and Paying Agent shall not be affected by any notice to the contrary.  All payments        made to any such holder shall be valid and, to the extent of the sums so paid, effective to satisfy        and discharge the liability for the moneys payable upon the Notes.   4.    STAMP DUTIES AND TAXES   4.1   Stamp Duties         Each  Relevant  Issuer  (in  respect  of  itself  only)  shall  pay  any stamp,  issue,  regulatory,        documentary or other similar taxes and duties, including interest and penalties, payable in the        United Kingdom and the country of each Contractual Currency in respect of the creation, issue        and offering of the Notes, Certificates, Coupons and Talons and the execution or delivery of        this Trust Deed. Each Relevant Issuer (on a several (and not joint) basis) shall also pay to the        Note Trustee, the Noteholders or the Couponholders (as applicable), an amount equal to any        stamp, issue, documentary or other similar taxes paid by them in any jurisdiction in connection        with any action taken by or on behalf of the Note Trustee or, as the case may be, the Noteholders        or the Couponholders to enforce the Relevant Issuer’s obligations under this Trust Deed or the        Notes, Certificates, Coupons or Talons.   4.2   Change of Taxing Jurisdiction         If  an  Issuer  becomes  subject  generally  to  the  taxing  jurisdiction  of  a  territory  or  a  taxing        authority of or in that territory with power to tax other than or in addition to the United Kingdom        or any such authority of or in such territory then the Relevant Issuer shall (unless the Note        Trustee otherwise agrees) give the Note Trustee an undertaking satisfactory to the Note Trustee        in terms corresponding to the terms of Condition 10 (Taxation) with the substitution for, or (as        the case may require) the addition to, the references in that Condition to the United Kingdom        of references to that other or additional territory or authority to whose taxing jurisdiction the        Relevant  Issuer  has  become  so  subject.   In  such  event  this  Trust  Deed  and  the  Notes,        Certificates, Coupons and Talons shall be read accordingly.   5.    APPLICATION OF MONEYS RECEIVED BY THE NOTE TRUSTEE   5.1   Declaration of Trust         All moneys received by the Note Trustee in respect of the Notes or amounts payable under this        Trust Deed shall, despite any appropriation of all or part of them by the Relevant Issuer, be held        by the Note Trustee on trust to apply them (subject to Clause 5.2 (Accumulation)):         (a)    first, in payment of all costs, charges, expenses and Liabilities incurred by the Note               Trustee (including remuneration payable to it) in carrying out its functions under this               Trust Deed;         (b)    secondly, in payment of any amounts owing in respect of the Notes or Coupons pari               passu and rateably (and where interest and principal is due and payable in respect of                                             13  EU-DOCS\28920910.8 





 






                the  Notes  it  shall  be  applied pari  passu between  each  Series  unless  in  respect  of  a               specific Series only); and         (c)    thirdly, in payment of any balance to the Relevant Issuer for itself.         If the Note Trustee holds any moneys in respect of Notes or Coupons that have become void or        in respect of which claims have become prescribed, the Note Trustee shall hold them on these        trusts.   5.2   Accumulation         The Note Trustee may retain such investments and accumulate the resulting income until the        investments and the accumulations, together with any other funds for the time being under its        control and available for such payment, amount to at least 10 per cent. of the nominal amount        of  the  Notes  then  outstanding  and  then  such  investments,  accumulations  and  funds  (after        deduction of, or provision for, any applicable taxes) shall be applied as specified in Subclause        5.1 (Declaration  of  Trust). For  the  avoidance  of  doubt,  the  Note  Trustee  shall  in  no        circumstances  have  any  discretion  to  invest  any  moneys  referred  to  in  this  Subclause 5.2        (Accumulation) in any investments or other assets.   5.3   Investment         Moneys  held  by the  Note  Trustee  may  at  its  election  be  placed  on  deposit  into  an  account        bearing a market rate interest (and, for the avoidance of doubt, the Note Trustee shall not be        required to obtain best rates, be responsible for any loss occasioned by such deposit or exercise        any other form of investment discretion with respect to such deposits) in its name or under its        control in any investments or other assets anywhere whether or not they produce income or        deposited in its name or under its control at such bank or other financial institution in such        currency as the Note Trustee may, in its absolute discretion, think fit.  If that bank or institution        is the Note Trustee or a subsidiary, holding or associated company of the Note Trustee, it need        only account for an amount of interest equal to the standard amount of interest payable by it on        such a deposit to an independent customer.     6.    ENFORCEMENT AND PUT EVENT   6.1   Proceedings brought by the Note Trustee         At any time after the occurrence of an Event of Default which is continuing, and, in the case of        paragraph (ii) of Condition 12 (Event of Default), where the Note Trustee has certified (where        applicable) (without liability on its part) that in its opinion such event is materially prejudicial        to the interests of the Noteholders, the Note Trustee may at its discretion and without further        notice take such proceedings as it may think fit against the Relevant Issuer to enforce the terms        of the Trust Deed, the Notes and the Coupons.   6.2   Proof of default         Should the Note Trustee take legal proceedings against the Relevant Issuer to enforce any of        the provisions of this Trust Deed:         (a)    proof therein that as regards any specified Note the Relevant Issuer has made default in               paying any principal, premium or interest due in respect of such Note shall (unless the               contrary be proved) be sufficient evidence that the Relevant Issuer has made the like               default as regards all other Notes which are then due and repayable; and         (b)    proof therein that as regards any specified Coupon the Relevant Issuer has made default               in  paying  any  interest  due  in  respect  of  such  Coupon  shall  (unless  the  contrary  be                                             14  EU-DOCS\28920910.8 





 






                proved) be sufficient evidence that the Relevant Issuer has made the like default as               regards all other Coupons which are then due and payable.   6.3   Put Event         At any time upon the Note Trustee becoming aware that a Put Event has occurred, the Note        Trustee may, and if so requested by the holders of at least one-quarter in nominal amount of the        Notes then outstanding shall, give notice to the Noteholders in accordance with Condition 18        (Notices) specifying the nature of the Put Event and the procedure for exercising the Put Option.   7.    PROCEEDINGS   7.1   Action taken by Note Trustee         The  Note  Trustee  shall  not  be  bound  to  take  any  such  proceedings  as  are  mentioned  in        Clause 6.1 (Proceedings brought by the Note Trustee) unless respectively directed or requested        to do so (i) by an Extraordinary Resolution or (ii) in writing by the holders of at least one-       quarter in nominal amount of the Notes of the relevant Series then outstanding and in either        case then only if it shall be indemnified and/or secured and/or pre-funded to its satisfaction        against all actions, proceedings, claims and demands to which it may thereby render itself liable        and all costs, charges, damages and expenses which it may incur by so doing.   7.2   Note Trustee only to enforce         Only the Note Trustee may enforce the provisions of this Trust Deed.  No holder shall be entitled        to  proceed  directly  against  the  Relevant  Issuer  to  enforce  the  performance  of  any  of  the        provisions of this Trust Deed unless the Note Trustee having become bound as aforesaid to take        proceedings fails to do so within a reasonable period and such failure shall be continuing.   8.    COVENANT TO COMPLY WITH THE TRUST DEED   8.1   Covenant to comply with the Trust Deed         The Relevant Issuer covenants with the Note Trustee to comply with those provisions of this        Trust Deed, the Conditions and the other Programme documents which are expressed to be        binding on it and to perform and observe the same.  The Notes and the Coupons are subject to        the provisions contained in this Trust Deed, all of which shall be binding upon the Relevant        Issuer, the Noteholders, the Couponholders and all persons claiming through or under them        respectively.   8.2   Note Trustee may enforce Conditions         The Note Trustee shall itself be entitled to enforce the obligations of the Relevant Issuer under        the Notes and the Conditions as if the same were set out and contained in this Trust Deed which        shall be read and construed as one document with the Notes.   9.    COVENANTS         So long as any Note is outstanding, each Relevant Issuer severally (and not jointly) covenants        with the Note Trustee that it shall:         (a)    Books of Account: at all times keep such books of account as may be necessary to               comply with all Applicable Law and so as to enable the financial statements of the               Relevant Issuer to be prepared and allow the Note Trustee and anyone appointed by it,               access to its books of account at all reasonable times during normal business hours and               to discuss the same with responsible officers of the Relevant Issuer;                                             15  EU-DOCS\28920910.8 





 






         (b)    Notice  of  Events  of  Default:  notify  the  Note  Trustee  in  writing immediately  on               becoming aware of the occurrence of any Event of Default and without waiting for the               Note Trustee to take any further action;         (c)    Information: So long as any of the Notes remains outstanding, the Relevant Issuer               covenants with the Note Trustee that it shall give or procure to be given to the Note               Trustee such opinions, certificates, information and evidence as it shall require and in               such  form  as  it  shall  require  (including  without  limitation  the  procurement  by  the               Relevant Issuer of all such certificates called for by the Note Trustee pursuant to Clause               11.4 (Certificate Signed by directors)) for the purpose of the discharge or exercise of               the duties, trusts, powers, authorities and discretions vested in it under this Trust Deed               or any other Programme document or by operation of law;         (d)    Requests  by  the  Trustee: So  long  as  any  of  the  Notes  remains  outstanding,  the               Relevant Issuer covenants with the Note Trustee that it shall, within ten Business Days               (as defined in the Conditions) of a written request by the Note Trustee, supply to the               Note Trustee such forms, documents and other information relating to it, its operations               or the Notes which the Note Trustee may reasonably request for the purposes of the               Note  Trustee’s  compliance  with  Applicable  Law,  and  shall  notify  the  Note  Trustee               reasonably promptly in the event that it becomes aware that any of such information is               (or becomes) inaccurate in any material respect; provided, however, the Relevant Issuer               shall  not  be  required  to  provide  any  such  forms,  documents  or  other  information               pursuant to this Clause to the extent that (i) any such form, documentation or other               information (or the information required to be provided on such form or documentation)               is  not  reasonably  available  to  the Relevant  Issuer and  cannot  be  obtained  by  the               Relevant  Issuer using  reasonable  efforts;  or  (ii) doing  so  would  or  might  in  the               reasonable opinion of the Relevant Issuer constitute a breach of any Applicable Law,               fiduciary duty or duty of confidentiality;         (e)    Accounts  in  relation  to  Principal  Subsidiaries:   ensure  that  such  accounts  are               prepared  as  may  be necessary  to  determine  which  subsidiaries  are  its  Principal               Subsidiaries and procure that two directors of the Relevant Issuer prepare and deliver               to the Note Trustee at the time of issue of every audited consolidated balance sheet of               it and at any other time upon the request of the Note Trustee a certificate or report               specifying the Principal Subsidiaries at the date of such balance sheet or request;         (f)    Certificate relating to Principal Subsidiaries:  give to the Note Trustee, as soon as               reasonably practicable after the acquisition or disposal of any company which thereby               becomes or ceases to be a Principal Subsidiary or after any transfer is made to any               Subsidiary which thereby becomes a Principal Subsidiary, a certificate by two directors               of the Relevant Issuer to such effect;         (g)    Financial Statements etc: send to the Note Trustee and the Issuing and Paying Agent               at the time of their issue, and, in the case of annual financial statements in any event               within 180 days of the end of each financial year, electronic copies in English of every               balance  sheet,  profit  and  loss  account,  report  or  other  notice,  statement  or  circular               issued, or that legally or contractually should be issued, to its members or creditors (or               any class of them) or any holding company thereof generally in their capacity as such               and  procure  that  the  same  are  made  available  for  inspection  by  Noteholders  and               Couponholders  at  the  specified  offices  of  the  Paying  Agents  as  soon  as practicable               thereafter;         (h)    Certificate of Directors: send to the Note Trustee promptly following (i) publication               of its annual audited financial statements being made available to its members, and in               any event not later than 180 days after the end of its financial year and (ii) any request                                             16  EU-DOCS\28920910.8 





 






                by the Note Trustee, a certificate signed by any two of its directors certifying that,               having made all reasonable enquiries, to the best of the knowledge, information and               belief  as  at  a  date  not  more  than  five  days  before  the  date  of  the  certificate               (the “Certification Date”) the Relevant Issuer has complied with its obligations under               this Trust Deed (or, if such is not the case, giving details of such non-compliance) and               that as at such date there did not exist nor had there existed at any time prior thereto               since the Certification Date in respect of the previous such certificate (or, in the case of               the first such certificate, since the date of this Trust Deed) any Event of Default or               Restructuring Event or (if such is not the case) specifying the same;         (i)    Certificate of Notes Held: send to the Note Trustee as soon as practicable after being               so requested by the Note Trustee a certificate of the Relevant Issuer signed by any two               of  its  directors  setting  out  the  total  number  of  Notes  which,  at  the  date  of such               certificate, were held by or on behalf of that Relevant Issuer or any Subsidiary;         (j)    Notices to Noteholders: send to the Note Trustee not less than five Business Days prior               to the date of publication, for the Note Trustee’s approval the form of each notice to be               given to Noteholders in accordance with the Conditions and not publish such notice               without such approval and, once given, two copies of each such notice (such approval,               unless so expressed, not to constitute approval for the purposes of section 21 of the               FSMA of any such notice which is a communication within the meaning of section 21               of the FSMA);         (k)    Further  Acts:  so  far  as  permitted  by  Applicable  Law,  do  such  further  things  and               execute all such further documents as may be necessary in the opinion of the Note               Trustee to give effect to this Trust Deed;         (l)    Notice of Late Payment: forthwith give notice to the Noteholders of any unconditional               payment to the Issuing and Paying Agent or the Note Trustee of any sum due in respect               of the Notes or Coupons made after the due date for such payment;         (m)    Listing and Trading: if the Notes are so listed and traded, use reasonable endeavours               to maintain the listing and trading of the Notes on the Market but, if it is unable to do               so, having used such endeavours, or if the maintenance of such listing or trading is               agreed by the Note Trustee to be unduly onerous and the Note Trustee is satisfied that               the interests of the Noteholders would not be thereby materially prejudiced, instead use               reasonable endeavours to obtain and maintain a listing of the Notes on another stock               exchange and the admission to trading of the Notes on another market (such market               being a market which is a regulated market for the purposes of MIFID II), in each case               approved in writing by the Note Trustee;         (n)    Change in Agents: give at least 14 days’ prior notice to the Noteholders of any future               appointment, resignation or removal of an Agent or of any change by an Agent of its               specified  office  and  not  make  any  such  appointment  or  removal  without  the  Note               Trustee’s written approval;         (o)    Provision of Legal Opinions: procure the delivery of legal opinions addressed to the               Note Trustee dated the date of such delivery, in form and content acceptable to the Note               Trustee:                (i)    from Latham & Watkins LLP as to the laws of England on the date of any                      update of the Programme and on the date of any amendment to this Trust Deed;                (ii)   from legal advisers reasonably acceptable to the Note Trustee as to such law as                      may reasonably be requested by the Note Trustee on the date of any update of                      the Programme and on the issue date for the Notes in the event of a proposed                                             17  EU-DOCS\28920910.8 





 






                       issue of Notes of such a nature and having such features as might lead the Note                      Trustee to conclude (acting reasonably (and only in circumstances where, in                      the reasonable opinion of the Note Trustee, a legal opinion has not previously                      been issued in respect of Notes having such features and/or a relevant material                      change in law has occurred)) that it would be prudent, having regard to such                      nature and features, to obtain such legal opinion(s) or in the event that the Note                      Trustee  considers  it  prudent  (acting  reasonably)  in  view  of  a  change  (or                      proposed change) in (or in the interpretation or application of) any Applicable                      Law, regulation or circumstance affecting it, the Note Trustee, the Notes, the                      Certificates,  the  Coupons,  the  Talons,  this  Trust  Deed  or  the  Agency                      Agreement; and                (iii)  on each occasion on which a legal opinion is given to any Dealer in relation to                      any Notes pursuant to the Dealer Agreement from the legal adviser giving such                      opinion;         (p)    Notification of redemption or payment: not less than the number of days specified in               the relevant Condition prior to the redemption or payment date in respect of any Note               or Coupon give to the Note Trustee notice in writing of the amount of such redemption               or payment pursuant to the Conditions and duly proceed to redeem or pay such Notes               or Coupons accordingly;         (q)    Tax or optional redemption: if the Relevant Issuer gives notice to the Note Trustee               that  it  intends  to  redeem  the  Notes  pursuant  to  Conditions  6(c)  (Redemption  for               Taxation Reasons), 6(d) (Redemption for Indexation Reasons) and 6(e) (Redemption at               the Option of the Relevant Issuer) the Relevant Issuer shall, prior to giving such notice               to the Noteholders, provide such information to the Note Trustee as the Note Trustee               reasonably requires in order to satisfy itself of the matters referred to in such Condition;         (r)    Change of taxing jurisdiction: if the Relevant Issuer shall become subject generally               to the taxing jurisdiction of any territory or any political sub-division thereof or any               authority therein or thereof having power to tax other than or in addition to Relevant               Issuer’s taxing jurisdiction, immediately upon becoming aware thereof notify the Note               Trustee of such event and (unless the Note Trustee otherwise agrees) enter forthwith               into a trust deed supplemental hereto, giving to the Note Trustee an undertaking or               covenant in form and manner satisfactory to the Note Trustee in terms corresponding               to the terms of Condition 10 (Taxation) with the substitution for (or, as the case may               be, the addition to) the references therein to Relevant Issuer’s taxing jurisdiction of               references to that other or additional territory to whose taxing jurisdiction, or that of a               political subdivision thereof or an authority therein or thereof, the Relevant Issuer shall               have  become  subject  as  aforesaid,  such  trust  deed  also  to  modify  Condition 10               (Taxation) so  that  such  Condition  shall  make  reference  to  that  other  or  additional               territory;         (s)    Authorised Signatories: upon the execution hereof and thereafter forthwith upon any               change of the same, deliver to the Note Trustee (with a copy to the Issuing and Paying               Agent) a list of the Authorised Signatories of the Relevant Issuer, together with certified               specimen signatures of the same;         (t)    Payments: pay moneys payable by it to the Note Trustee hereunder without set off,               counterclaim, deduction or withholding, unless otherwise compelled by law and in the               event of any deduction or withholding compelled by law pay such additional amount               as will result in the payment to the Note Trustee of the amount which would otherwise               have been payable by it to the Note Trustee hereunder (save that, for the avoidance of               doubt, this shall not apply to any payments of interest or principal in respect of the                                             18  EU-DOCS\28920910.8 





 






                Notes or the Coupons, any additional amounts to be paid in respect of such sums to be               instead determined in accordance with Condition 10 (Taxation));         (u)    Obligations of Agents: enforce its rights as against the Agents and the Registrar under               the Agency  Agreement  and  notify  the  Note  Trustee  immediately  upon  it  becoming               aware of any material breach or failure by an Agent in relation to the Notes or Coupons;          (v)    Notice of  Put  Event:  notify  the  Note  Trustee  in  writing  immediately  on  becoming               aware of the occurrence of any Put Event;          (w)    Cancellation of Notes: procure the delivery of a certificate of cancellation to the Note               Trustee detailing all Notes redeemed, converted or purchased by the Relevant Issuer               (and  in  the  case  of  Retained  Notes,  any  Retained  Notes  elected  or  required  to  be               cancelled  in  accordance  with  Condition  6(k) (Cancellation)) upon  which  the  Note               Trustee  can  rely  as  conclusive  evidence  of  repayment  or  discharge  of  the  relevant               Notes; and         (x)    Retained  Notes: waive,  or  procure  the  waiver  of, its  rights  to  receive  payments  in               respect of any Retained Notes for so long as such Retained Notes are held by it or on               its behalf.   10.   REMUNERATION AND INDEMNIFICATION OF THE NOTE TRUSTEE   10.1  Normal Remuneration         So  long  as  any  Note  is  outstanding  each  Relevant  Issuer  shall  pay  the  Note  Trustee  as        remuneration for its services as Note Trustee such sum on such dates in each case as the Note        Trustee and the Relevant Issuer may agree in writing. Such remuneration shall accrue from day        to  day  from  the  date  of  this  Trust  Deed. However,  if  any  payment  to  a  Noteholder  or        Couponholder  of  moneys  due  in  respect  of  any  Note  or  Coupon  is  improperly  withheld  or        refused, such remuneration shall again accrue as from the date of such withholding or refusal        until payment to such Noteholder or Couponholder is duly made.   10.2  Extra Remuneration         If  an  Event  of  Default  (or  an  event  has  occurred  which  has  led  the  Note  Trustee,  acting        reasonably, to take steps to determine whether an Event of Default has occurred) shall have        occurred  in  relation  to  a  Relevant  Issuer,  such  Relevant  Issuer  hereby  agrees  that  the  Note        Trustee shall be entitled to be paid additional remuneration calculated at its normal hourly rates        in force from time to time.  In any other case, if the Note Trustee finds it expedient or necessary        or is requested by such Relevant Issuer to undertake duties that they both agree to be of an        exceptional nature or otherwise outside the scope of the Note Trustee’s normal duties under this        Trust Deed, such Relevant Issuer shall pay such additional remuneration as they may agree (and        which may be calculated by reference to the Note Trustee’s normal hourly rates in force from        time to time) or, failing agreement as to any of the matters in this Subclause (or as to such sums        referred to in Subclause 10.1 (Normal Remuneration)), as determined by a financial institution        or person (acting as an expert) selected by the Note Trustee and approved by that Relevant        Issuer or, failing such approval, nominated by the President for the time being of The Law        Society of England and Wales.  The expenses involved in such nomination and such financial        institution’s fee shall be borne by such Relevant Issuer.  The determination of such financial        institution or person shall be conclusive and binding on the Relevant Issuer, the Note Trustee,        the Noteholders and the Couponholders.   10.3  Expenses                                             19  EU-DOCS\28920910.8 





 






         Each Relevant Issuer shall (on a several (and not joint) basis only) pay or discharge all costs,        charges, Liabilities and expenses properly incurred by the Note Trustee and (if applicable) any        receiver  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, this Trust Deed and the        other Programme documents including, but not limited to, legal and travelling expenses and        any stamp, issue, registration, documentary or other taxes or duties paid by the Note Trustee in        connection  with  any  action  taken  or  contemplated  by  or  on  behalf  of  the  Note  Trustee  for        enforcing  or  resolving  any  doubt  concerning  this  Trust  Deed,  the  Notes,  the  Coupons,  the        Talons or any other Programme document.  Such costs, charges, Liabilities and expenses shall:         (a)    in the case of payments made by the Note Trustee before such demand, carry interest               from the date of the demand at the rate of 2 per cent. per annum over the base rate of               the Bank of England on the date on which the Note Trustee made such payments and         (b)    in other cases, carry interest at such rate from 30 days after the date of the demand or               (where the demand specifies that payment is to be made on an earlier date) from such               earlier date.   10.4  Value Added Tax         The Relevant Issuer shall in addition pay to the Note Trustee an amount equal to the amount of        any value added tax or similar tax chargeable in respect of its remuneration (including extra        remuneration and expenses) under this Trust Deed.   10.5  Indemnity         Without prejudice to the right of indemnity given by law to trustees, the Relevant Issuer will        indemnify  the  Note  Trustee  and  every  receiver,  attorney,  manager,  agent  or  other  person        appointed by the Note Trustee hereunder and keep it or him indemnified against all liabilities        and expenses (including any VAT payable) to which it or he may become subject or which may        be incurred by it or him in the negotiation and preparation of this Trust Deed and the other        Programme documents and the execution or purported execution or exercise of any of its or his        trusts, duties, rights, powers, authorities and discretions under this Trust Deed or any other        Programme document 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  this  Trust  Deed  or  any  other        Programme  document  or  any  such  appointment  (including,  without  limitation,  liabilities        incurred in disputing or defending any of the foregoing).   10.6  Continuing Effect         Unless otherwise specifically stated in any discharge of this Trust Deed, the provisions of this        Clause 10 shall continue in full force and effect notwithstanding such discharge and whether or        not the Note Trustee is then the trustee of this Trust Deed.   11.   PROVISIONS SUPPLEMENTAL TO THE TRUSTEE ACT 1925 AND THE TRUSTEE        ACT 2000   11.1  Advice         The Note Trustee may act on the advice, opinion or report of or any information obtained from        any lawyer, valuer, accountant (including the auditors), surveyor, banker, broker, auctioneer,        or other expert (whether obtained by the Relevant Issuer, the Note Trustee or otherwise, whether        or  not  addressed  to  the  Note  Trustee,  and  whether  or  not  the  advice,  opinion,  report  or        information, or any engagement letter or other related document, contains a monetary or other        limit on liability or limits the scope and/or basis of such advice, opinion, report or information).        The Note Trustee will not be responsible to anyone for any liability occasioned by so acting.                                             20  EU-DOCS\28920910.8 





 






         Any  such  advice,  opinion  or information  may  be  sent  or  obtained  by  letter,  telex, fax or        electronic communication and the Note Trustee shall not be liable for acting in good faith on        any advice, opinion or information purporting to be conveyed by such means even if it contains        an error or is not authentic.   11.2  Note Trustee to Assume Performance         The Note Trustee need not notify anyone of the execution of this Trust Deed or do anything to        find  out  if  a  Restructuring  Event  or  an  Event  of  Default  has  occurred.  Until  it  has  actual        knowledge or express notice to the contrary, the Note Trustee may assume that no such event        has occurred and that the Relevant Issuer is performing all its obligations under this Trust Deed,        the Notes, the Coupons and the Talons.   11.3  Resolutions of Noteholders         The Note Trustee shall not be responsible for having acted on a resolution purporting to be a        Written Resolution or to have been passed at a meeting of Noteholders in respect of which        minutes have been made and signed or a direction of a specified percentage of Noteholders        even if it is later found that there was a defect in the constitution of the meeting or the passing        of the resolution or the making of the directions or that the resolution was not valid or binding        on the Noteholders or Couponholders.   11.4  Certificate Signed by directors         If the Note Trustee, in the exercise of its functions, requires to be satisfied or to have information        as to any fact or the expediency of any act, it may call for and accept as sufficient evidence of        that fact or the expediency of that act a certificate signed by any two directors of the Relevant        Issuer as to that fact or to the effect that, in their opinion, that act is expedient and the Note        Trustee  need  not  call  for  further  evidence  and  shall  not  be  responsible  for  any  Liability        occasioned by acting on such a certificate.   11.5  Certificate of Auditors         A certificate of the Auditors that in their opinion a Subsidiary is or is not or was or was not at        any particular time or during any particular period a Principal Subsidiary shall, in the absence        of  manifest  error,  be  conclusive  and  binding  on  the  Relevant  Issuer,  the  Note  Trustee,  the        Noteholders and the Couponholders;   11.6  Delivery of Certificate         The Note Trustee shall have no Liability whatsoever for any loss, cost, damages or expenses        directly or indirectly suffered or incurred by the Relevant Issuer, any Noteholder, or any other        person as a result of the delivery by the Note Trustee to the Relevant Issuer of a certificate as        to material prejudice pursuant to Condition 12 (Events of Default) on the basis of an opinion        formed by it in good faith.    11.7  Deposit of Documents         The Note Trustee may appoint as custodian, on any terms, any bank or entity whose business        includes the safe custody of documents or any lawyer or firm of lawyers believed by it to be of        good repute and may deposit this Trust Deed and any other documents with such custodian and        pay all sums due in respect thereof.  The Note Trustee is not obliged to appoint a custodian of        securities payable to bearer.                                             21  EU-DOCS\28920910.8 





 






   11.8  Discretion         The Note  Trustee shall  have  absolute  and  uncontrolled  discretion  as  to  the  exercise  of  its        functions  and  shall  not  be  responsible  for  any  loss,  liability,  cost,  claim,  action,  demand,        expense or inconvenience that may result from their exercise or non- exercise.   11.9  Note Trustee’s consent         Any consent given by the Note Trustee for the purposes of this Trust Deed may be given on        such terms and subject to such conditions (if any) as the Note Trustee may require.   11.10 Agents         Whenever it considers it expedient in the interests of the Noteholders, the Note Trustee (using        due  skill,  care  and  attention)  may,  in  the  conduct  of  its  trust  business,  instead  of  acting        personally, employ on any terms and pay an agent selected by it, whether or not a lawyer or        other professional person, to transact or conduct, or concur in transacting or conducting, any        business and to do or concur in doing all acts required to be done by the Note Trustee (including        the receipt and payment of money) and the Note Trustee shall not be responsible for any loss,        liability, expense, demand, cost, claim or proceedings incurred by reason of the misconduct,        omission or default on the part of any person appointed by it hereunder or be bound to supervise        the procedures or work of any such person.    11.11 Delegation         Whenever it considers it expedient in the interests of the Noteholders, the Note Trustee (using        due skill, care and attention) may delegate to any person on any terms (including power to sub-       delegate) all or any of its functions and the Note Trustee shall not be responsible for any loss,        liability, expense, demand, cost, claim or proceedings incurred by reason of the misconduct,        omission or default on the part of any person appointed by it hereunder or be bound to supervise        the procedures or work of any such person.   11.12 Nominees         In relation to any asset held by it under this Trust Deed, the Note Trustee (using due skill, care        and attention) may appoint any person to act as its nominee on any terms and the Note Trustee        shall not be responsible for any loss, liability, expense, demand, cost, claim or proceedings        incurred by reason of the misconduct, omission or default on the part of any person appointed        by it hereunder or be bound to supervise the procedures or work of any such person.   11.13 Forged Notes         The Note Trustee shall not be liable to any of the Issuers or any Noteholder or Couponholder        by reason of having accepted as valid or not having rejected any Note, Certificate, Coupon or        Talon purporting to be such and later found to be forged or not authentic.   11.14 Confidentiality         Unless ordered to do so by a court of competent jurisdiction, the Note Trustee shall not be        required  to  disclose  to  any  Noteholder  or  Couponholder  any  confidential  financial  or  other        information made available to the Note Trustee by the Relevant Issuer.   11.15 Determinations Conclusive         As between itself and the Noteholders and Couponholders, the Note Trustee may determine all        questions  and  doubts  arising  in  relation  to  any  of  the  provisions  of  this  Trust  Deed.   Such        determinations, whether made upon such a question actually raised or implied in the acts or                                             22  EU-DOCS\28920910.8 





 






         proceedings  of  the  Note  Trustee,  shall  be  conclusive  and  shall  bind  the  Note  Trustee,  the        Noteholders and the Couponholders.   11.16 Currency Conversion         Where it is necessary or desirable to convert any sum from one currency to another, it shall        (unless otherwise provided hereby or required by law) be converted at such rate or rates, in        accordance with such method and as at such date as may reasonably be specified by the Note        Trustee but having regard to current rates of exchange, if available.  Any rate, method and date        so specified shall be binding on the Relevant Issuer, the Noteholders and the Couponholders.   11.17 Events of Default etc.         The Note Trustee shall not be bound to give notice to any person of the execution of this Trust        Deed or to take any steps to ascertain whether any Event of Default has happened and, until it        shall have actual knowledge or express notice to the contrary, the Note Trustee shall be entitled        to assume that no such Event of Default has happened and that the Relevant Issuer is observing        and performing all the obligations on its part contained in the Notes and Coupons and under        this Trust Deed and no event has happened as a consequence of which any of the Notes may        become  repayable.   Without  prejudice  to  the  foregoing,  the  Note  Trustee  may  determine        whether  or  not  an  Event  of  Default  is  in  its  opinion  capable  of  remedy  and/or  materially        prejudicial to the interests of the Noteholders.  Any such determination shall be conclusive and        binding on the Relevant Issuer, the Noteholders and the Couponholders.   11.18 Payment for and Delivery of Notes         The Note Trustee shall not be responsible for the receipt or application by the Relevant Issuer        of the proceeds of the issue of the Notes, any exchange of Notes or the delivery of Notes to the        persons entitled to them.   11.19 Notes Held by the Relevant Issuer etc.         In the absence of knowledge or express notice to the contrary, the Note Trustee may assume        without  enquiry  (other  than  requesting  a  certificate  under  Clause 9(i) (Certificate  of  Notes        Held)) that no Notes (other than Retained Notes) are for the time being held by or on behalf of        the Relevant Issuer or its Subsidiaries and that any Retained Notes are held by or for the benefit        of the Relevant Issuer.   11.20 Legal Opinions         The Note Trustee shall not be responsible to any person for failing to request, require or receive        any legal opinion relating to any Notes or for checking or commenting upon the content of any        such legal opinion.   11.21 Programme Limit         The Note Trustee shall not be concerned, and need not enquire, as to whether or not any Notes        are issued in breach of the Programme Limit.   11.22 Responsibility for agents etc.         The Note Trustee will not have any obligation to supervise any custodian, agent, delegate or        nominee  appointed  under  this  clause  (an “Appointee”)  or  be  responsible  for  any  Liability        incurred by reason of the Appointee’s misconduct or default or the misconduct or default of any        substitute appointed by the Appointee.   11.23 Reliance on certification of clearing system                                              23  EU-DOCS\28920910.8 





 






         The  Note  Trustee  may  call  for  any  certificate  or  other  document  issued  by  Euroclear,        Clearstream, Luxembourg or any other relevant clearing system in relation to any matter.  Any        such certificate or other document shall, in the absence of manifest error, be conclusive and        binding for all purposes.  Any such certificate or other document may comprise any form of        statement or print out of electronic records provided by the relevant clearing system (including        Euroclear’s EUCLID or Clearstream, Luxembourg’s Cedcom system) in accordance with its        usual procedures and in which the holder of a particular principal or nominal amount of the        Notes is clearly identified together with the amount of such holding.  The Note Trustee shall        not be liable to any person by reason of having accepted as valid or not having rejected any        such  certificate  or  other  document  purporting  to  be  issued  by  Euroclear  or  Clearstream,        Luxembourg or any other relevant clearing system and subsequently found to be forged or not        authentic.   11.24 Noteholders as a class          Whenever in this Trust Deed the Note Trustee is required in connection with any exercise of its        powers, trusts, authorities or discretions to have regard to the interests of the Noteholders, it        shall have regard to the interests of the Noteholders (excluding the Relevant Issuer for so long        as  it  holds  any  Retained  Notes) as  a  class  and  in  particular,  but  without  prejudice  to  the        generality of the foregoing, shall not be obliged to have regard to the consequences of such        exercise for any individual Noteholder resulting from his or its being for any purpose domiciled        or  resident  in,  or  otherwise  connected  with,  or  subject  to  the  jurisdiction  of,  any  particular        territory.   11.25 Note Trustee not responsible for investigations          The  Note  Trustee  shall  not  be  responsible  for,  or  for  investigating  any  matter  which  is  the        subject of, any recital, statement, representation, warranty or covenant of any person contained        in this Trust Deed, the Notes or any other agreement or document relating to the transactions        herein  or  therein  contemplated  or  for  the  execution,  legality,  effectiveness,  adequacy,        genuineness, validity, enforceability or admissibility in evidence thereof.   11.26 No obligation to monitor         The Note Trustee shall be under no obligation to monitor or supervise the functions of any other        person under the Notes or any other agreement or document relating to the transactions herein        or therein contemplated and shall be entitled, in the absence of actual knowledge of a breach of        obligation,  to assume  that  each  such  person  is  properly  performing  and  complying  with  its        obligations.            11.27 Entry on the Register          The Note Trustee shall not be liable to the Relevant Issuer or any Noteholder by reason of        having accepted as valid or not having rejected any entry on the Register later found to be forged        or not authentic and can assume for all purposes in relation hereto that any entry on the Register        is correct.   11.28 Interests of accountholders or participants          So  long  as  any  Note  is  held  by  or  on  behalf  of  Euroclear  or  Clearstream,  Luxembourg,  in        considering the interests of Noteholders the Note Trustee may consider the interests (either        individual or by category) of its accountholders or participants with entitlements to any such        Note as if such accountholders or participants were the holder(s) thereof.                                             24  EU-DOCS\28920910.8 





 






   11.29 Note Trustee not Responsible          The Note Trustee shall not be responsible for the execution, delivery, legality, effectiveness,        adequacy, genuineness, validity, enforceability or admissibility in evidence of this Trust Deed        or  any  other  document  relating  thereto  and  shall  not  be  liable  for  any  failure  to  obtain  or        maintain any rating of Notes (where required), any licence, consent or other authority for the        execution,  delivery,  legality,  effectiveness,  adequacy,  genuineness,  validity,  performance,        enforceability or admissibility in evidence of this Trust Deed or any other document relating        thereto.  In addition the Note Trustee shall not be responsible for the effect of the exercise of        any of its powers, duties and discretions hereunder.   11.30 Freedom to Refrain          Notwithstanding  anything  else  herein  contained,  the  Note  Trustee  may  refrain  from  doing        anything which would or might in its opinion be contrary to any law of any jurisdiction or any        directive or regulation of any agency or any state or which would or might otherwise render it        liable to any person and may do anything which is, in its opinion, necessary to comply with any        such law, directive or regulation.   11.31 Right to Deduct or Withhold          Notwithstanding anything contained in this Trust Deed, to the extent required by any Applicable        Law, if the Note Trustee is or will be required to make any deduction or withholding from any        distribution or payment made by it hereunder or if the Note Trustee is or will be otherwise        charged  to,  or  is  or  will  become  liable  to,  tax  as  a  consequence  of  performing  its  duties        hereunder whether as principal, agent or otherwise, and whether by reason of any assessment,        prospective assessment or other imposition of liability to taxation of whatsoever nature and        whensoever made upon the Note Trustee, and whether in connection with or arising from any        sums received or distributed by it or to which it may be entitled under this Trust Deed (other        than in connection with its remuneration as provided for herein) or any investments or deposits        from time to time representing the same, including any income or gains arising therefrom or        any action of the Note Trustee in connection with the trusts of this Trust Deed (other than the        remuneration herein specified) or otherwise, then the Note Trustee shall be entitled to make        such deduction or withholding or, as the case may be, to retain out of sums received by it an        amount  sufficient  to  discharge  any  liability  to  tax  which  relates  to  sums  so  received  or        distributed or to discharge any such other liability of the Note Trustee to tax from the funds        held by the Note Trustee upon the trusts of this Trust Deed.                     11.32 Error of judgment          The Note Trustee shall not be liable for any error of judgment made in good faith by any officer        or employee of the Note Trustee assigned by the Note Trustee to administer its corporate trust        matters.   11.33 Professional charges         Any  trustee  being  a  banker,  lawyer,  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 transacted and acts done by him or his partner or firm on matters arising in connection        with  the  trusts  of  this  Trust  Deed  and  also  his  properly  incurred  charges  in  addition  to        disbursements for all other work and business done and all time spent by him or his partner or        firm on matters arising in connection with this Trust Deed, including matters which might or                                             25  EU-DOCS\28920910.8 





 






         should have been attended to in person by a trustee not being a banker, lawyer, broker or other        professional person.   11.34 Expenditure by the Note Trustee         Nothing contained in this Trust Deed or any other Programme document shall require the Note        Trustee  to  expend  or  risk  its  own  funds  or  otherwise  incur  any  financial  liability  in  the        performance of its duties or the exercise of any right, power, authority or discretion hereunder        if it has grounds for believing the repayment of such funds or adequate indemnity against, or        security for, or prefunding against, such risk or liability is not reasonably assured to it.   11.35 Regulatory Position          Notwithstanding anything in the Trust Deed or any other Programme document to the contrary,        the  Note  Trustee  shall  not  do,  or  be  authorised  or  required  to  do,  anything  which  might        constitute a regulated activity for the purpose of FSMA, unless it is authorised under FSMA to        do so.         The Note Trustee shall have the discretion at any time:         (a)    to delegate any of the functions which fall to be performed by an authorised person               under FSMA to any other agent or person which also has the necessary authorisations               and licences; and          (b)    to apply for authorisation under FSMA and perform any or all such functions itself if,               in its absolute discretion, it considers it necessary, desirable or appropriate to do so.         Nothing  in  this  Trust  Deed  shall  require  the  Note  Trustee  to  assume  an  obligation  of  the        Relevant  Issuers  arising  under  any  provisions  of  the  listing,  prospectus,  disclosure  or        transparency rules (or equivalent rules of any other competent authority besides the Financial        Conduct Authority).   11.36 Not Bound to Act          In relation to any discretion to be exercised or action to be taken by the Note Trustee under any        Programme document, the Note Trustee may, at its discretion and without further notice or        shall, if it has been so directed by an extraordinary resolution of the Noteholders of any Series        or so requested in writing by the holders of at least 25 per cent. in principal amount of Notes of        any Series, exercise such discretion or take such action, provided that, in either case, the Note        Trustee shall not be obliged to exercise such discretion or take such action unless it shall have        been indemnified, secured and/or prefunded to its satisfaction against all liabilities and provided        that the Note Trustee shall not be held liable for the consequences of exercising its discretion        or taking any such action and may do so without having regard to the effect of such action on        individual noteholders.   11.37 Personal Data          Notwithstanding  the  other  provisions  of  the  Programme  documents,  the  Note  Trustee  may        collect, use and disclose personal data about the parties (if any are an individual) or individuals        associated with the Relevant Issuer and/or other parties, so that the Note Trustee can carry out        its  obligations  to  the  Relevant  Issuer  and  the  other  parties  and  for  other  related  purposes,        including auditing, monitoring and analysis of its business, fraud and crime prevention, money        laundering, legal and regulatory compliance and the marketing by the Note Trustee or members        of the Note Trustee’s corporate group of other services.  The Note Trustee will keep the personal        data up to date.  The Note Trustee may also transfer the personal data to any country (including        countries  outside  the  European  Economic Area  where  there  may  be  less  stringent  data                                             26  EU-DOCS\28920910.8 





 






         protection laws) to process information on the Note Trustee’s behalf.  Wherever it is processed,        the personal data will be protected by a strict code of secrecy and security to which all members        of the Note Trustee’s corporate group, their staff and any third parties are subject, and will only        be used in accordance with the Note Trustee’s instructions.   12.   NOTE TRUSTEE LIABLE FOR NEGLIGENCE         Section 1 of the Trustee Act 2000 shall not apply to any function of the Note Trustee where        there are any inconsistencies between the Trustee Acts and the provisions of this Trust Deed,        the provisions of this Trust Deed shall, to the extent allowed by law, prevail and, in the case of        any  such  inconsistency  with  the  Trustee  Act  2000,  the  provisions  of  this  Trust  Deed  shall        constitute a restriction or exclusion for the purposes of that Act.         Subject to Sections 750 and 751 of the Companies Act 2006 (if applicable) and notwithstanding        anything to the contrary the Programme documents, the Note Trustee shall not be liable to any        person for any matter or thing done or omitted in any way in connection with or in relation to        the Programme documents, save in connection with its own gross negligence, wilful default or        fraud.         Any liability of the Note Trustee arising under the Programme documents shall be limited to        the amount of actual loss suffered (such loss shall be determined as at the date of default of the        Note Trustee or, if later, the date on which the loss arises as a result of such default) but without        reference to any special conditions or circumstances known to the Note Trustee at the time of        entering into the Programme documents, or at the time of accepting any relevant instructions,        which increase the amount of the loss.  In no event shall the Note Trustee be liable for any loss        of  profits,  goodwill,  reputation,  business  opportunity  or  anticipated  saving,  or  for  special,        punitive or consequential damages, whether or not the Note Trustee has been advised of the        possibility of such loss or damages. This clause shall not apply in the event that a court with        jurisdiction  determines  that  the  Note  Trustee  has  acted  fraudulently  or  to  the  extent  the        limitation  of  such  liability  would  be  precluded  by  virtue  of  Sections  750  and  751  of  the        Companies Act 2006.   13.   WAIVER         The Note Trustee may, without the consent or sanction of the Noteholders or Couponholders        and without prejudice to its rights in respect of any subsequent breach, condition, event or act        from time to time and at any time, if in its opinion the interests of the Noteholders will not be        materially  prejudiced  thereby,  waive  or  authorise,  on  such  terms  and  conditions  as  seem        expedient to it, any breach or proposed breach by the Relevant Issuer of this Trust Deed or the        Conditions or the Notes or Coupons or determine that an Event of Default shall not be treated        as such for the purposes of this Trust Deed provided that the Note Trustee shall not do so in        contravention of an express direction given by an Extraordinary Resolution or a request made        pursuant to Condition 12 (Events of Default). No such direction or request shall affect a previous        waiver, authorisation or determination. Any such waiver, authorisation or determination shall        be binding on the Noteholders and the Couponholders and, if the Note Trustee so requires the        Relevant Issuer shall cause such waiver, authorisation or determination to be notified to the        Noteholders as soon as practicable in accordance with the Conditions.   14.   FREEDOM TO ACT         None of the Note Trustee or its directors and officers should be precluded from entering into        transactions in the ordinary course of business with any of the other parties or be accountable        for the same (including any profit therefrom) to Noteholders or any person.                                             27  EU-DOCS\28920910.8 





 






   15.   MODIFICATION AND SUBSTITUTION   15.1  Modification         The Note Trustee may agree without the consent of the Noteholders or Couponholders to any        modification to this Trust Deed or the Conditions or the Notes or Coupons which is, in its        opinion, of a formal, minor or technical nature or to correct a manifest error. The Note Trustee        may also so agree to any modification to this Trust Deed or the Notes that is in its opinion not        materially prejudicial to the interests of the Noteholders, but such power does not extend to any        such modification as is mentioned in the proviso to paragraph 2 of Schedule 7 (Provisions for        Meetings of Noteholders). Any such modification shall be binding on the Noteholders and the        Couponholders and, unless the Note Trustee otherwise agrees, the Relevant Issuer shall cause        such  modification  to  be  notified  to  the  Noteholders  as  soon  as  practicable  thereafter  in        accordance with the Conditions.   15.2  Substitution         (a)    The Note Trustee may, without the consent of the Noteholders or Couponholders, agree               to  the  substitution  of  the  Relevant  Issuer’s  successor  in  business  (the “Substituted               Obligor”) in  place  of  the  Relevant  Issuer  (or  of  any  previous  substitute  under  this               Subclause) as the principal debtor under this Trust Deed, the Notes, the Coupons and               the Talons provided that:                (i)    a deed is executed or undertaking given by the Substituted Obligor to the Note                      Trustee, in form and manner satisfactory to the Note Trustee, agreeing to be                      bound  by  this  Trust  Deed,  the  Notes,  the  Coupons  and  the  Talons  (with                      consequential  amendments  as  the  Note  Trustee  may  deem  appropriate,                      including any necessary change of the law governing the Notes, the Coupons,                      the Talons and/or the Trust Deed) as if the Substituted Obligor had been named                      in this Trust Deed, the Notes, the Certificates, the Coupons and the Talons as                      the principal debtor in place of the Relevant Issuer or any previous substitute                      under this Subclause;                (ii)   the Note Trustee is satisfied that (i) the Substituted Obligor has obtained all                      governmental  and  regulatory  approvals  and  consents  necessary  for  its                      assumption  of  liability  as  principal  debtor  in  respect  of  the  Notes  and  the                      Coupons  in  place  of  the  Relevant  Issuer  (or  such  previous  substitute  as                      aforesaid) and (ii) such approvals and consents are at the time of substitution                      in full force and effect;                (iii)  the Note Trustee may request legal opinions in a form and manner acceptable                      to it in relation to the Substituted Obligor:                (iv)   without prejudice to the rights of reliance of the Note Trustee under Subclause                      15.2(b) the Note Trustee is satisfied that the said substitution is not materially                      prejudicial to the interests of the Noteholders;                (v)    Moody’s  and  S&P  have  confirmed  in  writing  to  the  Note  Trustee  that  the                      substitution of the Substituted Obligor will not result in a downgrading of the                      then current credit rating of such rating agencies applicable to the class of debt                      represented by the Notes;                (vi)   if the Substituted Obligor is subject generally to the taxing jurisdiction of a                      territory  or  any  authority  of  or  in  that  territory  with  power  to  tax  (the                      “Substituted Territory”) other than the territory to the taxing jurisdiction of                      which (or to any such authority of or in which) the Relevant Issuer is subject                                             28  EU-DOCS\28920910.8 





 






                       generally (the “Issuer’s Territory”), the Substituted Obligor shall (unless the                      Note  Trustee  otherwise  agrees)  give  to  the  Note  Trustee  an  undertaking                      satisfactory  to  the  Note  Trustee  in  terms  corresponding  to  Condition 10                      (Taxation) with  the  substitution  for  the  references  in  that  Condition  to  the                      Relevant  Issuer’s  Territory  of  references  to  the  Substituted  Territory                      whereupon the Trust Deed, the Notes, the Certificates, the Coupons and the                      Talons shall be read accordingly;                (vii)  if any two directors of the Substituted Obligor certify that it will be solvent                      immediately prior to such substitution, the Note Trustee need not have regard                      to the Substituted Obligor’s financial condition, profits or prospects or compare                      them with those of the Relevant Issuer or any previous substitute under this                      Subclause;                (viii) the  Relevant  Issuer,  and  the  Substituted  Obligor  comply  with  such  other                      requirements as the Note Trustee may direct in the interests of the Noteholders                      and the Couponholders; and                (ix)   (unless the Relevant Issuer’s successor in business is the Substituted Obligor)                      the obligations of the Substituted Obligor under this Trust Deed, the Notes and                      the  Coupons  are  guaranteed  by  the  Relevant  Issuer  to  the  Note  Trustee’s                      satisfaction.         (b)    Release of Substituted Issuer                An agreement by the Note Trustee pursuant to this Clause 15.2 shall, if so expressed,               release the Relevant Issuer (or a previous substitute) from any or all of its obligations               under this Trust Deed, the Notes, the Coupons and the Talons. Notice of the substitution               shall be given to the Noteholders within 14 days of the execution of such documents               and compliance with such requirements.         (c)    Completion of Substitution                On completion of the formalities set out in this Clause 15.2, the Substituted Obligor               shall be deemed to be named in this Trust Deed, the Notes, the Certificates, the Coupons               and the Talons as the principal debtor in place of the Relevant Issuer (or of any previous               substitute) and this Trust Deed, the Notes, the Certificates, the Coupons and the Talons               shall be deemed to be amended as necessary to give effect to the substitution.                   16.   APPOINTMENT, RETIREMENT AND REMOVAL OF THE NOTE TRUSTEE   16.1  Appointment         Subject as provided in Clause 16.2 (Retirement and Removal), each Relevant Issuer has the        power of appointing new trustees but no-one may be so appointed in relation to a Series of        Notes unless previously approved by an Extraordinary Resolution of the Noteholders of such        Series of Notes.  A trust corporation shall at all times be a Note Trustee and may be the sole        Note Trustee.  Any appointment of a new Note Trustee shall be notified by the Relevant Issuer        to the Agents and to the Noteholders as soon as practicable.   16.2  Retirement and Removal         Any Note Trustee may retire at any time on giving at least three calendar months’ written notice        to the Issuers without giving any reason or being responsible for any costs occasioned by such                                             29  EU-DOCS\28920910.8 





 






         retirement and the Noteholders of any Series may by Extraordinary Resolution remove any        Note Trustee in relation to such Series provided that the retirement or removal of a sole trust        corporation  shall  not  be  effective  until  a  trust  corporation  is  appointed  as  successor  Note        Trustee.  If a sole trust corporation gives notice of retirement or an Extraordinary Resolution is        passed for its removal, the Relevant Issuer shall use all reasonable endeavours to procure that        another trust corporation be appointed as Note Trustee but if it fails to do so within 30 days of        the expiry of such three month notice period, the Note Trustee shall have the power to appoint        a new Note Trustee.   16.3  Co-Note Trustees         The Note Trustee may, despite Subclause 16.1 (Appointment), by written notice to the Relevant        Issuer (with a copy to Moody’s and S&P) appoint anyone to act as an additional Note Trustee        jointly with the Note Trustee:         (a)    if the Note Trustee considers the appointment to be in the interests of the Noteholders               and/or the Couponholders; or         (b)    to conform with a legal requirement, restriction or condition in a jurisdiction in which               a particular act is to be performed; or         (c)    to obtain a judgment or to enforce a judgment or any provision of this Trust Deed in               any jurisdiction.         Subject to the provisions of this Trust Deed the Note Trustee may confer on any person so        appointed  such  functions  as  it  thinks  fit.   The  Note  Trustee  may  by  written  notice  to  each        Relevant  Issuer  and  that  person  remove  that  person.   At  the  Note  Trustee’s  request,  each        Relevant Issuer shall forthwith do all things as may be required to perfect such appointment or        removal and each Relevant Issuer irrevocably appoints the Note Trustee as its attorney in its        name and on its behalf to do so.   16.4  Competence of a Majority of Note Trustees         If there are more than two Note Trustees the majority of them shall be competent to perform        the Note Trustee’s functions provided the majority includes a trust corporation.   16.5  Merger         Any corporation into which the Note Trustee may be merged or converted or with which it may        be consolidated, or any corporation resulting from any merger, conversion or consolidation to        which the Note Trustee shall be a party, or any corporation succeeding to all or substantially all        the corporate trust business of the Note Trustee, shall be the successor of the Note Trustee        hereunder,  provided  such  corporation  shall  be  otherwise  qualified  and  eligible  under  this        Clause, without the execution or filing of any paper or any further act on the part of any of the        parties thereto.   17.   NOTES HELD IN CLEARING SYSTEMS AND COUPONHOLDERS   17.1  Notes Held in Clearing Systems         So long as any Global Note is, or any Notes represented by a Global Certificate are, held on        behalf of a clearing system, in considering the interests of Noteholders, the Note Trustee may        have regard to any information provided to it by such clearing system or its operator as to the        identity  (either  individually  or  by  category)  of  its  accountholders  or  participants  with        entitlements to any such Global Note or the Registered Notes and may consider such interests        on the basis that such accountholders or participants were the holder(s) thereof.                                             30  EU-DOCS\28920910.8 





 






   17.2  Couponholders         No  notices  need  be  given  to  Couponholders.   They  shall  be  deemed  to  have  notice  of  the        contents of any notice given to Noteholders.  Even if it has express notice to the contrary, in        exercising any of its functions by reference to the interests of the Noteholders, the Note Trustee        shall assume that the holder of each Note is the holder of all Coupons and Talons relating to it.   18.   CURRENCY INDEMNITY   18.1  Currency of Account and Payment         The Contractual Currency is the sole currency of account and payment for all sums payable by        the Relevant Issuer under or in connection with this Trust Deed, the Notes and the Coupons,        including damages.   18.2  Extent of Discharge         An amount received or recovered in a currency other than the Contractual Currency (whether        as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the        insolvency, winding-up or dissolution of the Relevant Issuer or otherwise), by the Note Trustee        or any Noteholder or Couponholder in respect of any sum expressed to be due to it from the        Relevant  Issuer  shall  only  discharge  the  Relevant  Issuer  to  the  extent  of  the  Contractual        Currency amount that the recipient is able to purchase with the amount so received or recovered        in that other currency on the date of that receipt or recovery (or, if it is not practicable to make        that purchase on that date, on the first date on which it is practicable to do so).   18.3  Indemnity         If that Contractual Currency amount is less than the Contractual Currency amount expressed to        be due to the recipient under this Trust Deed, the Notes or the Coupons, each Relevant Issuer        (on a several (and not joint) basis only) shall indemnify it against any Liabilities sustained by        it as a result.  In any event, each Relevant Issuer (on a several (and not joint) basis only) shall        indemnify the recipient against the cost of making any such purchase.   18.4  Indemnity Separate         The indemnities in this Clause 18 (Currency Indemnity) and in Subclause 10.5 (Indemnity)        constitute separate and independent obligations from the other obligations in this Trust Deed,        shall give rise to a separate and independent cause of action, shall apply irrespective of any        indulgence  granted  by  the  Note  Trustee  and/or  any  Noteholder  or  Couponholder  and  shall        continue in full force and effect despite any judgment, order, claim or proof for a liquidated        amount in respect of any sum due under this Trust Deed, the Notes and/or the Coupons or any        other judgment or order.  Any such Liability as referred to in Subclause 18.3 (Indemnity) shall        be  deemed  to  constitute  a Liability  suffered  by  the  Note  Trustee,  the  Noteholders  and  the        Couponholders  and  no  proof  or  evidence  of  any  actual  Liability  shall  be  required  by  the        Relevant Issuer or its liquidator(s).   19.   COMMUNICATIONS   19.1  Method         Each  communication  under  this  Trust Deed  shall  be  made  in  English  by  fax,  electronic        communication or otherwise in writing.  Each communication or document to be delivered to        any party under this Trust Deed shall be sent to that party at the fax number, postal address or        electronic  address, and  marked  for  the  attention  of  the  person  (if  any),  from  time  to  time        designated by that party to each other party for the purpose of this Trust Deed.  The initial fax                                             31  EU-DOCS\28920910.8 





 






         number, postal address, electronic address and person so designated by the parties under this        Trust Deed are set out in the Procedures Memorandum.   19.2  Deemed Receipt         Any communication from any party to any other under this Trust Deed shall be effective, (if by        fax) when the relevant delivery receipt is received by the sender, (if in writing) when delivered        and (if by electronic communication) when the relevant receipt of such communication being        read  is  given,  or  where  no  read  receipt  is  requested  by  the  sender,  at  the  time  of  sending,        provided  that  no  delivery  failure  notification  is  received  by the  sender  within  24  hours  of        sending such communication;  provided that any communication which is received (or deemed        to take effect in accordance with the foregoing) outside business hours or on a non-business day        in the place of receipt shall be deemed to take effect at the opening of business on the next        following business day in such place.  Any communication delivered to any party under this        Trust  Deed  which  is  to  be  sent  by  fax  or  electronic  communication  will  be  written  legal        evidence.   19.3  No Notice to Couponholders          Neither the Note Trustee nor the Relevant Issuer shall be required to give any notice to the        Couponholders for any purpose under this Trust Deed and the Couponholders shall be deemed        for  all  purposes  to  have  notice  of  the  contents  of  any  notice  given  to  the  Noteholders  in        accordance with Condition 18 (Notices).   20.   SEVERAL OBLIGATIONS AND NO CROSS-DEFAULT         Notwithstanding any other provision of this Trust Deed (or any other document entered into in        connection  with  the  issue  of  the  Notes),  the  obligations  of  each  Issuer  are  several  and  if  a        misrepresentation,  breach,  default  or  event  of  default  (or  anything  analogous  thereto)  (a        “Default”) occurs as a result of any act or omission or state of affairs which, in each case,        relates only to an Issuer, such Default shall be deemed not to have occurred in relation to the        other  Issuers (the “Other  Issuers”) and,  accordingly,  no  liability,  right,  action,  remedy,        demand, claim, acceleration of any liability or other enforcement or remedied action may be        taken against the Other Issuers.            21.   FURTHER PROVISIONS   21.1  Partial Invalidity         If, at any time, any provision of this Trust Deed is or becomes illegal, invalid or unenforceable        in any respect under any law of any jurisdiction, neither the legality, validity or enforceability        of the remaining provisions nor the legality, validity or enforceability of such provision under        the law of any other jurisdiction will in any way be affected or impaired.   21.2  Counterparts         This Trust Deed may be executed manually, electronically or by facsimile in any number of        counterparts.  This has the same effect as if the signatures on the counterparts were on a single        copy of this Trust Deed.   22.   GOVERNING LAW AND JURISDICTION   22.1  Governing Law                                             32  EU-DOCS\28920910.8 





 






         This Trust Deed, the Notes and any non-contractual obligations arising out of or in connection        with them shall be governed by and construed in accordance with English law.   22.2  Jurisdiction         The courts of England are to have jurisdiction to settle any disputes that may arise out of or in        connection with this Trust Deed, the Notes, the Coupons or the Talons (including any non-       contractual obligations arising out of or in connection with them) and accordingly any legal        action  or  proceedings  arising  out  of  or  in  connection  with  this  Trust  Deed, the  Notes, the        Coupons or the Talons (“Proceedings”) may be brought in such courts.  The Issuers irrevocably        submit to the jurisdiction of such courts and waive any objections to Proceedings in such courts        on  the  ground  of  venue  or  on  the  ground  that  the  Proceedings have  been  brought  in  an        inconvenient forum.  This Clause is for the benefit of each of the Note Trustee, the Noteholders        and the Couponholders and shall not limit the right of any of them to take Proceedings in any        other court of competent jurisdiction nor shall the taking of Proceedings in any one or more        jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently        or not).   22.3  Service of process         Each Issuer agrees that the documents which start any Proceedings and any other documents        required to be served in relation to those Proceedings may be served on it by being delivered to        such Issuer at Avonbank, Feeder Road, Bristol BS2 0TB (for the attention of Ian Williams,        Treasurer), or to such other person with an address in England or Wales and/or at such other        address in England or Wales as such Issuer may specify by notice in writing to the Note Trustee        and the Noteholders.  Nothing in this paragraph shall affect the right of the Note Trustee or any        of the Noteholders to serve process in any other manner permitted by law.  This clause applies        to Proceedings in England and to Proceedings elsewhere.                                                33  EU-DOCS\28920910.8 





 






                                      SCHEDULE 1                               FORM OF GLOBAL NOTES                                         PART 1                      FORM OF CGN TEMPORARY GLOBAL NOTE     [WESTERN POWER DISTRIBUTION (EAST MIDLANDS) PLC]/[WESTERN POWER   DISTRIBUTION (SOUTH WALES) PLC]/[WESTERN POWER DISTRIBUTION (SOUTH        WEST) PLC]/[WESTERN POWER DISTRIBUTION (WEST MIDLANDS) PLC]    (Incorporated with limited liability in England and Wales under the Companies Act 1985 with               registered number [02366923]/[02366985]/[02366894]/[03600574])                       EURO MEDIUM TERM NOTE PROGRAMME                              TEMPORARY GLOBAL NOTE                               Temporary Global Note No. [•]   This temporary Global Note is issued in respect of the Notes (the “Notes”) of the Tranche and Series  specified in Part A of the Second Schedule hereto of [ISSUER] (the “Issuer”).   Interpretation and Definitions   References  in  this  temporary  Global  Note  to  the “Conditions” are  to  the  Terms  and  Conditions  applicable to the Notes (which are in the form set out in Schedule 4 (Terms and Conditions of the Notes)  to the amended and restated Trust Deed (the “Trust Deed”) dated 21 August 2020 between the Issuer  and HSBC Corporate Trustee Company (UK) Limited as trustee, as such form is supplemented and/or  modified  and/or  superseded  by  the  provisions  of  this  temporary  Global  Note  (including  the  supplemental definitions and any modifications or additions set out in Part A of the Second Schedule  hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this temporary  Global Note shall have the meanings given to them in the Conditions or the Trust Deed.  If the Second  Schedule hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”,  this temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules  Note”.   Aggregate Nominal Amount   The aggregate nominal amount from time to time of this temporary Global Note shall be an amount  equal to the aggregate nominal amount of the Notes as shall be shown by the latest entry in the fourth  column of the First Schedule hereto, which shall be completed by or on behalf of the Issuing and Paying  Agent upon (i) the issue of Notes represented hereby, (ii) the exchange of the whole or a part of this  temporary Global Note for a corresponding interest in a permanent Global Note or, for Definitive Notes  and/or (iii) the redemption or purchase and cancellation of Notes represented hereby, all as described  below.   Promise to Pay   Subject as provided herein, the Issuer, for value received, promises to pay to the bearer of this temporary  Global Note, upon presentation and (when no further payment is due in respect of this temporary Global  Note) surrender of this temporary Global Note, on the Maturity Date (or on such earlier date as the  amount payable upon redemption under the Conditions may become repayable in accordance with the  Conditions)  the  amount  payable  upon  redemption  under  the  Conditions  in  respect  of  the  aggregate  nominal amount of Notes represented by this temporary Global Note and (unless this temporary Global  Note does not bear interest) to pay interest in respect of the Notes from the Interest Commencement  Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation                                             34  EU-DOCS\28920910.8 





 






   provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount  of the Notes, together with such other sums and additional amounts (if any) as may be payable under  the Conditions, in accordance with the Conditions.   Exchange   On or after the first day following the expiry of 40 days after the Issue Date (the “Exchange Date”),  this temporary Global Note may be exchanged (free of charge to the holder) in whole or (in the case of  a D Rules Note only) from time to time in part by its presentation and, on exchange in full, surrender to  or  to  the  order  of  the  Issuing  and  Paying  Agent  for  interests  in  a  permanent  Global  Note  or,  if  so  specified in the Second Schedule hereto, for Definitive Notes in an aggregate nominal amount equal to  the nominal amount of this temporary Global Note submitted for exchange provided that, in the case of  any part of a D Rules Note submitted for exchange for a permanent Global Note or Definitive Notes,  there shall have been Certification with respect to such nominal amount submitted for such exchange  dated no earlier than the Exchange Date.   “Certification” means the presentation to the Issuing and Paying Agent of a certificate or certificates  with respect to one or more interests in this temporary Global Note, signed by Euroclear or Clearstream,  Luxembourg, substantially to the effect set out in Schedule 4 (Clearing System Certificate of Non-U.S.  Citizenship and Residency) to the Agency Agreement to the effect that it has received a certificate or  certificates  substantially  to  the  effect  set  out  in Schedule  3 (Accountholder Certificate  of  Non-U.S.  Citizenship and Residency) to the Agency Agreement with respect thereto and that no contrary advice  as to the contents thereof has been received by Euroclear or Clearstream, Luxembourg, as the case may  be.   Upon the whole or a part of this temporary Global Note being exchanged for a permanent Global Note,  such permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes.   The  Definitive  Notes  for  which  this  temporary  Global  Note  or  a  permanent  Global  Note  may  be  exchangeable shall be duly executed and authenticated, shall, in the case of Definitive Notes, have  attached to them all Coupons (and, where appropriate, Talons) in respect of interest that has not already  been paid on this temporary Global Note or the permanent Global Note, as the case may be, shall be  security printed and shall be substantially in the form set out in the Schedules to the Trust Deed as  supplemented and/or modified and/or superseded by the terms of the Second Schedule hereto.   On any exchange of a part of this temporary Global Note for an equivalent interest in a permanent  Global Note or for Definitive Notes, as the case may be, the portion of the nominal amount hereof so  exchanged shall be endorsed by or on behalf of the Issuing and Paying Agent in the First Schedule  hereto,  whereupon  the  nominal  amount  hereof  shall  be  reduced  for  all  purposes  by  the  amount  so  exchanged and endorsed.   Benefit of Conditions   Except as otherwise specified herein, this temporary Global Note is subject to the Conditions and the  Trust Deed and, until the whole of this temporary Global Note is exchanged for equivalent interests in  a permanent Global Note or for Definitive Notes or cancelled, the holder of this temporary Global Note  shall in all respects be entitled to the same benefits as if it were the holder of the permanent Global Note  (or the relevant part of it) or the Definitive Notes, as the case may be, for which it may be exchanged  as if such permanent Global Note or Definitive Notes had been issued on the Issue Date.   Payments   No person shall be entitled to receive any payment in respect of the Notes represented by this temporary  Global Note that falls due on or after the Exchange Date unless, upon due presentation of this temporary  Global Note for exchange, delivery of (or, in the case of a subsequent exchange, due endorsement of) a                                             35  EU-DOCS\28920910.8 





 






   permanent Global Note or delivery of Definitive Notes, as the case may be, is improperly withheld or  refused by or on behalf of the Issuer.   Payments due in respect of a D Rules Note before the Exchange Date shall only be made in relation to  such  nominal  amount  of  this  temporary  Global  Note  with  respect  to  which  there  shall  have  been  Certification dated no earlier than such due date for payment.   Any payments that are made in respect of this temporary Global Note shall be made to its holder against  presentation and (if no further payment falls to be made on it) surrender of it at the specified office of  the Issuing and Paying Agent or of any other Paying Agent provided for in the Conditions.  If any  payment in full of principal is made in respect of any Note represented by this temporary Global Note,  the portion of this temporary Global Note representing such Note shall be cancelled and the amount so  cancelled shall be endorsed by or on behalf of the Issuing and Paying Agent in the First Schedule hereto  (such endorsement being prima facie evidence that the payment in question has been made) whereupon  the nominal amount hereof shall be reduced for all purposes by the amount so cancelled and endorsed.   If any other payments are made in respect of the Notes represented by this temporary Global Note, a  record of each such payment shall be endorsed by or on behalf of the Issuing and Paying Agent on an  additional schedule hereto (such endorsement being prima facie evidence that the payment in question  has been made).    For the purposes of any payments made in respect of this temporary Global Note, the words “in the  relevant place of presentation” shall not apply in the definition of business day in Condition 9(h) (Non- Business Days).   Cancellation   Cancellation of any Note represented by this temporary Global Note that is required by the Conditions  to be cancelled (other than upon its redemption) shall be effected by reduction in the nominal amount  of this temporary Global Note representing such Note on its presentation to or to the order of the Issuing  and Paying Agent for endorsement in the First Schedule hereto, whereupon the nominal amount hereof  shall be reduced for all purposes by the amount so cancelled and endorsed.   Notices   Notwithstanding Condition 18 (Notices), notices required to be given in respect of the Notes represented  by this temporary Global Note may be given by their being delivered (so long as this temporary Global  Note is held on behalf of Euroclear and Clearstream, Luxembourg or any other clearing system) to  Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to  the holder of this temporary Global Note, rather than by publication as required by the Conditions.   No provision of this temporary Global Note shall alter or impair the obligation of the Issuer to pay the  principal and premium of and interest on the Notes when due in accordance with the Conditions.   This temporary Global Note shall not be valid or become obligatory for any purpose until authenticated  by or on behalf of the Issuing and Paying Agent.   This temporary Global Note and any non-contractual obligations arising out of or in connection with it  shall be governed by English law.                                                                              36  EU-DOCS\28920910.8 





 






   IN WITNESS whereof the Issuer has caused this temporary Global Note to be duly signed on its behalf.   Dated as of the Issue Date.   [ISSUER]   By:      CERTIFICATE OF AUTHENTICATION   This temporary Global Note is authenticated  by or on behalf of the Issuing and Paying Agent.   HSBC BANK PLC  as Issuing and Paying Agent   By:      Authorised Signatory  For the purposes of authentication only.   ANY  UNITED  STATES  PERSON  WHO  HOLDS  THIS  OBLIGATION  WILL  BE  SUBJECT  TO  LIMITATIONS  UNDER  THE  UNITED  STATES  INCOME  TAX  LAWS,  INCLUDING  THE  LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE  CODE.                                                37  EU-DOCS\28920910.8 





 






                                    The First Schedule               Nominal amount of Notes represented by this temporary Global Note   The following (i) issue of Notes initially represented by this temporary Global Note, (ii) exchanges of  the  whole  or  a  part  of  this  temporary  Global  Note  for  interests  in  a  permanent  Global Note  or  for  Definitive Notes and/or (iii) cancellations or forfeitures of interests in this temporary Global Note have  been made, resulting in the nominal amount of this temporary Global Note specified in the latest entry  in the fourth column below:                                     Reason for                                 decrease in                              nominal amount of              Amount of        this temporary   Nominal amount of              decrease in        Global Note      this temporary    Notation made by           nominal amount of     (exchange,       Global Note on    or on behalf of the            this temporary     cancellation or   issue or following Issuing and Paying    Date      Global Note        forfeiture)       such decrease         Agent    Issue     not applicable     not applicable                                  Date                                                      38  EU-DOCS\28920910.8 





 






                                   The Second Schedule   [Insert the provisions of the relevant [Final Terms/Pricing Supplement] that relate to the Conditions or  the Global Notes as the Second Schedule]                                                39  EU-DOCS\28920910.8 





 






                                            PART 2                      FORM OF CGN PERMANENT GLOBAL NOTE     [WESTERN POWER DISTRIBUTION (EAST MIDLANDS) PLC]/[WESTERN POWER   DISTRIBUTION (SOUTH WALES) PLC]/[WESTERN POWER DISTRIBUTION (SOUTH        WEST) PLC]/[WESTERN POWER DISTRIBUTION (WEST MIDLANDS) PLC]    (Incorporated with limited liability in England and Wales under the Companies Act 1985 with               registered number [02366923]/[02366985]/[02366894]/[03600574])                       EURO MEDIUM TERM NOTE PROGRAMME                              PERMANENT GLOBAL NOTE                               Permanent Global Note No. [•]   This permanent Global Note is issued in respect of the Notes (the “Notes”) of the Tranche(s) and Series  specified in Part A of the Third Schedule hereto of [ISSUER] (the “Issuer”).   Interpretation and Definitions   References  in  this  permanent  Global  Note  to  the “Conditions” are  to  the  Terms  and  Conditions  applicable to the Notes (which are in the form set out in Schedule 4 (Terms and Conditions of the Notes)  to the amended and restated Trust Deed (the “Trust Deed”) dated 21 August 2020 between the Issuer  and HSBC Corporate Trustee Company (UK) Limited as trustee, as such form is supplemented and/or  modified  and/or  superseded  by  the  provisions  of  this  permanent  Global  Note  (including  the  supplemental definitions and any modifications or additions set out in Part A of the Third Schedule  hereto), which in the event of any conflict shall prevail). Other capitalised terms used in this permanent  Global Note shall have the meanings given to them in the Conditions or the Trust Deed.   Aggregate Nominal Amount   The aggregate nominal amount from time to time of this permanent Global Note shall be an amount  equal to the aggregate nominal amount of the Notes as shall be shown by the latest entry in the fourth  column of the First Schedule hereto, which shall be completed by or on behalf of the Issuing and Paying  Agent upon (i) the exchange of the whole or a part of the temporary Global Note initially representing  the Notes for a corresponding interest herein (in the case of Notes represented by a temporary Global  Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes represented by this  permanent Global Note upon issue), (iii) the exchange of the whole or, where the limited circumstances  so permit, a part of this permanent Global Note for Definitive Notes and/or (iv) the redemption or  purchase and cancellation of Notes represented hereby, all as described below.   Promise to Pay   Subject as provided herein, the Issuer, for value received, hereby promises to pay to the bearer of this  permanent  Global  Note,  upon  presentation  and  (when  no  further  payment  is due  in  respect  of  this  permanent Global Note) surrender of this permanent Global Note, on the Maturity Date (or on such  earlier date as the amount payable upon redemption under the Conditions may become repayable in  accordance with the Conditions) the amount payable upon redemption under the Conditions in respect  of the aggregate nominal amount of Notes represented by this permanent Global Note and (unless this  permanent Global Note does not bear interest) to pay interest in respect of the Notes from the Interest  Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method  of calculation provided for in the Conditions, save that the calculation is made in respect of the total                                             40  EU-DOCS\28920910.8 





 






   aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may  be payable under the Conditions, in accordance with the Conditions.   Exchange   This permanent Global Note is exchangeable (free of charge to the holder) on or after the Exchange  Date in whole but not, except as provided in the next paragraph, in part for the Definitive Notes if this  permanent Global Note is held on behalf of Euroclear or Clearstream, Luxembourg or any other clearing  system (an “Alternative Clearing System”) and any such clearing system is closed for business for a  continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an  intention permanently to cease business or does in fact do so.   “Exchange Date” means a day falling not less than 60 days after that on which the notice requiring  exchange is given and on which banks are open for business in the city in which the specified office of  the Issuing and Paying Agent is located and, except in the case of exchange above, in the cities in which  Euroclear and Clearstream, Luxembourg or, if relevant, the Alternative Clearing System, are located.   Any such exchange may be effected on or after an Exchange Date by the holder of this permanent  Global Note surrendering this permanent Global Note to or to the order of the Issuing and Paying Agent.   In exchange for this permanent Global Note, the Issuer shall deliver, or procure the delivery of, duly  executed  and  authenticated  Definitive  Notes  in  an  aggregate  nominal  amount  equal  to  the  nominal  amount of this permanent Global Note submitted for exchange (if appropriate, having attached to them  all Coupons (and, where appropriate, Talons) in respect of interest that has not already been paid on  this permanent Global Note), security printed and substantially in the form set out in the Schedules to  the Trust Deed as supplemented and/or modified and/or superseded by the terms of the Third Schedule  hereto.   Benefit of Conditions   Except as otherwise specified herein, this permanent Global Note is subject to the Conditions and the  Trust Deed and, until the whole of this permanent Global Note is exchanged for Definitive Notes or  cancelled, the holder of this permanent Global Note shall in all respects be entitled to the same benefits  as if it were the holder of the Definitive Notes for which it may be exchanged and as if such Definitive  Notes had been issued on the Issue Date.   Payments   No person shall be entitled to receive any payment in respect of the Notes represented by this permanent  Global Note that falls due after an Exchange Date for such Notes, unless upon due presentation of this  permanent Global Note for exchange, delivery of Definitive Notes is improperly withheld or refused by  or on behalf of the Issuer or the Issuer does not perform or comply with any one or more of what are  expressed to be its obligations under any Definitive Notes.   Payments in respect of this permanent Global Note shall be made to its holder against presentation and  (if no further payment falls to be made on it) surrender of it at the specified office of the Issuing and  Paying Agent or of any other Paying Agent provided for in the Conditions.  A record of each such  payment shall be endorsed on the First or Second Schedule hereto, as appropriate, by the Issuing and  Paying Agent or by the relevant Paying Agent, for and on behalf of the Issuing and Paying Agent, which  endorsement shall (until the contrary is proved) be prima facie evidence that the payment in question  has been made.     For the purposes of any payments made in respect of this permanent Global Note, the words “in the  relevant place of presentation” shall not apply in the definition of business day in Condition 9(h) (Non- Business Days).   Prescription                                             41  EU-DOCS\28920910.8 





 






   Claims  in  respect  of  principal  and  interest  (as  each  is  defined  in the  Conditions)  in  respect  of  this  permanent Global Note shall become void unless it is presented for payment within a period of ten years  (in the case of principal) and five years (in the case of interest) from the appropriate Relevant Date.   Meetings   For the purposes of any meeting of Noteholders, the holder of this permanent Global Note shall be  treated as having one vote in respect of each integral currency unit of the Specified Currency of the  Notes.   Cancellation   Cancellation of any Note represented by this permanent Global Note that is required by the Conditions  to be cancelled (other than upon its redemption) shall be effected by reduction in the nominal amount  of this permanent Global Note representing such Note on its presentation to or to the order of the Issuing  and Paying Agent for endorsement in the First Schedule hereto, whereupon the nominal amount hereof  shall be reduced for all purposes by the amount so cancelled and endorsed.   Purchase   Notes may only be purchased by the Issuer if they are purchased together with the right to receive all  future payments of interest thereon.   Issuer’s Options   Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to  the  Noteholders  within  the  time  limits  set  out  in  and  containing  the  information  required  by  the  Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in  the case of a partial exercise of an option and accordingly no drawing of Notes shall be required.   Noteholders’ Options   Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this  permanent Global Note giving notice to the Issuing and Paying Agent within the time limits relating to  the deposit of Notes with a Paying Agent set out in the Conditions substantially in the form of the notice  available from any Paying Agent, except that the notice shall not be required to contain the certificate  numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount  of Notes in respect of which the option is exercised and at the same time presenting this permanent  Global Note to the Issuing and Paying Agent, or to a Paying Agent acting on behalf of the Issuing and  Paying Agent, for notation accordingly in the Fourth Schedule hereto.   Notices   Notwithstanding Condition 18 (Notices), notices required to be given in respect of the Notes represented  by this permanent Global Note may be given by their being delivered (so long as this permanent Global  Note  is  held  on  behalf  of  Euroclear,  Clearstream,  Luxembourg  or  any  other  clearing  system)  to  Euroclear, Clearstream, Luxembourg or such other clearing system, as the case may be, or otherwise to  the holder of this permanent Global Note, rather than by publication as required by the Conditions.   Negotiability   This permanent Global Note is a bearer document and negotiable and accordingly:   (a)   is freely transferable by delivery and such transfer shall operate to confer upon the transferee        all  rights  and  benefits  appertaining  hereto  and  to  bind  the  transferee  with  all  obligations        appertaining hereto pursuant to the Conditions;                                             42  EU-DOCS\28920910.8 





 






   (b)   the  holder  of  this  permanent  Global  Note  is  and  shall  be  absolutely  entitled  as  against  all        previous holders to receive all amounts by way of amounts payable upon redemption, interest        or otherwise payable in respect of this permanent Global Note and the Issuer has waived against        such  holder  and  any  previous  holder  of  this  permanent  Global  Note  all  rights  of  set-off  or        counterclaim  that  would  or  might  otherwise  be  available  to  it  in  respect  of  the  obligations        evidenced by this permanent Global Note; and   (c)   payment upon due presentation of this permanent Global Note as provided herein shall operate        as a good discharge against such holder and all previous holders of this permanent Global Note.   No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer to pay the  principal and premium of and interest on the Notes when due in accordance with the Conditions.   This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated  by or on behalf of the Issuing and Paying Agent.   This permanent Global Note and any non-contractual obligations arising out of or in connection with it  shall be governed by English law.                                                                           43  EU-DOCS\28920910.8 





 






   IN WITNESS whereof the Issuer has caused this permanent Global Note to be duly signed on its behalf.   Dated as of the Issue Date.   [ISSUER]   By:      CERTIFICATE OF AUTHENTICATION   This permanent Global Note is authenticated by or on behalf of the Issuing and Paying Agent.   HSBC BANK PLC  as Issuing and Paying Agent   By:      Authorised Signatory  For the purposes of authentication only.   ANY  UNITED  STATES  PERSON  WHO  HOLDS  THIS  OBLIGATION  WILL  BE  SUBJECT  TO  LIMITATIONS  UNDER  THE  UNITED  STATES  INCOME  TAX  LAWS,  INCLUDING  THE  LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE  CODE.                                                44  EU-DOCS\28920910.8 





 






                                    The First Schedule              Nominal amount of Notes represented by this permanent Global Note   The following (i) issues of Notes initially represented by this permanent Global Note, (ii) exchanges of  interests in a temporary Global Note for interests in this permanent Global Note, (iii) exchanges of the  whole or a part of this permanent Global Note for Definitive Notes, (iv) cancellations or forfeitures of  interests in this permanent Global Note and/or (v) payments of amounts payable upon redemption in  respect  of  this  permanent  Global  Note  have  been  made,  resulting  in  the  nominal  amount  of  this  permanent Global Note specified in the latest entry in the fourth column:                                  Reason for                              increase/decreas                               e in nominal                               amount of this                                 permanent                                Global Note                                (initial issue,                                 exchange,               Amount of        cancellation,   Nominal amount of            increase/decrease   forfeiture or     this permanent    Notation made by           in nominal amount  payment, stating     Global Note      or on behalf of the            of this permanent    amount of        following such    Issuing and Paying    Date      Global Note      payment made)     increase/decrease       Agent                                                                                                                        45  EU-DOCS\28920910.8 





 






                                   The Second Schedule                                    Payments of Interest   The following payments of interest or Interest Amount in respect of this permanent Global Note have  been made:                                                                   Notation made by or                                                                    on behalf of the                                                                   Issuing and Paying   Due date of payment    Date of payment     Amount of interest        Agent                                                                                                                      46  EU-DOCS\28920910.8 





 






                                    The Third Schedule   [Insert the provisions of the relevant [Final Terms/Pricing Supplement] that relate to the Conditions or  the Global Notes as the Third Schedule.]                                                47  EU-DOCS\28920910.8 





 






                                   The Fourth Schedule                               Exercise of Noteholders’ Option   The following exercises of the option of the Noteholders provided for in the Conditions have been made  in respect of the stated nominal amount of this permanent Global Note:                      Nominal amount of                           Notation made by or                    this permanent Global Date of which exercise    on behalf of the                      Note in respect of     of such option is    Issuing and Paying   Date of exercise which exercise is made      effective               Agent                                                                                                                 48  EU-DOCS\28920910.8 





 






                                         PART 3                      FORM OF NGN TEMPORARY GLOBAL NOTE     [WESTERN POWER DISTRIBUTION (EAST MIDLANDS) PLC]/[WESTERN POWER   DISTRIBUTION (SOUTH WALES) PLC]/[WESTERN POWER DISTRIBUTION (SOUTH        WEST) PLC]/[WESTERN POWER DISTRIBUTION (WEST MIDLANDS) PLC]    (Incorporated with limited liability in England and Wales under the Companies Act 1985 with               registered number [02366923]/[02366985]/[02366894]/[03600574])                       EURO MEDIUM TERM NOTE PROGRAMME                              TEMPORARY GLOBAL NOTE                               Temporary Global Note No. [•]   This temporary Global Note is issued in respect of the Notes (the “Notes”) of the Tranche and Series  specified in Part A of the Schedule hereto of [ISSUER] (the “Issuer”).   Interpretation and Definitions   References  in  this  temporary  Global  Note  to  the “Conditions” are  to  the  Terms  and  Conditions  applicable to the Notes (which are in the form set out in Schedule 4 (Terms and Conditions of the Notes)  to the amended and restated Trust Deed (the “Trust Deed”) dated 21 August 2020 between the Issuer,  and HSBC Corporate Trustee Company (UK) Limited as trustee, as such form is supplemented and/or  modified  and/or  superseded  by  the  provisions  of  this  temporary  Global  Note  (including  the  supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto),  which in the event of any conflict shall prevail). Other capitalised terms used in this temporary Global  Note shall have the meanings given to them in the Conditions or the Trust Deed.  If the Second Schedule  hereto specifies that the applicable TEFRA exemption is either “C Rules” or “not applicable”, this  temporary Global Note is a “C Rules Note”, otherwise this temporary Global Note is a “D Rules Note”.   Aggregate Nominal Amount   The aggregate nominal amount from time to time of this temporary Global Note shall be an amount  equal to the aggregate nominal amount of the Notes from time to time entered in the records of both  Euroclear and Clearstream, Luxembourg (together the “relevant Clearing Systems”), which shall be  completed and/or amended, as the case may be, upon (i) the issue of Notes represented hereby, (ii) the  exchange of the whole or a part of this temporary Global Note for a corresponding interest recorded in  the records of the relevant Clearing Systems in a permanent Global Note or for Definitive Notes and/or  (iii) the redemption or purchase and cancellation of Notes represented hereby, all as described below.   The records of the relevant Clearing Systems (which expression in this temporary Global Note means  the records that each relevant Clearing System holds for its customers which reflect the amount of such  customers’ interests  in  the  Notes,  but  excluding  any  interest  in  any  Notes  of  one  Clearing  System  sharing the records of another Clearing System) shall be conclusive evidence of the nominal amount of  the Notes represented by this temporary Global Note and, for these purposes, a statement issued by a  relevant Clearing System (which statement shall be made available to the bearer upon request) stating  the nominal amount of Notes represented by this temporary Global Note at any time shall be conclusive  evidence of the records of the relevant Clearing Systems at that time.   Promise to Pay   Subject as provided herein, the Issuer, for value received, promises to pay to the bearer of this temporary  Global Note, upon presentation and (when no further payment is due in respect of this temporary Global  Note) surrender of this temporary Global Note, on the Maturity Date (or on such earlier date as the                                             49  EU-DOCS\28920910.8 





 






   amount payable upon redemption under the Conditions may become repayable in accordance with the  Conditions)  the  amount  payable  upon  redemption  under  the  Conditions  in  respect  of  the  aggregate  nominal amount of Notes represented by this temporary Global Note and (unless this temporary Global  Note does not bear interest) to pay interest in respect of the Notes from the Interest Commencement  Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation  provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount  of the Notes, together with such other sums and additional amounts (if any) as may be payable under  the Conditions, in accordance with the Conditions.   Exchange   On or after the first day following the expiry of 40 days after the Issue Date (the “Exchange Date”),  this temporary Global Note may be exchanged (free of charge to the holder) in whole or (in the case of  a D Rules Note only) from time to time in part by its presentation and, on exchange in full, surrender to  or to the order of the Issuing and Paying Agent for interests recorded in the records of the relevant  Clearing Systems in a permanent Global Note or, if so specified in Part A of the Schedule hereto, for  Definitive Notes in an aggregate nominal amount equal to the nominal amount of this temporary Global  Note submitted for exchange provided that, in the case of any part of a D Rules Note submitted for  exchange for interests recorded in the records of the relevant Clearing Systems in a permanent Global  Note  or  Definitive  Notes,  there  shall  have  been  Certification  with  respect  to  such  nominal  amount  submitted for such exchange dated no earlier than the Exchange Date.   “Certification” means the presentation to the Issuing and Paying Agent of a certificate or certificates  with respect to one or more interests in this temporary Global Note, signed by Euroclear or Clearstream,  Luxembourg, substantially to the effect set out in Schedule 4 (Clearing System Certificate of Non-U.S.  Citizenship and Residency) to the Agency Agreement to the effect that it has received a certificate or  certificates  substantially  to  the  effect  set  out  in Schedule  3 (Accountholder Certificate  of  Non-U.S.  Citizenship and Residency) to the Agency Agreement with respect thereto and that no contrary advice  as to the contents thereof has been received by Euroclear or Clearstream, Luxembourg, as the case may  be.   Upon the whole or a part of this temporary Global Note being exchanged for a permanent Global Note,  such permanent Global Note shall be exchangeable in accordance with its terms for Definitive Notes.   The  Definitive  Notes  for  which  this  temporary  Global  Note  or  a  permanent  Global  Note  may  be  exchangeable shall be duly executed and authenticated, shall, in the case of Definitive Notes, have  attached to them all Coupons (and, where appropriate, Talons) in respect of interest that has not already  been paid on this temporary Global Note or the permanent Global Note, as the case may be, shall be  security printed and shall be substantially in the form set out in the Schedules to the Trust Deed as  supplemented and/or modified and/or superseded by the terms of Part A of the Schedule hereto.   On any exchange of a part of this temporary Global Note for an equivalent interest recorded in the  records of the relevant Clearing Systems in a permanent Global Note or for Definitive Notes, as the  case  may  be,  the  Issuer  shall  procure  that  details  of  the  portion  of  the  nominal  amount  hereof  so  exchanged shall be entered pro rata in the records of the relevant Clearing Systems and upon any such  entry being made, the nominal amount of the Notes recorded in the records of the relevant Clearing  Systems and represented by this temporary Global Note shall be reduced by an amount equal to such  portion so exchanged.   Benefit of Conditions   Except as otherwise specified herein, this temporary Global Note is subject to the Conditions and the  Trust Deed and, until the whole of this temporary Global Note is exchanged for equivalent interests in  a permanent Global Note or for Definitive Notes or cancelled, the holder of this temporary Global Note  shall in all respects be entitled to the same benefits as if it were the holder of the permanent Global Note                                             50  EU-DOCS\28920910.8 





 






   (or the relevant part of it) or the Definitive Notes, as the case may be, for which it may be exchanged  as if such permanent Global Note or Definitive Notes had been issued on the Issue Date.   Payments   No person shall be entitled to receive any payment in respect of the Notes represented by this temporary  Global Note that falls due on or after the Exchange Date unless, upon due presentation of this temporary  Global Note for exchange, delivery of (or, in the case of a subsequent exchange, a corresponding entry  being recorded in the records of the relevant Clearing Systems) a permanent Global Note or delivery of  Definitive Notes, as the case may be, is improperly withheld or refused by or on behalf of the Issuer.   Payments due in respect of a D Rules Note before the Exchange Date shall only be made in relation to  such  nominal  amount  of  this  temporary  Global  Note  with  respect  to  which  there  shall  have  been  Certification dated no earlier than such due date for payment.   Any payments that are made in respect of this temporary Global Note shall be made to its holder against  presentation and (if no further payment falls to be made on it) surrender of it at the specified office of  the Issuing and Paying Agent or of any other Paying Agent provided for in the Conditions and each  payment so made will discharge the Issuer’s obligations in respect thereof.  Any failure to make the  entries in the records of the relevant Clearing Systems referred to herein shall not affect such discharge.   If any payment in full or in part of principal is made in respect of any Note represented by this temporary  Global Note the Issuer shall procure that details of such payment shall be entered pro rata in the records  of the relevant Clearing Systems and, upon any such entry being made, the nominal amount of the Notes  recorded in the records of the relevant Clearing Systems and represented by this temporary Global Note  shall be reduced by the aggregate nominal amount of the Notes so redeemed.  If any other payments are  made in respect of the Notes represented by this temporary Global Note, the Issuer shall procure that a  record of each such payment shall be entered pro rata in the records of the relevant Clearing Systems.    For the purposes of any payments made in respect of this temporary Global Note, the words “in the  relevant place of presentation” shall not apply in the definition of “business day” in Condition 9(h)  (Non-Business Days).   Cancellation   On  cancellation  of  any  Note  represented  by  this  temporary  Global  Note  that  is  required  by  the  Conditions to be cancelled (other than upon its redemption), the Issuer shall procure that details of such  cancellation shall be entered pro rata in the records of the relevant Clearing Systems and, upon any such  entry being made, the nominal amount of the Note recorded in the records of the relevant Clearing  Systems and represented by this temporary Global Note shall be reduced by the aggregate nominal  amount of the Notes so cancelled.   Notices   Notwithstanding Condition 18 (Notices), notices required to be given in respect of the Notes represented  by this temporary Global Note may be given by their being delivered (so long as this temporary Global  Note is held on behalf of Euroclear and/or Clearstream, Luxembourg or any other permitted clearing  system) to Euroclear, Clearstream, Luxembourg or such other permitted clearing system, as the case  may be, or otherwise to the holder of this temporary Global Note, rather than by publication as required  by the Conditions.   No provision of this temporary Global Note shall alter or impair the obligation of the Issuer to pay the  principal and premium of and interest on the Notes when due in accordance with the Conditions.   This temporary Global Note shall not be valid or become obligatory for any purpose until authenticated  by or on behalf of the Issuing and Paying Agent and effectuated by the entity appointed as Common  Safekeeper by the relevant Clearing Systems.                                             51  EU-DOCS\28920910.8 





 






   This temporary Global Note and any non-contractual obligations arising out of or in connection with it  shall be governed by English law.                                             52  EU-DOCS\28920910.8 





 






   IN WITNESS whereof the Issuer has caused this temporary Global Note to be duly signed on its behalf.   Dated as of the Issue Date.   [ISSUER]   By:   CERTIFICATE OF AUTHENTICATION   This temporary Global Note is authenticated by or on behalf of the Issuing and Paying Agent.   HSBC BANK PLC  as Issuing and Paying Agent   By:      Authorised Signatory  For the purposes of authentication only.   Effectuation   This temporary Global Note is effectuated by or on behalf of the Common Safekeeper.    [COMMON SAFEKEEPER]  as Common Safekeeper   By:   Authorised Signatory  For the purposes of effectuation only.   ANY  UNITED  STATES  PERSON  WHO    HOLDS  THIS  OBLIGATION  WILL  BE  SUBJECT  TO  LIMITATIONS  UNDER  THE  UNITED  STATES  INCOME  TAX  LAWS,  INCLUDING  THE  LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE  CODE.                                                  53  EU-DOCS\28920910.8 





 






                                         Schedule   [Insert the provisions of the relevant [Final Terms/Pricing Supplement] that relate to the Conditions or  the Global Notes as the Schedule]                                                  54  EU-DOCS\28920910.8 





 






                                         PART 4                      FORM OF NGN PERMANENT GLOBAL NOTE     [WESTERN POWER DISTRIBUTION (EAST MIDLANDS) PLC]/[WESTERN POWER   DISTRIBUTION (SOUTH WALES) PLC]/[WESTERN POWER DISTRIBUTION (SOUTH        WEST) PLC]/[WESTERN POWER DISTRIBUTION (WEST MIDLANDS) PLC]    (Incorporated with limited liability in England and Wales under the Companies Act 1985 with               registered number [02366923]/[02366985]/[02366894]/[03600574])                       EURO MEDIUM TERM NOTE PROGRAMME                              PERMANENT GLOBAL NOTE                               Permanent Global Note No. [•]   This permanent Global Note is issued in respect of the Notes (the “Notes”) of the Tranche(s) and Series  specified in Part A of the Schedule hereto of [ISSUER] (the “Issuer”).   Interpretation and Definitions   References  in  this  permanent  Global  Note  to  the “Conditions” are  to  the  Terms  and  Conditions  applicable to the Notes (which are in the form set out in Schedule 4 (Terms and Conditions of the Notes)  to the amended and restated Trust Deed (the “Trust Deed”) dated 21 August 2020 between the Issuer  and HSBC Corporate Trustee Company (UK) Limited as trustee, as such form is supplemented and/or  modified  and/or  superseded  by  the  provisions  of  this  permanent  Global  Note  (including  the  supplemental definitions and any modifications or additions set out in Part A of the Schedule hereto),  which in the event of any conflict shall prevail). Other capitalised terms used in this permanent Global  Note shall have the meanings given to them in the Conditions or the Trust Deed.   Aggregate Nominal Amount   The aggregate nominal amount from time to time of this permanent Global Note shall be an amount  equal to the aggregate nominal amount of the Notes from time to time entered in the records of both  Euroclear and Clearstream, Luxembourg (together, the “relevant Clearing Systems”), which shall be  completed and/or amended as the case may be upon (i) the exchange of the whole or a part of the  interests recorded in the records of the relevant Clearing Systems in the temporary Global Note initially  representing  the  Notes  for  a  corresponding  interest  herein  (in  the  case  of  Notes  represented by  a  temporary Global Note upon issue), (ii) the issue of the Notes represented hereby (in the case of Notes  represented by this permanent Global Note upon issue), (iii) the exchange of the whole or, where the  limited circumstances so permit, a part of this permanent Global Note for Definitive Notes and/or (iv)  the redemption or purchase and cancellation of Notes represented hereby, all as described below.   The records of the relevant Clearing Systems (which expression in this permanent Global Note means  the records that each relevant Clearing System holds for its customers which reflect the amount of such  customers’ interests  in  the  Notes,  but  excluding  any  interest  in  any  Notes  of  one  Clearing  System  sharing the records of another Clearing System) shall be conclusive evidence of the nominal amount of  the Notes represented by this permanent Global Note and, for these purposes, a statement issued by a  relevant Clearing System (which statement shall be made available to the bearer upon request) stating  the nominal amount of Notes represented by this permanent Global   Note at any time shall be conclusive evidence of the records of the relevant Clearing System at that  time.                                             55  EU-DOCS\28920910.8 





 






   Promise to Pay   Subject as provided herein, the Issuer, for value received, hereby promises to pay to the bearer of this  permanent  Global  Note,  upon  presentation  and  (when  no  further  payment  is  due  in  respect  of  this  permanent Global Note) surrender of this permanent Global Note on the Maturity Date (or on such  earlier date as the amount payable upon redemption under the Conditions may become repayable in  accordance with the Conditions) the amount payable upon redemption under the Conditions in respect  of the aggregate nominal amount of Notes represented by this permanent Global Note and (unless this  permanent Global Note does not bear interest) to pay interest in respect of the Notes from the Interest  Commencement Date in arrear at the rates, on the dates for payment, and in accordance with the method  of calculation provided for in the Conditions, save that the calculation is made in respect of the total  aggregate amount of the Notes, together with such other sums and additional amounts (if any) as may  be payable under the Conditions, in accordance with the Conditions.   Exchange   This permanent Global Note is exchangeable (free of charge to the holder) on or after the Exchange  Date in whole but not, except as provided in the next paragraph, in part for the Definitive Notes if this  permanent  Global  Note  is  held  on  behalf  of  Euroclear  or  Clearstream,  Luxembourg  or  any  other  permitted clearing system (an “Alternative Clearing System”) and any such clearing system is closed  for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise)  or announces an intention permanently to cease business or does in fact do so.   “Exchange Date” means a day falling not less than 60 days after that on which the notice requiring  exchange is given and on which banks are open for business in the city in which the specified office of  the Issuing and Paying Agent is located and, except in the case of exchange above, in the cities in which  Euroclear and Clearstream, Luxembourg or, if relevant, the Alternative Clearing System, are located.   Any such exchange may be effected on or after an Exchange Date by the holder of this permanent  Global Note surrendering this permanent Global Note to or to the order of the Issuing and Paying Agent.   In exchange for this permanent Global Note, the Issuer shall deliver, or procure the delivery of, duly  executed  and  authenticated  Definitive  Notes  in  an  aggregate  nominal  amount  equal  to  the  nominal  amount of this permanent Global Note submitted for exchange (if appropriate, having attached to them  all Coupons (and, where appropriate, Talons) in respect of interest, that has not already been paid on  this permanent Global Note), security printed and substantially in the form set out in the Schedules to  the  Trust  Deed  as  supplemented  and/or  modified  and/or  superseded  by  the  terms  of  Part  A  of  the  Schedule hereto.   Benefit of Conditions   Except as otherwise specified herein, this permanent Global Note, the Issuer shall procure that is subject  to the Conditions and the Trust Deed and, until the whole of this permanent Global Note is exchanged  for Definitive Notes or cancelled, the holder of this permanent Global Note shall in all respects be  entitled  to  the  same  benefits  as  if  it  were  the  holder  of  the  Definitive  Notes  for  which  it  may  be  exchanged and as if such Definitive Notes had been issued on the Issue Date.   Payments   No person shall be entitled to receive any payment in respect of the Notes represented by this permanent  Global Note that falls due after an Exchange Date for such Notes, unless upon due presentation of this  permanent Global Note for exchange, delivery of Definitive Notes is improperly withheld or refused by  or on behalf of the Issuer or the Issuer does not perform or comply with any one or more of what are  expressed to be its obligations under any Definitive Notes.   Payments in respect of this permanent Global Note shall be made to its holder against presentation and  (if no further payment falls to be made on it) surrender of it at the specified office of the Issuing and                                             56  EU-DOCS\28920910.8 





 






   Paying Agent or of any other Paying Agent provided for in the Conditions and each payment so made  will discharge the Issuer’s obligations in respect thereof.  Any failure to make the entries in the records  of the relevant Clearing Systems referred to herein shall not affect such discharge.  The Issuer shall  procure that details of each such payment shall be entered pro rata in the records of the relevant Clearing  Systems and in the case of any payment of principal and upon any such entry being made, the nominal  amount of the Notes recorded in the records of the relevant Clearing Systems and represented by this  permanent Global Note shall be reduced by the aggregate nominal amount of the Notes so redeemed.    For the purposes of any payments made in respect of this permanent Global Note, the words “in the  relevant place of presentation” shall not apply in the definition of business day in Condition 9(h) (Non- Business Days).   Prescription   Claims  in  respect  of  principal  and  interest  (as  each  is  defined  in the  Conditions)  in  respect  of  this  permanent Global Note shall become void unless it is presented for payment within a period of ten years  (in the case of principal) and five years (in the case of interest) from the appropriate Relevant Date.   Meetings   For the purposes of any meeting of Noteholders, the holder of this permanent Global Note shall be  treated as having one vote in respect of each integral currency unit of the Specified Currency of the  Notes.   Cancellation   On  cancellation  of  any  Note  represented  by  this  permanent  Global  Note  that  is  required  by  the  Conditions to be cancelled (other than upon its redemption), the Issuer shall procure that details of such  cancellation shall be entered pro rata in the records of the relevant Clearing Systems and, upon any such  entry being made, the nominal amount of the Notes recorded in the records of the relevant Clearing  Systems and represented by this permanent Global Note shall be reduced by the aggregate nominal  amount of the Notes so cancelled.   Purchase   Notes may only be purchased by the Issuer if they are purchased together with the right to receive all  future payments of interest thereon.   Issuer’s Options   Any option of the Issuer provided for in the Conditions shall be exercised by the Issuer giving notice to  the Issuing and Paying Agent, the Noteholders and the relevant Clearing Systems (or procuring that  such  notice  is  given  on its  behalf)  within  the  time limits  set  out  in  and  containing  the  information  required by the Conditions, except that the notice shall not be required to contain the serial numbers of  Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be  required.  In the case of a partial exercise of an option, the rights of accountholders with a clearing  system  in  respect  of  the  Notes  will  be  governed  by  the  standard  procedures  of  Euroclear  and/or  Clearstream,  Luxembourg  and  shall  be  reflected  in  the  records  of  Euroclear  and/or  Clearstream,  Luxembourg as either a pool factor or a reduction in nominal amount, at their discretion.  Following the  exercise of any such option, the Issuer shall procure that the nominal amount of the Notes recorded in  the records of the relevant Clearing Systems and represented by this permanent Global Note shall be  reduced accordingly.   Noteholders’ Options                                             57  EU-DOCS\28920910.8 





 






   Any option of the Noteholders provided for in the Conditions may be exercised by the holder of this  permanent Global Note giving notice to the Issuing and Paying Agent within the time limits relating to  the deposit of Notes with a Paying Agent set out in the Conditions substantially in the form of the notice  available from any Paying Agent, except that the notice shall not be required to contain the certificate  numbers of the Notes in respect of which the option has been exercised.  Following the exercise of any  such option, the Issuer shall procure that the nominal amount of the Notes recorded in the records of  the relevant Clearing Systems and represented by this permanent Global Note shall be reduced by the  aggregate nominal amount stated in the relevant exercise notice.   Notices   Notwithstanding Condition 18 (Notices), notices required to be given in respect of the Notes represented  by this permanent Global Note may be given by their being delivered (so long as this permanent Global  Note is held on behalf of Euroclear and/or Clearstream, Luxembourg and/or an Alternative Clearing  System) to Euroclear, Clearstream, Luxembourg and/or such Alternative Clearing System, as the case  may be, or otherwise to the holder of this permanent Global Note, rather than by publication as required  by the Conditions.   Negotiability   This permanent Global Note is a bearer document and negotiable and accordingly:   (a)   is freely transferable by delivery and such transfer shall operate to confer upon the transferee        all  rights  and  benefits  appertaining  hereto  and  to  bind  the  transferee  with  all  obligations        appertaining hereto pursuant to the Conditions;   (b)   the  holder  of  this  permanent  Global  Note  is  and  shall  be absolutely  entitled  as  against  all        previous holders to receive all amounts by way of amounts payable upon redemption, interest        or otherwise payable in respect of this permanent Global Note and the Issuer has waived against        such  holder  and  any  previous  holder  of  this  permanent  Global  Note  all  rights  of  set-off  or        counterclaim  that  would  or  might  otherwise  be  available  to  it  in  respect  of  the  obligations        evidenced by this permanent Global Note; and   (c)   payment upon due presentation of this permanent Global Note as provided herein shall operate        as a good discharge against such holder and all previous holders of this permanent Global Note.   No provisions of this permanent Global Note shall alter or impair the obligation of the Issuer to pay the  principal and premium of and interest on the Notes when due in accordance with the Conditions.   This permanent Global Note shall not be valid or become obligatory for any purpose until authenticated  by or on behalf of the Issuing and Paying Agent and effectuated by the entity appointed as Common  Safekeeper by the relevant Clearing Systems.   This permanent Global Note and any non-contractual obligations arising out of or in connection with it  shall be governed by English law.                                                                           58  EU-DOCS\28920910.8 





 






   IN WITNESS whereof the Issuer has caused this permanent Global Note to be duly signed on its behalf.   Dated as of the Issue Date.   [ISSUER]   By:   CERTIFICATE OF AUTHENTICATION   This permanent Global Note is authenticated by or on behalf of the Issuing and Paying Agent.   HSBC BANK PLC  as Issuing and Paying Agent   By:      Authorised Signatory  For the purposes of authentication only.      Effectuation   This permanent Global Note is effectuated by or on behalf of the Common Safekeeper.    [COMMON SAFEKEEPER]  as Common Safekeeper   By:      Authorised Signatory   For the purposes of effectuation only.   ANY  UNITED  STATES  PERSON  WHO  HOLDS  THIS  OBLIGATION  WILL  BE  SUBJECT  TO  LIMITATIONS  UNDER  THE  UNITED  STATES  INCOME  TAX  LAWS,  INCLUDING  THE  LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE  CODE.                                                  59  EU-DOCS\28920910.8 





 






                                         Schedule   [Insert the provisions of the relevant [Final Terms/Pricing Supplement] that relate to the Conditions or  the Global Notes as the Schedule.]                                                60  EU-DOCS\28920910.8 





 






                                           PART 5                           FORM OF GLOBAL CERTIFICATE   THIS SECURITY HAS NOT AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES  ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER APPLICABLE U.S.  STATE  SECURITIES  LAWS,  OR  WITH  ANY  SECURITIES  REGULATORY  AUTHORITY  OF  ANY  STATE  OR  OTHER  JURISDICTION  OF  THE  UNITED  STATES  AND  ACCORDINGLY,  MAY  NOT  BE  OFFERED  OR  SOLD  WITHIN  THE  UNITED  STATES  OR  TO,  OR  FOR  THE  ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE AGENCY  AGREEMENT  AND  THE  TRUST  DEED  AND  PURSUANT  TO  AN  EXEMPTION  FROM  REGISTRATION  UNDER  THE  SECURITIES  ACT  OR  PURSUANT  TO  AN          EFFECTIVE  REGISTRATION STATEMENT UNDER THE SECURITIES ACT. THIS LEGEND SHALL CEASE  TO APPLY UPON THE EXPIRY OF THE PERIOD OF 40 DAYS AFTER THE COMPLETION OF  THE DISTRIBUTION OF ALL THE NOTES OF THE TRANCHE OF WHICH THIS NOTE FORMS  PART.      [WESTERN POWER DISTRIBUTION (EAST MIDLANDS) PLC]/[WESTERN POWER   DISTRIBUTION (SOUTH WALES) PLC]/[WESTERN POWER DISTRIBUTION (SOUTH        WEST) PLC]/[WESTERN POWER DISTRIBUTION (WEST MIDLANDS) PLC]    (Incorporated with limited liability in England and Wales under the Companies Act 1985 with               registered number [02366923]/[02366985]/[02366894]/[03600574])                       EURO MEDIUM TERM NOTE PROGRAMME                                 GLOBAL CERTIFICATE                                  Global Certificate No. [•]   This Global Certificate is issued in respect of the nominal amount specified above of the Notes (the  “Notes”) of  the  Tranche  and  Series  specified  in  Part  A  of  the  Schedule  hereto  of  [ISSUER]  (the  “Issuer”). This Global Certificate certifies that the person whose name is entered in the Register (the  “Registered Holder”) is registered as the holder of an issue of Notes of the nominal amount, specified  currency and specified denomination set out in Part A of the Schedule hereto.   Interpretation and Definitions   References in this Global Certificate to the “Conditions” are to the Terms and Conditions applicable  to the Notes (which are in the form set out in Schedule 4 (Terms and Conditions of the Notes) to the  amended and restated Trust Deed (the “Trust Deed”) dated 21 August 2020 between the Issuer and  HSBC  Corporate  Trustee  Company  (UK)  Limited  as  trustee,  as  such  form  is  supplemented  and/or  modified and/or superseded by the provisions of this Global Certificate (including the supplemental  definitions and any modifications or additions set out in Part A of the Schedule hereto), which in the  event of any conflict shall prevail). Other capitalised terms used in this Global Certificate shall have the  meanings given to them in the Conditions or the Trust Deed.   Promise to Pay   The Issuer, for value received, promises to pay to the holder of the Notes represented by this Global  Certificate upon presentation and (when no further payment is due in respect of the Notes represented  by this Global Certificate) surrender of this Global Certificate on the Maturity Date (or on such earlier  date as the amount payable upon redemption under the Conditions may become repayable in accordance  with the Conditions) the amount payable upon redemption under the Conditions in respect of the Notes  represented by this Global Certificate and (unless the Notes represented by this Certificate do not bear  interest) to pay interest in respect of such Notes from the Interest Commencement Date in arrear at the                                             61  EU-DOCS\28920910.8 





 






   rates, on the dates for payment, and in accordance with the methods of calculation provided for in the  Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes  represented by this Global Certificate, together with such other sums and additional amounts (if any) as  may be payable under the Conditions, in accordance with the Conditions.  Each payment will be made  to, or to the order of, the person whose name is entered on the Register at the close of business on the  Clearing  System  Business  Day  immediately  prior  to  the  date  for  payment,  where  Clearing  System  Business Day means Monday to Friday inclusive except 25 December and 1 January.   For  the  purposes  of  this  Global  Certificate,  (a)  the  holder  of  the  Notes  represented  by this  Global  Certificate  is  bound  by  the  provisions  of  the  Agency  Agreement,  (b)  the  Issuer  certifies  that  the  Registered Holder is, at the date hereof, entered in the Register as the holder of the Notes represented  by this Global Certificate, (c) this Global Certificate is evidence of entitlement only, (d) title to the  Notes represented by this Global Certificate passes only on due registration on the Register, and (e)  only the holder of the Notes represented by this Global Certificate is entitled to payments in respect of  the Notes represented by this Global Certificate.   Transfer of Notes represented by permanent Global Certificates   If the Schedule hereto states that the Notes are to be represented by a permanent Global Certificate on  issue, transfers of the holding of Notes represented by this Global Certificate pursuant to Condition 2(b)  (Transfer of Registered Notes) may only be made in part:   (a)   if  the  Notes  represented  by  this  Global  Certificate  are  held  on  behalf  of  Euroclear  or        Clearstream, Luxembourg or any other clearing system (an “Alternative Clearing System”)        and any such clearing system is closed for business for a continuous period of 14 days (other        than by reason of holidays, statutory or otherwise) or announces an intention permanently to        cease business or does in fact do so or   (b)   with the consent of the Issuer   provided that, in the case of the first transfer of part of a holding pursuant to (a) above, the holder of the  Notes represented by this Global Certificate has given the Registrar not less than 30 days’ notice at its  specified  office  of  such  holder’s  intention  to  effect  such  transfer.   Where  the  holding  of  Notes  represented by this Global Certificate is only transferable in its entirety, the Certificate issued to the  transferee upon transfer of such holding shall be a Global Certificate.  Where transfers are permitted in  part, Certificates issued to transferees shall not be Global Certificates unless the transferee so requests  and certifies to the Registrar that it is, or is acting as a nominee for, Clearstream, Luxembourg, Euroclear  and/or an Alternative Clearing System.   Issuer’s Options   In connection with an exercise of the option contained in Condition 6(e) (Redemption at the Option of  the Relevant Issuer)  in  relation  to  some  only  of  the  Notes,  the  Notes  represented  by  this  Global  Certificate may be redeemed in part in the principal amount specified by the Issuer in accordance with  the Conditions and the Notes to be redeemed will not be selected as provided in the Conditions.   Noteholders’ Options   Any option of the Noteholders provided for in the Conditions may be exercised by the Noteholder  giving notice to the Issuing and Paying Agent within the time limits relating to the deposit of Notes  with a Paying Agent, as set out in the Conditions, substantially in the form of the notice available from  any Paying Agent, except that the notice shall not be required to contain the certificate numbers of the  Notes in respect of which the option has been exercised. Following the exercise of any such option, the  Issuer shall procure that the nominal amount of the Notes recorded in the records of the relevant clearing  systems and represented by the permanent Global Certificate shall be reduced by the aggregate nominal  amount stated in the relevant exercise notice.                                              62  EU-DOCS\28920910.8 





 






   Notices   Notwithstanding  Condition  18 (Notices),  so  long  as  this  Global Certificate is  held  on  behalf  of  Euroclear,  Clearstream,  Luxembourg  or  any  other  clearing  system  (an “Alternative  Clearing  System”), notices to Holders of Notes represented by this Global Certificate may be given by delivery  of the relevant notice to Euroclear, Clearstream, Luxembourg or (as the case may be) such Alternative  Clearing System.   Determination of Entitlement   This Global Certificate is evidence of entitlement only and is not a document of title.  Entitlements are  determined by the Register and only the Noteholder is entitled to payment in respect of this Global  Certificate.   Meetings   For the purposes of any meeting of Noteholders, the holder of the Notes represented by this Global  Certificate shall be treated as being entitled to one vote in respect of each integral currency unit of the  Specified Currency of the Notes.   This Global Certificate shall not become valid for any purpose until authenticated by or on behalf of  the Registrar and in the case of Registered Notes held under the NSS only, effectuated by the entity  appointed as Common Safekeeper by the relevant Clearing Systems.   This Global Certificate and any non-contractual obligations arising out of or in connection with it shall  be governed by English law.                                                                           63  EU-DOCS\28920910.8 





 






   IN WITNESS whereof the Issuer has caused this Global Certificate to be signed on its behalf.   Dated as of the Issue Date.   [ISSUER]   By:   CERTIFICATE OF AUTHENTICATION   This Global Certificate is authenticated by or on behalf of the Registrar.   HSBC BANK PLC  as Registrar   By:      Authorised Signatory  For the purposes of authentication only.   Effectuation   This Global Certificate is effectuated by or on behalf of the Common Safekeeper     [COMMON SAFEKEEPER]  as Common Safekeeper   By:   Authorised Signatory  For the purposes of effectuation of Registered Notes held through the NSS only                                             64  EU-DOCS\28920910.8 





 






                                     Form of Transfer   For value received the undersigned transfers to                           ..............................................                                                 ..............................................                         (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE)   [•] nominal amount of the Notes represented by this Global Certificate, and all rights under them.       Dated                                         ..............................................   Signed  ...........................................                       Certifying Signature  Notes:         (a)    The signature of the person effecting a transfer shall conform to a list of duly authorised               specimen signatures supplied by the holder of the Notes represented by this Global               Certificate or (if such signature corresponds with the name as it appears on the face of               this  Global  Certificate)  be  certified  by  a  notary  public  or a  recognised  bank  or  be               supported by such other evidence as a Transfer Agent or the Registrar may reasonably               require.         (b)    A  representative  of  the  Noteholder  should  state the  capacity  in  which  he  signs  e.g.               executor.                                                  65  EU-DOCS\28920910.8 





 






                                         Schedule   [Insert the provisions of the relevant [Final Terms/Pricing Supplement] that relate to the Conditions or  the Global Certificate as the Schedule.]                                                66  EU-DOCS\28920910.8 





 






                                      SCHEDULE 2                         FORM OF DEFINITIVE BEARER NOTE   On the front:    [Denomination]       [lSIN]               [Series]             [Certif. No.]   [Currency and denomination]     [WESTERN POWER DISTRIBUTION (EAST MIDLANDS) PLC]/[WESTERN POWER   DISTRIBUTION (SOUTH WALES) PLC]/[WESTERN POWER DISTRIBUTION (SOUTH        WEST) PLC]/[WESTERN POWER DISTRIBUTION (WEST MIDLANDS) PLC]    (Incorporated with limited liability in England and Wales under the Companies Act 1985 with               registered number [02366923]/[02366985]/[02366894]/[03600574])                       EURO MEDIUM TERM NOTE PROGRAMME                                       Series No. [•]                                      [Title of issue]   This Note forms one of the series of Notes referred to above (the “Notes”) of [ISSUER] (the “Issuer”)  designated  as  specified  in  the  title  hereof.   The  Notes  are  subject  to  the  Terms  and  Conditions  (the “Conditions”) endorsed hereon and are issued subject to, and with the benefit of, the Trust Deed  referred to in the Conditions.  Expressions defined in the Conditions have the same meanings in this  Note.   The Issuer for value received promises to pay to the bearer of this Note, on presentation and (when no  further payment is due in respect of this Note) surrender of this Note on the Maturity Date (or on such  earlier date as the amount payable upon redemption under the Conditions may become repayable in  accordance with the Conditions) the amount payable upon redemption under the Conditions and (unless  this Note does not bear interest) to pay interest from the Interest Commencement Date in arrear at the  rates, in the amounts and on the dates for payment provided for in the Conditions together with such  other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with  the Conditions.   This Note shall not become valid or obligatory for any purpose until authenticated by or on behalf of  the Issuing and Paying Agent.                                                                           67  EU-DOCS\28920910.8 





 






   IN WITNESS whereof the Issuer has caused this Note to be signed on its behalf.   Dated as of the Issue Date.   [ISSUER]   By:      CERTIFICATE OF AUTHENTICATION   This Note is authenticated  by or on behalf of the Issuing and Paying Agent.      HSBC BANK PLC   as Issuing and Paying Agent   By:      Authorised Signatory  For the purposes of authentication only.   ANY  UNITED  STATES  PERSON  WHO  HOLDS  THIS  OBLIGATION  WILL  BE  SUBJECT  TO  LIMITATIONS  UNDER  THE  UNITED  STATES  INCOME  TAX  LAWS,  INCLUDING  THE  LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE  CODE.                                                   68  EU-DOCS\28920910.8 





 






   On the back:                             Terms and Conditions of the Notes   [The Terms and Conditions that are set out in Schedule 4 (Terms and Conditions of the Notes) to the  Trust Deed as amended by and incorporating any additional provisions forming part of such Terms and  Conditions and set out in Part A of the relevant [Final Terms/Pricing Supplement] shall be set out here.]                              ISSUING AND PAYING AGENT                              [ISSUING AND PAYING AGENT]                                    PAYING AGENT[S]                                  •                    •                                                      •                    •                                                      •                    •                                                                 69  EU-DOCS\28920910.8 





 






                                      SCHEDULE 3                                FORM OF CERTIFICATE   On the front:     [WESTERN POWER DISTRIBUTION (EAST MIDLANDS) PLC]/[WESTERN POWER   DISTRIBUTION (SOUTH WALES) PLC]/[WESTERN POWER DISTRIBUTION (SOUTH        WEST) PLC]/[WESTERN POWER DISTRIBUTION (WEST MIDLANDS) PLC]    (Incorporated with limited liability in England and Wales under the Companies Act 1985 with               registered number [02366923]/[02366985]/[02366894]/[03600574])                       EURO MEDIUM TERM NOTE PROGRAMME                                       Series No. [•]                                      [Title of issue]   This Certificate certifies that [•] of [•] (the “Registered Holder”) is, as at the date hereof, registered as  the  holder  of [nominal  amount]  of  Notes  of  the  series  of  Notes  referred  to  above  (the “Notes”)  of  [ISSUER] (the “Issuer”), designated as specified in the title hereof.  The Notes are subject to the Terms  and Conditions (the “Conditions”) endorsed hereon and are issued subject to, and with the benefit of,  the Trust Deed referred to in the Conditions.  Expressions defined in the Conditions have the same  meanings in this Certificate.   The  Issuer,  for  value  received,  promises  to  pay  to  the  holder  of  the  Note(s)  represented  by  this  Certificate upon presentation and (when no further payment is due in respect of the Note(s) represented  by this Certificate) surrender of this Certificate on the Maturity Date (or on such earlier date as the  amount payable upon redemption under the Conditions may become repayable in accordance with the  Conditions)  the  amount  payable  upon  redemption  under  the  Conditions  in respect  of  the  Notes  represented  by  this  Certificate  and  (unless  the  Note(s)  represented  by  this  Certificate  do  not  bear  interest) to pay interest in respect of such Notes from the Interest Commencement Date in arrear at the  rates, in the amounts and on the dates for payment provided for in the Conditions together with such  other sums and additional amounts (if any) as may be payable under the Conditions, in accordance with  the Conditions.   For the purposes of this Certificate, (a) the holder of the Note(s) represented by this Certificate is bound  by the provisions of the Agency Agreement, (b) the Issuer certifies that the Registered Holder is, at the  date hereof, entered in the Register as the holder of the Note(s) represented by this Certificate, (c) this  Certificate is evidence of entitlement only, (d) title to the Note(s) represented by this Certificate passes  only on due registration on the Register, and (e) only the holder of the Note(s) represented by this  Certificate is entitled to payments in respect of the Note(s) represented by this Certificate.   This  Certificate  shall  not  become  valid  for  any  purpose  until  authenticated  by  or  on  behalf  of  the  Registrar.                                                                              70  EU-DOCS\28920910.8 





 






   IN WITNESS whereof the Issuer has caused this Certificate to be signed on its behalf.   Dated as of the Issue Date.   [ISSUER]   By:      CERTIFICATE OF AUTHENTICATION   This Certificate is authenticated  by or on behalf of the Registrar.      HSBC BANK PLC  as Registrar   By:      Authorised Signatory  For the purposes of authentication only.                                                                              71  EU-DOCS\28920910.8 





 






   On the back:                             Terms and Conditions of the Notes   [The Terms and Conditions that are set out in Schedule 4 (Terms and Conditions of the Notes) to the  Trust Deed as amended by and incorporating any additional provisions forming part of such Terms and  Conditions and set out in Part A of the relevant [Final Terms/Pricing Supplement] shall be set out here.]                                                                              72  EU-DOCS\28920910.8 





 






                                     Form of Transfer   For value received the undersigned transfers to                             ..............................................                                                   ..............................................                         (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE)   [•] nominal amount of the Notes represented by this Certificate, and all rights under them.       Dated                                     ..............................................    Signed ..............................................                   Certifying Signature   Notes:         (a)    The signature of the person effecting a transfer shall conform to a list of duly authorised               specimen signatures supplied by the holder of the Notes represented by this Certificate               or  (if  such  signature  corresponds  with  the  name  as  it  appears  on  the  face  of  this               Certificate) be certified by a notary public or a recognised bank or be supported by such               other evidence as a Transfer Agent or the Registrar may reasonably require.         (b)    A representative of the Noteholder should state the capacity in which he signs.   Unless the context otherwise requires capitalised terms used in this Form of Transfer have the same  meaning as in the Trust Deed dated 21 August 2020 between the Issuer and the Note Trustee, [OTHER].                          [TO BE COMPLETED BY TRANSFEREE:    [INSERT ANY REQUIRED TRANSFEREE REPRESENTATIONS, CERTIFICATIONS, ETC.]]            ISSUING AND PAYING AGENT, TRANSFER AGENT [AND REGISTRAR]                              [ISSUING AND PAYING AGENT]                                            [•]                       PAYING AGENT[S] AND TRANSFER AGENT[S]                                            [•]                                             73  EU-DOCS\28920910.8 





 






                                      SCHEDULE 4                       TERMS AND CONDITIONS OF THE NOTES   The following is the text of the terms and conditions that, subject to completion in accordance with the  provisions of Part A of the relevant Final Terms, shall be applicable to the Notes in definitive form (if  any) issued in exchange for the Global Note(s) representing each Series. Either (i) the full text of these  terms and conditions together with the relevant provisions of Part A of the Final Terms or (ii) these  terms and conditions as so completed (and subject to simplification by the deletion of non-applicable  provisions), shall be endorsed on such Bearer Notes or on the Certificates relating to such Registered  Notes. All capitalised terms that are not defined in these Conditions will have the meanings given to  them in Part A of the relevant Final Terms. Those definitions will be endorsed on the definitive Notes  or Certificates, as the case may be. References in the Conditions to “Notes” are to the Notes of one  Series only, not to all Notes that may be issued under the Programme.   The Notes (as defined below) are constituted by, are subject to, and have the benefit of, an amended  and restated trust deed dated 21 August 2020 (as amended or supplemented from time to time, the Trust  Deed) between Western Power Distribution (East Midlands) plc (WPDE), Western Power Distribution  (West Midlands) plc (WPDW), Western Power Distribution (South West) plc (WPD South West) and  Western Power Distribution (South Wales) plc (WPD South Wales and, together with WPDE, WPDW  and WPD South West, the Issuers and each an Issuer) and HSBC Corporate Trustee Company (UK)  Limited (the Note Trustee, which expression shall include all persons for the time being the trustee or  trustees under the Trust Deed) as trustee for the Noteholders (as defined below). The relevant Final  Terms  will  specify  the  Issuer  of  each  Series  of  Notes  and,  in  the  context  of  a  Tranche  of  Notes,  references in these Conditions to the “Relevant Issuer” or the “Issuer” shall be construed accordingly.  Notes issued by each Issuer are obligations solely of that Issuer (the Relevant Issuer) and without  recourse  whatsoever  to  any  other  Issuer.  These  terms  and  conditions  (the Conditions)  include  summaries of, and are subject to, the detailed provisions of the Trust Deed, which includes the form of  the Registered Notes, Bearer Notes, Certificates, Coupons and Talons referred to below. An amended  and restated agency agreement dated 21 August 2020 (as amended or supplemented from time to time,  the Agency Agreement) has been entered into in relation to the Notes between the Issuers, the Note  Trustee, HSBC Bank plc as issuing and paying agent and the other agents named in it. The issuing and  paying agent, the other paying agents, the registrar, the transfer agents and the calculation agent(s) for  the time being (if any) are referred to below respectively as the Issuing and Paying Agent, the Paying  Agents (which expression shall include the Issuing and Paying Agent), the Registrar, the Transfer  Agents (which  expression  shall  include  the  Registrar)  and  the Calculation  Agent(s).  The  Paying  Agents, the Transfer Agents and the Calculation Agent(s) are referred to together as the Agents. A  master agreement for custody services (as amended or supplemented from time to time, the Custody  Agreement)  will  be  entered  into  in  relation  to  the  Retained  Notes  (as  defined  below)  between  the  Issuers and HSBC Bank plc as custodian (the Custodian, which expression shall include any successor  custodian appointed pursuant to the Custody Agreement).   Copies of the Trust Deed, the Agency Agreement and the Prospectus are available, and a copy of the  Custody Agreement will be available once entered into, for inspection during usual business hours at  the principal office of the Note Trustee (presently at 8 Canada Square, London E14 5HQ) and at the  specified offices of the Paying Agents and the Transfer Agents.   Notes means the euro medium term notes issued by the Issuers constituted by the Trust Deed and for  the time being outstanding. References herein to the Notes shall be references to the relevant Series of  Notes only.   The Noteholders, the holders of the interest coupons (the Coupons) relating to interest bearing Notes  in bearer form and, where applicable in the case of such Notes, talons for further Coupons (the Talons)  (the Couponholders) are entitled to the benefit of, are bound by, and are deemed to have notice of, all  the provisions of the Trust Deed and are deemed to have notice of those provisions applicable to them  of the Agency Agreement.                                             74  EU-DOCS\28920910.8 





 






   As used in these Conditions, Tranche means Notes which are identical in all respects and Series means  a series of Notes comprising of one or more Tranches of Notes which are identical save for the issue  date, issue price and/or the first payment of interest.   Any reference in these Conditions to Final Terms shall be deemed to include a reference to Pricing  Supplement, where relevant.   If so specified in the relevant Final Terms, some of the relevant Tranche of Notes may be immediately  purchased by the Relevant Issuer on the issue date thereof, such Notes being referred to as “Retained  Notes”.  Any  Retained  Notes  will  (in  each  case,  together  with  the  related  Coupons  and  Talons,  if  applicable) be purchased by and held by or for the account of the Relevant Issuer and may be sold or  otherwise disposed of in whole or in part at any time, and shall cease to be Retained Notes to the extent  of and upon such sale or disposal.   Retained Notes shall carry the same rights and be subject in all respects to the same terms and conditions  as the other Notes of the relevant Series, except that Retained Notes will not be treated as outstanding  for the purposes of determining quorum or voting at meetings of Noteholders or when considering the  interests of the Noteholders. Notes which have ceased to be Retained Notes shall carry the same rights  and be subject in all respects to the same terms and conditions as the other Notes of the relevant Series.  Retained Notes will be held by the Custodian upon the terms of the Custody Agreement.   1.    Form, Denomination and Title         The Notes are issued in bearer form (Bearer Notes) or in registered form (Registered Notes)        in each case in the Specified Denomination(s) shown in the Final Terms provided that in the        case of any Notes which are to be admitted to trading on a regulated market within the European        Economic  Area  or  the  United  Kingdom  or  offered  to  the  public  in  a  Member  State  of  the        European  Economic  Area  or  in  the  United  Kingdom  in  circumstances  which  require  the        publication  of  a  prospectus  under  the  Prospectus  Regulation,  the  minimum  Specified        Denomination shall be €100,000 (or its equivalent in any other currency as at the date of issue        of the relevant Notes).         All Registered Notes shall have the same Specified Denomination.         Unless the Note is an Exempt Note, the Note may be a Fixed Rate Note, a Floating Rate Note,        a Zero Coupon Note, an Index Linked Interest Note, an Index Linked Redemption Note or a        combination of any of the foregoing or any other kind of Note, depending upon the Interest and        Redemption/Payment Basis shown in the Final Terms.         If the Note is an Exempt Note, the Note may be a Fixed Rate Note, a Floating Rate Note, a Zero        Coupon  Note,  an  Index  Linked  Interest  Note,  an  Index  Linked  Redemption  Note  or  a        combination of any of the foregoing or any other kind of Note, depending upon the Interest and        Redemption/Payment Basis shown in the Pricing Supplement.         Bearer Notes are serially numbered and are issued with Coupons (and, where appropriate, a        Talon) attached, save in the case of Zero Coupon Notes in which case references to interest        (other than in relation to interest due after the Maturity Date), Coupons and Talons in these        Conditions are not applicable.         Registered Notes are represented by registered certificates (Certificates) and, save as provided        in Condition 2(c) (Exercise of Options or Partial Redemption in Respect of Registered Notes),        each Certificate shall represent the entire holding of Registered Notes by the same holder.         Title  to  the  Bearer  Notes  and  the  Coupons  and  Talons  shall  pass  by  delivery.  Title  to  the        Registered Notes shall pass by registration in the register that the Issuers shall procure to be        kept  by  the  Registrar  in  accordance  with  the  provisions  of  the  Agency  Agreement  (the                                             75  EU-DOCS\28920910.8 





 






         Register). Except as ordered by a court of competent jurisdiction or as required by law, the        holder (as defined below) of any Note, Coupon or Talon shall be deemed to be and may be        treated as its absolute owner for all purposes whether or not it is overdue and regardless of any        notice of ownership, trust or an interest in it, any writing on it (or on the Certificate representing        it) or its theft or loss (or that of the related Certificate) and no person shall be liable for so        treating the holder.         In these Conditions, Noteholder means the bearer of any Bearer Note or the person in whose        name a Registered Note is registered (as the case may be), holder (in relation to a Note, Coupon        or Talon) means the bearer of any Bearer Note, Coupon or Talon or the person in whose name        a Registered Note is registered (as the case may be) and capitalised terms have the meanings        given to them in the Final Terms, the absence of any such meaning indicating that such term is        not applicable to the Notes.         For so long as any of the Notes is represented by a Global Note held on behalf of Euroclear        Bank  SA/NV  (Euroclear)  and/or  Clearstream  Banking  S.A.  (Clearstream,  Luxembourg),        each  person  (other  than  Euroclear  or  Clearstream,  Luxembourg)  who  is  for  the  time  being        shown in the records of Euroclear or 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 Note Trustee and the 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 Bearer Global Note or the registered holder of the relevant Registered Global Note        shall be treated by the Issuer, the Note Trustee and any 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.   2.    No Exchange of Notes and Transfers of Registered Notes         (a)    No Exchange of Notes: Registered Notes may not be exchanged for Bearer Notes.               Bearer Notes of one Specified Denomination may not be exchanged for Bearer Notes               of another Specified Denomination. Bearer Notes may not be exchanged for Registered               Notes.         (b)    Transfer of Registered Notes: One or more Registered Notes may be transferred upon               the surrender (at the specified office of the Registrar or any Transfer Agent) of the               Certificate representing such Registered Notes to be transferred, together with the form               of transfer endorsed on such Certificate, (or another form of transfer substantially in the               same form and containing the same representations and certifications (if any), unless               otherwise agreed by the Relevant Issuer), duly completed and executed and any other               evidence as the Registrar or Transfer Agent may reasonably require. In the case of a               transfer of part only of a holding of Registered Notes represented by one Certificate, a               new Certificate shall be issued to the transferee in respect of the part transferred and a               further new Certificate in respect of the balance of the holding not transferred shall be               issued to the transferor. All transfers of Notes and entries on the Register will be made               subject to  the  detailed  regulations  concerning  transfers  of  Notes  scheduled  to  the               Agency  Agreement.  The  regulations  may  be  changed  by  the  Issuers,  with  the  prior               written approval of the Registrar and the Note Trustee. A copy of the current regulations               will be made available by the Registrar to any Noteholder upon request.         (c)    Exercise of Options or Partial Redemption in Respect of Registered Notes: In the               case of an exercise of a Relevant Issuer’s or Noteholders’ option in respect of, or a                                             76  EU-DOCS\28920910.8 





 






                partial redemption of, a holding of Registered Notes represented by a single Certificate,               a new Certificate shall be issued to the holder to reflect the exercise of such option or               in respect of the balance of the holding not redeemed. In the case of a partial exercise               of an option resulting in Registered Notes of the same holding having different terms,               separate Certificates shall be issued in respect of those Notes of that holding that have               the same terms. New Certificates shall only be issued against surrender of the existing               Certificates  to  the  Registrar  or  any  Transfer  Agent.  In  the  case  of  a  transfer  of               Registered  Notes  to  a  person  who  is  already  a  holder  of  Registered  Notes,  a  new               Certificate representing the enlarged holding shall only be issued against surrender of               the Certificate representing the existing holding.         (d)    Delivery of New Certificates: Each new Certificate to be issued pursuant to Conditions               2(b) (Transfer of Registered Notes) or 2(c) (Exercise of Options or Partial Redemption               in Respect of Registered Notes) shall be available for delivery within three business               days of receipt of the form of transfer or Exercise Notice (as defined in Condition 6(h)               (Redemption  at  the  Option  of  Noteholders))  and  surrender  of  the  Certificate  for               exchange. Delivery of the new Certificate(s) shall be made at the specified office of the               Transfer Agent or of the Registrar (as the case may be) to whom delivery or surrender               of such form of transfer, Exercise Notice or Certificate shall have been made or, at the               option of the holder making such delivery or surrender as aforesaid and as specified in               the relevant form of transfer, Exercise Notice or otherwise in writing, be mailed by               uninsured post at the risk of the holder entitled to the new Certificate to such address               as may be so specified, unless such holder requests otherwise and pays in advance to               the relevant Transfer Agent the costs of such other method of delivery and/or such               insurance  as  it  may  specify.  In  this  Condition 2(d) (Delivery  of  New Certificates),               business day means a day, other than a Saturday or Sunday, on which banks are open               for business in the place of the specified office of the relevant Transfer Agent or the               Registrar (as the case may be).         (e)    Transfers Free of Charge: Transfers of Notes and Certificates on registration, transfer,               exercise of an option or partial redemption shall be effected without charge by or on               behalf of the Relevant Issuer, the Registrar or the Transfer Agents, but upon payment               of any tax or other governmental charges that may be imposed in relation to it (or the               giving of such indemnity as the Registrar or the relevant Transfer Agent may require).         (f)    Closed Periods: No Noteholder may require the transfer of a Registered Note to be               registered (i) during the period of 15 days ending on the due date for redemption of that               Note, (ii) during the period of 15 days prior to any date on which Notes may be called               for  redemption  by  the  Relevant  Issuer  at  its  option  pursuant  to  Conditions  6(e)               (Redemption at the Option of the Relevant Issuer), (f) (Pre-Maturity Call Option by the               Issuer) or (g) (Clean-up Call Option by the Issuer), (iii) after any such Note has been               called for redemption or (iv) during the period of seven days ending on (and including)               any Record Date.   3.    Status         The Notes and the Coupons relating to them constitute (subject to Condition 4 (Negative Pledge        and Restriction  on  Distribution of  Dividends))  direct,  general,  unconditional  and  unsecured        obligations of the Issuers and shall at all times rank pari passu and without any preference        among themselves. The payment obligations of the Issuers under the Notes and the Coupons        relating to them shall, save for such exceptions as may be provided by applicable legislation        and subject to Condition 4 (Negative Pledge and Restriction on Distribution of Dividends), at        all times rank at least equally with all other unsecured and unsubordinated indebtedness of the        Issuers present and future.                                              77  EU-DOCS\28920910.8 





 






   4.    Negative Pledge and Restriction on Distribution of Dividends         (a)    Negative Pledge: So long as any Note or Coupon remains outstanding (as defined in               the  Trust  Deed),  the  Relevant  Issuer  will  ensure  that  no  Relevant  Indebtedness  (as               defined below) of the Relevant Issuer and no guarantee by the Relevant Issuer of any               Relevant Indebtedness of any person will be secured by a mortgage, charge, lien, pledge               or other security interest (each a Security Interest) upon, or with respect to, any of the               present  or  future  business,  undertaking,  assets  or  revenues  (including  any uncalled               capital) of the Relevant Issuer unless the Relevant Issuer, before or at the same time as               the creation of the Security Interest, takes any and all action necessary to ensure that:                (i)   all amounts payable by the Relevant Issuer under the Notes, the Coupons and                     the Trust Deed are secured equally and rateably with the Relevant Indebtedness                     or guarantee, as the case may be, by the same Security Interest, in each case to                     the satisfaction of the Note Trustee; or                (ii)  such other Security Interest or guarantee or other arrangement (whether or not                     including the giving of a Security Interest) is provided in respect of all amounts                     payable by the Relevant Issuer under the Notes, the Coupons and the Trust                     Deed either (A) as the Note Trustee shall in its absolute discretion deem not                     materially less beneficial to the interests of the Noteholders or (B) as shall be                     approved by an Extraordinary Resolution (as defined in the Trust Deed) of the                     Noteholders.         (b)    Restriction on distribution of dividends: So long as any Note or Coupon remains               outstanding (as defined in the Trust Deed), the Relevant Issuer shall not at any time               declare or make a distribution (as defined in Section 1000 of the Corporation Tax Act               2010) or grant a loan or any other credit facility to any of its shareholders unless (1)               immediately  following  the  occurrence  of  any  such  event,  the  Net  Debt  (as  defined               below) at such time would not exceed 85 per cent. of the Regulatory Asset Base (as               defined below) relating to the year in which the relevant distribution or grant was first               declared or made; and (2) written certification thereof, signed by two directors of the               Relevant Issuer, has been provided to the Note Trustee on or prior to such distribution               or grant. Such certification may be relied upon by the Note Trustee without further               enquiry or evidence and, if relied upon by the Note Trustee, shall be conclusive and               binding on all parties whether or not addressed to each such party.         (c)    Definitions: In this Condition:                borrowed money means (i) money borrowed, (ii) liabilities under or in respect of any               acceptance or acceptance credit or (iii) any notes, bonds, debentures, debenture stock,               loan stock or other securities offered, issued or distributed whether by way of public               offer, private placing, acquisition consideration or otherwise and whether issued for               cash or in whole or in part for a consideration other than cash.                Net Debt at any time, means the aggregate amount of all indebtedness for borrowed               money of the Relevant Issuer at such time less the aggregate of:                (i)    amounts  credited  to  current  accounts  or  deposits  and  certificates  of  deposit                      (with a term not exceeding three months) at, or issued by, any bank, building                      society or other financial institution;                (ii)   cash in hand;                (iii)  the lower of book and market value (calculated, where relevant, by reference                      to their bid price) of gilts issued by the United Kingdom Government; and                                             78  EU-DOCS\28920910.8 





 






                (iv)   subordinated intra-group items, loans from Affiliates (as defined in Condition                      8 (Definitions) below) and shareholder loans,                in each case beneficially owned by the Relevant Issuer and in each case so that no               amount shall be included or excluded more than once.                Regulatory Asset Base means in respect of any year, the regulatory asset base of the               Relevant  Issuer  most  recently  published  and  as  last  determined  and  notified  to  the               Relevant  Issuer  in  respect  of  such  year  by  the  Great  Britain  Office  of  the  Gas  and               Electricity Markets (Ofgem) or any successor of Ofgem (interpolated as necessary and               adjusted for additions to the regulatory asset base of the Relevant Issuer and adjusted               as appropriate for out-term inflation/regulatory depreciation in respect of the Relevant               Issuer).                Relevant Indebtedness means:                (i)    any present or future indebtedness (whether being principal, premium, interest                      or other amounts) in the form of or represented by bonds, notes, debentures,                      debenture stock, loan stock or other securities, whether issued for cash or in                      whole  or  in  part  for  a  consideration  other  than  cash,  and  which  are  or  are                      capable of being quoted, listed or ordinarily dealt in on any stock exchange or                      recognised over-the-counter or other securities market;                (ii)   monies borrowed or raised from, or any acceptance credit opened by, a bank,                      building society or other financial institution; and                (iii)  any leasing or hire purchase agreement which would be treated as a finance                      lease in the accounts of the relevant person.                Any  reference  to  an  obligation  being  “guaranteed”  shall  include  a  reference  to  an               indemnity being given in respect of that obligation.   5.    Interest and other Calculations         (a)    Interest on Fixed Rate Notes: Each Fixed Rate Note bears interest on its outstanding               nominal  amount  from  the  Interest  Commencement  Date  at  the  rate  per  annum               (expressed as a percentage) equal to the Rate of Interest, such interest being payable in               arrear  on  each  Interest  Payment  Date.  The  amount  of  interest  payable  shall  be               determined in accordance with Condition 5(f) (Calculations).         (b)    Interest on Floating Rate Notes:                (i)   Interest  Payment  Dates:  Each  Floating  Rate  Note  bears  interest  on  its                     outstanding nominal amount from the Interest Commencement Date at the rate                     per  annum  (expressed  as  a  percentage)  equal  to  the  Rate  of  Interest,  such                     interest being payable in arrear on each Interest Payment Date. The amount of                     interest  payable  shall  be  determined  in  accordance  with  Condition 5(f)                     (Calculations). Such Interest Payment Date(s) is/are either shown in the Final                     Terms as Specified Interest Payment Dates or, if no Specified Interest Payment                     Date(s) is/are shown in the Final Terms, Interest Payment Date shall mean each                     date which falls the number of months or other period shown in the Final Terms                     as the Interest Period after the preceding Interest Payment Date or, in the case                     of the first Interest Payment Date, after the Interest Commencement Date.                (ii)  Business Day Convention: If any date referred to in these Conditions that is                     specified  to  be  subject  to  adjustment  in  accordance  with  a  Business  Day                                             79  EU-DOCS\28920910.8 





 






                      Convention would otherwise fall on a day that is not a Business Day, then, if                     the Business Day Convention specified is (A) the Floating Rate Business Day                     Convention, such date shall be postponed to the next day that is a Business Day                     unless it would thereby fall into the next calendar month, in which event (x)                     such date shall be brought forward to the immediately preceding Business Day                     and (y) each subsequent such date shall be the last Business Day of the month                     in which such date would have fallen had it not been subject to adjustment, (B)                     the Following Business Day Convention, such date shall be postponed to the                     next  day  that  is  a  Business  Day,  (C)  the  Modified  Following  Business  Day                     Convention, such date shall be postponed to the next day that is a Business Day                     unless it would thereby fall into the next calendar month, in which event such                     date shall be brought forward to the immediately preceding Business Day or                     (D)  the  Preceding  Business  Day  Convention,  such  date  shall  be  brought                     forward to the immediately preceding Business Day.                (iii) Rate  of  Interest  for  Floating  Rate  Notes: The  Rate  of  Interest  in  respect  of                     Floating Rate Notes for each Interest Accrual Period shall be determined in the                     manner specified in the Final Terms and the provisions below relating to either                     ISDA  Determination  or  Screen  Rate  Determination  shall  apply,  depending                     upon which is specified in the Final Terms.                      (A)    ISDA Determination for Floating Rate Notes                             Where  ISDA  Determination  is  specified  in  the  Final  Terms  as  the                            manner in which the Rate of Interest is to be determined, the Rate of                            Interest for  each  Interest  Accrual  Period  shall  be  determined  by  the                            Calculation Agent as a rate equal to the relevant ISDA Rate. For the                            purposes of this sub-paragraph (A), ISDA Rate for an Interest Accrual                            Period means a rate equal to the Floating Rate that would be determined                            by the Calculation Agent under a Swap Transaction under the terms of                            an agreement incorporating the ISDA Definitions and under which:                             (x)    the Floating Rate Option is as specified in the relevant Final                                   Terms;                             (y)    the Designated Maturity is a period specified in the relevant                                   Final Terms; and                             (z)    the relevant Reset Date is the first day of that Interest Accrual                                   Period unless otherwise specified in the relevant Final Terms.                             For  the  purposes  of  this  sub-paragraph (A), Floating  Rate,                            Calculation  Agent, Floating  Rate  Option, Designated  Maturity,                            Reset Date and Swap Transaction have the meanings given to those                            terms in the ISDA Definitions.                      (B)    Screen Rate Determination for Floating Rate Notes                             (x)    Where  Screen  Rate  Determination  is  specified  in  the  Final                                   Terms  as  the  manner  in  which  the  Rate  of  Interest  is  to  be                                   determined,  the  Rate  of  Interest  for  each  Interest  Accrual                                   Period will, subject as provided below, be either:                                    (1)   the offered quotation; or                                    (2)   the arithmetic mean of the offered quotations,                                             80  EU-DOCS\28920910.8 





 






                                    (expressed as a percentage rate per annum) for the Reference                                   Rate (being either LIBOR or EURIBOR, as specified in the                                   applicable Final Terms) which appears or appear, as the case                                   may be, on the Relevant Screen Page as at either 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                                   as determined by the Calculation 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 Calculation Agent for the purpose                                   of determining the arithmetic mean of such offered quotations.                                    If the Reference Rate from time to time in respect of Floating                                   Rate Notes is specified in the Final Terms as being other than                                   LIBOR or EURIBOR, the Rate of Interest in respect of such                                   Notes will be determined as provided in the Final Terms;                             (y)    if the Relevant Screen Page is not available, or if sub-paragraph                                   (x)(1) applies  and  no  such  offered  quotation  appears  on  the                                   Relevant Screen Page or if sub paragraph (x)(2) above applies                                   and  fewer  than  three  such  offered  quotations  appear  on  the                                   Relevant  Screen  Page  in  each  case  as  at  the  time  specified                                   above, subject as provided below, the Calculation Agent shall                                   request, if the Reference Rate is LIBOR, the principal London                                   office of each of the Reference Banks (as defined below) or, if                                   the  Reference  Rate  is  EURIBOR,  the  principal  Euro-zone                                   office  of  each  of  the  Reference  Banks,  to  provide  the                                   Calculation Agent with its offered quotation (expressed as a                                   percentage  rate  per  annum)  for the Reference Rate 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  Interest                                   Determination  Date  in  question.  If  two  or  more  of  the                                   Reference  Banks  provide  the  Calculation  Agent  with  such                                   offered  quotations,  the  Rate  of  Interest  for  such  Interest                                   Accrual Period shall be the arithmetic mean of such offered                                   quotations as determined by the Calculation Agent; and                             (z)    if  paragraph (y)  above applies  and  the  Calculation  Agent                                   determines that fewer than two Reference Banks are providing                                   offered  quotations,  subject  as  provided  below,  the  Rate  of                                   Interest shall be the arithmetic  mean of the rates per annum                                   (expressed  as  a  percentage)  as  communicated  to  (and  at the                                   request of) the Calculation Agent by the Reference Banks or                                   any two or more of them, at which such banks were offered, 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,  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                                             81  EU-DOCS\28920910.8 





 






                                    market,  as  the  case  may  be,  or,  if  fewer  than  two  of  the                                   Reference  Banks  provide  the  Calculation  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 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 Note Trustee and                                   the  Relevant  Issuer  suitable  for  such  purpose)  informs  the                                   Calculation  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, 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 or Maximum or                                   Minimum  Rate  of  Interest  is  to  be  applied  to  the  relevant                                   Interest  Accrual  Period  from  that  which  applied  to  the  last                                   preceding Interest Accrual Period, the Margin or Maximum or                                   Minimum  Rate  of  Interest  relating  to  the  relevant  Interest                                   Accrual  Period,  in  place  of  the  Margin  or  Maximum  or                                   Minimum  Rate  of  Interest  relating  to  that  last  preceding                                   Interest Accrual Period).                      (C)    Benchmark Replacement: In addition, notwithstanding the provisions                            above  in  this  Condition  5(b)(iii)  (Rate  of  Interest  for  Floating  Rate                            Notes), if the Relevant Issuer determines that a Benchmark Event (as                            defined below) has occurred, then the following provisions shall apply:                             (x)    the Relevant Issuer shall use reasonable endeavours to appoint,                                   as soon as reasonably practicable, an Independent Adviser to                                   determine  (acting  in  good  faith  and  in  a  commercially                                   reasonable manner), no later than 5 Business Days prior to the                                   relevant  Interest  Determination  Date  relating  to  the  next                                   succeeding  Interest  Accrual  Period  (the IA  Determination                                   Cut-off  Date),  a  Successor  Rate  (as  defined  below)  or,                                   alternatively,  if  there  is  no  Successor  Rate,  an  Alternative                                   Reference Rate (as defined below) for purposes of determining                                   the Rate of Interest (or the relevant component part thereof)                                   applicable  to  the  Floating  Rate Notes.  In  making  such                                   determination, an Independent Adviser appointed pursuant to                                   this Condition shall act in good faith and in a commercially                                   reasonable manner. In the absence of bad faith or fraud, the                                   Independent Adviser shall have no liability whatsoever to the                                   Issuer, the Note Trustee, the Paying Agents, the Noteholders or                                   the Couponholders for any determination made by it pursuant                                   to this Condition;                             (y)    if  the  Relevant  Issuer  is  unable  to  appoint  an  Independent                                   Adviser,  or  the  Independent  Adviser  appointed  by it  fails  to                                             82  EU-DOCS\28920910.8 





 






                                    determine a Successor Rate or an Alternative Reference Rate                                   prior to the IA Determination Cut-off Date, the Relevant Issuer                                   (acting in good faith and in a commercially reasonable manner)                                   may determine a Successor Rate or, if there is no Successor                                   Rate, an Alternative Reference Rate;                             (z)    if a Successor Rate or, failing which, an Alternative Reference                                   Rate  (as  applicable)  is  determined  in  accordance  with  the                                   preceding provisions, such Successor Rate or, failing which, an                                   Alternative  Reference  Rate  (as  applicable)  shall  be  the                                   Reference Rate for each of the future Interest Accrual Periods                                   (subject to the subsequent operation of, and to adjustment as                                   provided  in,  this  Condition  5(b)(iii)(C)  (Benchmark                                   Replacement));  provided,  however,  that  if  sub-paragraph  (y)                                   applies  and  the  Relevant  Issuer  is  unable  to  or  does  not                                   determine a Successor Rate or an Alternative Reference Rate                                   prior to the relevant Interest Determination Date, the Rate of                                   Interest  applicable  to  the  next  succeeding  Interest  Accrual                                   Period shall be equal to the Rate of Interest last determined in                                   relation to the Floating Rate Notes in respect of the preceding                                   Interest Accrual Period (or alternatively, if there has not been                                   a first Interest Payment Date, the rate of interest shall be the                                   initial  Rate  of  Interest)  (subject,  where  applicable,  to                                   substituting the Margin that applied to such preceding Interest                                   Accrual  Period  for  the  Margin  that  is  to  be  applied  to  the                                   relevant Interest Accrual Period. Where a different Margin or                                   Maximum or Minimum Rate of Interest is to be applied to the                                   relevant  Interest  Period  from  that  which  applied to  the  last                                   preceding  Interest  Period,  the  Margin  or  Maximum  or                                   Minimum  Rate  of  Interest  relating  to  the  relevant  Interest                                   Period shall be substituted in place of the Margin or Maximum                                   or  Minimum  Rate  of  Interest  relating  to  that  last  preceding                                   Interest Period); for the avoidance of doubt, the proviso in this                                   sub-paragraph (z) shall apply to the relevant Interest Accrual                                   Period only and any subsequent Interest Accrual Periods are                                   subject to  the  subsequent operation  of,  and to adjustment  as                                   provided  in,  this  Condition  5(b)(iii)(C)  (Benchmark                                   Replacement);                             (aa)   if the Independent Adviser or the Relevant Issuer determines a                                   Successor  Rate  or,  failing  which,  an  Alternative  Reference                                   Rate (as applicable) in accordance with the above provisions,                                   the Independent Adviser or the Relevant Issuer (as applicable),                                   may also specify changes to these Conditions, including but not                                   limited  to  the  Day  Count  Fraction,  Relevant  Screen  Page,                                   Business  Day  Convention,  Business  Days,  Interest                                   Determination  Date,  Reset Date  and/or  the  definition  of                                   Reference Rate applicable to the Floating Rate Notes, and the                                   method  for  determining  the  fallback  rate  in  relation  to  the                                   Floating  Rate  Notes,  in  order  to  follow  market  practice  in                                   relation  to  the  Successor  Rate  or  the  Alternative  Reference                                   Rate  (as  applicable).  If  the  Independent  Adviser  (in                                   consultation with the Relevant Issuer) or the Relevant Issuer                                   (as  applicable),  determines  that  an  Adjustment  Spread  (as                                   defined below) is required to be applied to the Successor Rate                                             83  EU-DOCS\28920910.8 





 






                                    or  the  Alternative  Reference  Rate  (as  applicable)  and                                   determines the quantum of, or a formula or methodology for                                   determining, such Adjustment Spread, then such Adjustment                                   Spread shall be applied to the Successor Rate or the Alternative                                   Reference Rate (as applicable). If the Independent Adviser or                                   the Relevant Issuer (as applicable) is unable to determine the                                   quantum of, or a formula or methodology for determining, such                                   Adjustment Spread, then such Successor Rate or Alternative                                   Reference  Rate  (as  applicable)  will apply  without  an                                   Adjustment  Spread.  For  the  avoidance  of  doubt,  the  Note                                   Trustee and the Issuing and Paying Agent shall, at the expense                                   of the Issuer, concur with the Relevant Issuer in effecting such                                   consequential  amendments  to  the  Trust  Deed,  the  Agency                                   Agreement and these Conditions as may be required in order to                                   give  effect  to  this  Condition  5(b)(iii)(C)  (Benchmark                                   Replacement)  (the Benchmark  Amendments).  Noteholder                                   consent shall not be required in connection with effecting the                                   Successor Rate or Alternative Reference Rate (as applicable)                                   or the Benchmark Amendments, including for the execution of                                   any documents or other steps by the Note Trustee or the Issuing                                   and  Paying  Agent  in  connection  therewith  (if  required)                                   regardless of whether or not the effecting of the Successor Rate                                   or  Alternative  Reference  Rate  (as  applicable)  or  the                                   Benchmark Amendments constitutes one or more of the items                                   specified in Condition 13(a) (Meetings of Noteholders).                             (bb)   Notwithstanding  any  other  provision  of  this  Condition                                   5(b)(iii)(C)  (Benchmark  Replacement),  neither  the  Note                                   Trustee nor the Issuing and Paying Agent shall be obliged to                                   agree  to  any  amendments  (including  any  Benchmark                                   Amendments)  pursuant  to  this  Condition  5(b)(iii)(C)                                   (Benchmark  Replacement)  which,  in  the  sole  opinion  of  the                                   Note Trustee or the Issuing and Paying Agent (as applicable)                                   would have the effect of (i) exposing the Note Trustee or the                                   Issuing  and  Paying  Agent  (as  applicable)  to  any  liability                                   against  which  it  has  not  been  indemnified  and/or  secured                                   and/or  prefunded  to  its  satisfaction  or  (ii)  increasing  the                                   obligations or duties, or decreasing the rights or protections, of                                   the  Note  Trustee  or  the  Issuing  and  Paying  Agent  (as                                   applicable) in the Trust Deed, the Agency Agreement and/or                                   these Conditions.                             (cc)   The  Relevant  Issuer  shall  promptly,  following  the                                   determination of any Successor Rate or Alternative Reference                                   Rate (as applicable), give notice thereof to the Note Trustee,                                   the Issuing and Paying Agent and the Noteholders, which shall                                   specify  the  effective  date(s)  for  such  Successor  Rate  or                                   Alternative  Reference  Rate  (as  applicable)  and  any                                   consequential changes made to these Conditions.                             (dd)   No later than notifying the Note Trustee and the Issuing and                                   Paying Agent of the same, the Relevant Issuer shall deliver to                                   each of the Note Trustee and the Issuing and Paying Agent a                                   certificate (on which each of the Note Trustee and the Issuing                                   and  Paying  Agent  shall  be  entitled  to  rely  without  further                                             84  EU-DOCS\28920910.8 





 






                                    enquiry or liability) signed by two authorised signatories of the                                   Issuer:                                    I.    confirming (i) that a Benchmark Event has occurred,                                         (ii) the Successor Rate or, as applicable, the Alternative                                         Reference  Rate  and  (iii)  where  applicable,  any                                         Adjustment  Spread  and/or  the  specific  terms  of  any                                         Benchmark Amendments, in each case as determined                                         in  accordance  with  the  provisions  of  this  Condition                                         5(b)(iii)(C) (Benchmark Replacement);                                     II.   certifying  that  the  Benchmark  Amendments  (i)  are                                         necessary  to  ensure  that  proper  operation  of  such                                         Successor Rate or Alternative Reference Rate and/or                                         Adjustment  Spread  and  (ii)  in  each  case,  have  been                                         drafted solely to such effect; and                                    III.  certifying  that  (i)  the  Relevant  Issuer  has  duly                                         consulted with an Independent Adviser with respect to                                         each of the matters above or, if that is not the case (ii)                                         explaining,  in  reasonable  detail,  why  the  Relevant                                         Issuer has not done so.                              For  the  purposes  of  this  Condition  5(b)(iii)(C)  (Benchmark                             Replacement):                               Adjustment  Spread means  a  spread  (which  may  be  positive  or                              negative) or formula or methodology for calculating a spread, which                              the Independent Adviser (in consultation with the Relevant Issuer) or                              the Relevant Issuer acting reasonably (as applicable), determines is                              required  to  be  applied  to  the  Successor Rate  or  the  Alternative                              Reference Rate (as applicable) in order to reduce or eliminate, to the                              extent  reasonably  practicable  in  the  circumstances,  any  economic                              prejudice or benefit (as applicable) to holders of Floating Rate Notes                              as  a  result  of  the  replacement  of  the  Reference  Rate  with  the                              Successor Rate or the Alternative Reference Rate (as applicable) and                              is the spread, formula or methodology which:                             (i)    in the case of a Successor Rate, is formally recommended in                                   relation  to  the  replacement  of  the  Reference  Rate  with  the                                   Successor Rate by any Relevant Nominating Body (as defined                                   below); or                             (ii)   in  the  case  of  a  Successor  Rate  for  which  no  such                                   recommendation has been made or in the case of an Alternative                                   Reference Rate, the Independent Adviser (in consultation with                                   the  Relevant  Issuer)  or  the  Relevant  Issuer  (as  applicable)                                   determines  is  recognised  or  acknowledged  as  being  in                                   customary market usage in international debt capital markets                                   transactions which reference the Reference Rate, where such                                   rate has been replaced by the Successor Rate or the Alternative                                   Reference Rate (as applicable); or                             (iii)  if  no  such  customary  market  usage  is  recognised  or                                   acknowledged, the Independent Adviser (in consultation with                                   the Relevant Issuer) or the Relevant Issuer in its discretion (as                                             85  EU-DOCS\28920910.8 





 






                                    applicable),  determines  (acting  in  good  faith  and  in  a                                   commercially reasonable manner) to be appropriate.                             Alternative  Reference  Rate means  the  rate  that  the  Independent                            Adviser or the Relevant Issuer (as applicable) determines has replaced                            the  relevant  Reference  Rate  in  customary  market  usage  in  the                            international debt capital markets for the purposes of determining rates                            of interest in respect of bonds denominated in the Specified Currency                            and of a comparable duration to the relevant Interest Accrual Period,                            or, if the Independent Adviser or the Relevant Issuer (as applicable)                            determines that there is no such rate, such other rate as the Independent                            Adviser  or  the  Relevant  Issuer  (as  applicable)  determines  in  its                            discretion  (acting  in  good  faith  and  in  a  commercially  reasonable                            manner) is most comparable to the relevant Reference Rate.                             Benchmark Event means:                             (i)    the Original Reference Rate ceasing be published for a period                                   of at least 5 Business Days or ceasing to exist; or                             (ii)   the  later  of  (a)  the  making  of  a  public  statement  by  the                                   administrator of the Original Reference Rate that it has ceased                                   or  will  (on  or  before  a  specified  date)  cease  publishing  the                                   Original  Reference  Rate  permanently  or indefinitely  (in                                   circumstances  where  no  successor  administrator  has  been                                   appointed  that  will  continue  publication  of  the  Original                                   Reference Rate) and (b) the date falling six months prior to the                                   date specified in (a); or                             (iii)  the  later  of  (a)  the  making  of  a  public  statement  by  the                                   supervisor of the administrator of the Original Reference Rate,                                   that the Original Reference Rate has been or will (on or before                                   a specified date) be permanently or indefinitely discontinued                                   and (b) the date falling six months prior to the date specified in                                   (a); or                             (iv)   the  later  of  (a)  the  making  of  a  public  statement  by  the                                   supervisor of the administrator of the Original Reference Rate                                   as a consequence of which the Original Reference Rate will (on                                   or before a specified date) be prohibited from being used either                                   generally, or in respect of the Notes and (b) the date falling six                                   months prior to the date specified in (a); or                             (v)    the  making  of  a  public  statement  by  the  supervisor  of  the                                   administrator of the Original Reference Rate that the Original                                   Reference  Rate  is  no  longer  representative  of  its  relevant                                   underlying market; or                             (vi)   it has or will become unlawful for the Agents or the Relevant                                   Issuer  to  calculate  any  payments  due  to  be  made  to  any                                   Noteholders using the Original Reference Rate.                             Independent Adviser means an independent financial institution of                            international repute or other independent financial adviser experienced                            in the international debt capital markets, in each case appointed by the                                             86  EU-DOCS\28920910.8 





 






                             Relevant  Issuer  at  its  own  expense  and  the  identity  of  which  is                            approved by the Note Trustee.                             Original Reference Rate means the originally-specified benchmark or                            screen rate (as applicable) used to determine the Rate of Interest (or                            any component part thereof) on the Notes or, if applicable, any other                            successor  or  alternative  rate  (or  any  component  part  thereof)                            determined and applicable to the Notes pursuant to the earlier operation                            of this Condition 5(b)(iii)(C) (Benchmark Replacement).                             Relevant Nominating Body means, in respect of a Reference Rate:                             (i)    the central bank for the currency to which the Reference Rate                                   relates,  or  any  central  bank  or  other  supervisory  authority                                   which is responsible for supervising the administrator of the                                   Reference Rate; or                             (ii)   any working group or committee sponsored by, chaired or co-                                   chaired by or constituted at the request of (A) the central bank                                   for the currency to which the Reference Rate relates, (B) any                                   central  bank  or  other  supervisory  authority  which  is                                   responsible for supervising the administrator of the Reference                                   Rate  or  (C)  a  group  of  the  aforementioned  central  banks  or                                   other supervisory authorities.                             Successor  Rate means  the  rate  that  the  Independent  Adviser  or  the                            Relevant  Issuer  (as  applicable),  each  acting  in  good  faith  and  in  a                            commercially  reasonable  manner,  determines  is  a  successor  to  or                            replacement of the Reference Rate which is formally recommended by                            any Relevant Nominating Body.         (c)    Zero Coupon Notes: Where a Note the Interest Basis of which is specified to be zero               coupon is repayable prior to the Maturity Date and is not paid when due, the amount               due and payable prior to the Maturity Date shall be the Early Redemption Amount of               such Note. As from the Maturity Date, the Rate of Interest for any overdue principal of               such  a  Note  shall  be  a  rate  per  annum  (expressed  as  a  percentage)  equal  to  the               Amortisation Yield (as described in Condition 6(b)(i) (Early Redemption)).         (d)    Accrual of Interest: Interest shall cease to accrue on each Note on the due date for               redemption unless, upon due presentation, payment is improperly withheld or refused,               in which event interest shall continue to accrue (both before and after judgment) at the               Rate  of  Interest  in  the  manner  provided  in  this  Condition 5 (Interest  and  other               Calculations) to the Relevant Date (as defined in Condition 10 (Taxation)).         (e)    Margin,  Maximum/Minimum  Rates  of  Interest,  Redemption  Amounts  and               Rounding:                (i)   If any Margin is specified in the Final Terms (either (x) generally, or (y) in                     relation to one or more Interest Accrual Periods), an adjustment shall be made                     to all Rates of Interest, in the case of (x), or the Rates of Interest for the specified                     Interest  Accrual  Periods,  in  the  case  of  (y),  calculated  in  accordance  with                     Condition 5(b) (Interest on Floating Rate Notes) above by adding (if a positive                     number)  or  subtracting  the  absolute  value  (if  a  negative  number)  of  such                     Margin, subject always to the next paragraph.                                             87  EU-DOCS\28920910.8 





 






                (ii)  If  any  Maximum  or  Minimum  Rate  of  Interest  or  Redemption  Amount  is                     specified in the Final Terms, then any Rate of Interest or Redemption Amount                     shall be subject to such maximum or minimum, as the case may be.                (iii) For  the  purposes  of  any  calculations  required  pursuant  to  these  Conditions                     (unless  otherwise  specified),  (x) all  percentages  resulting  from  such                     calculations  shall  be  rounded,  if  necessary,  to  the  nearest  one  hundred-                    thousandth of a percentage point (with halves being rounded up), (y) all figures                     shall be rounded to seven significant figures (with halves being rounded up)                     and (z) all currency amounts that fall due and payable shall be rounded to the                     nearest unit of such currency (with halves being rounded up), save in the case                     of yen, which shall be rounded down to the nearest yen. For these purposes unit                     means the lowest amount of such currency that is available as legal tender in                     the countries of such currency.         (f)    Calculations: The amount of interest payable per Calculation Amount in respect of any               Note for any Interest Accrual Period shall be equal to the product of the Rate of Interest,               the Calculation Amount specified in the Final Terms, and the Day Count Fraction for               such  Interest  Accrual  Period,  unless  an  Interest  Amount  (or  a  formula  for  its               calculation) is applicable to such Interest Accrual Period, in which case the amount of               interest  payable  per  Calculation  Amount  in  respect  of  such  Note  for  such  Interest               Accrual Period shall equal such Interest Amount (or be calculated in accordance with               such  formula).  Where  any  Interest  Period  comprises  two  or  more  Interest  Accrual               Periods,  the  amount  of  interest  payable  per  Calculation  Amount  in  respect  of  such               Interest Period shall be the sum of the Interest Amounts payable in respect of each of               those  Interest  Accrual  Periods.  In  respect  of  any  other  period  for  which  interest  is               required to be calculated, the provisions above shall apply save that the Day Count               Fraction shall be for the period for which interest is required to be calculated.         (g)    Determination  and  Publication  of  Rates  of  Interest,  Interest  Amounts,  Final               Redemption  Amounts,  Early  Redemption  Amounts  and  Optional  Redemption               Amounts:  The  Calculation  Agent  shall,  as  soon  as  practicable  on  each  Interest               Determination Date, or such other time on such date as the Calculation Agent may be               required  to  calculate  any  rate  or  amount,  obtain  any  quotation  or  make  any               determination or calculation, determine such rate and calculate the Interest Amounts in               respect  of  each  denomination  of  the  Notes  for  the  relevant  Interest  Accrual  Period,               Interest Period or Interest Payment Date calculate the Final Redemption Amount, Early               Redemption Amount or Optional Redemption Amount, obtain such quotation and/or               make  such  determination  or  calculation,  as the  case  may  be,  and  cause the  Rate of               Interest and the Interest Amounts for each Interest Accrual Period, Interest Period or               Interest  Payment  Date  and,  if  required,  the  relevant  Interest  Payment  Date  and, if               required to be calculated, the Final Redemption Amount, Early Redemption               Amount  or  Optional  Redemption  Amount  to  be  notified  to  the  Note  Trustee,  the               Relevant  Issuer,  each  of  the  Paying  Agents,  the  Noteholders,  any  other  Calculation               Agent appointed in respect of the Notes that is to make a further calculation upon receipt               of such information and, if the Notes are listed on a stock exchange and the rules of               such exchange or other relevant authority so require, such exchange or other relevant               authority as soon as possible after their determination but in no event later than (i) the               commencement of the relevant Interest Period, if determined prior to such time, in the               case of notification to such exchange of a Rate of Interest and Interest Amount, or (ii)               in all other cases, the fourth Business Day after such determination. Where any Interest               Payment Date or Interest Period Date is subject to adjustment pursuant to Condition               5(b)(ii) (Interest  on  Floating  Rate  Notes),  the  Interest  Amounts  and  the  Interest               Payment Date so published may subsequently be amended (or appropriate alternative               arrangements made with the consent of the Note Trustee by way of adjustment) without                                             88  EU-DOCS\28920910.8 





 






                notice in the event of an extension or shortening of the Interest Period. If the Notes               become due and payable under Condition 12 (Events of Default), the accrued interest               and the Rate of Interest payable in respect of the Notes shall nevertheless continue to               be calculated as previously in accordance with this Condition but no publication of the               Rate of Interest or the Interest Amount so calculated need be made unless the Note               Trustee otherwise requires. The determination of any rate or amount, the obtaining of               each quotation and the making of each determination or calculation by the Calculation               Agent(s) shall (in the absence of manifest error) be final and binding upon all parties.         (h)    Linear  Interpolation: Where  “Linear  Interpolation”  is  specified  as  applicable  in               respect of an Interest Period in the applicable Final Terms, the Rate of Interest for such               Interest  Period  shall  be  calculated  by  the  Calculation  Agent  by  straight  line  linear               interpolation by reference to two rates based on the relevant Reference Rate (where               Screen Rate Determination is specified as applicable in the applicable Final Terms) or               the relevant Floating Rate Option (where ISDA Determination is specified as applicable               in the applicable Final Terms), one of which shall be determined as if the Designated               Maturity were the period of time for which rates are available next shorter than the               length of the relevant Interest Period and the other of which shall be determined as if               the  Designated  Maturity  were  the  period  of  time  for  which  rates  are  available  next               longer than the length of the relevant Interest Period provided however that if there is               no rate available for a period of time next shorter or, as the case may be, next longer,               then the Calculation Agent shall determine such rate at such time and by reference to               such sources as it determines appropriate.         (i)    Determination or Calculation by Note Trustee: If the Calculation Agent does not at               any  time  for  any  reason  determine  or  calculate  the  Rate  of  Interest  for  an  Interest               Accrual Period or any Interest Amount, Final Redemption Amount, Early Redemption               Amount or Optional Redemption Amount, or take any action that it is required to do               pursuant to these Conditions, the Calculation Agent shall forthwith notify the Relevant               Issuer,  the  Note  Trustee  and  the  Issuing  and  Paying  Agent  and  the  Note  Trustee               (whether or not it receives such notice) shall do so (or shall appoint an agent on its               behalf to do so) and such determination or calculation shall be deemed to have been               made by the Calculation Agent. In doing so, the Note Trustee shall apply the foregoing               provisions  of  this  Condition,  with  any  necessary  consequential  amendments,  to  the               extent that, in its opinion, it can do so, and, in all other respects it shall do so in such               manner as it shall deem fair and reasonable in all the circumstances.         (j)    Definitions: In these Conditions, unless the context otherwise requires, the following               defined terms shall have the meanings set out below:                Business Day means:                (i)    in  the  case  of  a  currency  other  than  euro,  a  day  (other than  a  Saturday  or                      Sunday)  on  which  commercial  banks  and  foreign  exchange  markets  settle                      payments in the principal financial centre for such currency and in each (if any)                      Business Centre; and/or                (ii)   in  the  case  of  euro,  a  day  on  which  the  TARGET  System  is  operating  (a                      TARGET Business Day) and a day (other than a Saturday or a Sunday) on                      which commercial banks and foreign exchange markets settle payments in each                      (if any) Business Centre.                Day Count Fraction means, in respect of the calculation of an amount of interest on               any Note for any period of time (from and including the first day of such period to but               excluding the last) (whether or not constituting an Interest Period or an Interest Accrual               Period, the Calculation Period):                                             89  EU-DOCS\28920910.8 





 






                (i)    if Actual/Actual or Actual/Actual (ISDA) is specified in the Final Terms, the                      actual  number  of  days  in  the  Calculation  Period  divided  by  365  (or,  if  any                      portion of that Calculation Period falls in a leap year, the sum of (A) the actual                      number of days in that portion of the Calculation Period falling in a leap year                      divided  by  366  and  (B)  the  actual  number  of  days  in  that  portion  of  the                      Calculation Period falling in a non-leap year divided by 365);                (ii)   if Actual/365 (Fixed) is specified in the Final Terms, the actual number of days                      in the Calculation Period divided by 365;                (iii)  if Actual/365 (Sterling) is specified in the Final Terms, the actual number of                      days in the Calculation Period divided by 365 or, in the case of an Interest                      Period Date falling in a leap year, 366;                (iv)   if Actual/360 is specified in the Final Terms, the actual number of days in the                      Calculation Period divided by 360;                (v)    if 30/360, 360/360 or Bond Basis is specified in the Final Terms, the number                      of days in the Calculation Period divided by 360, calculated on a formula basis                      as follows:                                         [360x(Y −Y )]+[30x(M −M )+(D −D )]                    Day Count Fraction =    2  1       2  1   2  1                                                      360                    where:                      Y1 is the year, expressed as a number, in which the first day of the Calculation                     Period falls;                      Y2 is the year, expressed as a number, in which the day immediately following                     the last day included in the Calculation Period falls;                      M1 is the calendar month, expressed as a number, in which the first day of the                     Calculation Period falls;                      M2  is  the  calendar  month,  expressed  as  a  number,  in  which  the  day                     immediately following the last day included in the Calculation Period falls;                      D1 is the first calendar day, expressed as a number, of the Calculation Period,                     unless such number would be 31, in which case D1 will be 30; and                      D2 is the calendar day, expressed as a number, immediately following the last                     day included in the Calculation Period, unless such number would be 31 and                     D1 is greater than 29, in which case D2 will be 30;               (vi)   if 30E/360 or Eurobond Basis is specified in the Final Terms, the number of                      days in the Calculation Period divided by 360, calculated on a formula basis as                      follows:                                         [360x(Y −Y )]+[30x(M −M )+(D −D )]                    Day Count Fraction =    2  1       2  1   2  1                                                      360                     where:                      Y1 is the year, expressed as a number, in which the first day of the Calculation                     Period falls;                      Y2 is the year, expressed as a number, in which the day immediately following                     the last day included in the Calculation Period falls;                                             90  EU-DOCS\28920910.8 





 






                       M1 is the calendar month, expressed as a number, in which the first day of the                     Calculation Period falls;                      M2 is the calendar month, expressed as a number, in which the day immediately                     following the last day included in the Calculation Period falls;                      D1 is the first calendar day, expressed as a number, of the Calculation Period,                     unless such number would be 31, in which case D1 will be 30; and                      D2 is the calendar day, expressed as a number, immediately following the last                     day included in the Calculation Period, unless such number would be 31, in                     which case D2 will be 30;                (vii)  if 30E/360 (ISDA) is specified in the Final Terms, the number of days in                      the Calculation Period divided by 360, calculated on a formula basis as follows:                                         [360x(Y −Y )]+[30x(M −M )+(D −D )]                    Day Count Fraction =    2  1       2  1   2  1                                                      360                    where:                      Y1 is the year, expressed as a number, in which the first day of the Calculation                     Period falls;                      Y2 is the year, expressed as a number, in which the day immediately following                     the last day included in the Calculation Period falls;                      M1 is the calendar month, expressed as a number, in which the first day of the                     Calculation Period falls;                      M2 is the calendar month, expressed as a number, in which the day immediately                     following the last day included in the Calculation Period falls;                      D1 is the first calendar day, expressed as a number, of the Calculation Period,                     unless (i) that day is the last day of February or (ii) such number would be 31,                     in which case D1 will be 30; and                      D2 is the calendar day, expressed as a number, immediately following the last                     day included in the Calculation Period, unless (i) that day is the last day of                     February but not the Maturity Date or (ii) such number would be 31, in which                     case D2 will be 30;                (viii) if Actual/Actual-ICMA is specified in the Final Terms,                      (a)    if the Calculation Period is equal to or shorter than the Determination                            Period  during which  it  falls,  the  number  of  days  in  the  Calculation                            Period  divided  by  the  product  of  (x)  the  number  of  days  in  such                            Determination  Period  and  (y)  the  number  of  Determination  Periods                            normally ending in any year; and                      (b)    if the Calculation Period is longer than one Determination Period, the                            sum of:                             (x)    the number of days in such Calculation Period falling in the                                   Determination Period in which it begins divided by the product                                   of (1) the number of days in such Determination Period and (2)                                             91  EU-DOCS\28920910.8 





 






                                    the number of Determination Periods normally ending in any                                   year; and                             (y)    the number of days in such Calculation Period falling in the                                   next Determination Period divided by the product of (1) the                                   number  of  days  in  such  Determination  Period  and  (2)  the                                   number of Determination Periods normally ending in any year,                             where:                             Determination  Period means  the  period  from  and  including  a                            Determination  Date  in  any  year  to  but  excluding  the  next                            Determination Date; and                             Determination Date means the date(s) specified as such in the Final                            Terms or, if none is so specified, the Interest Payment Date(s).                Designated Maturity means, in relation to Screen Rate Determination, the period of               time designated in the Reference Rate.                Euro-zone means the region comprised of member states of the European Union that               adopt  the  single  currency  in  accordance  with  the  Treaty  establishing  the  European               Community, as amended.                Interest Accrual Period means the period beginning on (and including) the Interest               Commencement Date and ending on (but excluding) the first Interest Period Date and               each successive period beginning on (and including) an Interest Period Date and ending               on (but excluding) the next succeeding Interest Period Date.                Interest Amount means:                (i)    in  respect  of  an  Interest Accrual  Period,  the  amount  of  interest  payable  per                      Calculation Amount for that Interest Accrual Period and which, in the case of                      Fixed Rate Notes, and unless otherwise specified in the Final Terms, shall mean                      the Fixed Coupon Amount or Broken Amount specified in the Final Terms as                      being payable on the Interest Payment Date ending the Interest Period of which                      such Interest Accrual Period forms part; and                (ii)   in respect of any other period, the amount of interest payable per Calculation                      Amount for that period.                Interest Commencement Date means the Issue Date or such other date as may be               specified in the Final Terms.                Interest Determination Date means, with respect to a Rate of Interest and Interest               Accrual Period, the date specified as such in the Final Terms or, if none is so specified,               (i) the first day of such Interest Accrual Period if the Specified Currency is Sterling or               (ii) the day falling two Business Days in London for the Specified Currency prior to the               first day of such Interest Accrual Period if the Specified Currency is neither Sterling               nor euro or (iii) the day falling two TARGET Business Days prior to the first day of               such Interest Accrual Period if the Specified Currency is euro.                Interest Payment Date means the date or dates specified as such in, or determined in               accordance with the provisions of, the relevant Final Terms and, if a Business Day               Convention is specified in the relevant Final Terms, as (if so specified in the relevant                                             92  EU-DOCS\28920910.8 





 






                Final Terms and/or these Conditions) the same may be adjusted in accordance with the               relevant Business Day Convention.                Interest  Period means  the  period  beginning  on  and  including  the  Interest               Commencement Date and ending on but excluding the first Interest Payment Date and               each successive period beginning on and including an Interest Payment Date and ending               on but excluding the next succeeding Interest Payment Date.                Interest Period Date means each Interest Payment Date unless otherwise specified in               the Final Terms.                ISDA Definitions means the 2006 ISDA Definitions, as published by the International               Swaps and Derivatives Association, Inc.                Rate of Interest means the rate of interest payable from time to time in respect of this               Note and that is either specified or calculated in accordance with the provisions in the               Final Terms.                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 Calculation Agent or as               specified in the Final Terms.                 Reference  Rate means  the  rate  specified  as  such  in  the  Final  Terms  (being  either               LIBOR or EURIBOR or such Alternative Reference Rate or Successor Rate that is               applicable in accordance with Condition 5(b)(iii)(C) (Benchmark Replacement)).                Relevant Screen Page means such page, section, caption, column or other part of a               particular information service as may be specified in the Final Terms.                Specified Currency means the currency specified as such in the Final Terms or, if none               is specified, the currency in which the Notes are denominated.                TARGET System means the Trans-European Automated Real-Time Gross Settlement               Express Transfer (known as TARGET2) System or any successor thereto.         (k)    Calculation Agent: The Relevant Issuer shall procure that there shall at all times be               one or more Calculation Agents if provision is made for them in the Final Terms and               for so long as any Note is outstanding (as defined in the Trust Deed). Where more than               one  Calculation  Agent  is  appointed  in  respect  of  the  Notes,  references  in  these               Conditions  to  the  Calculation  Agent  shall  be  construed  as  each  Calculation  Agent               performing its respective duties under the Conditions. If the Calculation Agent is unable               or unwilling to act as such or if the Calculation Agent fails duly to establish the Rate of               Interest  for  an  Interest  Accrual  Period  or  to  calculate  any  Interest  Amount,  Final               Redemption Amount, Early Redemption Amount or Optional Redemption Amount, as               the case may be, or to comply with any other requirement, the Relevant Issuer shall               (with  the  prior  approval  of  the  Note  Trustee)  appoint  a  leading  bank  or  financial               institution engaged in the interbank market (or, if appropriate, money, swap or over-              the-counter index options market) that is most closely connected with the calculation               or  determination  to  be  made  by  the  Calculation  Agent  (acting  through  its  principal               London office or any other office actively involved in such market) to act as such in its               place. The Calculation Agent may not resign its duties without a successor having been               appointed as aforesaid.                                              93  EU-DOCS\28920910.8 





 






   6.    Redemption, Purchase and Options   (a)   Final Redemption:         Unless previously redeemed, purchased and cancelled as provided below, each Note shall be        finally redeemed on the Maturity Date specified in the Final Terms at its Final Redemption        Amount (which, unless otherwise provided in the Final Terms, is its nominal amount).   (b)   Early Redemption:         (i)    Zero Coupon Notes:                (A)   The Early Redemption Amount payable in respect of any Zero Coupon Note,                     the  Early  Redemption  Amount  of  which  is  not  linked  to  an  index  and/or  a                     formula, upon redemption of such Note pursuant to Condition 6(c) (Redemption                     for Taxation Reasons) or upon it becoming due and payable as provided in                     Condition 12 (Events of  Default)  shall  be  the  Amortised  Face  Amount                     (calculated as provided below) of such Note unless otherwise specified in the                     Final Terms.                (B)   Subject  to  the  provisions  of  sub-paragraph (C)  below, the Amortised  Face                     Amount of any such Note shall be the scheduled Final Redemption Amount of                     such Note on the Maturity Date discounted at a rate per annum (expressed as a                     percentage) equal to the Amortisation Yield (which, if none is shown in the                     Final Terms, shall be such rate as would produce an Amortised Face Amount                     equal to the issue price of the Notes if they were discounted back to their issue                     price on the Issue Date) compounded annually.                (C)   If the Early Redemption Amount payable in respect of any such Note upon its                     redemption pursuant to Condition 6(c) (Redemption for Taxation Reasons) or                     upon  it  becoming  due  and  payable  as  provided  in  Condition 12 (Events  of                     Default) is not paid when due, the Early Redemption Amount due and payable                     in respect of such Note shall be the Amortised Face Amount of such Note as                     defined in sub-paragraph (B) above, except that such sub-paragraph shall have                     effect as though the date on which the Note becomes due and payable were the                     Relevant Date. The calculation of the Amortised Face Amount in accordance                     with  this  subparagraph  shall  continue  to  be  made  (both  before  and  after                     judgment) until the Relevant Date, unless the Relevant Date falls on or after the                     Maturity Date, in which case the amount due and payable shall be the scheduled                     Final Redemption Amount of such Note on the Maturity Date together with any                     interest  that  may  accrue  in  accordance  with  Condition 5(c) (Zero  Coupon                     Notes).                       Where such calculation is to be made for a period of less than one year, it shall                      be made on the basis of the Day Count Fraction shown in the Final Terms.          (ii)  Other Notes: The Early Redemption Amount payable in respect of any Note (other than               Notes described in (i) above), upon redemption of such Note pursuant to Condition 6(c)               (Redemption for Taxation Reasons) or upon it becoming due and payable as provided               in  Condition 12 (Events  of  Default),  shall  be  the  Final  Redemption  Amount  unless               otherwise specified in the Final Terms.   (c)   Redemption for Taxation Reasons: The Notes may be redeemed at the option of the Relevant        Issuer in whole, but not in part, on any Interest Payment Date (if this Note is either a Floating        Rate Note or an Indexed Note) or at any time (if this Note is neither a Floating Rate Note nor        an Indexed Note), on giving not less than 30 nor more than 60 days’ notice to the Note Trustee                                             94  EU-DOCS\28920910.8 





 






         and  the  Noteholders in accordance with Condition 18 (Notices) (which notice shall be        irrevocable) at their  Early  Redemption  Amount  (as  described  in  Condition  6(b)  (Early        Redemption) above) (together with interest accrued to the date fixed for redemption), if (i) the        Relevant Issuer satisfies the Note Trustee immediately before the giving of such notice that it        has  or  will  become  obliged  to  pay  additional  amounts  as  described  under  Condition  10        (Taxation) as a result of any change in, or amendment to, the laws or regulations of the United        Kingdom or any political subdivision or any authority thereof or therein having power to tax,        or any change in the application or official interpretation of such laws or regulations, which        change or amendment becomes effective on or after the date on which agreement is reached to        issue the first Tranche of the Notes, and (ii) such obligation cannot be avoided by the Relevant        Issuer taking reasonable measures available to it, provided that no such notice of redemption        shall be given earlier than 90 days prior to the earliest date on which the Relevant Issuer would        be obliged to pay such additional amounts were a payment in respect of the Notes then due.        Prior to the publication of any notice of redemption pursuant to this Condition 6(c) (Redemption        for Taxation Reasons), the Relevant Issuer shall deliver to the Note Trustee a certificate signed        by two directors of the Relevant Issuer stating that the obligation referred to in (i) above cannot        be  avoided  by  the  Relevant  Issuer  taking  reasonable  measures  available  to  it  and  the  Note        Trustee shall be entitled to accept such certificate as sufficient evidence of the satisfaction of        the condition precedent set out in (ii) above, in which event it shall be conclusive and binding        on Noteholders and Couponholders.         All Notes in respect of which any such notice is given shall be redeemed on the date specified        in such notice in accordance with this Condition.   (d)   Redemption for Indexation Reasons: Upon the occurrence of any Index Event (as defined        below), the Relevant Issuer may, upon giving not less than 30 nor more than 60 days’ notice to        the  Note  Trustee  and  the  holders  of  the  Indexed  Notes  in  accordance  with  Condition 18        (Notices), redeem all (but not some only) of the Indexed Notes of all Tranches on any Interest        Payment Date at the Principal Amount Outstanding (adjusted in accordance with Condition 7(a)        (Application of the Index Ratio)) plus accrued but unpaid interest. No single Tranche of Indexed        Notes may be redeemed in these circumstances unless all the other Tranches of Indexed Notes        linked to the same underlying Index are also redeemed at the same time. Before giving any such        notice, the Relevant Issuer shall provide to the Note Trustee a certificate signed by two directors        of the Relevant Issuer (a) stating that the Relevant Issuer is entitled to effect such redemption        and setting forth a statement of facts showing that the conditions precedent to the right of the        Relevant Issuer so to redeem have occurred and (b) confirming that the Relevant Issuer will        have  sufficient  funds  on  such  Interest  Payment  Date  to  effect  such  redemption.  The  Note        Trustee shall be entitled to rely on such certificate without liability to any person.         All Notes in respect of which any such notice is given shall be redeemed on the date specified        in such notice in accordance with this Condition.         Index Event means (i) if the Index Figure for three consecutive months falls to be determined        on the basis of an Index Figure previously published as provided in Condition 7(b)(ii) (Delay        in publication of Index) and the Note Trustee has been notified by the Issuing and Paying Agent        or the Calculation Agent that publication of the Index has ceased or (ii) notice is published by        Her Majesty’s Treasury, or on its behalf, following a change in relation to the Index, offering a        right of redemption to the holders of the Reference Gilt, and (in either case) no amendment or        substitution of the Index has been advised by the Indexation Adviser (as defined below) to the        Relevant Issuer and such circumstances are continuing.         Principal Amount Outstanding means, in respect of a Note on any date:         (a)    the principal amount of that Note upon issue, minus;                                             95  EU-DOCS\28920910.8 





 






         (b)    the aggregate amount of principal repayments or prepayments made in respect of that               Note since the Issue Date.   (e)   Redemption at the Option of the Relevant Issuer: If Issuer Call Option is specified in the        Final  Terms,  the  Relevant  Issuer  may  on  giving  not  less  than  15  nor  more  than  30  days’        irrevocable notice to the Note Trustee and the Noteholders redeem all or, if so provided, some        of the Notes on any Optional Redemption Date provided that if Retained Notes are specified as        being applicable in the relevant Final Terms, any such Retained Notes have been sold, disposed        of or cancelled prior to such date. Any such redemption of Notes shall be at their Optional        Redemption Amount together with interest accrued up to (and including) the date fixed for        redemption. Any such redemption or exercise must relate to Notes of a nominal amount at least        equal to the Minimum Redemption Amount to be redeemed specified in the Final Terms and        no greater than the Maximum Redemption Amount to be redeemed specified in the Final Terms.         If Make-Whole Redemption is specified in the Final Terms, the Relevant Issuer may, on giving        not less than 15 nor more than 30 days’ irrevocable notice to the Noteholders (or such other        notice period as may be specified in the Final Terms), redeem all or, if so provided, some of the        Notes at any time or from time to time (i) where no particular period during which Make-Whole        Redemption is applicable is specified, prior to their Maturity Date, or (ii) where Make-Whole        Redemption is specified as only being applicable for a certain period, during such period, in        each case on the date for redemption specified in such notice (the Make-Whole Redemption        Date) at the Make-Whole Redemption Amount.         In the case of Notes other than Index Linked Interest Notes or Index Linked Redemption Notes        where CPI is specified as the Index in the relevant Final Terms, the Make-Whole Redemption        Amount will be calculated by the Financial Adviser (as defined below) and will be the greater        of:         (i)    100 per  cent.  of  the  principal  amount  of the  Notes so  redeemed  (where  applicable,               adjusted for indexation in accordance with Condition 7 (Indexation)); and         (ii)   the sum of the then present values of the remaining scheduled payments of principal               and interest on such Notes (not including any interest accrued on the Notes to, but               excluding,  the  relevant  Make-Whole  Redemption  Date)  discounted  to  the  relevant               Make-Whole Redemption Date on an annual basis at the Make-Whole Redemption               Rate (as defined below) plus the Make-Whole Redemption Margin, if any, specified in               the applicable Final Terms, plus, in each case, any interest accrued on the Notes to, but               excluding, the Make-Whole Redemption Date.         In the case of Index Linked Interest Notes or Index Linked Redemption Notes where CPI is        specified as the Index in the relevant Final Terms:         (i)    unless the Financial Adviser advises the Relevant Issuer that an appropriate CPI Gilt               (as defined below) is outstanding which would be utilised, at the time of selection and               in accordance with customary financial practice at such time, in pricing new issues of               corporate debt securities with a similar remaining weighted average life to the Notes,               the Make-Whole Redemption Amount will be calculated by the Financial Adviser and               will be the greater of:                a.  100  per  cent. of  the  principal  amount  of  the  Notes  so  redeemed  (adjusted  for                   indexation in accordance with Condition 7 (Indexation)); and                b.  the RPI Adjusted Redemption Amount (as defined below); or         (ii)   if  the  Financial  Adviser  advises the  Relevant  Issuer  that  an  appropriate  CPI  Gilt  is               outstanding (the Redemption Reference CPI Gilt) which would be utilised, at the time                                             96  EU-DOCS\28920910.8 





 






                of selection and in accordance with customary financial practice at such time, in pricing               new issues of corporate debt securities with a similar remaining weighted average life               to the Notes, the Make-Whole Redemption Amount will be calculated by the Financial               Adviser and will be the greater of:                a.  100  per  cent.  of  the  principal  amount  of  the  Notes  so  redeemed  (adjusted  for                   indexation in accordance with Condition 7 (Indexation)); and                b.  the  sum  of  the  then  present  values  of  the  remaining  scheduled  payments  of                   principal and interest on such Notes (not including any interest accrued on the                   Notes to, but excluding, the relevant Make-Whole Redemption Date) discounted                   to the relevant Make-Whole Redemption Date on an annual basis at the CPI Make-                  Whole Redemption Rate (as defined below) plus the Make-Whole Redemption                   Margin, if any, specified in the applicable Final Terms, plus, in each case, any                   interest  accrued  on  the  Notes  to,  but  excluding,  the  Make-Whole  Redemption                   Date.         All Notes in respect of which any such notice is given shall be redeemed on the date specified        in such notice in accordance with this Condition.         In the case of a partial redemption the notice to Noteholders shall also contain the certificate        numbers  of  the  Bearer  Notes,  or  in  the  case  of  Registered  Notes  shall  specify  the  nominal        amount of Registered Notes drawn and the holder(s) of such Registered Notes, to be redeemed,        which shall have been drawn in such place as the Note Trustee may approve and in such manner        as it deems appropriate, subject to compliance with any applicable laws and stock exchange or        other relevant authority requirements.         In the case of a partial redemption of a Tranche of Notes represented by a New Global Note (as        defined in the Trust Deed) pursuant to this Condition, the Notes to be redeemed (the Redeemed        Notes)  will  be  selected  in  accordance  with  the  rules  and procedures  of  Euroclear  and/or        Clearstream,  Luxembourg  (to  be  reflected  in  the  records  of  Euroclear  and  Clearstream,        Luxembourg as either a pool factor or a reduction in nominal amount, at their discretion), not        more than 30 days prior to the date fixed for redemption.         For the purposes of this Condition 6(e):         CPI Gilt means a sterling obligation of the UK government listed on the Official List of the        Financial Conduct Authority and admitted to trading on the London Stock Exchange plc (the        London Stock Exchange) which is linked to the CPI;         CPI Make-Whole Redemption Rate   means with respect to the Reference Dealers and the        Make-Whole Redemption Date, the average of the five quotations of the mid-market annual        yield to maturity of the Redemption Reference CPI Gilt at the Quotation Time specified in the        Final Terms on the Determination Date specified in the Final Terms quoted in writing to the        Relevant Issuer and the Note Trustee by the Reference Dealers;         Financial  Adviser means  an  independent  financial  institution  of  international  repute  or  an        independent adviser of recognised standing with appropriate expertise selected by the Relevant        Issuer at its own expense after notification of such selection to the Note Trustee;         Make-Whole Redemption Rate means with respect to the Reference Dealers and the Make-       Whole Redemption Date, the average of the five quotations of the mid-market annual yield to        maturity of the Make-Whole Reference Bond specified in the Final Terms or, if the Make-       Whole Reference Bond is no longer outstanding, a similar security in the reasonable judgment        of  the  Reference  Dealers,  at  the  Quotation  Time  specified  in  the  Final  Terms  on  the                                             97  EU-DOCS\28920910.8 





 






         Determination Date specified in the Final Terms quoted in writing to the Relevant Issuer and        the Note Trustee by the Reference Dealers;         Notional RPI Bond means a bond issued by the Relevant Issuer, the terms of which are the        same as those of the Notes to be redeemed, save only that payments of principal and interest        are adjusted for indexation by reference to RPI (rather than CPI);         Real Yield means a yield, expressed as a percentage, calculated by the Financial Adviser on        the basis set out by the United Kingdom Debt Management Office in the paper “Formulae for        Calculating Gilt Prices from Yields” page 5, Section One: Price/Yield Formulae (Index-Linked        Gilts) (published on 8 June, 1998 and updated on 15 January, 2002 and 16 March, 2005) (as        updated, amended or supplemented from time to time) on a semi-annual compounding basis        (converted to an annualised yield and rounded up (if necessary) to five decimal places). Such        method  requires  the  adoption  of  an  assumed  inflation  rate  which  shall  be  such  rate  as  the        Financial Adviser may determine and notify to the Note Trustee and the Issuing and Paying        Agent to be appropriate and, for the avoidance of doubt, the assumed inflation rate shall be a        long-term UK inflation rate for the remaining life of the Notes. If such formula does not reflect        generally accepted market practice at the time of redemption, a yield calculated in accordance        with generally accepted market practice at such time, all as advised to the Relevant Issuer by        the Financial Adviser;         Redemption Reference RPI Gilt means such RPI Gilt as the Financial Adviser determines        would be utilised, at the time of selection and in accordance with customary financial practice        at such time, in pricing new issues of corporate debt securities of comparable maturity and        amortisation profile to the remaining term of the Notes (or, where the Financial Adviser advises        the Relevant Issuer) that, for reasons of illiquidity or otherwise, such stock is not appropriate        for such purpose, such other government stock as the Financial Adviser may recommend as        appropriate for this purpose;         Reference Dealers means those Reference Dealers specified in the Final Terms;         RPI Adjusted Redemption Amount is an amount equal to the sum of:         (i)    the product (adjusted for indexation in accordance with Condition 7 (Indexation)) of               the outstanding principal amount of the Notes to be redeemed and the price, expressed               as  a  percentage  (rounded  to  five  decimal  places,  with  0.000005  being  rounded               upwards), (as reported in writing to the Relevant Issuer by the Financial Adviser) at               which the Real Yield on the Notes on the Yield Calculation Date is equal to the sum of               (x)  the  Real  Yield  at  11.00  a.m.  (London  time)  on  such  date  of  the  Redemption               Reference  RPI  Gilt  (or,  where  the  Financial  Adviser  determines  in  good  faith  and               advises to the Relevant Issuer that, for reasons of illiquidity or otherwise, such stock is               not  appropriate  for  such  purpose,  such  other  government  stock  as  advised  to  the               Relevant Issuer by the Financial Adviser) and (y) 0.1 per cent.; and         (ii)   the Wedge Value (which may be positive or negative and, if negative, the absolute               value shall be deducted for the purpose of calculating the RPI Adjusted Redemption               Amount);         RPI Gilt means a sterling obligation of the UK government listed on the Official List of the        Financial Conduct Authority and admitted to trading on the London Stock Exchange which is        linked to the RPI;         Wedge Value means the market value to a market counterparty on the Yield Calculation Date        (based on three (or such lower number as the Relevant Issuer and the Financial Adviser may        agree as appropriate) third party quotes) of a notional swap (where the parties are deemed to                                             98  EU-DOCS\28920910.8 





 






         have a bilateral, daily, zero-threshold, no initial amount, ISDA Credit Support Annex) under        which the market counterparty:         (i)    receives the remaining cashflows of the Notes; and         (ii)   pays the remaining cashflows of the Notional RPI Bond,         and  where,  in  providing  such  quotes,  such  third  parties  are  asked  to  use  discount  factors        calculated from the zero coupon curve derived from the interest rate used to calculate payments        on  GBP  cash  collateral,  provided  that,  if  the  Financial  Adviser  determines  and  advises  the        Relevant Issuer that it is not reasonably practicable to determine the Wedge Value on such basis        (including,  without  limitation,  because  it  is  not reasonably  practicable  to  obtain  third  party        quotes)  the  Wedge  Value  shall  be  determined  by  the  Financial  Adviser  and  advised  to  the        Relevant Issuer; and         Yield Calculation Date means the date which is the second Business Day prior to the date on        which the notice to redeem is dispatched; and         in the case of Index Linked Interest Notes and/or Index Linked Redemption Notes only, the        then present values of the remaining scheduled payments of principal and interest on such        Notes shall  be  calculated  in  accordance  with  the  customary  conventions  applied  to  the        calculation of such amounts in the inflation linked debt transactions from time to time.   (f)   Pre-Maturity Call Option by the Issuer: If Pre-Maturity Call Option is specified as being        applicable in the Final Terms, the Relevant Issuer may, on giving not less than 15 nor more        than 30 days’ irrevocable notice to the Note Trustee and the Noteholders redeem all (but not        some only) of the outstanding Notes of the relevant Series on the Pre-Maturity Call Option        Date. Any such redemption of Notes shall be at par together with unpaid interest accrued up to        (and including) the Pre-Maturity Call Option Date.         Pre-Maturity Call Option Date means the date that is 3 calendar months prior to the Maturity        Date specified in the Final Terms for the relevant Series of Notes.         All Notes in respect of which any such notice is given shall be redeemed on the date specified        in such notice in accordance with this Condition.   (g)   Clean-up Call Option by the Issuer: If Clean-up Call Option is specified as being applicable        in the Final Terms, the Relevant Issuer may, on giving not less than 15 nor more than 30 days’        irrevocable notice to the Note Trustee and the Noteholders redeem all (but not some only) of        the outstanding Notes of the relevant Series, provided that at least 80 per cent. of the initial        aggregate  principal  amount  of  the  Notes  of  such  Series  (not  including  any  Retained  Notes        purchased by the Relevant Issuer on the issue date of the Notes of such Series which continue        to be held by or for the account of the Relevant Issuer) has been purchased or redeemed by the        Relevant Issuer (except where such redemption was pursuant to Condition 6(e) (Redemption at        the Option of the Relevant Issuer)). Any such redemption of Notes shall be at par together with        unpaid interest accrued up to (and including) the date fixed for redemption.         All Notes in respect of which any such notice is given shall be redeemed on the date specified        in such notice in accordance with this Condition.   (h)   Redemption at the Option of Noteholders: If Investor Put is specified in the Final Terms, the        Relevant Issuer shall, at the option of the holder of any such Note, upon the holder of such Note        giving not less than 15 nor more than 30 days’ notice to the Relevant Issuer (or such other notice        period as may be specified in the Final Terms) redeem such Note on the Optional Redemption        Date(s) (specified in the Final Terms) at its Optional Redemption Amount (specified in the        Final Terms) together with interest accrued up to (and including) the date fixed for redemption.                                             99  EU-DOCS\28920910.8 





 






         To  exercise  such  option  the  holder  must  deposit  (in  the  case  of  Bearer  Notes)  such  Note        (together with all unmatured Coupons and unexchanged Talons) with any Paying Agent or (in        the case of Registered Notes) the Certificate representing such Note(s) with the Registrar or any        Transfer Agent at its specified office, together with a duly completed option exercise notice        (Exercise Notice) in the form obtainable from any Paying Agent, the Registrar or any Transfer        Agent (as applicable) within the notice period. No Note or Certificate so deposited and option        exercised may be withdrawn (except as provided in the Agency Agreement) without the prior        consent of the Relevant Issuer.   (i)   Redemption at the Option of the Noteholders on a Restructuring Event         (i)    If Restructuring Put Option is specified in the Final Terms, and:                (a)   if,  at  any  time while  any  of  the  Notes  remains  outstanding,  a  Restructuring                     Event (as defined below) occurs and prior to the commencement of or during                     the Restructuring Period (as defined below):                      (A)    an  independent  financial  adviser  (as  described  below)  shall  have                            certified in writing to the Note Trustee that such Restructuring Event                            will not be or is not, in its opinion, materially prejudicial to the interests                            of the Noteholders; or                      (B)    if there are Rated Securities (as defined below), each Rating Agency                            (as defined below) that at such time has assigned a current rating to the                            Rated Securities confirms in writing to the Relevant Issuer at its request                            (which it shall make as set out below) that it will not be withdrawing                            or reducing the then current rating assigned to the Rated Securities by                            it  from  an  investment  grade  rating  (BBB-/Baa3,  or  their  respective                            equivalents  for  the  time  being,  or  better)  to  a  non-investment  grade                            rating (BB+/Bal, or their respective equivalents for the time being, or                            worse)  or,  if  the  Rating  Agency  shall  have  already  rated  the  Rated                            Securities below investment grade (as described above), the rating will                            not be lowered by one full rating category or more, in each case as a                            result, in whole or in part, of any event or circumstance comprised in                            or arising as a result of the applicable Restructuring Event,                       the following provisions of this Condition 6(i) (Redemption at the Option of                      the Noteholders on a Restructuring Event) shall cease to have any further effect                      in relation to such Restructuring Event.                (b)   if,  at  any  time while  any  of  the  Notes  remains  outstanding,  a  Restructuring                     Event occurs and (subject to Condition 6(i)(i)(a) (Redemption at the Option of                     the Noteholders on a Restructuring Event)):                      (A)    within the Restructuring Period, either:                             (i)    if at the time such Restructuring Event occurs there are Rated                                   Securities, a Rating Downgrade (as defined below) in respect                                   of such Restructuring Event also occurs; or                             (ii)   if at such time there are no Rated Securities, a Negative Rating                                   Event  (as  defined  below)  in  respect  of  such  Restructuring                                   Event also occurs; and                      (B)    an independent financial adviser shall have certified in writing to the                            Note Trustee that such Restructuring Event is, in its opinion, materially                                            100  EU-DOCS\28920910.8 





 






                             prejudicial  to  the  interests  of  the  Noteholders  (a Negative                            Certification),         then,  unless  at  any  time  the  Relevant  Issuer  shall  have  given  notice  under  Conditions 6(e)        (Redemption at the Option of the Relevant Issuer), (f) (Pre-Maturity Call Option by the Issuer)        or (g) (Clean-up  Call  Option  by  the  Issuer)  or  the  holder  shall  have  given  notice  under        Condition 6(h) (Redemption at the Option of Noteholders) (if applicable), the holder of each        Note  will,  upon  the  giving  of  a  Put  Event  Notice  (as  defined  below),  have  the  option  (the        Restructuring Put Option) to require the Relevant Issuer to redeem or, at the option of the        Relevant Issuer, purchase (or procure the purchase of) that Note on the Put Date (as defined        below), at its Optional Redemption Amount (specified in the Final Terms) together with (or,        where purchased, together with an amount equal to) interest (if any) accrued to (but excluding)        the Put Date.         A Restructuring Event shall be deemed not to be materially prejudicial to the interests of the        Noteholders if, notwithstanding the occurrence of a Rating Downgrade or a Negative Rating        Event,  the  rating  assigned  to  the  Rated  Securities  by  any  Rating Agency  is  subsequently        increased to,  or, as the case may be, there is  assigned to the Notes or other unsecured and        unsubordinated debt of the Relevant Issuer having an initial maturity of five years or more by        any Rating Agency, an investment grade rating (BBB-/Baa3) or their respective equivalents for        the time being) or better prior to any Negative Certification being issued.         Any Negative Certification shall be conclusive and binding on the Note Trustee, the Relevant        Issuer and the Noteholders. The Relevant Issuer may, at any time, with the approval of the Note        Trustee  appoint  an  independent  financial  adviser  for  the  purposes  of  this  Condition 6(i)        (Redemption  at  the  Option  of  the  Noteholders  on a  Restructuring  Event).  If,  within  five        Business Days following the occurrence of a Rating Downgrade or a Negative Rating Event, as        the  case  may  be,  in  respect  of  a  Restructuring  Event,  the  Relevant  Issuer  shall  not  have        appointed an independent financial adviser for the purposes of Condition 6(i)(i)(b)(B) and (if        so  required  by  the  Note  Trustee)  the  Note  Trustee  is  indemnified  and/or  prefunded  and/or        secured to its satisfaction against the costs of such adviser, the Note Trustee may appoint an        independent financial adviser for such purpose following consultation with the Relevant Issuer.   (ii)  Promptly upon the Relevant Issuer becoming aware that a Put Event (as defined below) has        occurred,  and  in  any  event  not  later  than  14  days  after  the  occurrence  of  a  Put  Event,  the        Relevant Issuer shall, and at any time upon the Note Trustee if so requested by the holders of        at least one-quarter in nominal amount of the Notes then outstanding shall, give notice (a Put        Event Notice) to the Noteholders in accordance with Condition 18 (Notices) specifying the        nature of the Put Event and the procedure for exercising the Restructuring Put Option.   (iii) To exercise the Restructuring Put Option, the holder of a Note must comply with the provisions        of Condition 6(h) (Redemption at the Option of Noteholders). The applicable notice period for        the  purposes of  Condition 6(h) (Redemption  at  the  Option  of  Noteholders),  as  applied  to  a        Restructuring Put Option, shall be the period (the Put Period) of 45 days after that on which a        Put Event Notice is given. Subject to the relevant Noteholder having complied with Condition        6(h) (Redemption at the Option of Noteholders), the Relevant Issuer shall redeem or, at the        option of that Relevant Issuer, purchase (or procure the purchase of) the relevant Note on the        fifteenth  day  after  the  date  of  expiry  of  the  Put  Period  (the Put  Date)  unless  previously        redeemed or purchased.   (iv)  For the purposes of these Conditions:         (a)    Distribution Services Area means, in respect of a Relevant Issuer, the area specified               as such in the distribution licence granted to it on 1 October 2001 under section 6(l)(c)               of the Electricity Act 1989 (as amended by section 30 of the Utilities Act 2000), as of               the date of such distribution licence.                                            101  EU-DOCS\28920910.8 





 






         (b)    A Negative Rating Event shall be deemed to have occurred if (1) a Relevant Issuer               does  not,  either  prior  to  or  not  later  than  14  days  after  the  date  of  the  relevant               Restructuring Event, seek, and thereupon use all reasonable endeavours to obtain, a               rating of the Notes or any other unsecured and unsubordinated debt of that Relevant               Issuer having an initial maturity of five years or more from a Rating Agency or (2) if it               does so seek and use such endeavours, it is unable, as a result of such Restructuring               Event, to obtain such a rating of at least investment grade (BBB-/Baa3, or their               respective equivalents for the time being).         (c)    A Put  Event occurs  on  the  date  of  the  last  to  occur  of (1)  a  Restructuring  Event,               (2) either a Rating Downgrade or, as the case may be, a Negative Rating Event and (3)               the relevant Negative Certification.         (d)    Rating Agency means S&P Global Ratings Europe Limited or any of its subsidiaries               and their successors or Moody’s Investors Service Limited or any of its subsidiaries               and their successors or any rating agency substituted for any of them (or any permitted               substitute  of  them)  by  the  Relevant  Issuer  from  time  to  time  with  the  prior  written               approval of the Note Trustee.         (e)    A Rating Downgrade shall be deemed to have occurred in respect of a Restructuring               Event if the then current rating assigned to the Rated Securities by any Rating Agency               (whether provided by a Rating Agency at the invitation of the Relevant Issuer or by its               own   volition)  is  withdrawn  or  reduced  from  an  investment  grade                rating (BBB-/Baa3), or their respective equivalents for the time being, or better) to a               non-investment  grade  rating  (BB+/Bal),  or  their  respective  equivalents  for  the  time               being,  or  worse)  or,  if  the  Rating  Agency  shall  then  have  already  rated  the  Rated               Securities below investment grade (as described above), the rating is lowered one full               rating category or more.         (f)    Rated Securities means the Notes, if at any time and for so long as they have a rating               from a Rating Agency, and otherwise any other unsecured and unsubordinated debt of               a Relevant Issuer having an initial maturity of five years or more which is rated by a               Rating Agency.         (g)    Restructuring Event means the occurrence of any one or more of the following events:                (A)       (i) the  Secretary  of  State  for  Business,  Innovation  and  Skills  (or  any                            successor) giving the Relevant Issuer written notice of any revocation                            of its Distribution Licence (as defined below); or                      (ii)   the Relevant Issuer agreeing in writing with the Secretary of State for                            Business, Innovation and Skills (or any successor) to any revocation or                            surrender of its Distribution Licence; or                      (iii)  any legislation (whether primary or subordinate) being enacted which                            terminates or revokes the Distribution Licence of the Relevant Issuer;                       except,  in  each  such  case,  in  circumstances  where  a  licence  or  licences  on                      substantially no less favourable terms is or are granted to the Relevant Issuer                      or a wholly-owned subsidiary of the Relevant Issuer where such subsidiary at                      the  time  of  such  grant  either  executes  in  favour  of  the  Note  Trustee  an                      unconditional and irrevocable guarantee in respect of all Notes issued by the                      Relevant Issuer in such form as the Note Trustee may approve or becomes the                      primary obligor under the Notes issued by the Relevant Issuer in accordance                      with Condition 13(c) (Substitution); or                                            102  EU-DOCS\28920910.8 





 






                (B)   any  modification  (other  than  a  modification  which  is  of  a  formal,  minor  or                     technical nature) being made to the terms and conditions upon which a Relevant                     Issuer  is  authorised  and  empowered  under  relevant  legislation  to  distribute                     electricity in the Distribution Services Area unless two directors of such Issuer                     have certified in good faith to the Note Trustee that the modified terms and                     conditions are not materially less favourable to the business of that Relevant                     Issuer; or                (C)   any  legislation  (whether  primary  or subordinate)  is  enacted  which  removes,                     qualifies or amends (other than an amendment which is of a formal, minor or                     technical nature) the duties of the Secretary of State for Business, Innovation                     and Skills (or any successor) and/or the Gas and Electricity Markets Authority                     (or any successor) under section 3A of the Electricity Act 1989 (as amended by                     the Utilities Act 2000) (as this may be amended from time to time) unless two                     directors of such Relevant Issuer have certified in good faith to the Note Trustee                     that  such  removal,  qualification  or  amendment  does  not  have  a  materially                     adverse effect on the financial condition of that Relevant Issuer.         (h)    Restructuring Period means:                (A)   if at the time a Restructuring Event occurs there are Rated Securities, the period                     of 90 days starting from and including the day on which that Restructuring                     Event occurs; or                (B)   if at the time a Restructuring Event occurs there are no Rated Securities, the                     period starting from and including the day on which that Restructuring Event                     occurs and ending on the day 90 days following the later of (aa) the date (if                     any) on which the Relevant Issuer shall seek to obtain a rating as contemplated                     by  the  definition  of  Negative  Rating  Event;  (bb)  the  expiry  of  the  14  days                     referred to in the definition of Negative Rating Event and (cc) the date on which                     a Negative Certification shall have been given to the Note Trustee in respect of                     that Restructuring Event.         (i)    A Rating Downgrade or a Negative Rating Event or a non-investment grade rating shall               be deemed not to have occurred as a result or in respect of a Restructuring Event if the               Rating Agency making the relevant reduction in rating or, where applicable, refusal to               assign  a  rating  of  at  least  investment  grade  as  provided  in  this  Condition 6(i)               (Redemption  at  the  Option  of  the  Noteholders  on  a  Restructuring Event),  does  not               announce or publicly confirm or inform the Relevant Issuer in writing at its request               (which it shall make as set out in the following paragraph) that the reduction or, where               applicable, declining to assign a rating of at least investment grade, was the result, in               whole or in part, of any event or circumstance comprised in or arising as a result of the               applicable Restructuring Event.                The  Relevant  Issuer  undertakes  to  contact  the  relevant  Rating  Agency  immediately               following that reduction, or where applicable the refusal to assign a rating of at least               investment grade, to confirm whether that reduction, or refusal to assign a rating of at               least investment grade was the result, in whole or in part, of any event or circumstance               comprised in or arising as a result of the applicable Restructuring Event. The Relevant               Issuer shall notify the Note Trustee immediately upon receipt of any such confirmation               from the relevant Rating Agency.                                            103  EU-DOCS\28920910.8 





 






         (j)    Purchases:                 (A)    Where Retained Notes are specified as being applicable in the relevant Final                      Terms, the Relevant Issuer shall purchase the Retained Notes on the issue date                      of such Notes.                 (B)    The  Relevant  Issuer  may  at  any  time  purchase  Notes  (provided  that  all                      unmatured  Coupons  and  unexchanged  Talons  relating  thereto  are  attached                      thereto or surrendered therewith) in the open market or otherwise at any price.         (k)    Cancellation:                 (A)    All Notes purchased by or on behalf of the Relevant Issuer or its Subsidiaries                      may  be  surrendered  for  cancellation,  in  the  case  of  Bearer  Notes,  by                      surrendering  each  such  Note  together  with  all  unmatured  Coupons  and all                      unexchanged  Talons  to  the  Issuing  and  Paying  Agent  and,  in  the  case  of                      Registered Notes, by surrendering the Certificate representing such Notes to                      the Registrar and, in each case, if so surrendered, shall, together with all Notes                      redeemed  by  the  Relevant  Issuer,  be  cancelled  forthwith  (together  with  all                      unmatured Coupons and unexchanged Talons attached thereto or surrendered                      therewith). Any Notes so surrendered for cancellation may not be reissued or                      resold and the obligations of the Relevant Issuer in respect of any such Notes                      shall be discharged.                (B)    Where Retained Notes are specified as being applicable in the relevant Final                      Terms in respect of a Series, the Relevant Issuer:                       (i)   shall  cancel  all  such  Retained  Notes  held  by  or  on  behalf  of  the                            Relevant Issuer on the earlier of:                             (1)    the Retained Note Cancellation Date specified in the relevant                                   Final Terms; and                             (2)    upon notice that the Notes of such Series are to be redeemed                                   (and,  in  any  event,  prior  to  such  redemption)  in  accordance                                   with  Condition  6(c)  (Redemption  for  Taxation  Reasons),                                   Condition  6(d)  (Redemption  for  Indexation  Reasons),                                   Condition  6(h)  (Redemption  at  the  Option  of  Noteholders),                                   Condition 6(i) (Redemption at the Option of Noteholders on a                                   Restructuring Event) or Condition 12 (Events of Default); and                        (ii) may cancel any Retained Notes held by it or on its behalf at any time                            at its discretion.   7.    Indexation         This Condition 7 (Indexation) is applicable only if the relevant Final Terms specifies that the        Notes are Index Linked Interest Notes and/or Index Linked Redemption Notes.   (a)   Application of the Index Ratio         Each payment of interest in respect of the Index Linked Interest Notes shall be the amount        provided in, or determined in accordance with, these Conditions, multiplied by the Index Ratio        (or Limited Index Ratio in the case of Limited Indexed Notes) applicable to the month in which        such  payment  falls  to  be  made  and  rounded  in  accordance  with  Condition 5(e) (Margin,        Maximum/Minimum Rates of Interest, Redemption Amounts and Rounding).                                            104  EU-DOCS\28920910.8 





 






         Unless  otherwise  specified  hereon,  the  Final  Redemption  Amount,  the  Early  Redemption        Amount and the Optional Redemption Amount in respect of the Index Linked Interest Notes        and/or  Index  Linked  Redemption  Notes  shall  be  the  nominal  amount  of the  Index  Linked        Interest Notes and/or Index Linked Redemption Notes multiplied by the Index Ratio applicable        to the date on which the Final Redemption Amount, Early Redemption Amount or Optional        Redemption Amount (as the case may be) becomes payable, provided that:         (i)   if a Minimum Final Redemption Amount, Minimum Early Redemption Amount and/or              Minimum Optional Redemption Amount is specified in the applicable Final Terms and              such amount is greater than the amount of principal in respect of the Notes determined              in accordance with this Condition 7(a) (expressed on a per Calculation Amount basis),              the Final Redemption Amount, Early Redemption Amount and/or Optional Redemption              Amount (as applicable) shall be, respectively, the Minimum Final Redemption Amount,              Minimum Early Redemption Amount and/or Minimum Optional Redemption Amount              (as applicable) so specified in the applicable Final Terms; and/or         (ii)  if a Maximum Final Redemption Amount, Maximum Early Redemption Amount and/or              Maximum Optional Redemption Amount is specified in the applicable Final Terms and              such amount is less than the amount of principal in respect of the Notes determined in              accordance with this Condition 7(a) (expressed on a per Calculation Amount basis), the              Final  Redemption  Amount,  Early  Redemption  Amount  and/or  Optional  Redemption              Amount (as applicable) shall be, respectively, the Maximum Final Redemption Amount,              Maximum Early Redemption Amount or Maximum Optional Redemption Amount (as              applicable) so specified in the applicable Final Terms; and         (iii) the Calculation Agent will calculate the Final Redemption Amount, Early Redemption              Amount and Optional Redemption Amount (as the case may be) as set out in Condition              5(g)  (Determination  and  Publication  of  Rates  of  Interest,  Interest  Amounts,  Final              Redemption Amounts, Early Redemption Amounts and Optional Redemption Amounts).         Each payment of principal in respect of the Index Linked Redemption Notes shall be the amount        provided in, or determined in accordance with, these Conditions, multiplied by the Index Ratio        (or Limited Index Ratio in the case of Limited Indexed Notes) applicable to the month in which        such  payment  falls  to  be  made  and  rounded  in  accordance  with  Condition 5(e) (Margin,        Maximum/Minimum Rates of Interest, Redemption Amounts and Rounding).   (b)   Changes in Circumstances Affecting the Index         (i)    Change  in  base:  If  at  any  time  and  from  time  to  time  the  Index  is  changed  by  the               substitution of a new base therefore, then with effect from the calendar month from and               including that in which such substitution takes effect (1) the definition of “Index” and               “Index Figure” in Condition 8 (Definitions) shall be deemed to refer to the new date or               month in substitution for January 1987 (or, as the case may be, to such other date or               month as may have been substituted therefore); and (2) the new Base Index Figure shall               be the product of the existing Base Index Figure and the Index Figure immediately               following  such  substitution,  divided  by  the  Index  Figure  immediately  prior  to  such               substitution.         (ii)   Delay in publication of Index: If the Index Figure relating to any month (the relevant               month) which is required to be taken account for the purposes of the determination of               the Index Figure applicable for any date is not published on or before the fourteenth               business day before the date on which any payment of interest or principal on the Notes               is due (the date for payment), the Index Figure relating to the relevant month shall be               (1) such substitute index figure (if any) as an Indexation Adviser considers to have been               published by the Bank of England or, as the case may be, the United Kingdom Debt               Management Office (or such other designated debt manager of Her Majesty’s Treasury,                                            105  EU-DOCS\28920910.8 





 






                from time to time) for the purposes of indexation of payments on the Reference Gilt or,               failing such publication, on any one or more issues of index-linked Treasury Stock               selected by the Indexation Adviser (and approved by the Note Trustee); or (2) if no               such determination is made by such Indexation Adviser within 7 days, the Index Figure               last  published  (or,  if  later,  the  substitute  index  figure  last  determined  pursuant  to               Condition 7(b)(i) (Change in base)) before the date for payment.   (c)   Application of Changes         Where  the  provisions  of  Condition 7(b)(ii) (Delay  in  publication  of  Index)  apply,  the        determination of the Indexation Adviser as to the Index Figure applicable to the month in which        the date for payment falls shall be conclusive and binding. If, an Index Figure having been        applied pursuant to Condition 7(b)(ii)(2), the Index Figure relating to the relevant month is        subsequently published while a Note is still outstanding, then:         (i)    in relation to a payment of principal or interest in respect of such Note other than upon               final redemption of such Note, the principal or interest (as the case may be) next payable               after the date of such subsequent publication shall be increased or reduced by an amount               equal to (respectively) the shortfall or excess of the amount of the relevant payment               made on the basis of the Index Figure applicable by virtue of Condition 7(b)(ii)(2),               below or above the amount of the relevant payment that would have been due if the               Index Figure subsequently published had been published on or before the fourteenth               Business Day before the date for payment; and         (ii)   in relation to a payment of principal or interest upon final redemption, no subsequent               adjustment to amounts paid will be made.   (d)   Cessation of or Fundamental Changes to the Index         (i)    If (1) the Note Trustee has been notified by the Calculation Agent that the Index has               ceased to be published; or (2) the Note Trustee has been notified by the Calculation               Agent when any change is made to the coverage or the basic calculation of the Index               which  constitutes  a  fundamental  change  which  would,  in  the  opinion  of  the  Note               Trustee acting solely on the advice of an Indexation Adviser, be materially prejudicial               to the interests of the Noteholders, the Note Trustee will give written notice of such               occurrence to the Relevant Issuer, and the Relevant Issuer and the Note Trustee together               shall seek to agree for the purpose of the Notes one or more adjustments to the Index               or a substitute index (with or without adjustments) with the intention that the same               should leave the Relevant Issuer and the Noteholders in no better and no worse position               than they would have been had the Index not ceased to be published or the relevant               fundamental change not been made.         (ii)   If the Relevant Issuer and the Note Trustee fail to reach agreement as mentioned above               within 20 Business Days following the giving of notice as mentioned in paragraph (i),               a bank or other person in London shall be appointed by the Relevant Issuer and the               Note Trustee or, failing agreement on and the making of such appointment within 20               Business Days following the expiry of the day period referred to above, by the Note               Trustee (in each case, such bank or other person so appointed being referred to as the               Expert), to determine for the purpose of the Notes one or more adjustments to the Index               or a substitute index (with or without adjustments) with the intention that the same               should leave the Relevant Issuer and the Noteholders in no better and no worse position               than they would have been had the Index not ceased to be published or the relevant               fundamental change not been made. Any Expert so appointed shall act as an expert and               not as an arbitrator and all fees, costs and expenses of the Expert and of any Indexation               Adviser and of any of the Relevant Issuer and the Note Trustee in connection with such               appointment shall be borne by the Relevant Issuer.                                            106  EU-DOCS\28920910.8 





 






         (iii)  The Index shall be adjusted or replaced by a substitute index as agreed by the Relevant               Issuer and the Note Trustee or as determined by the Expert pursuant to the foregoing               paragraphs, as the case may be, and references in these Conditions to the Index and to               any Index Figure shall be deemed amended in such manner as the Note Trustee and the               Relevant Issuer agree are appropriate to give effect to such adjustment or replacement.               Such amendments shall be effective from the date of such notification and binding upon               the Relevant Issuer, the Note Trustee and the Noteholders, and the Relevant Issuer shall               give  notice  to  the  Noteholders  in  accordance  with  Condition 18 (Notices)  of  such               amendments as promptly as practicable following such notification.   8.    Definitions         In these Conditions:         Affiliate means in relation to any person, any entity controlled, directly or indirectly, by that        person,  any  entity  that  controls  directly  or  indirectly, that  person  or  any  entity,  directly  or        indirectly under common control with that person and, for this purpose, control means control        as defined in the Companies Act;         Base Index Figure means (subject to Condition 7(b)(i) (Change in base)) the base index figure        as specified in the relevant Final Terms;         Calculation Date means any date when a payment of interest or, as the case may be, principal        falls due;         Capital and Reserves means the aggregate of:         (i)    the amount paid up or credited as paid up on the share capital of the Relevant Issuer;               and         (ii)   the  total  of  the  capital,  revaluation  and  revenue  reserves of  the  Group  (as  defined               below), including any share premium account, capital redemption reserve and credit               balance on the profit and loss account, but excluding sums set aside for taxation and               amounts attributable to outside shareholders in Subsidiary Undertakings (as defined               below) and deducting any debit balance on the profit and loss account,         all as shown in the then latest audited consolidated balance sheet and profit and loss account of        the  Group  prepared  in  accordance  with  the  historical  cost convention  (as  modified  by  the        revaluation of certain fixed assets) for the purposes of the Companies Act 2006, but adjusted as        may be necessary in respect of any variation in the paid up share capital or share premium        account of the Relevant Issuer since the date of that balance sheet and further adjusted as may        be  necessary  to  reflect  any  change  since  the  date  of  that  balance  sheet  in  the  Subsidiary        Undertakings comprising the Group and/or as the Auditors (as defined in the Trust Deed) may        consider appropriate;         consolidated means in relation to the financial statements and accounts of the Relevant Issuer        and/or the Group, those statements and accounts as consolidated under International Financial        Reporting Standards, provided that if such consolidated accounts are not prepared, it shall mean        the  non-consolidated  financial  statements  and  accounts  of  the  Relevant  Issuer  prepared  in        accordance with generally accepted accounting principles in the United Kingdom;         Distribution Licence means an electricity distribution licence granted under section 6(1)(c) of        the Electricity Act 1989, as amended from time to time;         Group  means  the  Relevant  Issuer  and,  if  and  to  the  extent  it  has  any,  its  Subsidiary        Undertakings and “member of the Group” shall be construed accordingly;                                            107  EU-DOCS\28920910.8 





 






         Index or Index  Figure means,  in  relation  to  any  relevant  month  (as  defined  in  Condition        7(b)(ii) (Delay in publication of Index)), subject as provided in Condition 7(b)(i) (Change in        base), either (i) the UK Retail Price Index (RPI) (for all items) published by the Office for        National Statistics (January 1987=100) (currently contained in the Monthly Digest of Statistics)        or any comparable index which may replace RPI for the purpose of calculating the amount        payable on repayment of the Reference Gilt as specified in the relevant Final Terms; (ii) the        UK Consumer Price Index (CPI) (for all items) published by the Office for National Statistics        (2015=100)  or  any  comparable  index  which  may  replace  such  index  for  the  purpose  of        calculating the amount payable on repayment of the Indexed Benchmark Gilt (if any); or (iii)        the UK Consumer Price Index Including Owner Occupiers’ Housing Costs (CPIH) (for all        items) published by the Office for National Statistics (2015=100), or any comparable index        which may replace such index for the purpose of calculating the amount payable on repayment        of the Index Benchmark Gilt (if any).         Where RPI is specified as the Index in the relevant Final Terms, any reference to the Index        Figure applicable (IFA) to a particular Calculation Date shall, in the case of (i) above, subject        as provided in Condition 7(b) (Changes in Circumstances Affecting the Index) and Condition        7(d) (Cessation of or Fundamental Changes to the Index), and if “3 months lag” is specified in        the relevant Final Terms, be calculated in accordance with the following formula:                             (퐷푎푦 표푓 퐶푎푙푐푢푙푎푡표푛 퐷푎푡푒 − 1)         퐼퐹퐴 = 푅푃퐼    +                                   푥(푅푃퐼    − 푅푃퐼    )                   푚−3   (퐷푎푦푠 푛 푚표푛푡h 표푓 퐶푎푙푐푢푙푎푡표푛 퐷푎푡푒)  푚−2      푚−3         and rounded to five decimal places (0.000005 being rounded upwards) and where:         RPIm–3 means the Index Figure for the first day of the month that is three months prior to the        month in which the payment falls due; and         RPIm–2 means the Index Figure for the first day of the month that is two months prior to the        month in which the payment falls due.         Where RPI is specified as the Index in the relevant Final Terms, any reference to the IFA to a        particular  Calculation  Date  shall,  subject  as  provided  in  Condition 7(b) (Changes  in        Circumstances Affecting the Index) and Condition 7(d) (Cessation of or Fundamental Changes        to the Index), and if “8 months lag” is specified in the relevant Final Terms, be construed as a        reference to the Index Figure published in the seventh month prior to that particular month and        relating to the month before that of publication.         Where CPI is specified as the Index in the relevant Final Terms, any reference to the IFA to a        particular Calculation Date shall, in the case of (ii) above, subject as provided in Condition 7(b)        (Changes  in  Circumstances  Affecting  the  Index) and  Condition 7(d) (Cessation  of  or        Fundamental Changes to the Index), be calculated in accordance with the following formula:                           (퐷푎푦 표푓 퐶푎푙푐푢푙푎푡표푛 퐷푎푡푒 − 1)        퐼퐹퐴 = 퐶푃퐼   +                                   푥(퐶푃퐼       − 퐶푃퐼    )                  푚−푡  (퐷푎푦푠 푛 푚표푛푡h 표푓 퐶푎푙푐푢푙푎푡표푛 퐷푎푡푒)   푚−(푡−1)     푚−푡               and rounded to five decimal places (0.000005 being rounded upwards) and where:         CPIm–t means the Index Figure for the first day of the month that is t months prior to the month        in which the payment falls due, where the lag period “t” has a value of 2 to 24 as specified in        the applicable Final Terms.         Where CPIH is specified as the Index in the relevant Final Terms, any reference to the IFA to        a particular Calculation Date shall, in the case of (iii) above, subject as provided in Condition                                            108  EU-DOCS\28920910.8 





 






         7(b) (Changes  in  Circumstances  Affecting  the  Index) and  Condition 7(d) (Cessation  of  or        Fundamental Changes to the Index), be calculated in accordance with the following formula:                              (퐷푎푦 표푓 퐶푎푙푐푢푙푎푡표푛 퐷푎푡푒 − 1)         퐼퐹퐴 = 퐶푃퐼퐻    +                                   푥(퐶푃퐼퐻       − 퐶푃퐼퐻    )                    푚−푡   (퐷푎푦푠 푛 푚표푛푡h 표푓 퐶푎푙푐푢푙푎푡표푛 퐷푎푡푒)    푚−(푡−1)      푚−푡        and rounded to five decimal places (0.000005 being rounded upwards) and where:         CPIHm–t means the Index Figure for the first day of the month that is t months prior to the        month in which the payment falls due, where the lag period “t” has a value of 2 to 24 as specified        in the applicable Final Terms;         Index Linked Interest Notes means Notes with an Interest Basis specified  as being Index        Linked Interest in the relevant Final Terms;         Index Linked Redemption Notes means Notes with a Redemption Basis specified as being        Index Linked Redemption in the relevant Final Terms;         Index Ratio applicable to any Calculation Date means the Index Figure applicable to such date        divided by the Base Index Figure;         Indexed Benchmark Gilt means the index-linked sterling obligation of the United Kingdom        Government listed on the Official List of the Financial Conduct Authority (in its capacity as        competent  authority  under  the  Financial  Services  and  Markets  Act  2000,  as  amended)  and        traded on the London Stock Exchange that is indexed to the same Index as the Notes and whose        average maturity most closely matches that of the Notes as the Expert shall determine to be        appropriate;         Indexed Notes means Index Linked Interest Notes and Index Linked Redemption Notes;         Limited Index Ratio means (a) in respect of any month prior to the relevant Issue Date, the        Index Ratio for that month; (b) in respect of any Limited Indexation Month after the relevant        Issue Date, the product of the Limited Indexation Factor for that month and the Limited Index        Ratio as previously calculated in respect of the month twelve months prior thereto; and (c) in        respect of any other month, the Limited Index Ratio as previously calculated in respect of the        most recent Limited Indexation Month;         Limited Indexation Factor means, in respect of a Limited Indexation Month, the ratio of the        Index Figure applicable to that month divided by the Index Figure applicable to the month        twelve  months  prior  thereto,  provided  that  (a)  if  such  ratio  is  greater  than  the  Maximum        Indexation Factor specified in the relevant Final Terms, it shall be deemed to be equal to such        Maximum Indexation Factor and (b) if such ratio is less than the Minimum Indexation Factor        specified  in  the  relevant  Final  Terms,  it  shall  be  deemed  to  be  equal  to  such  Minimum        Indexation Factor;         Limited Indexation Month means any month specified in the relevant Final Terms for which        a Limited Indexation Factor is to be calculated;         Limited Indexed Notes means Indexed Notes to which a Maximum Indexation Factor and/or        a Minimum Indexation Factor (as specified in the relevant Final Terms) applies;         Maximum Indexation Factor means the indexation factor specified as such in the relevant        Final Terms;         Minimum Indexation Factor means the indexation factor specified as such in the relevant        Final Terms;                                             109  EU-DOCS\28920910.8 





 






         Reference Gilt means the Treasury Stock specified as such in the relevant Final Terms for so        long  as  such  stock  is  in  issue,  and  thereafter  such  issue  of  index-linked  Treasury  Stock        determined to be appropriate by a gilt-edged market maker or other adviser selected by the        Relevant Issuer and approved by the Note Trustee (an Indexation Adviser);         Retained Note Cancellation Date means, in respect of each Series of Notes where Retained        Notes are specified as applicable in the relevant Final Terms, the date specified in the Final        Terms on or before which the Relevant Issuer must cancel any Retained Notes held by it or on        its behalf;         Retained Notes means, in respect of each Series of Notes where Retained Notes are specified        as  applicable  in  the  relevant  Final  Terms,  the  principal  amount  of  Notes  of  such  Series        purchased by the Relevant Issuer on the issue date of such Notes;         Subsidiary means a subsidiary within the meaning of section 1159 of the Companies Act 2006;        and         Subsidiary Undertaking shall have the meaning given to it by section 1162 of the Companies        Act 2006 (but, in relation to the Relevant Issuer, shall exclude any undertaking (as defined in        section 1161 of the Companies Act 2006) whose accounts are not included in the then latest        published audited consolidated accounts of the Relevant Issuer, or (in the case of an undertaking        which has first become a subsidiary undertaking of a member of the Group since the date as at        which  any  such  audited  accounts  were  prepared)  would  not  have  been  so  included  or        consolidated if it had become so on or before that date).   9.    Payments and Talons   (a)   Bearer Notes: Payments of principal and interest in respect of Bearer Notes shall, subject as        mentioned below, be made against presentation and surrender of the relevant Notes (in the case        of all other payments of principal and, in the case of interest, as specified in Condition 9(f)(v)        (Unmatured Coupons and unexchanged Talons)) or Coupons (in the case of interest, save as        specified in Condition 9(f)(ii) (Unmatured Coupons and unexchanged Talons)), as the case may        be,  at  the  specified  office  of  any  Paying  Agent  outside  the  United  States  by  transfer  to  an        account  denominated  in  such  currency  with,  a  Bank. Bank means  a  bank  in  the  principal        financial centre for such currency or, in the case of euro, in a city in which banks have access        to the TARGET System.   (b)   Registered Notes:         (i)    Payments of principal in respect of Registered Notes shall be made against presentation               and surrender of the relevant Certificates at the specified office of any of the Transfer               Agents or of the Registrar and in the manner provided in paragraph (ii) below.         (ii)   Interest on Registered Notes shall be paid to the person shown on the Register at the               close of business on the day before the due date for payment thereof (the Record Date).               Payments of interest on each Registered Note shall be made in the relevant currency by               cheque drawn on a Bank and mailed to the holder (or to the first named of joint holders)               of such Note at its address appearing in the Register. Upon application by the holder to               the specified office of the Registrar or any Transfer Agent before the Record Date, such               payment of interest may be made by transfer to an account in the relevant currency               maintained by the payee with a Bank.   (c)   Payments  in  the  United  States: Notwithstanding  the  foregoing,  if  any  Bearer  Notes  are        denominated in U.S. dollars, payments in respect thereof may be made at the specified office        of any Paying Agent in New York City in the same manner as aforesaid if (i) the Relevant Issuer        shall have appointed Paying Agents with specified offices outside the United States with the                                            110  EU-DOCS\28920910.8 





 






         reasonable expectation that such Paying Agents would be able to make payment of the amounts        on the Notes in the manner provided above when due, (ii) payment in full of such amounts at        all  such  offices  is  illegal  or  effectively  precluded  by  exchange  controls  or  other  similar        restrictions on payment or receipt of such amounts and (iii) such payment is then permitted by        United States law, without involving, in the opinion of the Relevant Issuer, any adverse tax        consequence to the Relevant Issuer.   (d)   Payments subject to Fiscal Laws: All payments are subject in all cases (i) to any applicable        fiscal or other laws, regulations and directives in the place of payment, but without prejudice to        the  provisions  of  Condition  10  (Taxation)  and  (ii)  any  withholding  or  deduction  required        pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of        1986 (the Code) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code,        any  regulations  or  agreements  thereunder,  any  official  interpretations  thereof,  or  (without        prejudice to Condition 10 (Taxation)) any law implementing an intergovernmental approach        thereto. No commission or expenses shall be charged to the Noteholders or Couponholders in        respect of such payments.   (e)   Appointment of Agents: The Issuing and Paying Agent, the Paying Agents, the Registrar, the        Transfer Agents and the Calculation Agent initially appointed by the Issuers are listed in the        Agency  Agreement.  The  Issuing  and  Paying  Agent,  the  Paying  Agents,  the  Registrar,  the        Transfer Agents and the Calculation Agent act solely as agents of the Issuers and do not assume        any obligation or relationship of agency or trust for or with any Noteholder or Couponholder.        The  Issuers  reserve  the  right  at  any  time  with  the  approval  of  the  Note  Trustee  to  vary  or        terminate  the  appointment  of  the  Issuing  and Paying  Agent,  any  other  Paying  Agent,  the        Registrar, any Transfer Agent or the Calculation Agent(s) and to appoint additional or other        Paying Agents or Transfer Agents, provided that the Issuers shall at all times maintain (i) an        Issuing and Paying Agent, (ii) a Registrar in relation to Registered Notes, (iii) a Transfer Agent        in relation to Registered Notes, (iv) one or more Calculation Agent(s) where the Conditions so        require, (v) Paying Agents having specified offices in at least two major European cities, and        (vi) such other agents as may be required by any other stock exchange on which the Notes may        be listed in each case, as approved by the Note Trustee.         Notice of any such change or any change of any specified office shall promptly be given to the        Noteholders.   (f)   Unmatured Coupons and unexchanged Talons:         (i)    Upon the due date for redemption of Bearer Notes which comprise Fixed Rate Notes               (other than Indexed Notes), such Notes should be surrendered for payment together               with all unmatured Coupons (if any) relating thereto, failing which an amount equal to               the face value of each missing unmatured Coupon (or, in the case of payment not being               made in full, that proportion of the amount of such missing unmatured Coupon that the               sum of principal so paid bears to the total principal due) shall be deducted from the               Final  Redemption  Amount,  Early  Redemption  Amount  or  Optional  Redemption               Amount, as the case may be, due for payment. Any amount so deducted shall be paid               in the manner mentioned above against surrender of such missing Coupon within a               period of 10 years from the Relevant Date for the payment of such principal (whether               or not such Coupon has become void pursuant to Condition 11 (Prescription)).         (ii)   Upon the due date for redemption of any Bearer Note comprising a Floating Rate Note               or Indexed Notes, unmatured Coupons relating to such Note (whether or not attached)               shall become void and no payment shall be made in respect of them.         (iii)  Upon the due date for redemption of any Bearer Note, any unexchanged Talon relating               to  such  Note  (whether  or  not  attached)  shall  become  void  and  no  Coupon  shall  be               delivered in respect of such Talon.                                            111  EU-DOCS\28920910.8 





 






         (iv)   Where  any  Bearer  Note  that  provides  that  the  relative  unmatured  Coupons  are  to               become  void  upon  the  due  date  for  redemption  of  those  Notes  is  presented  for               redemption without all unmatured Coupons, and where any Bearer Note is presented               for redemption without any unexchanged Talon relating to it, redemption shall be made               only against the provision of such indemnity as the Relevant Issuer may require.         (v)    If the due date for redemption of any Note is not a due date for payment of interest,               interest accrued from the  preceding due date for payment of interest or the Interest               Commencement Date, as the case may be, shall only be payable against presentation               (and surrender if appropriate) of the relevant Bearer Note or Certificate representing it,               as the case may be. Interest accrued on a Note that only bears interest after its Maturity               Date shall be payable on redemption of such Note against presentation of the relevant               Note or Certificate representing it, as the case may be.   (g)   Talons: On or after the Interest Payment Date for the final Coupon forming part of a Coupon        sheet issued in respect of any Bearer Note, the Talon forming part of such Coupon sheet may        be surrendered at the specified office of the Issuing and Paying Agent in exchange for a further        Coupon sheet (and if necessary another Talon for a further Coupon sheet) (but excluding any        Coupons that may have become void pursuant to Condition 11 (Prescription)).   (h)   Non-Business Days: Subject as provided in the relevant Final Terms, if any date for payment        in  respect  of  any  Note  or Coupon  is  not  a  business day,  the  holder  shall  not  be  entitled  to        payment until the next following business day nor to any interest or other sum in respect of such        postponed payment. In this paragraph, business day means a day (other than a Saturday or a        Sunday)  on  which  banks  are  open  for  presentation  and  payment  of  debt  securities  and  for        dealings in foreign currency in the relevant place of presentation in such jurisdiction as shall be        specified as Additional Financial Centre(s) in the relevant Final Terms and (in the case of a        payment in a currency other than euro), where payment is to be made by transfer to an account        maintained with a bank in the relevant currency, on which dealings may be carried on in the        relevant  currency  in  the  principal  financial  centre  of  the  country  of  such  currency  and,  in        relation to any sum payable in euro, a day on which the TARGET System is open.   10.   Taxation         All payments of principal and interest by or on behalf of the Relevant Issuer in respect of the        Notes, and the Coupons shall be made free and clear of, and without withholding or deduction        for or on account of, any present or future taxes, duties, assessments or governmental charges        of whatever nature imposed, levied, collected, withheld or assessed by or within the United        Kingdom or any authority therein or thereof having power to tax, unless such withholding or        deduction  is  required  by  law.  In  that  event,  the  Relevant  Issuer  shall  pay  such  additional        amounts as shall result in receipt by the Noteholders and Couponholders of such amounts as        would have been received by them had no such withholding or deduction been required, except        that no such additional amounts shall be payable with respect to any Note or Coupon:         (a)    Other connection: to, or to a third party on behalf of, a holder who is liable for such               taxes, duties, assessments or governmental charges in respect of such Note or Coupon               by reason of his having some connection with the United Kingdom other than the mere               holding of the Note or Coupon; or         (b)    Lawful avoidance of withholding: to, or to a third party on behalf of, a holder who               could  lawfully  avoid  (but  has  not  so  avoided)  such  deduction  or  withholding  by               complying or procuring that any third party complies with any statutory requirements               or by making or procuring that any third party makes a declaration of non-residence or               other similar claim for exemption to any tax authority in the place where the relevant               Note (or the Certificate representing it) or Coupon is presented for payment; or                                            112  EU-DOCS\28920910.8 





 






         (c)    Presentation more than 30 days after the Relevant Date: presented or surrendered               (or in respect of which the Certificate representing it is presented or surrendered) for               payment more than 30 days after the Relevant Date except to the extent that the holder               of it would have been entitled to such additional amounts on presenting it for payment               on the thirtieth day.         As used in these Conditions, Relevant Date in respect of any Note or Coupon means the date        on which payment in respect of it first becomes due or (if any amount of the money payable is        improperly withheld or refused) the date on which payment in full of the amount outstanding is        made  or  (if  earlier)  the  date  seven  days  after  that  on  which  notice  is  duly  given  to  the        Noteholders that, upon further presentation of the Note (or relative Certificate) or Coupon being        made in accordance with the Conditions, such payment will be made, provided that payment is        in fact made upon such presentation. References in these Conditions to (i) principal shall be        deemed to include any premium payable in respect of the Notes, Final Redemption Amounts,        Early Redemption Amounts, Optional Redemption Amounts, Amortised Face Amounts and all        other amounts in the nature of principal payable pursuant to Condition 6 (Redemption, Purchase        and Options) or any amendment or supplement to it, (ii) interest shall be deemed to include all        Interest Amounts and all other amounts payable pursuant to Condition 5 (Interest and other        Calculations) or any amendment or supplement to it and (iii) principal and/or interest shall be        deemed to include any additional amounts that may be payable under this Condition or any        undertaking given in addition to or in substitution for it under the Trust Deed.   11.   Prescription         Claims against the Relevant Issuer for payment in respect of the Notes and Coupons (which,        for this purpose, shall not include Talons) shall be prescribed and become void unless made        within  10  years  (in  the  case  of  principal)  or  five  years  (in  the  case  of  interest)  from  the        appropriate Relevant Date in respect of them.   12.   Events of Default         If any of the following events (Events of Default) occurs and is continuing, the Note Trustee        at its discretion may, and if so requested by holders of at least one-quarter in nominal amount        of the Notes then outstanding or if so directed by an Extraordinary Resolution shall, give notice        to the Relevant Issuer that the Notes are, and they shall immediately become, due and payable        at their Early Redemption Amount together (if applicable) with accrued interest:         (i)    Non-Payment: if default is made in the payment of any principal or interest due in               respect of the Notes or any of them and the default continues for a period of 14 days in               the case of principal and 21 days in the case of interest or, where relevant, the Relevant               Issuer, having become obliged to redeem, purchase or procure the purchase of (as the               case may be) any Notes pursuant to Condition 6 (Redemption, Purchase and Options)               fails to do so within a period of 14 days of having become so obliged; or         (ii)   Breach  of  Other  Obligations: the  Relevant  Issuer  does  not  perform,  observe  or               comply  with  any  one  or  more  of  its  other  obligations,  covenants,  conditions  or               provisions under the Notes or the Trust Deed and (except where the Note Trustee shall               have  certified  to  the  Relevant  Issuer in  writing  that  it  considers  such  failure  to  be               incapable  of  remedy  in  which  case  no  such  notice  or  continuation  as  is  hereinafter               mentioned will be required) the failure continues for the period of 30 days (or such               longer period as the Note Trustee may in its absolute discretion permit) next following               the service by the Note Trustee on the Relevant Issuer of notice requiring the same to               be remedied; or         (iii)  Cross-Acceleration: if (A) any other indebtedness for borrowed money (as defined in               Condition 4 (Negative Pledge and Restriction on Distribution of Dividends) but, for the                                            113  EU-DOCS\28920910.8 





 






                purposes of this paragraph (iii), excluding Non-recourse Indebtedness) of the Relevant               Issuer or any Principal Subsidiary (as defined below) becomes due and repayable prior               to its stated maturity by reason of a default or (B) any such indebtedness for borrowed               money is not paid when due or, as the case may be, within any applicable grace period               (as originally provided) or (C) the Relevant Issuer or any Principal Subsidiary fails to               pay when due (or, as the case may be, within any originally applicable grace period)               any amount payable by it under any present or future guarantee for, or indemnity in               respect of, any indebtedness for borrowed money of any person or (D) any security               given  by  the  Relevant  Issuer  or  any  Principal  Subsidiary  for  any  indebtedness  for               borrowed  money  of  any  person  or any  guarantee  or  indemnity  of  indebtedness  for               borrowed money of any person becomes enforceable by reason of default in relation               thereto and steps are taken to enforce such security save in any such case where there               is a bona fide dispute as to whether the relevant indebtedness for borrowed money or               any such guarantee or indemnity as aforesaid shall be due and payable, provided that               the aggregate amount of the relevant indebtedness for borrowed money in respect of               which any one or more of the events mentioned above in this paragraph (iii) has or have               occurred equals or exceeds whichever is the greater of £20,000,000 or its equivalent in               other currencies (on the basis of the middle spot rate for the relevant currency against               pounds sterling as quoted by any leading bank on the day on which this paragraph (iii)               applies) and two per cent. of the Capital and Reserves; or         (iv)   Enforcement Proceedings: a distress, attachment, execution or other legal process is               levied, enforced or sued out on or against any substantial part of the property, assets or               revenues of the Relevant Issuer and is not discharged or stayed within 90 days; or         (v)    Insolvency: the Relevant Issuer is (or is, or could be, deemed by law or a court to be)               insolvent or bankrupt or unable to pay its debts, stops, suspends or threatens to stop or               suspend payment of its debts generally or a material part of a particular type of its debts,               proposes or makes a general assignment or an arrangement or composition with or for               the benefit of the relevant creditors in respect of any of such debts or a moratorium is               agreed or declared or comes into effect in respect of or affecting its debts generally or               any part of a particular type of the debts of the Relevant Issuer; or         (vi)   Winding-up: (A) an administrator or liquidator is appointed in relation to the Relevant               Issuer (and, in each case, not discharged within 90 days), or (B) an order is made or an               effective resolution passed for the winding-up or dissolution or administration of the               Relevant Issuer, or (C) the Relevant Issuer shall apply or petition for a winding-up or               administration order in respect of itself or (D) the Relevant Issuer ceases or threatens               to cease to carry on all or substantially all of its business or operations, in each case               ((A)  to  (D)  inclusive)  except  for  the  purpose  of  and  followed  by  a  reconstruction,               amalgamation, reorganisation, merger or consolidation on terms approved by the Note               Trustee  or  by  an  Extraordinary  Resolution (as  defined  in  the  Trust  Deed)  of  the               Noteholders; or         (vii)  Nationalisation: the seizure, compulsory acquisition, expropriation or nationalisation               (whether  compulsory  or  otherwise,  of  a  material  part,  and  whether  or  not  for  fair               compensation)  of  all  or  a  material  part  of  the  assets  of  the  Relevant  Issuer  by  a               Governmental Agency (as defined below); or         (viii) Illegality: it is or will become unlawful for the Relevant Issuer to perform or comply               with any one or more of its obligations under any of the Notes or the Trust Deed,         provided that in the case of paragraph (ii) the Note Trustee shall have certified (without liability        on  its  part)  that  in  its  opinion  such  event  is  materially  prejudicial  to  the  interests  of  the        Noteholders.                                            114  EU-DOCS\28920910.8 





 






         (ix)   Definitions: in this Condition:                Excluded  Subsidiary means  any  Subsidiary  (as  defined  in  Condition 4 (Negative               Pledge and Restriction on Distribution of Dividends)) of the Relevant Issuer:                (A)    which is a single purpose company whose principal assets and business are                      constituted by the ownership, acquisition, development and/or operation of an                      asset;                (B)    none of whose indebtedness for borrowed money in respect of the financing of                      such  ownership,  acquisition,  development  and/or  operation  of  an  asset  is                      subject to any recourse whatsoever to any member of the Group (other than                      another Excluded Subsidiary) in respect of the repayment thereof, except as                      expressly referred to in subparagraph (B)(II). of the definition of Non-recourse                      Indebtedness below; and                (C)    which has been designated as such by the Relevant Issuer by written notice to                      the Note Trustee, provided that the Relevant Issuer may give written notice to                      the  Note  Trustee  at  any  time  that  any  Excluded  Subsidiary  is  no  longer  an                      Excluded Subsidiary, whereupon it shall cease to be an Excluded Subsidiary.                Governmental Agency includes, in relation to a state or supranational organisation,               any  agency,  authority,  central  bank,  department,  government,  legislature,  ministry,               official or public person (whether autonomous or not) of, or the government of, that               state or supranational organisation.                 Non-recourse Indebtedness means any indebtedness for borrowed money:                (A)    which is incurred by an Excluded Subsidiary; or                (B)    in respect of which the person or persons to whom any such indebtedness for                      borrowed money is or may be owed by the relevant borrower (whether or not a                      member of the Group) has or have no recourse whatsoever to any member of                      the Group (other than an Excluded Subsidiary) for the repayment thereof other                      than:                       I.    recourse to such borrower for amounts limited to the cash flow or net                            cash flow (other than historic cash flow or historic net cash flow) from                            any specific asset or assets over or in respect of which security has been                            granted in respect of such indebtedness for borrowed money; and/or                       II.   recourse to such borrower for the purpose only of enabling amounts to                            be claimed in respect of such indebtedness for borrowed money in an                            enforcement  of  any  encumbrance  given  by  such  borrower  over  any                            such asset or assets or the income, cash flow or other proceeds deriving                            therefrom (or given by any shareholder or the like in the borrower over                            its  shares  or  the  like  in  the  capital  of  the  borrower)  to  secure  such                            indebtedness for borrowed money, provided that (aa) the extent of such                            recourse  to  such  borrower  is  limited  solely  to  the  amount  of  any                            recoveries  made  on  any  such  enforcement,  and  (bb)  such  person  or                            persons is/are not entitled, by virtue of any right or claim arising out of                            or  in  connection  with  such indebtedness  for  borrowed  money,  to                            commence  proceedings  for  the  winding  up  or  dissolution  of  the                            borrower  or  to  appoint  or  procure  the  appointment  of  any  receiver,                            trustee or similar person or officer in respect of the borrower or any of                            its assets (save for the assets the subject of such encumbrance); and/or                                            115  EU-DOCS\28920910.8 





 






                       III.  recourse  to  such  borrower  generally,  or  directly  or  indirectly  to  a                            member of the Group, under any form of assurance, undertaking or                            support, which recourse is limited to a claim for damages (other than                            liquidated  damages  and  damages  required  to  be  calculated  in  a                            specified  way)  for  breach  of  an  obligation  (not  being  a  payment                            obligation  or  an  obligation  to  procure  payment  by  another  or  an                            indemnity in respect thereof or any obligation to comply or to procure                            compliance  by  another  with  any  financial  ratios  or  other  tests  of                            financial  condition)  by  the  person  against  whom  such  recourse  is                            available.                outstanding means, in relation to the Notes, all the Notes issued except (a) those that               have  been  redeemed  in  accordance  with  the  Trust  Deed,  (b)  those  that  have  been               redeemed in accordance with these Conditions, (c) those in respect of which the date               for redemption has occurred and the redemption moneys (including all interest accrued               on such Notes to the date for such redemption and any interest payable after such date)               have been duly paid to the Note Trustee or to the Issuing and Paying Agent as provided               in Clause 2 (Issue of Notes and Covenant to pay) of the Trust Deed and in the manner               provided  in  the  Agency  Agreement  and  remain  available  for  payment  against               presentation and surrender of Notes, Certificates and/or Coupons, as the case may be               in accordance with these Conditions, (d) those that have become void or in respect of               which claims have become prescribed, (e) those that have been purchased and cancelled               as provided in these Conditions (including those Retained Notes which the Relevant               Issuer has elected or is required to surrender for cancellation pursuant to Condition 6(k)               (Cancellation))  and notice  of  the  cancellation  of  which  has  been  given  to  the  Note               Trustee,  (f)  those  mutilated  or  defaced  Bearer  Notes  that  have  been  surrendered  or               cancelled  in  exchange  for  replacement  Bearer  Notes,  (g)  (for  the  purpose  only  of               determining how many Notes are outstanding and without prejudice to their status for               any other purpose) those Bearer Notes alleged to have been lost, stolen or destroyed               and in respect of which replacement Notes have been issued, (h) any temporary Global               Note to the extent that it shall have been exchanged for a permanent Global Note and               any  Global  Note  to  the  extent  that  it  shall  have  been  exchanged  for  one  or  more               Definitive Notes, in either case pursuant to its provisions provided that for the purposes               of (1) ascertaining the right to attend and vote at any meeting of the Noteholders, (2)               the determination of how many Notes are outstanding for the purposes of this Condition               12  (Events  of  Default) and  Condition 13  (Meetings  of  Noteholders,  Modification,               Waiver and Substitution) and Schedule 7 (Provisions for Meetings of Noteholders) of               the Trust Deed, (3) the exercise of any discretion, power or authority that the Note               Trustee is required, expressly or impliedly, to exercise in or by reference to the interests               of the Noteholders and (4) the certification (where relevant) by the Note Trustee as to               whether an Event of Default is in its opinion materially prejudicial to the interests of               the Noteholders, those Notes that are beneficially held by or on behalf of the Relevant               Issuer and not cancelled (including, for the avoidance of doubt, any Retained Notes for               so long as they are held by or on behalf of the Relevant Issuer) shall (unless no longer               so held) be deemed not to remain outstanding.  Save for the purposes of the proviso               herein, in the case of each NGN, the Note Trustee shall rely on the records of Euroclear               and Clearstream, Luxembourg in relation to any determination of the nominal amount               outstanding of each NGN.                Principal Subsidiary at any time shall mean each Subsidiary of the Relevant Issuer (in               each case not being an Excluded Subsidiary or any other Subsidiary of the Relevant               Issuer,  as  the  case  may  be,  whose  only  indebtedness  for  borrowed  money  is  Non-              recourse Indebtedness):                                            116  EU-DOCS\28920910.8 





 






                (A)    whose (a) profits on ordinary activities before tax or (b) gross assets, in each                      case attributable to the Relevant Issuer represent 20 per cent. or more of the                      consolidated profits on ordinary activities before tax of the Group or, as the                      case may be, consolidated gross assets of the Group, in each case as calculated                      by reference to the then latest audited financial statements of such Subsidiary                      (consolidated in the case of a company which itself has Subsidiaries) and the                      then latest audited consolidated financial statements of the Group provided that                      in the case of a Subsidiary acquired after the end of the financial period to which                      the then latest audited consolidated financial statements of the Group relate, the                      reference  to  the  then  latest  audited  consolidated  financial  statements  of  the                      Group  for  the  purposes  of  the  calculation  above  shall,  until  consolidated                      financial statements for the financial period in which the acquisition is made                      have been prepared and audited as aforesaid, be deemed to be a reference to                      such first-mentioned financial statements as if such Subsidiary had been shown                      in  such  financial  statements  by  reference  to  its  then  latest  relevant  audited                      financial statements, adjusted as deemed appropriate by the Auditors; or                (B)    to which is transferred all or substantially all of the business, undertaking and                      assets of a Subsidiary of the Relevant Issuer which immediately prior to such                      transfer is a Principal Subsidiary, whereupon the transferor Subsidiary shall                      cease to be a Principal Subsidiary and the transferee Subsidiary shall cease to                      be a Principal Subsidiary under the provisions of this sub-paragraph (B), upon                      publication of its next audited financial statements (but without prejudice to the                      provisions of sub-paragraph (A) above) but so that such transferor Subsidiary                      or such transferee Subsidiary may be a Principal Subsidiary of the Relevant                      Issuer  on  or  at  any  time  after  the  date  on  which  such  audited  financial                      statements have been published by virtue of the provisions of sub-paragraph                      (A) above or before, on or at any time after such date by virtue of the provisions                      of this sub-paragraph (B).                A certificate by two directors of the Relevant Issuer that, in their opinion, a Subsidiary               of the Relevant Issuer is or is not or was or was not at any particular time or throughout               any specified period a Principal Subsidiary may be relied upon by the Note Trustee               without further enquiry or evidence and the Note Trustee will not be responsible or               liable for any loss occasioned by acting on such a certificate and, if relied upon by the               Note Trustee, shall be conclusive and binding on all parties, whether or not addressed               to each such party.   13.   Meetings of Noteholders, Modification, Waiver and Substitution   (a)   Meetings  of  Noteholders: The  Trust  Deed  contains  provisions  for  convening  meetings  of        Noteholders of one or more Series of Notes to consider any matter affecting their interests,        including  the sanctioning  by  Extraordinary  Resolution  (as  defined  in  the  Trust  Deed)  of  a        modification of any of these Conditions or any provisions of the Trust Deed. Such a meeting        may  be convened by Noteholders holding not less than 10 per cent. in nominal amount of the        affected Series of Notes for the time being outstanding. The quorum for any meeting convened        to consider an Extraordinary Resolution shall be two or more persons holding or representing        one more than 50 per cent. in nominal amount of the affected Series of 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 affected Series of Notes held or represented,        unless the business of such meeting includes consideration of proposals, inter alia:         (i)    to amend the dates of maturity or redemption of the Notes or any date for payment of               interest or Interest Amounts on the Notes;                                            117  EU-DOCS\28920910.8 





 






         (ii)   to reduce or cancel the nominal amount of, or any premium payable on redemption of,               the Notes;         (iii)  to reduce the rate or rates of interest in respect of the Notes or to vary the method or               basis of calculating the rate or rates or amount of interest or the basis for calculating               any Interest Amount in respect of the Notes;         (iv)   if a Minimum and/or a Maximum Rate of Interest or Redemption Amount is shown in               the Final Terms, to reduce any such Minimum and/or Maximum;         (v)    to vary any method of, or basis for, calculating the Final Redemption Amount, the Early               Redemption Amount or the Optional Redemption Amount, including the method of               calculating the Amortised Face Amount;         (vi)   to vary the currency or currencies of payment or denomination of the Notes;         (vii)  to sanction the exchange or substitution for the Notes of, or the conversion of the Notes               into, shares, bonds or other obligations or securities of the Relevant Issuer, whether or               not those rights arise under the Trust Deed; or         (viii) to modify the provisions concerning the quorum required at any meeting of Noteholders               or the majority required to pass the Extraordinary Resolution,         in which case the necessary quorum shall be two or more persons holding or representing not        less than 75 per cent., or at any adjourned meeting not less than 25 per cent., in nominal amount        of the affected Series of Notes for the time being outstanding. Any Extraordinary Resolution        duly passed shall be binding on all Noteholders (whether or not they were present at the meeting        at which such resolution was passed) and on all Couponholders.         The Trust Deed provides that a resolution in writing signed by or on behalf of the holders of        not less than 75 per cent. in nominal amount of the Notes outstanding shall for all purposes be        as valid and effective as an Extraordinary Resolution passed at a meeting of affected Series of        Noteholders duly convened and held. Such a resolution in writing may be contained in one        document or several documents in the same form, each signed by or on behalf of one or more        Noteholders.   (b)   Modification of the Trust Deed: The Note Trustee may agree, without the consent of the        Noteholders or Couponholders, (i) to any modification of any of the provisions of the Trust        Deed or the Notes, or Coupons or these Conditions that is of a formal, minor or technical nature        or is made to correct a manifest error, and (ii) if in the opinion of the Note Trustee the interests        of the Noteholders will not be materially prejudiced thereby, to any other modification (except        as mentioned in the Trust Deed), and any waiver or authorisation of any breach or proposed        breach of any of the provisions of the Trust Deed or the Notes, or Coupons or these Conditions,        or determine that any Event of Default shall not be treated as such. Any such modification,        authorisation or waiver shall be binding on the Noteholders and the Couponholders and, if the        Note Trustee so requires, such modification shall be notified to the Noteholders as soon as        practicable.   (c)   Substitution: The Note Trustee may agree, subject to the execution of a deed or undertaking        supplemental to the Trust Deed in form and manner satisfactory to the Note Trustee and such        other conditions as the Note Trustee may require, but without the consent of the Noteholders or        the Couponholders, to the substitution of the Relevant Issuer’s successor in business in place of        the Relevant Issuer or of any previous substituted company, as principal debtor under the Trust        Deed and the Notes. In the case of such a substitution the Note Trustee may agree, without the        consent of the Noteholders or the Couponholders, to a change of the law governing the Notes,                                            118  EU-DOCS\28920910.8 





 






         the Coupons, the Talons and/or the Trust Deed provided that such change would not in the        opinion of the Note Trustee be materially prejudicial to the interests of the Noteholders.   (d)   Entitlement of the Note Trustee: In connection with the exercise of its functions (including        but not limited to those referred to in this Condition) the Note Trustee shall have regard to the        interests of the Noteholders (excluding the Relevant Issuer for so long as it holds any Retained        Notes) as a class and shall not have regard to the consequences of such exercise for individual        Noteholders or Couponholders and the Note Trustee shall not be entitled to require, nor shall        any  Noteholder  or  Couponholder  be  entitled  to  claim,  from  the Relevant  Issuer  any        indemnification  or  payment  in  respect  of  any  tax  consequence  of  any  such  exercise  upon        individual Noteholders or Couponholders.   (e)   Modifications         These Conditions may be amended, modified or varied in relation to any Series of Notes by the        terms of the relevant Final Terms in relation to such Series.   14.   Enforcement         At any time after the occurrence of an Event of Default which is continuing, and, in the case of        paragraph (ii) of Condition 12 (Events of Default) where the Note Trustee has certified (without        liability on its part) that in its opinion such event is materially prejudicial to the interests of the        Noteholders, the Note Trustee may, at its discretion and without further notice, institute such        proceedings against the Relevant Issuer as it may think fit to enforce the terms of the Trust        Deed, the Notes and the Coupons, but it need not take any such proceedings unless (a) it shall        have been so directed by an Extraordinary Resolution or so requested in writing by Noteholders        holding at least one-quarter in nominal amount of the Notes outstanding, and (b) it shall have        been  indemnified  and/or  secured  and/or  prefunded  to  its  satisfaction.  No  Noteholder  or        Couponholder may proceed directly against the Relevant Issuer unless the Note Trustee, having        become  bound  so  to  proceed,  fails  to  do  so  within  a  reasonable  time  and  such  failure  is        continuing.   15.   Indemnification of the Note Trustee         The Trust Deed contains provisions for the indemnification of the Note Trustee and for its relief        from responsibility. The Note Trustee is entitled to enter into business transactions with the        Issuers and any entity related to the Issuers without accounting for any profit.         The Note Trustee may rely without liability on a report, confirmation or certificate or any advice        of any accountants, financial advisers, financial institution or any other expert, whether or not        addressed to it and whether their liability in relation thereto is limited (by its terms or by any        engagement letter relating thereto entered into by the Note Trustee or in any other manner) by        reference to a monetary cap, methodology or otherwise. The Note Trustee may accept and shall        be entitled to rely on any such report, confirmation or certificate or advice and such report,        confirmation or certificate or advice shall be binding on the Issuers, the Note Trustee and the        Noteholders.   16.   Replacement of Notes, Certificates, Coupons and Talons         If a Note, Certificate, Coupon or Talon is lost, stolen, mutilated, defaced or destroyed, it may        be  replaced,  subject  to  applicable  laws,  regulations  and  stock  exchange  or  other  relevant        authority regulations, at the specified office of the Issuing and Paying Agent in London (in the        case of Bearer Notes, Coupons or Talons) and of the Registrar (in the case of Certificates) or        such other Paying Agent or Transfer Agent, as the case may be, as may from time to time be        designated by the Relevant Issuer for the purpose and notice of whose designation is given to        Noteholders,  in  each  case  on  payment  by  the  claimant  of  the  fees  and  costs  incurred  in                                            119  EU-DOCS\28920910.8 





 






         connection therewith and on such terms as to evidence, security and indemnity (which may        provide, inter alia, that if the allegedly lost, stolen or destroyed Note, Certificate, Coupon or        Talon is subsequently presented for payment or, as the case may be, for exchange for further        Coupons,  there  shall  be  paid  to  the  Relevant  Issuer  on  demand  the  amount  payable  by  the        Relevant  Issuer  in  respect of  such  Notes,  Certificates,  Coupons  or  further  Coupons)  and        otherwise as the Relevant Issuer may require. Mutilated or defaced Notes, Certificates, Coupons        or Talons must be surrendered before replacements will be issued.   17.   Further Issues         The  Relevant  Issuer  may  from  time  to  time  without  the  consent  of  the  Noteholders  or        Couponholders create and issue further securities either having the same terms and conditions        as the Notes in all respects (or in all respects save for the Issue Date, Interest Commencement        Date and Issue Price) and so that such further issue shall be consolidated and form a single        series with the outstanding securities of any series (including the Notes) or upon such different        terms  as  the  Relevant  Issuer  may  determine  at  the  time  of  their  issue.  References  in  these        Conditions to the Notes include (unless the context requires otherwise) any other securities        issued pursuant to this Condition and forming a single series with the Notes. Any further issues        may be constituted by the Trust Deed or any deed supplemental to it. The Trust Deed contains        provisions for convening a single meeting of the Noteholders and the holders of securities of        other series where the Note Trustee so decides.   18.   Notices         Notices to the holders of Registered Notes shall be mailed to them at their respective addresses        in the Register and deemed to have been given on the fourth weekday (being a day other than a        Saturday or a Sunday) after the date of mailing. Notices to the holders of Bearer Notes shall be        valid if published in a daily newspaper of general circulation in London (which is expected to        be  the Financial  Times).  If  in  the  opinion  of  the  Note  Trustee  any  such  publication  is  not        practicable, notice shall be validly given if published in another leading daily English language        newspaper with general circulation in Europe. Any such notice shall be deemed to have been        given on the date of such publication or, if published more than once or on different dates, on        the first date on which publication is made, as provided above.         Couponholders shall be deemed for all purposes to have notice of the contents of any notice        given to the holders of Bearer Notes in accordance with this Condition.   19.   Contracts (Rights of Third Parties) Act 1999         No person shall have any right to enforce any term or condition of the Notes under the Contracts        (Rights of Third Parties) Act 1999.   20.   Governing Law and Jurisdiction   (a)   Governing  Law: The  Trust  Deed,  the  Notes,  the  Coupons  and  the  Talons  and  any  non-       contractual obligations arising out of or in connection with them are governed by, and shall be        construed in accordance with, English law.   (b)   Jurisdiction: The Courts of England are to have jurisdiction to settle any disputes that may        arise out of or in connection with any Notes, Coupons or Talons (including any non-contractual        obligations  arising  out  of  or  in  connection  with  them)  and  accordingly  any  legal  action  or        proceedings arising out of or in connection with any Notes, Coupons or Talons may be brought        in such courts. The Issuers have in the Trust Deed irrevocably submitted to the jurisdiction of        such courts.                                               120  EU-DOCS\28920910.8 





 






                                                                   121  EU-DOCS\28920910.8 





 






                                      SCHEDULE 5                                  FORM OF COUPON   On the front:   [ISSUER]   EURO MEDIUM TERM NOTE PROGRAMME   Series No. [•]   [Title of issue]   Coupon for [[set out amount due, if known]/the amount] due on [the Interest Payment Date falling  in]*[•],[•].   [Coupon relating to Note in the nominal amount of [•]]**   This Coupon is payable to bearer (subject to the Conditions endorsed on the Note to which this Coupon  relates, which shall be binding upon the holder of this Coupon whether or not it is for the time being  attached to such Note) at the specified offices of the Issuing and Paying Agent and the Paying Agents  set out on the reverse hereof (or any other Issuing and Paying Agent or further or other Paying Agents  or specified offices duly appointed or nominated and notified to the Noteholders).   [If the Note to which this Coupon relates shall have become due and payable before the maturity date  of this Coupon, this Coupon shall become void and no payment shall be made in respect of it.]***   ANY  UNITED  STATES  PERSON  WHO  HOLDS  THIS  OBLIGATION  WILL  BE  SUBJECT  TO  LIMITATIONS  UNDER  THE  UNITED  STATES  INCOME  TAX  LAWS,  INCLUDING  THE  LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE  CODE.   [ISSUER]   By:          [Cp. No.]        [Denomination]  [ISIN]           [Series]         [Certif. No.]                                                                            122  EU-DOCS\28920910.8 





 






   On the back:   ISSUING AND PAYING AGENT   [•]      PAYING AGENT[S]   [•]   [•]      [*Only necessary where Interest Payment Dates are subject to adjustment in accordance with a Business  Day Convention otherwise the particular interest Payment Date should be specified.]   [**Only required for Coupons relating to Floating Rate or Index Linked Interest Notes that are issued  in more than one denomination.]   [***Delete if Coupons are not to become void upon early redemption of Note.]                                            123  EU-DOCS\28920910.8 





 






                                      SCHEDULE 6                                   FORM OF TALON   On the front:   [ISSUER]   EURO MEDIUM TERM NOTE PROGRAMME   Series No. [•]   [Title of issue]   Talon for further Coupons falling due on [the Interest Payment Dates falling in]*[][].   [Talon relating to Note in the nominal amount of [•]]**   After all the Coupons relating to the Note to which this Talon relates have matured, further Coupons  (including if appropriate a Talon for further Coupons) shall be issued at the specified office of the  Issuing and Paying Agent set out on the reverse hereof (or any other Issuing and Paying Agent or  specified office duly appointed or nominated and notified to the Noteholders) upon production and  surrender of this Talon.   If the Note to which this Talon relates shall have become due and payable before the original due date  for exchange of this Talon, this Talon shall become void and no exchange shall be made in respect of  it.   ANY  UNITED  STATES  PERSON  WHO  HOLDS  THIS  OBLIGATION  WILL  BE  SUBJECT  TO  LIMITATIONS  UNDER  THE  UNITED  STATES  INCOME  TAX  LAWS,  INCLUDING  THE  LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE  CODE.   [ISSUER]   By:       [Talon No.]          [ISIN]               [Series]             [Certif. No.]                                                                             124  EU-DOCS\28920910.8 





 






   On the back:   ISSUING AND PAYING AGENT   [•]      [* The maturity dates of the relevant Coupons should be set out if known, otherwise reference should  be made to the months and years in which the Interest Payment Dates fall due.]   [** Only required where the Series comprises Notes of more than one denomination.]                                               125  EU-DOCS\28920910.8 





 






                                      SCHEDULE 7                   PROVISIONS FOR MEETINGS OF NOTEHOLDERS   Interpretation   1.    In this Schedule:         (a)    references to a meeting are to a meeting of Noteholders of one or more Series of Notes               issued by the Relevant Issuer and include, unless the context otherwise requires, any               adjournment;         (b)    references to Notes and Noteholders are only to the Notes of the one or more Series in               respect of which a meeting has been, or is to be, called, and to the holders of these               Notes, respectively;         (c)    agent means  a  holder  of  a  voting  certificate  or  a  proxy  for,  or representative  of,  a               Noteholder;         (d)    block voting instruction means an instruction issued in accordance with paragraphs 8               to 14;         (e)    Extraordinary Resolution means a resolution passed at a meeting duly convened and               held in accordance with this Trust Deed by a majority of at least 75 per cent. of the               votes cast;         (f)    proxy has the meaning given to it in paragraph 9(f) below;         (g)    required  proportion means  the  proportion  of  the  Notes  shown  by  the  table  in               paragraph 19 below;         (h)    voting certificate means a certificate issued in accordance with paragraphs 5, 6, 7 and               14; and         (i)    references  to  persons  representing  a  proportion  of  the  Notes  are  to  Noteholders  or               agents  holding  or  representing  in  the  aggregate  at  least  that  proportion  in  nominal               amount of the Notes for the time being outstanding.   Powers of meetings   2.    A meeting shall, subject to the Conditions and without prejudice to any powers conferred on        other persons by this Trust Deed, have power by Extraordinary Resolution:         (a)    to approve proposals relating to reserved matters listed in Condition 13 (Meetings of               Noteholders, Modification, Waiver and Substitution);         (b)    to  sanction  any  proposal  by  the Relevant Issuer  or  the  Note  Trustee  for  any               modification, abrogation, variation or compromise of, or arrangement in respect of, the               rights  of  the  Noteholders  and/or  the  Couponholders  against  the Relevant Issuer,               whether or not those rights arise under this Trust Deed;         (c)    to assent to any modification of this Trust Deed, the Notes, the Talons or the Coupons               proposed by the Relevant Issuer or the Note Trustee;         (d)    to authorise anyone (including the Note Trustee) to concur in and do anything necessary               to carry out and give effect to an Extraordinary Resolution;                                            126  EU-DOCS\28920910.8 





 






         (e)    to  give  any  authority,  direction  or  sanction  required  to  be  given  by  Extraordinary               Resolution;         (f)    to appoint any persons (whether Noteholders or not) as a committee or committees to               represent the Noteholders’ interests and to confer on them any powers or discretions               which the Noteholders could themselves exercise by Extraordinary Resolution;         (g)    to approve a proposed new Note Trustee and to remove a Note Trustee;         (h)    (other  than  as  permitted  under  Clause 15.2 of  this  Trust  Deed)  to  approve  the               substitution  of  any  entity  for  the Relevant Issuer  (or  any  previous  substitute)  as               principal debtor under this Trust Deed; and         (i)    to discharge or exonerate the Note Trustee from any liability in respect of any act or               omission for which it may become responsible under this Trust Deed, the Notes, the               Talons or the Coupons,   provided that the special quorum provisions in paragraph 19 shall apply to any Extraordinary Resolution  (a “special quorum resolution”) for the purpose of sub-paragraph 2(b) or 2(h), any of the proposals  listed in Condition 13(a) (Meetings of Noteholders) or any amendment to this proviso.   Convening a meeting   3.    The Relevant Issuer or the Note Trustee may at any time convene a meeting.  If it receives a        written request by Noteholders holding at least 10 per cent. in nominal amount of the Notes of        any Series for the time being outstanding and is indemnified and/or secured and/or pre-funded        to its satisfaction against all costs and expenses, the Note Trustee shall convene a meeting of        the Noteholders of that Series.  Every meeting shall be held on a date and at a time and place        approved by the Note Trustee.   4.    At least 21 days’ notice (exclusive of the day on which the notice is given and of the day of the        meeting) shall be given to the Noteholders and the Paying Agents in relation to the Bearer Notes        and the Registrar in relation to the Registered Notes (with a copy to the Relevant Issuer).  A        copy of the notice shall be given by the party convening the meeting to the other parties.  The        notice  shall  specify  the  day,  time  and  the  place  of  meeting  and,  unless  the  Note  Trustee        otherwise agrees, the nature of the resolutions to be proposed and shall explain how Noteholders        may  appoint  proxies  or  representatives,  obtain  voting  certificates  and  use  block  voting        instructions and the details of the time limits applicable.   Arrangements for voting   5.    If a holder of a Bearer Note wishes to obtain a voting certificate in respect of it for a meeting,        he must deposit it for that purpose at least 48 hours before the time fixed for the meeting with        a Paying Agent or to the order of a Paying Agent with a bank or other depositary nominated by        the Paying Agent for the purpose.  The Paying Agent shall then issue a voting certificate in        respect of it.   6.    A voting certificate shall:         (a)    be a document in the English language;         (b)    be dated;         (c)    specify the meeting concerned and the serial numbers of the Notes deposited; and         (d)    entitle, and state that it entitles, its bearer to attend and vote at that meeting in respect               of those Notes.                                            127  EU-DOCS\28920910.8 





 






   7.    Once a Paying Agent has issued a voting certificate for a meeting in respect of a Note, it shall        not release the Note until either:         (a)    the meeting has been concluded; or         (b)    the voting certificate has been surrendered to the Paying Agent.   8.    If a holder of a Bearer Note wishes the votes attributable to it to be included in a block voting        instruction for a meeting, then, at least 48 hours before the time fixed for the meeting, (i) he        must deposit the Note for that purpose with a Paying Agent or to the order of a Paying Agent        with a bank or other depositary nominated by the Paying Agent for the purpose and (ii) he or a        duly authorised person on his behalf must direct the Paying Agent how those votes are to be        cast.  The Paying Agent shall issue a block voting instruction in respect of the votes attributable        to all Notes so deposited.   9.    A block voting instruction shall:         (a)    be a document in the English language;         (b)    be dated;         (c)    specify the meeting concerned;         (d)    list the total number and serial numbers of the Notes deposited, distinguishing with               regard to each resolution between those voting for and those voting against it;         (e)    certify that such list is in accordance with Notes deposited and directions received as               provided in paragraphs 8, 11 and 14; and         (f)    appoint a named person (a “proxy”) to vote at that meeting in respect of those Notes               and in accordance with that list.   A proxy need not be a Noteholder.   10.   Once a Paying Agent has issued a block voting instruction for a meeting in respect of the votes        attributable to any Notes:         (a)    it shall not release the Notes, except as provided in paragraph 11, until the meeting has               been concluded; and         (b)    the directions to which it gives effect may not be revoked or altered during the 48 hours               before the time fixed for the meeting.   11.   If  the  receipt  for  a  Note  deposited  with  a  Paying  Agent  in  accordance  with  paragraph  8  is        surrendered to the Paying Agent at least 48 hours before the time fixed for the meeting, the        Paying Agent shall release the Note and exclude the votes attributable to it from the block voting        instruction.   12.   Each block voting instruction shall be deposited at least 24 hours before the time fixed for the        meeting at such place as the Note Trustee shall designate or approve, and in default it shall not        be valid unless the chairman of the meeting decides otherwise before the meeting proceeds to        business.   If  the  Note  Trustee  requires,  a  notarially  certified  copy  of  each  block  voting        instruction  shall  be  produced  by  the  proxy  at  the  meeting  but  the  Note  Trustee  need  not        investigate or be concerned with the validity of the proxy’s appointment.   13.   A vote cast in accordance with a block voting instruction shall be valid even if it or any of the        Noteholders’ instructions pursuant to which it was executed has previously been revoked or                                            128  EU-DOCS\28920910.8 





 






         amended,  unless  written  intimation  of  such  revocation  or  amendment  is  received  from  the        relevant Paying Agent by the Relevant Issuer or the Note Trustee at its registered office or by        the chairman of the meeting in each case at least 24 hours before the time fixed for the meeting.   14.   No Note may be deposited with or to the order of a Paying Agent at the same time for the        purposes of both paragraph 5 and paragraph 8 for the same meeting.   15.            (a)    A holder of a Registered Note may, by an instrument in writing in the form available               from the specified office of a Transfer Agent in the English language executed by or on               behalf of the holder and delivered to the Transfer Agent at least 48 hours before the               time fixed for a meeting, appoint any person (a proxy) to act on his behalf in connection               with that meeting.  A proxy need not be a Noteholder.         (b)    A corporation which holds a Registered Note may by delivering to a Transfer Agent at               least 24 hours before the time fixed for a meeting a certified copy of a resolution of its               directors or other governing body (with, if it is not in English, a certified translation               into English) authorise any person to act as its representative (a “representative”) in               connection with that meeting.   Chairman   16.   The chairman of a meeting shall be such person as the Note Trustee may nominate in writing,        but if no such nomination is made or if the person nominated is not present within 15 minutes        after the time fixed for the meeting the Noteholders or agents present shall choose one of their        number  to  be  chairman,  failing  which  the  Relevant  Issuer  may  appoint  a  chairman.   The        chairman need not be a Noteholder or agent.  The chairman of an adjourned meeting need not        be the same person as the chairman of the original meeting.   Attendance   17.   The following may attend and speak at a meeting:         (a)    Noteholders and agents;         (b)    the chairman;         (c)    the Relevant Issuer and the Note Trustee (through their respective representatives) and               their respective financial and legal advisers;         (d)    the Dealers and their advisers;         (e)    any other person approved by the meeting or the Note Trustee; and         (f)    in relation to Registered Notes, the Registrar, or in relation to Bearer Notes, the Issuing               and Paying Agent.   No-one else may attend or speak.   Quorum and Adjournment   18.   No business (except choosing a chairman) shall be transacted at a meeting unless a quorum is        present at the commencement of business.  If a quorum is not present within 15 minutes from        the time initially fixed for the meeting, it shall, if convened on the requisition of Noteholders        or if the Relevant Issuer and the Note Trustee agree, be dissolved.  In any other case it shall be        adjourned until such date, not less than 14 nor more than 42 days later, and time and place as                                            129  EU-DOCS\28920910.8 





 






         the chairman may decide.  If a quorum is not present within 15 minutes from the time fixed for        a meeting so adjourned, the meeting shall be dissolved.   19.   Two (or in the case of an adjourned meeting one) or more Noteholders or agents present in        person shall be a quorum provided, however, that, so long as at least the required proportion of        the aggregate principal amount of the outstanding Notes is represented by, in the case of Bearer        Notes, the Global Notes or, in the case of Registered Notes, the Global Certificates or a single        Certificate,  in  the  context  of  Registered  Notes,  an  agent  appointed  in  relation  thereto  or  a        Noteholder of the Notes represented thereby shall be deemed to be two voters (or in the case of        an adjourned meeting, one voter) for the purpose of forming a quorum:         (a)    in  the  cases  marked “No  minimum  proportion” in  the  table  below,  whatever  the               proportion of the Notes which they represent; and         (b)    in any other case, only if they represent, in nominal amount of the affected Series of               Notes for the time being outstanding, the proportion of the Notes shown by the table               below.           COLUMN 1                 COLUMN 2                  COLUMN 3           Purpose of meeting       Any  meeting  except  one Meeting        previously                                   referred to in column 3   adjourned through want of a                                                             quorum                                   Required proportion                                                             Required proportion           To  pass  a  special  quorum 75 per cent.          25 per cent.          resolution           To   pass    any   other One more than 50 per cent. No minimum proportion          Extraordinary Resolution           Any other purpose        One more than 10 per cent. No minimum proportion     20.   The chairman may with the consent of (and shall if directed by) a meeting adjourn the meeting        from time to time and from place to place.  Only business which could have been transacted at        the original meeting may be transacted at a meeting adjourned in accordance with this paragraph        or paragraph 18.   21.   At least ten days’ notice of a meeting adjourned through want of a quorum shall be given in the        same manner as for an original meeting and that notice shall state the quorum required at the        adjourned meeting.  No notice need, however, otherwise be given of an adjourned meeting.   Voting   22.   Each question submitted to a meeting shall be decided by a show of hands unless a poll is        (before, or on the declaration of the result of, the show of hands) demanded by the chairman,        the Relevant Issuer, the Note Trustee or one or more persons holding one or more Notes or        voting certificates representing 2 per cent. of the Notes.   23.   Unless a poll is demanded a declaration by the chairman that a resolution has or has not been        passed shall be conclusive evidence of the fact without proof of the number or proportion of        the votes cast in favour of or against it.                                            130  EU-DOCS\28920910.8 





 






   24.   If a poll is demanded, it shall be taken in such manner and (subject as provided below) either at        once or after such adjournment as the chairman directs.  The result of the poll shall be deemed        to be the resolution of the meeting at which it was demanded as at the date it was taken.  A        demand for a poll shall not prevent the meeting continuing for the transaction of business other        than the question on which it has been demanded.   25.   A poll demanded on the election of a chairman or on a question of adjournment shall be taken        at once.   26.   On a show of hands every person who is present in person and who produces a Bearer Note, a        Certificate  of  which  he  is  the  registered  holder  or  a  voting  certificate  or  is  a  proxy  or        representative has one vote.  On a poll every such person has one vote in respect of each integral        currency unit of the Specified Currency of such Series of Notes so produced or represented by        the  voting  certificate  so  produced  or  for  which  he  is  a  proxy  or  representative.   Without        prejudice to the obligations of proxies, a person entitled to more than one vote need not use        them all or cast them all in the same way.   27.   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 any other votes which he may have.   Effect and Publication of an Extraordinary Resolution   28.   An Extraordinary Resolution shall be binding on all the Noteholders, whether or not present at        the meeting, and on all the Couponholders and each of them shall be bound to give effect to it        accordingly. The  passing  of  such  a  resolution  shall  be  conclusive  evidence  that  the        circumstances justify its being passed.  The Relevant Issuer shall give notice of the passing of        an  Extraordinary  Resolution  to  Noteholders  and,  in  relation  to  Bearer  Notes,  to  the  Paying        Agents, and in relation to Registered Notes, to the Registrar within 14 days but failure to do so        shall not invalidate the resolution.   Minutes   29.   Minutes shall be made of all resolutions and proceedings at every meeting and, if purporting to        be signed by the chairman of that meeting or of the next succeeding meeting, shall be conclusive        evidence of the matters in them.  Unless and until the contrary is proved, every meeting for        which minutes have been so made and signed shall be deemed to have been duly convened and        held and all resolutions passed or proceedings transacted at it to have been duly passed and        transacted.   Written Resolutions   30.   A written resolution signed by the holders of not less than 75 per cent., in nominal amount of        the  Notes  outstanding  shall  take  effect  as  if  it  were  an  Extraordinary  Resolution.   Such  a        resolution in writing may be contained in one document or several documents in the same form,        each signed by or on behalf of one or more Noteholders.   Note Trustee’s Power to Prescribe Regulations   31.   Subject to all other provisions in this Trust Deed the Note Trustee may without the consent of        the  Noteholders  prescribe  such  further  regulations  regarding  the  holding  of  meetings  and        attendance  and  voting  at  them  as  it  in  its  sole  discretion  determines  including  (without        limitation) such requirements as the Note Trustee thinks reasonable to satisfy itself that the        persons who purport to make any requisition in accordance with this Trust Deed are entitled to        do so and as to the form of voting certificates or block voting instructions so as to satisfy itself        that persons who purport to attend or vote at a meeting are entitled to do so.                                            131  EU-DOCS\28920910.8 





 






   32.   The foregoing provisions of this Schedule shall have effect subject to the following provisions:         (a)    Meetings of Noteholders of separate Series will normally be held separately.  However,               the Note Trustee may from time to time determine that meetings of Noteholders of               separate Series shall be held together.         (b)    A resolution that in the opinion of the Note Trustee affects one Series alone shall be               deemed to have been duly passed if passed at a separate meeting of the Noteholders of               the Series concerned.         (c)    A resolution that in the opinion of the Note Trustee affects the Noteholders of more               than one Series but does not give rise to a conflict of interest between the Noteholders               of the different Series concerned shall be deemed to have been duly passed if passed at               a single meeting of the Noteholders of the relevant Series provided that for the purposes               of determining the votes a Noteholder is entitled to cast pursuant to paragraph 26, each               Noteholder shall have one vote in respect of each £1,000 nominal amount of Notes               held,  converted,  if  such  Notes  are  not  denominated  in  sterling,  in  accordance  with               Subclause 11.16 (Currency Conversion).         (d)    A resolution that in the opinion of the Note Trustee affects the Noteholders of more               than  one  Series  and  gives  or  may  give  rise  to  a  conflict  of  interest  between  the               Noteholders of the different Series concerned shall be deemed to have been duly passed               only if it shall be duly passed at separate meetings of the Noteholders of the relevant               Series.         (e)    To all such meetings as aforesaid all the preceding provisions of this Schedule shall               mutatis mutandis apply as though references therein to Notes and to Noteholders were               references to the Notes and Noteholders of the Series concerned.   THIS DEED is delivered on the date stated at the beginning.                                               132  EU-DOCS\28920910.8 





 






                                        Signatories   WESTERN POWER DISTRIBUTION (EAST MIDLANDS) PLC   EXECUTED as a deed by WESTERN POWER             )       DISTRIBUTION (EAST MIDLANDS) PLC                )   acting by                                       )  ...........................................................   and                                             )  Director                                                                                                                                                                  ............................................................                                                      Director/Secretary     WESTERN POWER DISTRIBUTION (SOUTH WALES) PLC   EXECUTED as a deed by WESTERN POWER             )       DISTRIBUTION (SOUTH WALES) PLC                  )   acting by                                       )  ...........................................................   and                                             )  Director                                                                                                                                                                  ............................................................                                                      Director/Secretary     WESTERN POWER DISTRIBUTION (SOUTH WEST) PLC   EXECUTED as a deed by WESTERN POWER             )       DISTRIBUTION (SOUTH WEST) PLC                   )   acting by                                       )  ...........................................................   and                                             )  Director                                                                                                                                                                  ............................................................                                                      Director/Secretary                        [Signature Page to the Amended and Restated Trust Deed]     





 






   WESTERN POWER DISTRIBUTION (WEST MIDLANDS) PLC   EXECUTED as a deed by WESTERN POWER             )       DISTRIBUTION (WEST MIDLANDS) PLC                )   acting by                                       )  ...........................................................   and                                             )  Director                                                                                                                                                                  ............................................................                                                      Director/Secretary                             [Signature Page to the Amended and Restated Trust Deed]     





 






   HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED    Signed  as  a  deed  by  ____________________  as authorised  signatory for  HSBC  CORPORATE  TRUSTEE COMPANY (UK) LIMITED in the presence of:    ______________________________    ______________________________ Signature of witness   ______________________________ Name of witness   ______________________________Address of witness   ______________________________   ______________________________   ______________________________ Occupation of witness                                                                                       [Signature Page to the Amended and Restated Trust Deed]