Exhibit
4.63


CONFORMED COPY


DATED 31
AUGUST 2006


COUNTRYWIDE
FINANCIAL CORPORATION


as Issuer


and


COUNTRYWIDE
HOME LOANS, INC.


as Guarantor


and


DEUTSCHE
TRUSTEE COMPANY LIMITED


as Trustee


_____________________________________________


FIRST
SUPPLEMENTAL TRUST DEED


modifying
and restating the provisions of the

Trust Deed dated 15 August 2005

(as supplemented from time to time)

relating to the

U.S. $5,000,000,000

Euro Medium Term Note Programme


_____________________________________________


For the
Issuer and the Guarantor:


GIDE LOYRETTE NOUEL MNP


Citypoint


1 Ropemaker Street


London
EC2Y 9HT


For the
Trustee:


ALLEN & OVERY LLP


One New Change


London EC4M 9QQ
















 


THIS FIRST SUPPLEMENTAL TRUST
DEED is made on 31 August 2006  BETWEEN:


(1)                                COUNTRYWIDE FINANCIAL CORPORATION, a
company incorporated with limited liability in the State of Delaware, whose
principal office is at 4500 Park Granada, Calabasas, California 91302, United
States of America (the Issuer);


(2)                                COUNTRYWIDE HOME LOANS, INC., a
company incorporated with limited liability in the State of New York, whose
principal office is at 4500 Park Granada aforesaid (the Guarantor);
and


(3)                                DEUTSCHE
TRUSTEE COMPANY LIMITED, a company incorporated with limited liability in
England and Wales, whose registered office is at Winchester House, 1 Great
Winchester Street, London EC2N 2DB, England (the Trustee,
which expression shall, wherever the context so admits, include such company
and all other persons or companies for the time being the trustee or trustees
of these presents) as trustee for the Noteholders, the Receiptholders and the
Couponholders (each as defined below).


WHEREAS:


(1)                                 This
First Supplemental Trust Deed is supplemental to the Trust Deed dated 15 August
2005 (the Principal  Trust Deed)
made between the Issuer, the Guarantor and the Trustee and relating to a U.S.$5,000,000,000
Euro Medium Term Note Programme established by the Issuer and the Guarantor.


(2)                                 On
31 August 2006 the Issuer published a modified and updated Prospectus relating
to the Programme (the Prospectus).


(3)                                 Clause
19(B) of the Principal Trust Deed provides that the Trustee may without the
consent or sanction of the Noteholders, the Receiptholders or the Couponholders
at any time and from time to time concur with the Issuer and the Guarantor in
making any modification to the Principal Trust Deed which in the opinion of the
Trustee it may be proper to make provided that the Trustee is of the opinion
that such modification will not be materially prejudicial to the interests of
the Noteholders.


(4)                                 The
Issuer and the Guarantor have requested the Trustee to concur in making the
further modifications to the Principal Trust Deed (modified as aforesaid)
hereinafter contained in order to reflect the relevant modifications to the
Prospectus.


(5)                                 The
Trustee, being of the opinion that the modifications referred to in Recital (4)
above are not materially prejudicial to the interests of the Noteholders, has agreed
to concur with the Issuer and the Guarantor in making such modifications and
has agreed that notice of such modifications need not be given to the
Noteholders.


NOW THIS FIRST SUPPLEMENTAL TRUST DEED WITNESSES
AND IT IS HEREBY AGREED AND DECLARED as follows:


1.            DEFINITIONS


Subject as otherwise provided in this First
Supplemental Trust Deed and unless there is anything in the subject or context
inconsistent therewith, all words and expressions defined in the Principal
Trust Deed (modified as aforesaid) shall have the same meanings in this First
Supplemental Trust Deed.


2.            MODIFICATIONS


Save:



 2
 








 


(A)                              in
relation to all Series of Notes issued during the period up to and including
the day last preceding the date of this First Supplemental Trust Deed and all
(if any) Notes issued after such last preceding day so as to be consolidated
and form a single Series with the Notes of any such Series; and


(B)                                for
the purpose (where necessary) of construing the provisions of this First
Supplemental Trust Deed,


with effect on and from the date of this First
Supplemental Trust Deed:


(1)                                  the
Principal Trust Deed is modified in such manner as would result in the
Principal Trust Deed as modified being in the form set out in the Schedule
hereto; and


(2)                                  the
provisions of the Principal Trust Deed (insofar as the same still have effect)
shall cease to have effect and in lieu thereof the provisions of the Principal
Trust Deed as modified (and being in the form set out in the Schedule hereto)
shall have effect.


3.             GENERAL


(A)                              The Principal
Trust Deed shall henceforth be read and construed in conjunction with this First
Supplemental Trust Deed as one document.


(B)                                A
memorandum of this First Supplemental Trust Deed shall be endorsed by the
Trustee on the Principal Trust Deed and by the Issuer on the duplicate thereof.


IN WITNESS whereof
this First Supplemental Trust Deed has been executed as a deed by the Issuer,
the Guarantor and the Trustee and delivered on the date first written above.



 3















SCHEDULE


TRUST DEED


DATED 15 AUGUST 2005 AND
AMENDED


AND
RESTATED ON 31 AUGUST 2006


COUNTRYWIDE
FINANCIAL CORPORATION


as Issuer


and


COUNTRYWIDE
HOME LOANS, INC.


as Guarantor


and


DEUTSCHE
TRUSTEE COMPANY LIMITED


as Trustee


relating
to a


U.S.$5,000,000,000


Euro Medium Term Note Programme





Allen & Overy LLP











 


CONTENTS


 


	
  Clause

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
  2.

  	
   

  	
  Amount and Issue of the Notes

  	
   

  	
  10

  
	
  3.

  	
   

  	
  Forms of the Notes

  	
   

  	
  12

  
	
  4.

  	
   

  	
  Fees, Duties and Taxes

  	
   

  	
  14

  
	
  5.

  	
   

  	
  Covenant of Compliance

  	
   

  	
  14

  
	
  6.

  	
   

  	
  Cancellation of Notes and Records

  	
   

  	
  14

  
	
  7.

  	
   

  	
  Guarantee

  	
   

  	
  15

  
	
  8.

  	
   

  	
  Non-Payment

  	
   

  	
  17

  
	
  9.

  	
   

  	
  Proceedings, Action and Indemnification

  	
   

  	
  17

  
	
  10.

  	
   

  	
  Application of Moneys

  	
   

  	
  18

  
	
  11.

  	
   

  	
  Notice of Payments

  	
   

  	
  18

  
	
  12.

  	
   

  	
  Investment by Trustee

  	
   

  	
  18

  
	
  13.

  	
   

  	
  Partial Payments

  	
   

  	
  19

  
	
  14.

  	
   

  	
  Covenants by the Issuer and the Guarantor

  	
   

  	
  19

  
	
  15.

  	
   

  	
  Remuneration and Indemnification of Trustee

  	
   

  	
  24

  
	
  16.

  	
   

  	
  Supplement to Trustee Acts

  	
   

  	
  25

  
	
  17.

  	
   

  	
  Trustee’s Liability

  	
   

  	
  30

  
	
  18.

  	
   

  	
  Trustee Contracting with the Issuer and the
  Guarantor

  	
   

  	
  30

  
	
  19.

  	
   

  	
  Waiver, Authorisation and Determination

  	
   

  	
  30

  
	
  20.

  	
   

  	
  Holder of Definitive Note assumed to be
  Receiptholder and Couponholder

  	
   

  	
  32

  
	
  21.

  	
   

  	
  Currency Indemnity

  	
   

  	
  33

  
	
  22.

  	
   

  	
  New Trustee

  	
   

  	
  33

  
	
  23.

  	
   

  	
  Trustee’s Retirement and Removal

  	
   

  	
  34

  
	
  24.

  	
   

  	
  Trustee’s Powers to be Additional

  	
   

  	
  34

  
	
  25.

  	
   

  	
  Notices

  	
   

  	
  34

  
	
  26.

  	
   

  	
  Governing Law

  	
   

  	
  35

  
	
  27.

  	
   

  	
  Submission to Jurisdiction

  	
   

  	
  35

  
	
  28.

  	
   

  	
  Counterparts

  	
   

  	
  36

  
	
  29.

  	
   

  	
  Contracts (Rights of Third Parties) Act 1999

  	
   

  	
  36

  



Schedule


	
  1.

  	
  Terms and Conditions of the Notes

  	
   

  	
  37

  
	
  2.

  	
  Forms of Global and Definitive Notes, Receipt,
  Coupon, Talon and Certificate

  	
   

  	
  63

  
	
   

  	
  Part 1

  	
  Form of Temporary Global Note

  	
   

  	
  63

  
	
   

  	
  Part 2

  	
  Form of Permanent Global Note

  	
   

  	
  72

  
	
   

  	
  Part 3

  	
  Form of Definitive Note

  	
   

  	
  81

  
	
   

  	
  Part 4

  	
  Form of Receipt

  	
   

  	
  85

  
	
   

  	
  Part 5

  	
  Form of Coupon

  	
   

  	
  86

  
	
   

  	
  Part 6

  	
  Form of Talon

  	
   

  	
  87

  
	
  3.

  	
  Provisions for Meetings of Noteholders

  	
   

  	
  89

  
	
   

  	
   

  	
   

  	
   

  
	
  Signatories

  	
   

  	
  97

  



 
















 


THIS
TRUST DEED is made on 15 August 2005 BETWEEN:


(1)                                  COUNTRYWIDE FINANCIAL CORPORATION, a
company incorporated with limited liability in the State of Delaware, whose
principal office is at 4500 Park Granada, Calabasas, California 91302, United
States of America (the Issuer);


(2)                                  COUNTRYWIDE HOME LOANS, INC., a
company incorporated with limited liability in the State of New York, whose
principal office is at 4500 Park Granada aforesaid (the Guarantor);
and


(3)                                  DEUTSCHE TRUSTEE COMPANY LIMITED, a
company incorporated with limited liability in England and Wales, whose
registered office is at Winchester House, 1 Great Winchester Street, London
EC2N 2DB, England (the Trustee, which
expression shall, wherever the context so admits, include such company and all other
persons or companies for the time being the trustee or trustees of these
presents) as trustee for the Noteholders, the Receiptholders and the
Couponholders (each as defined below).


WHEREAS:


(1)                                  By resolutions of the Board of Directors of the Issuer passed on 19-20 August
2005 the Issuer has resolved to establish a Euro Medium Term Note Programme unconditionally
and irrevocably guaranteed by the Guarantor (the Programme) pursuant
to which the Issuer may from time to time issue Notes as set out herein.  Notes up to a maximum nominal amount
(calculated in accordance with Clause 3(5) of the Programme Agreement (as
defined below)) from time to time outstanding of U.S.$5,000,000,000 (subject to
increase as provided in the Programme Agreement) (the Programme Limit)
may be issued by the Issuer pursuant to the said Programme.


(2)                                  By resolutions of the Board of Directors of the Guarantor passed on 14
April 2005 the Guarantor has resolved to guarantee all Notes issued under the
said Programme and to enter into certain covenants as set out in this Trust
Deed.


(3)                                  The Trustee has agreed to act as trustee of these presents for the
benefit of the Noteholders, the Receiptholders and the Couponholders upon and
subject to the terms and conditions of these presents.


NOW THIS TRUST DEED WITNESSES AND
IT IS AGREED AND DECLARED as
follows:


1.                                      DEFINITIONS


(A)                              In these presents, unless there is anything in the subject or context
inconsistent therewith, the following expressions shall have the following
meanings:


Agency Agreement means the agreement dated 31 August 2006, as amended and/or
supplemented and/or restated from time to time, pursuant to which the Issuer
and the Guarantor have appointed the Agent and the other Paying Agents in
relation to all or any Series of the Notes and any other agreement for the time
being in force appointing another Agent or further or other Paying Agents in
relation to all or any Series of the Notes, or in connection with their duties,
the terms of which have previously been approved in writing by the Trustee,
together with any agreement for the time being in force amending or modifying
with the prior written approval of the Trustee any of the aforesaid agreements;


Agent means, in relation to all or any Series of the Notes, Deutsche Bank AG,
London Branch a corporation domiciled in Frankfurt am Main, Germany, operating
in the United Kingdom under


 



 1
 








 


branch number HR000005, acting through its London
branch at Winchester House, 1 Great Winchester Street, London EC2N 2DB and
hereinafter referred to as Deutsche Bank AG, London
Branch, or, if applicable, any Successor agent in relation thereto
which shall become such pursuant to the provisions of the Agency Agreement;


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


Auditors means the auditors for the time being of the Issuer or, as the case may
be, the Guarantor or, in the event of their being unable or unwilling promptly
to carry out any action requested of them pursuant to the provisions of these
presents, such other firm of accountants as may be nominated or approved by the
Trustee for the purposes of these presents;


Calculation Agent means, in relation to all or any Series of the Notes, the person
appointed as such from time to time pursuant to the provisions of the Agency
Agreement or, if applicable, any Successor calculation agent in relation
thereto which shall become such pursuant to the provisions of the Agency
Agreement;


CGN means a Global Note where the applicable Final Terms specify the Notes
as not being in NGN form;


Clearstream, Luxembourg means Clearstream Banking, société anonyme;


Common Safekeeper means the party appointed to provide safekeeping for Notes issued in
NGN form;


Conditions means, in relation to the Notes of any Series, the terms and conditions
endorsed on or incorporated by reference into the Note or Notes constituting
such Series, such terms and conditions being in or substantially in the form
set out in Schedule 1 hereto or in such other form, having regard to the terms
of issue of the Notes of the relevant Series, as may be agreed between the
Issuer, the Agent, the Trustee and the relevant Dealer(s) as modified and
supplemented by the Final Terms applicable to the Notes of the relevant Series,
in each case as from time to time modified in accordance with the provisions of
these presents;


Couponholders means the several persons who are for the time being holders of the
Coupons and includes, where applicable, the Talonholders;


Coupon means an interest coupon appertaining to a Definitive Note (other than
a Zero Coupon Note), such coupon being:


(i)                                     if appertaining to a Fixed Rate Note, in the form or substantially in
the form set out in 

Part 5 A of Schedule 2 hereto or in such other form, having regard to the terms
of issue of the Notes of the relevant Series, as may be agreed between the
Issuer, the Agent, the Trustee and the relevant Dealer(s); or


(ii)                                  if appertaining to a Floating Rate Note or an Indexed Interest Note, in
the form or substantially in the form set out in Part 5 B of Schedule 2 hereto or
in such other form, having regard to the terms of issue of the Notes of the
relevant Series, as may be agreed between the Issuer, the Agent, the Trustee
and the relevant Dealer(s); or


(iii)                               if appertaining to a Definitive Note which is neither a Fixed Rate Note
nor a Floating Rate Note nor an Indexed Interest Note, in such form as may be
agreed between the Issuer, the Agent, the Trustee and the relevant Dealer(s),



 2
 








 


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


Dealers means ABN AMRO Bank N.V., BNP Paribas, Barclays Bank PLC, Calyon, Citigroup
Global Markets Limited, Countrywide Securities Corporation, Deutsche Bank AG,
London Branch, Goldman Sachs International, HSBC Bank plc, J.P. Morgan
Securities Ltd., Lehman Brothers International (Europe), Mizuho International
plc, Morgan Stanley & Co. International Limited, Société Générale, UBS
Limited and WestLB AG, London Branch and any other entity which the Issuer may
appoint as a Dealer and notice of whose appointment has been given to the Agent
and the Trustee by the Issuer in accordance with the provisions of the
Programme Agreement but excluding any entity whose appointment has been
terminated in accordance with the provisions of the Programme Agreement and
notice of which termination has been given to the Agent and the Trustee by the
Issuer in accordance with the provisions of the Programme Agreement and
references to a relevant Dealer or relevant Dealer(s) mean, in relation to any Tranche or
Series of Notes, the Dealer or Dealers with whom the Issuer has agreed the
issue of the Notes of such Tranche or Series and Dealer
means any one of them;


Definitive Note means a Note in definitive form issued or, as the case may require, to
be issued by the Issuer in accordance with the provisions of the Programme
Agreement or any other agreement between the Issuer and the relevant Dealer(s),
the Agency Agreement and these presents in exchange for either a Temporary
Global Note or part thereof or a Permanent Global Note (all as indicated in the
applicable Final Terms), such Note in definitive form being in the form or
substantially in the form set out in Part 3 of Schedule 2 hereto with such
modifications (if any) as may be agreed between the Issuer, the Agent, the
Trustee and the relevant Dealer(s) and having the Conditions endorsed thereon
or, if permitted by the relevant Stock Exchange, incorporating the Conditions
by reference (where applicable to this Trust Deed) as indicated in the
applicable Final Terms and having the relevant information supplementing,
replacing or modifying the Conditions appearing in the applicable Final Terms
endorsed thereon or attached thereto and (except in the case of a Zero Coupon
Note in bearer form) having Coupons and, where appropriate, Receipts and/or
Talons attached thereto on issue;


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


Early Redemption Amount has the meaning ascribed thereto in Condition 6(e);


Euroclear means Euroclear Bank S.A./N.V.;


Eurosystem-eligible NGN means an 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 any of the conditions, events or acts provided in
Condition 9 to be Events of Default (being events upon the happening of
which the Notes of any Series would, subject only to notice by the Trustee as
therein provided, become immediately due and repayable);


Extraordinary Resolution has the meaning ascribed thereto in paragraph 20 of Schedule 3
hereto;


Final Terms has the meaning set out in the Programme Agreement;


Fixed Rate Note means a Note on which interest is calculated at a fixed rate payable in
arrear on a fixed date or fixed dates in each year and on redemption or on such
other dates as may be agreed between the Issuer and the relevant Dealer(s) (as
indicated in the applicable Final Terms);



 3
 








 


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


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


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


Index Linked Note means an Indexed Interest Note and/or an Indexed Redemption Amount
Note, as applicable;


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


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


Interest Payment Date means, in relation to any Floating Rate Note or Indexed Interest Note,
either:


(i)                                     the date which falls the number of months or other period specified as
the Specified Period in the applicable
Final Terms after the preceding Interest Payment Date or the Interest
Commencement Date (in the case of the first Interest Payment Date); or


(ii)                                  such date or dates as are indicated in the applicable Final Terms;


Issue Date means, in respect of any Note, the date of issue and purchase of such
Note pursuant to and in accordance with the Programme Agreement or any other
agreement between the Issuer and the relevant Dealer(s), being in the case of
any Definitive Note represented initially by a Temporary Global Note the same
date as the date of issue of the Temporary Global Note which initially
represented such Note;


Issue Price means the price, generally expressed as a percentage of the nominal
amount of the Notes, at which the Notes will be issued;


Liability means any loss, damage, cost, charge, claim, demand, expense, judgment,
action, proceeding or other liability whatsoever (including, without
limitation, in respect of taxes, duties, levies, imposts and other charges) and
including any value added tax or similar tax charged or chargeable in respect
thereof and legal fees and expenses provided that such legal fees and expenses
shall have been properly incurred;


London Business Day has the meaning set out in Condition 4(b)(v);


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


month means calendar month;


NGN or New Global Note means a Global
Note where the applicable Final Terms specify the Notes as being in NGN form
and accordingly it is intended that such Note, upon issue, will be deposited
with the Common Safekeeper;



 4
 








 


Non-eligible NGN means an NGN which
is not intended to be held in a manner which would allow Eurosystem
eligibility, as stated in the applicable Final Terms;


Note means a note issued pursuant to the Programme and denominated in such
currency or currencies as may be agreed between the Issuer and the relevant
Dealer(s) which:


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


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


issued or to be issued by the Issuer pursuant to the
Programme Agreement or any other agreement between the Issuer and the relevant
Dealer(s), the Agency Agreement and these presents and which shall initially be
represented by, and comprised in, either a Temporary Global Note which may (in
accordance with the terms of such Temporary Global Note) be exchanged for
Definitive Notes or a Permanent Global Note, which Permanent Global Note may
(in accordance with the terms of such Permanent Global Note) in turn be
exchanged for Definitive Notes and includes any replacements for a Note issued
pursuant to Condition 10;


Noteholders means the several persons who are for the time being bearers of
outstanding Notes save that, in respect of the Notes of any Series, for so long
as such Notes or any part thereof are represented by a Global Note deposited
with a common depositary (in the case of a CGN) or Common Safekeeper (in the
case of an NGN) for Euroclear and Clearstream, Luxembourg, each person who is,
for the time being, shown in the records of Euroclear or Clearstream,
Luxembourg (other than Clearstream, Luxembourg, if Clearstream, Luxembourg
shall be an accountholder of Euroclear and Euroclear, if Euroclear shall be an
accountholder of Clearstream, Luxembourg) as the holder of a particular nominal
amount of the Notes of such Series shall be deemed to be the holder of such
nominal amount of such Notes (and the holder of the relevant Global Note shall
be deemed not to be the holder) for all purposes of these presents, other than
with respect to the payment of principal or interest on such nominal amount of
such Notes, the rights to which shall be vested, as against the Issuer and the
Trustee, solely in such common depositary or Common Safekeeper and for which
purpose such common depositary or Common Safekeeper shall be deemed to be the
holder of such nominal amount of such Notes in accordance with and subject to
its terms and the provisions of these presents and the expressions Noteholder, holder and holder of Notes and related expressions shall be construed
accordingly;


notice means, in respect of a notice to be given to Noteholders, a notice
validly given pursuant to Condition 13;


outstanding means, in relation to the Notes of all or any Series, all the Notes of
such Series issued other than:


(a)                                  those Notes which have been redeemed pursuant to these presents;


(b)                                 those Notes in respect of which the date
for redemption in accordance with the Conditions has occurred and the
redemption moneys (including all interest payable thereon) have been duly paid
to the Trustee or to the Agent in the manner provided in the Agency Agreement
(and where appropriate notice to that effect has been given to the relative
Noteholders in



 5














 


                accordance
with Condition 13) and remain available for payment against presentation
of the relevant Notes and/or Receipts and/or Coupons;


(c)           those Notes which have been purchased and cancelled in accordance with
Conditions 6(h) and 6(i);


(d)           those Notes which have become void under Condition 8;


(e)           those mutilated or defaced Notes which have been surrendered and
cancelled and in respect of which replacements have been issued pursuant to
Condition 10;


(f)            (for the purpose only of ascertaining the nominal amount of the Notes
outstanding and without prejudice to the status for any other purpose of the
relevant Notes) those Notes which are alleged to have been lost, stolen or
destroyed and in respect of which replacements have been issued pursuant to
Condition 10; and


(g)           any Temporary Global Note to the extent that it shall have been
exchanged for Definitive Notes or a Permanent Global Note and any Permanent
Global Note to the extent that it shall have been exchanged for Definitive
Notes in each case pursuant to its provisions, the provisions of these presents
and the Agency Agreement;


PROVIDED THAT for each of
the following purposes, namely:


(i)            the right to attend and vote at any meeting of the holders of the Notes
of any Series;


(ii)           the determination of how many and which Notes of any Series are for the
time being outstanding for the purposes of Clause 9(A), Conditions 9
and 14 and paragraphs 2, 5, 6 and 9 of Schedule 3;


(iii)          any discretion, power or authority (whether contained in these presents
or vested by operation of law) which the Trustee is required, expressly or
impliedly, to exercise in or by reference to the interests of the holders of
the Notes of any Series; and


(iv)          the determination by the Trustee whether any event, circumstance, matter
or thing is, in its opinion, materially prejudicial to the interests of the
holders of the Notes of any Series,


those Notes of the relevant Series (if any) which are
for the time being held by or on behalf of the Issuer, the Guarantor or any of
the Issuer’s other Subsidiaries, in each case as beneficial owner, shall
(unless and until ceasing to be so held) be deemed not to remain outstanding;


Paying Agents means, in relation to all or any Series of the Notes, the several
institutions (including, where the context permits, the Agent) at their
respective specified offices initially appointed as paying agents in relation
to such Notes by the Issuer and the Guarantor pursuant to the Agency Agreement
and/or, if applicable, any Successor paying agents at their respective
specified offices for all or any Series of the Notes;


Permanent Global Note means a global note in the form or substantially in the form set out in
Part 2 of Schedule 2 hereto with such modifications (if any) as may be agreed
between the Issuer, the Agent, the Trustee and the relevant Dealer(s), together
with the copy of the applicable Final Terms annexed thereto, comprising some or
all of the Notes of the same Series, issued by the Issuer pursuant to the
Programme Agreement or any other agreement between the Issuer and the relevant
Dealer(s), the Agency Agreement and these presents;


Potential Event of Default means any condition, event or act which, with the lapse of time and/or
the issue, making or giving of any notice, certification, declaration, demand,
determination and/or



 6
 






 



 


request and/or the taking of any similar action and/or
the fulfilment of any similar condition, would constitute an Event of Default;


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


Programme Agreement means the agreement of even date herewith between the Issuer, the
Guarantor and the Dealers named therein concerning the purchase of Notes to be
issued pursuant to the Programme together with any agreement for the time being
in force amending, replacing, novating or modifying such agreement;


Prospectus Directive
means Directive 2003/71/EC;


Receipt means a receipt attached on issue to a Definitive Note redeemable in
instalments for the payment of an instalment of principal, such receipt being
in the form or substantially in the form set out in Part 4 of Schedule 2 hereto
or in such other form as may be agreed between the Issuer, the Agent, the
Trustee and the relevant Dealer(s) and includes any replacements for Receipts
issued pursuant to Condition 10;


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


Reference Banks means the several banks initially appointed as reference banks in
relation to the Notes of any relevant Series and/or, if applicable, any
Successor reference banks in relation to such Notes;


Relevant Date has the meaning set out in Condition 7;


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


Series means a Tranche of Notes together with any further Tranche or Tranches
of Notes which are (i) expressed to be consolidated and form a single series
and (ii) identical in all respects (including as to listing) except for their
respective Issue Dates, Interest Commencement Dates and/or Issue Prices and the
expressions Notes of the relevant Series, holders of Notes of the relevant Series and related
expressions shall be construed accordingly;


Stock Exchange means the London Stock Exchange plc, or any other or further stock
exchange(s) on which any Notes may from time to time be listed, and references
in these presents to the relevant Stock Exchange
shall, in relation to any Notes, be references to the Stock Exchange on which
such Notes are, from time to time, or are intended to be, listed;


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


Successor means, in relation to the Agent, the other Paying Agents, the Reference
Banks and the Calculation Agent, any successor to any one or more of them in
relation to the Notes which shall become such pursuant to the provisions of
these presents and/or the Agency Agreement (as the case may be) and/or such
other or further agent, paying agents, reference banks or calculation agent (as
the case may be) in relation to the Notes as may (with the prior approval of,
and on terms previously approved by, the Trustee in writing) from time to time
be appointed as such, and/or, if applicable, such other or further specified
offices (in the former case being within the same city as those for which they
are substituted) as may from time to time be nominated, in each case by the
Issuer and the Guarantor and (except in the case of the initial appointments
and specified offices made under



 7
 






 



 


and specified in the Conditions and/or the Agency
Agreement, as the case may be) notice of whose appointment or, as the case may
be, nomination has been given to the Noteholders;


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


Talons means the talons (if any) appertaining to, and exchangeable in accordance
with the provisions therein contained for further Coupons appertaining to, the
Definitive Notes (other than the Zero Coupon Notes), such talons being in the
form or substantially in the form set out in Part 6 of Schedule 2 hereto or in
such other form as may be agreed between the Issuer, the Agent, the Trustee and
the relevant Dealer(s) and includes any replacements for Talons issued pursuant
to Condition 10;


Temporary Global Note means a temporary global note in the form or substantially in the form
set out in Part 1 of Schedule 2 hereto with such modifications (if any) as may
be agreed between the Issuer, the Agent, the Trustee and the relevant
Dealer(s), together with the copy of the applicable Final Terms annexed
thereto, comprising some or all of the Notes of the same Series, issued by the
Issuer pursuant to the Programme Agreement or any other agreement between the
Issuer and the relevant Dealer(s), the Agency Agreement and these presents;


these presents means this Trust Deed and the Schedules and any trust deed supplemental
hereto and the Schedules (if any) thereto and the Notes, the Receipts, the
Coupons, the Talons, the Conditions and, unless the context otherwise requires,
the Final Terms, all as from time to time modified in accordance with the
provisions herein or therein contained;


Tranche means all Notes which are identical in all respects (including as to
listing);


Trustee Acts means the Trustee Act 1925 and the Trustee Act 2000;


Trust Corporation means a corporation entitled by rules made under the Public Trustee Act
1906 of Great Britain or entitled pursuant to any other comparable legislation
applicable to a trustee in any other jurisdiction to carry out the functions of
a custodian trustee;


Zero Coupon Note means a Note on which no interest is payable;


words denoting the singular shall include the plural
and vice versa;


words denoting one gender only shall include the other
genders; and


words denoting persons only shall include firms and
corporations and vice versa.


(B)           (i)            All references in these presents to principal and/or principal amount
and/or interest in respect of the Notes or to any moneys payable by the Issuer
and/or the Guarantor under these presents shall, unless the context otherwise
requires, be construed in accordance with Condition 5(d).


(ii)           All references in these presents to any statute or any provision of any
statute shall be deemed also to refer to any statutory modification or
re-enactment thereof or any statutory instrument, order or regulation made
thereunder or under any such modification or re-enactment.


(iii)          All references in these presents to guarantees or to an obligation being
guaranteed shall be deemed to include respectively references to indemnities or
to an indemnity being given in respect thereof.


(iv)          All references in these presents to any action, remedy or method of
proceeding for the enforcement of the rights of creditors shall be deemed to
include, in respect of any



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jurisdiction other than England, references to
such action, remedy or method of proceeding for the enforcement of the rights
of creditors available or appropriate in such jurisdiction as shall most nearly
approximate to such action, remedy or method of proceeding described or
referred to in these presents.


(v)           All references in these presents to Euroclear and/or Clearstream,
Luxembourg shall, whenever the context so permits (but not in the case of any
NGN), be deemed to include references to any additional or alternative clearing
system as is approved by the Issuer, the Agent and the Trustee.


(vi)          Unless the context otherwise requires words or expressions used in these
presents shall bear the same meanings as in the Companies Act 1985 of
Great Britain.


(vii)         In this Trust Deed references to Schedules, Clauses, subclauses,
paragraphs and subparagraphs shall be construed as references to the Schedules
to this Trust Deed and to the Clauses, subclauses, paragraphs and subparagraphs
of this Trust Deed respectively.


(viii)        In
these presents tables of contents and Clause headings are included for ease of
reference and shall not affect the construction of these presents.


(ix)           Any references herein to 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’
interest in the Notes.


(C)           Words and expressions defined in these presents or the Agency Agreement
or used in the applicable Final Terms shall have the same meanings where used
herein unless the context otherwise requires or unless otherwise stated and
provided that, in the event of inconsistency between the Agency Agreement and
these presents, these presents shall prevail and, in the event of inconsistency
between the Agency Agreement or these presents and the applicable Final Terms,
the applicable Final Terms shall prevail.


(D)          All references in these presents to the relevant
currency shall be construed as references to the currency in which
payments in respect of the Notes and/or Receipts and/or Coupons of the relevant
Series are to be made as indicated in the applicable Final Terms.


(E)           All references in these presents to Notes being “listed”
or having a “listing” on a Stock Exchange
shall, in relation to any Notes which are to have a listing
or be listed (i) on the London Stock Exchange
plc, be construed to mean that such Notes have been admitted to the Official
List by the UK Listing Authority and to trading on the London Stock Exchange’s
Gilt Edged and Fixed Interest Market and (ii) on any other European Economic
Area Stock Exchange, listing and listed shall be constituted to mean that the Notes have been
admitted to trading on a market within that jurisdiction which is a regulated
market for the purposes of the Investment Services Directive (Directive 93/22/EEC).


(F)           All references in these presents to a Directive include any relevant
implementing measure of each Member State of the European Economic Area which
has implemented such Directive and all references to the Prospectus Directive
shall include Commission Regulation (EC) No.809/2004 implementing the
Prospectus Directive.



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2.             AMOUNT
AND ISSUE OF THE NOTES


(A)          Amount of the Notes, Final Terms and Legal Opinions:


The Notes will be issued in Series in an aggregate
nominal amount from time to time outstanding not exceeding the Programme Limit
from time to time and for the purpose of determining such aggregate nominal
amount Clause 3(5) of the Programme Agreement shall apply.


By not later than 3.00 p.m. (London time) on the
London Business Day preceding each proposed Issue Date, the Issuer shall
deliver or cause to be delivered to the Trustee a copy of the applicable Final
Terms and shall notify the Trustee in writing without delay of the relevant
Issue Date and the nominal amount of the Notes to be issued.  Upon the issue of the relevant Notes, such
Notes shall become constituted by these presents without further formality.


Before the first issue of Notes occurring after each
anniversary of this Trust Deed and on such other occasions as the Trustee so
requests (on the basis that the Trustee considers it necessary in view of a
change (or proposed change) in applicable law affecting the Issuer or, as the
case may be, the Guarantor, these presents, the Programme Agreement or the
Agency Agreement, or the Trustee has other grounds), the Issuer or, as the case
may be, the Guarantor will procure that (a) further legal opinion(s)
(relating, if applicable, to any such change or proposed change) in such form
and with such content as the Trustee may require from the legal advisers
specified in the Programme Agreement or such other legal advisers as the
Trustee may require is/are delivered to the Trustee.  Whenever such a request is made with respect
to any Notes to be issued, the receipt of such opinion in a form satisfactory
to the Trustee shall be a further condition precedent to the issue of those
Notes.


(B)           Covenant to repay principal and to pay interest:


The Issuer covenants with the Trustee that it will, as
and when the Notes of any Series or any of them or any instalment of principal
in respect thereof becomes due to be redeemed in accordance with the
Conditions, unconditionally pay or procure to be paid to or to the order of the
Trustee in the relevant currency in immediately available funds the principal
amount in respect of the Notes of such Series or the amount of such instalment
becoming due for redemption on that date and (except in the case of Zero Coupon
Notes) shall (subject to the provisions of the Conditions) in the meantime and
until redemption in full of the Notes of such Series (both before and after any
judgment or other order of a court of competent jurisdiction) unconditionally
pay or procure to be paid to or to the order of the Trustee as aforesaid
interest (which shall accrue from day to day) on the nominal amount of the
Notes outstanding of such Series at rates and/or in amounts calculated from
time to time in accordance with, or specified in, and on the dates provided for
in, the Conditions (subject to Clause 2(D)) PROVIDED THAT:


(i)            every payment of principal or interest or other sum due in respect of
the Notes made to or to the order of the Agent in the manner provided in the
Agency Agreement shall be in satisfaction pro tanto of
the relative covenant by the Issuer in this Clause contained in relation to the
Notes of such Series, except to the extent that there is a default in the
subsequent payment thereof in accordance with the Conditions to the relevant
Noteholders, Receiptholders or Couponholders (as the case may be);


(ii)           in the case of any payment of principal made to the Trustee or the Agent
after the due date or on or after accelerated maturity following an Event of
Default, interest shall (subject, where applicable, as provided in the
Conditions) continue to accrue on the nominal amount of the relevant Notes
(except in the case of Zero Coupon Notes to which the provisions of
Condition 6(j) shall apply) (both before and after any judgment or other
order of a court of competent jurisdiction) at the rates aforesaid (or, if
higher, the rate of interest on judgment debts for the time being provided by
English law) up to and including the date which the



 10
 






 



 


Trustee determines to be
the date on and after which payment is to be made in respect thereof, as stated
in a notice given to the holders of such Notes (such date to be not later than
seven days after the day on which the whole of such principal amount, together
with an amount equal to the interest which has accrued and is to accrue
pursuant to this proviso up to and including that date, has been received by
the Trustee or the Agent); and


(iii)          in any case where payment of the whole or any part of the principal
amount of any Note is improperly withheld or refused upon due presentation
thereof (other than in circumstances contemplated by (ii) above) interest shall
accrue on the nominal amount of such Note (except in the case of Zero Coupon
Notes to which the provisions of Condition 6(j) shall apply) payment of
which has been so withheld or refused (both before and after any judgment or
other order of a court of competent jurisdiction) at the rates aforesaid (or,
if higher, the rate of interest on judgment debts for the time being provided
by English law) from the date of such withholding or refusal until the date on
which, upon further presentation of the relevant Note, payment of the full
amount (including interest as aforesaid) in the relevant currency payable in
respect of such Note is made or (if earlier) the seventh day after notice is
given to the relevant Noteholder(s) (whether individually or in accordance with
Condition 13) that the full amount (including interest as aforesaid) in
the relevant currency in respect of such Note is available for payment,
provided that, upon further presentation thereof being duly made, such payment
is made.


The Trustee will hold the benefit of this covenant on
trust for the Noteholders, the Receiptholders and the Couponholders and itself
in accordance with these presents.


(C)           Trustee’s requirements regarding Paying Agents:


At any time after an Event of Default or a Potential
Event of Default shall have occurred or the Notes of all or any Series shall
otherwise have become due and repayable or the Trustee shall have received any
money which it proposes to pay under Clause 10 to the relevant
Noteholders, Receiptholders and/or Couponholders, the Trustee may:


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


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


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


(ii)           by notice in writing to the Issuer and the Guarantor require them to
make all subsequent payments in respect of the Notes, Receipts and Coupons to
or to the order of the Trustee and not to the Agent and with effect from the
issue of any such notice to the Issuer and the



 11
 






 



 


Guarantor and until such
notice is withdrawn proviso (i) to subclause (B) of this Clause
relating to the Notes shall cease to have effect.


(D)          If the Floating Rate Notes or Indexed Interest Notes of any Series
become immediately due and repayable under Condition 9, the rate and/or
amount of interest payable in respect of them will be calculated at the same
intervals as if such Notes had not become due and repayable, the first of which
will commence on the expiry of the Interest Period during which the Notes of
the relevant Series become so due and repayable mutatis
mutandis in accordance with the provisions of Condition 4(b)
except that the rates of interest need not be published.


(E)           Currency of payments:


All payments in respect of, under and in connection
with these presents and the Notes of any Series to the relevant Noteholders,
Receiptholders and Couponholders shall be made in the relevant currency.


(F)           Further Notes:


The Issuer shall be at liberty from time to time (but
subject always to the provisions of these presents) without the consent of the
Noteholders, Receiptholders or Couponholders to create and issue further Notes
ranking pari passu in all respects (or in all
respects save for the date from which interest thereon accrues and the amount
of the first payment of interest on such further Notes) and so that the same
shall be consolidated and form a single series with the outstanding Notes of a
particular Series.


(G)           Separate Series:


The Notes of each Series shall form a separate Series
of Notes and accordingly, unless for any purpose the Trustee in its absolute
discretion shall otherwise determine, the provisions of this Clause and of
Clauses 3 to 21 (both inclusive), 22(B) and Schedule 3 shall apply mutatis mutandis separately and independently to the Notes
of each Series and in such Clauses and Schedule the expressions Notes, Noteholders, Receipts, Receiptholders,
Coupons, Couponholders,
Talons and Talonholders
shall be construed accordingly.


3.             FORMS OF THE NOTES


(A)          Global Notes:


(i)            The Notes of each Tranche will initially be represented by a Temporary
Global Note which shall be exchangeable for either Definitive Notes together
with, where applicable, Receipts and (except in the case of Zero Coupon Notes)
Coupons and, where applicable, Talons attached or a Permanent Global Note, in
each case in accordance with the provisions of such Temporary Global Note.  Each Permanent Global Note shall be
exchangeable for Definitive Notes together with, where applicable, Receipts and
(except in the case of Zero Coupon Notes) Coupons and, where applicable, Talons
attached, in accordance with the provisions of such Permanent Global Note.


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 an NGN) for Euroclear and Clearstream, Luxembourg in accordance
with the provisions of the Programme Agreement or to another appropriate
depositary in accordance with any other agreement between the Issuer and the
relevant Dealer(s) and, in each case, the Agency Agreement and these presents.



 12
 






 



 


(ii)           Each Temporary Global Note shall be printed or typed in the form or substantially
in the form set out in Part 1 of Schedule 2 and may be a facsimile.  Each Temporary Global Note shall have annexed
thereto a copy of the applicable Final Terms and shall be signed manually or in
facsimile by two persons duly authorised by the Issuer on behalf of the Issuer,
shall be authenticated by or on behalf of the 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 Issuer has notified the Agent that effectuation is to be applicable,
be effectuated by the Common Safekeeper acting on the instructions of the
Agent.  Each Temporary Global Note so
executed and authenticated shall be a binding and valid obligation of the
Issuer and title thereto shall pass by delivery.


(iii)          Each Permanent Global Note shall be printed or typed in the form or
substantially in the form set out in Part 2 of Schedule 2 and may be a
facsimile.  Each Permanent Global Note
shall have annexed thereto a copy of the applicable Final Terms and shall be
signed manually or in facsimile by two persons duly authorised by the Issuer on
behalf of the Issuer, shall be authenticated by or on behalf of the 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 Issuer has notified the Agent that
effectuation is to be applicable, be effectuated by the Common Safekeeper
acting on the instructions of the Agent. 
Each Permanent Global Note so executed and authenticated shall be a
binding and valid obligation of the Issuer and title thereto shall pass by
delivery.


(B)           Definitive Notes:


(i)            The Definitive Notes, the Receipts, the Coupons and the Talons shall be
to bearer in the respective forms or substantially in the respective forms set
out in Parts 3, 4, 5 and 6, respectively, of Schedule 2.  The Definitive Notes, the Receipts, the
Coupons and the Talons shall be serially numbered and, if listed or quoted,
shall be security printed in accordance with the requirements (if any) from
time to time of the relevant Stock Exchange and the relevant Conditions shall
be incorporated by reference (where applicable to these presents) into such
Definitive Notes if permitted by the relevant Stock Exchange (if any), or, if
not so permitted, the Definitive Notes shall be endorsed with or have attached
thereto the relevant Conditions, and, in either such case, the Definitive Notes
shall have endorsed thereon or attached thereto a copy of the applicable Final
Terms (or the relevant provisions thereof). 
Title to the Definitive Notes, the Receipts, the Coupons and the Talons
shall pass by delivery.


(ii)           The Definitive Notes shall be signed manually or in facsimile by two
persons duly authorised by the Issuer on behalf of the Issuer and shall be
authenticated by or on behalf of the Agent. 
The Definitive Notes so executed and authenticated, and the Receipts,
the Coupons and Talons, upon execution and authentication of the relevant
Definitive Notes, shall be binding and valid obligations of the Issuer.  The Receipts, the Coupons and the Talons
shall not be signed.  No Definitive Note
and none of the Receipts, Coupons or Talons appertaining to such Definitive
Note shall be binding or valid until such Definitive Note shall have been
executed and authenticated as aforesaid.


(C)           Facsimile
Signatures:


The Issuer may use the facsimile signature of any
person who at the date such signature is affixed to a Note is duly authorised
by the Issuer notwithstanding that at the time of issue of any of the Notes, he
may have ceased for any reason to be so authorised.


(D)          Persons to be treated as Noteholders:



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Except as ordered by a court of competent jurisdiction
or as required by law, the Issuer, the Guarantor, the Trustee, the Agent and
the other Paying Agents (notwithstanding any notice to the contrary and whether
or not it is overdue and notwithstanding any notation of ownership or writing
thereon or notice of any previous loss or theft thereof) may (i) for the
purpose of making payment thereon or on account thereof, deem and treat the
bearer of any Global Note, Definitive Note, Receipt, Coupon or Talon and of all
rights thereunder as the absolute owner thereof free from all encumbrances, and
shall not be required to obtain proof of such ownership or as to the identity
of the bearer and (ii) for all other purposes deem and treat:


(a)           the bearer of any Definitive Note, Receipt, Coupon or Talon; and


(b)           each person for the time being shown in the records of Euroclear or
Clearstream, Luxembourg or (except in the case of an NGN) such other additional
or alternative clearing system approved by the Issuer, the Agent and the
Trustee, as having a particular nominal amount of Notes credited to his
securities account,


as the absolute owner thereof free from all
encumbrances and shall not be required to obtain proof of such ownership or as
to the identity of the bearer of any Global Note, Definitive Note, Receipt,
Coupon or Talon.


4.             FEES,
DUTIES AND TAXES


The Issuer will pay any stamp, issue, registration,
documentary and other fees, duties and taxes, including interest and penalties,
payable on or in connection with (i) the execution and delivery of these
presents (ii) the constitution and original issue of the Notes, the Receipts
and the Coupons and (iii) any action taken by or on behalf of the Trustee or
(where permitted under these presents so to do) any Noteholder, Receiptholder
or Couponholder to enforce, or to resolve any doubt concerning, or for any
other purpose in relation to, these presents.


5.             COVENANT
OF COMPLIANCE


Each of the Issuer and the Guarantor covenants with
the Trustee that it will comply with and perform and observe all the provisions
of these presents which are expressed to be binding on it.  The Conditions shall be binding on the
Issuer, the Guarantor, the Noteholders, the Receiptholders and the Couponholders.  The Trustee shall be entitled to enforce the
obligations of the Issuer and the Guarantor under the Notes, the Receipts and
the Coupons as if the same were set out and contained in this Trust Deed, which
shall be read and construed as one document with the Notes, the Receipts and
the Coupons.  The Trustee shall hold the
benefit of this covenant upon trust for itself and the Noteholders, the
Receiptholders and the Couponholders according to its and their respective
interests.


6.             CANCELLATION
OF NOTES AND RECORDS


(A)          The Issuer shall use all reasonable endeavours to procure that all Notes
(i) redeemed or (ii) purchased for cancellation by or on behalf of the
Issuer, the Guarantor or any other Subsidiary of the Issuer or
(iii) which, being mutilated or defaced, have been surrendered and
replaced pursuant to Condition 10 (together in each case, in the case of
Definitive Notes, with all unmatured Receipts and Coupons attached thereto or
delivered therewith) and, in the case of Definitive Notes all relative Receipts
and Coupons paid in accordance with the relevant Conditions or which, being
mutilated or defaced, have been surrendered and replaced pursuant to
Condition 10 shall forthwith be cancelled by or on behalf of the Issuer
and a certificate stating:



 14
 






 



 


(a)           the aggregate nominal amount of Notes which have been redeemed and the
amounts paid in respect thereof and the aggregate amounts in respect of
Receipts and Coupons which have been paid;


(b)           the serial numbers of such Notes in definitive form and Receipts;


(c)           the total numbers (where applicable, of each denomination) by maturity
date of such Receipts and Coupons;


(d)           the aggregate amount of interest paid (and the due dates of such
payments) on Global Notes;


(e)           the aggregate nominal amount of Notes (if any) which have been purchased
by or on behalf of the Issuer, the Guarantor or any other Subsidiary of the
Issuer and cancelled and the serial numbers of such Notes in definitive form
and, in the case of Definitive Notes, the total number (where applicable, of
each denomination) by maturity date of the Receipts, Coupons and Talons
attached thereto or surrendered therewith;


(f)            the aggregate nominal amounts of Notes and Receipts and the aggregate
amounts in respect of Coupons which have been so exchanged or surrendered and
replaced and the serial numbers of such Notes in definitive form and the total
number (where applicable, of each denomination) by maturity date of such
Coupons and Talons;


(g)           the total number (where applicable, of each denomination) by maturity
date of the unmatured Coupons missing from Definitive Notes bearing interest at
a fixed rate which have been redeemed or exchanged or surrendered and replaced
and the serial numbers of the Definitive Notes to which such missing unmatured
Coupons appertained; and


(h)           the total number (where applicable, of each denomination) by maturity
date of Talons which have been exchanged for further Coupons


shall be given to the Trustee by or on behalf of the
Issuer as soon as possible and in any event within four months after the date
of such redemption, purchase, payment, exchange or replacement (as the case may
be).  The Trustee may accept such
certificate as conclusive evidence of redemption, purchase, exchange or replacement
pro tanto of the Notes or payment of
interest thereon or exchange of the relative Talons respectively and of
cancellation of the relative Notes and Coupons.


(B)           The Issuer shall use all reasonable endeavours to procure (i) that
the Agent shall keep a full and complete record of all Notes, Receipts, Coupons
and Talons issued by it (other than serial numbers of Receipts and Coupons) and
of their redemption, purchase by or on behalf of the Issuer, the Guarantor or
any other Subsidiary of the Issuer and of all replacement notes, receipts,
coupons or talons issued in substitution for lost, stolen, mutilated, defaced
or destroyed Notes, Receipts, Coupons or Talons and (ii) that such records
shall be made available to the Trustee at all reasonable times.


7.             GUARANTEE


(A)          The Guarantor hereby irrevocably and unconditionally guarantees to the
Trustee the due and punctual payment in accordance with these presents of the
principal of and interest on the Notes and of all other amounts payable by the
Issuer under these presents.


(B)           If the Issuer fails,
for any reason whatsoever, punctually to pay any such principal, interest or
other amount, the Guarantor shall cause each and every such payment to be made
as if the Guarantor instead of the Issuer were expressed to be the primary
obligor of the relevant Note, Receipt or Coupon and not merely as surety (but
without affecting the Issuer’s obligations) to the intent that the



 15














  


holder thereof shall receive the same amounts
in respect of principal, interest or such other amount as would have been
receivable had such payments been made by the Issuer.


(C)           If any payment received by the Trustee or any Noteholder, Receiptholder
or Couponholder pursuant to the provisions of these presents in relation to the
Notes, the Receipts or the Coupons shall (whether on the subsequent bankruptcy,
insolvency or corporate reorganisation of the Issuer or, without limitation, on
any other event) be avoided or set aside for any reason, such payment shall not
be considered as discharging or diminishing the liability of the Guarantor and
this guarantee shall continue to apply as if such payment had at all times
remained owing by the Issuer and the Guarantor shall indemnify the Trustee and
the Noteholders and/or Receiptholders and/or Couponholders (as the case may be)
in respect thereof PROVIDED THAT the obligations of the Issuer and/or the
Guarantor under this subclause shall, as regards each payment made to the
Trustee or any Noteholder, Receiptholder or Couponholder which is avoided or
set aside, be contingent upon such payment being reimbursed to the Issuer or
other persons entitled through the Issuer.


(D)          The Guarantor hereby agrees that its obligations hereunder shall be
unconditional and that the Guarantor shall be fully liable irrespective of the
validity, regularity, legality or enforceability against the Issuer of, or of
any defence or counter-claim whatsoever available to the Issuer in relation to,
its obligations under these presents, whether or not any action has been taken
to enforce the same or any judgment obtained against the Issuer, whether or not
any of the other provisions of these presents have been modified, whether or
not any time, indulgence, waiver, authorisation or consent has been granted to
the Issuer by or on behalf of the Noteholders or the Receiptholders or
Couponholders or the Trustee, whether or not any determination has been made by
the Trustee pursuant to Clause 19(A), whether or not there have been any
dealings or transactions between the Issuer, any of the Noteholders,
Receiptholders or Couponholders or the Trustee, whether or not the Issuer has
been dissolved, liquidated, merged, consolidated, bankrupted or has changed its
status, functions, control or ownership, whether or not the Issuer has been
prevented from making payment by foreign exchange provisions applicable at its
place of registration or incorporation and whether or not any other
circumstances have occurred which might otherwise constitute a legal or
equitable discharge of or defence to a guarantor.  Accordingly, the validity of this guarantee
shall not be affected by reason of any invalidity, irregularity, illegality or
unenforceability of all or any of the obligations of the Issuer under these
presents and this guarantee shall not be discharged nor shall the liability of
the Guarantor under these presents be affected by any act, thing or omission or
means whatever whereby its liability would not have been discharged if it had
been the principal debtor.


(E)           Without prejudice to the provisions of Clause 9(A), the Trustee may
determine from time to time whether or not it will enforce this guarantee which
it may do without making any demand of or taking any proceedings against the
Issuer (as appropriate) and may from time to time make any arrangement or
compromise with the Guarantor in relation to this guarantee which the Trustee
may consider expedient in the interests of the Noteholders, Receiptholders or
Couponholders.


(F)           The Guarantor hereby waives diligence, presentment, demand of payment,
filing of claims with a court in the event of dissolution, liquidation, merger
or bankruptcy of the Issuer, any right to require a proceeding first against
the Issuer, protest or notice with respect to the Notes, Receipts or Coupons or
the indebtedness evidenced thereby and all demands whatsoever and hereby
covenants that this guarantee shall be a continuing guarantee, shall extend to
the ultimate balance of all sums payable by the Issuer under these presents in
relation to the Notes, Receipts and Coupons, shall not be discharged except by
complete performance of the obligations contained in these presents in relation
to the Notes, Receipts and Coupons and is additional to, and not instead of,
any security or other guarantee or indemnity at any time existing in favour of
any person, whether from the Guarantor or otherwise.


(G)           If any moneys shall become payable by the Guarantor under this guarantee
the Guarantor shall not, so long as the same remain unpaid, without the prior
written consent of the Trustee:



 16
 






  



 


(i)            in respect of any amounts paid by it under this guarantee, exercise any
rights of subrogation or contribution or, without limitation, any other right
or remedy which may accrue to it in respect of or as a result of any such
payment; or


(ii)           in respect of any other moneys for the time being due to the Guarantor
by the Issuer, claim payment thereof or exercise any other right or remedy;


(including in either case claiming the benefit of any
security or right of set-off or, on the liquidation of the Issuer, proving in
competition with the Trustee).  If,
notwithstanding the foregoing, upon the bankruptcy, insolvency or liquidation
of the Issuer any payment or distribution of assets of the Issuer of any kind
or character, whether in cash, property or securities, shall be received by the
Guarantor before payment in full of all principal of, and interest on, the
Notes, Receipts and Coupons shall have been made to the Noteholders, Receiptholders
and Couponholders, such payment or distribution shall be received by the
Guarantor on trust to pay the same over immediately to the Trustee for
application in or towards the payment of all sums due and unpaid under these
presents in accordance with Clause 10 on the basis that Clause 10 does not
apply separately and independently to each Series of the Notes.


(H)          The obligations of the Guarantor under these presents constitute direct,
unconditional, unsubordinated and unsecured obligations of the Guarantor and
(save for certain obligations required to be preferred by law) rank and will
rank pari passu with all other unsecured
obligations (other than subordinated obligations, if any) of the Guarantor,
from time to time outstanding.


8.             NON-PAYMENT


(A)          Proof that as regards any specified Note, Receipt or Coupon the Issuer
or, as the case may be, the Guarantor has defaulted in paying any amount due in
respect of such Note, Receipt or Coupon shall (unless the contrary be proved)
be sufficient evidence that the same default has been made as regards all other
Notes, Receipts or Coupons (as the case may be) in respect of which the
relevant amount is due and payable.


(B)           References in provisos (ii) and (iii) to Clause 2(B) and the provisions
of any trust deed supplemental to this Trust Deed corresponding to provisos
(ii) and (iii) to Clause 2(B) to “the rates aforesaid” shall, in the event of
the Notes having become due and repayable, with effect from the expiry of the
interest period during which such Notes become due and repayable, be construed
as references to rates of interest calculated mutatis
mutandis in accordance with the Conditions except that no notices
need be published in respect thereof.


9.             PROCEEDINGS,
ACTION AND INDEMNIFICATION


(A)          The Trustee shall not be bound to take any proceedings mentioned in
Condition 9 or any other action in relation to these presents unless
respectively directed or requested to do so (i) by an Extraordinary
Resolution or (ii) in writing by the holders of at least one-quarter in
nominal amount of the Notes then outstanding and in either case then only if it
shall be indemnified and/or secured to its satisfaction against all Liabilities
to which it may thereby render itself liable or which it may incur by so doing.


(B)           Only the Trustee may enforce the provisions of these presents.  No Noteholder, Receiptholder or Couponholder
shall be entitled to proceed directly against the Issuer or the Guarantor to
enforce the performance of any of the provisions of these presents unless the Trustee
having become bound as aforesaid to take proceedings fails to do so within a
reasonable period and such failure is continuing.



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10.          APPLICATION OF MONEYS


All moneys received by the Trustee under these
presents from the Issuer or, as the case may be, the Guarantor (including any
moneys which represent principal or interest in respect of Notes, Receipts or
Coupons which have become void under Condition 8) shall, unless and to the
extent attributable, in the opinion of the Trustee, to a particular Series of
the Notes, be apportioned pari passu and
rateably between each Series of the Notes, and all moneys received by the
Trustee under these presents from the Issuer or, as the case may be, the
Guarantor to the extent attributable in the opinion of the Trustee to a
particular Series of the Notes or which are apportioned to such Series as
aforesaid, be held by the Trustee upon trust to apply them (subject to
Clause 12):


FIRST in payment or satisfaction of all amounts then
due and unpaid under Clauses 15 and/or 16(J) to the Trustee and/or any
Appointee;


SECONDLY in or towards payment pari passu and
rateably of all principal and interest then due and unpaid in respect of the
Notes of that Series;


THIRDLY in or towards payment pari passu
and rateably of all principal and interest then due and unpaid in respect of
the Notes of each other Series; and


FOURTHLY in payment of the balance (if any) to the
Issuer (without prejudice to, or liability in respect of, any question as to
how such payment to the Issuer shall be dealt with as between the Issuer and
any other person).


Without prejudice to this Clause 10, if the Trustee
holds any moneys which represent principal or interest in respect of Notes
which have become void or in respect of which claims have been prescribed under
Condition 8, the Trustee will hold such moneys on the above trusts.


11.          NOTICE OF PAYMENTS


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


12.          INVESTMENT BY TRUSTEE


(A)          The Trustee may at its discretion and pending payment invest moneys at
any time available for the payment of principal and interest on the Notes in
some or one of the investments hereinafter authorised for such periods as it
may consider expedient with power from time to time at the like discretion to
vary such investments and to accumulate such investments and the resulting
interest and other income derived therefrom. 
The accumulated investments shall be applied under Clause 10.  All interest and other income deriving from
such investments shall be applied first in payment or satisfaction of all
amounts then due and unpaid under Clause 15 to the Trustee and/or any Appointee
and otherwise held for the benefit of and paid to the Noteholders or the
holders of the related Coupons, as the case may be.


(B)           Any moneys which under the trusts of these presents ought to or may be
invested by the Trustee may be invested in the name or under the control of the
Trustee in any investments or other assets in any part of the world, whether or
not they produce income or by placing the same on deposit in the name or under
the control of the Trustee at such bank or other financial institution and in
such currency as the Trustee may think fit. 
If that bank or institution is the Trustee or a Subsidiary, holding or
associated company of the Trustee, it need only account for an amount of interest
equal to the amount of interest which would, at then current rates, be payable
by it on such a deposit to an independent customer.  The Trustee may at any time vary any such
investments for or into other



 18
 






  



 


investments or convert any moneys so deposited
into any other currency and shall not be responsible for any loss resulting
from any such investments or deposits, whether due to depreciation in value,
fluctuations in exchange rates or otherwise.


13.          PARTIAL PAYMENTS


Upon any payment under Clause 10 (other than
payment in full against surrender of a Note, Receipt or Coupon) the Note,
Receipt or Coupon in respect of which such payment is made shall be produced to
the Trustee or the Paying Agent by or through whom such payment is made and
(except in the case of an NGN) the Trustee shall or shall cause such Paying
Agent to enface thereon a memorandum of the amount and the date of payment but
the Trustee may, in any particular case, dispense with such production and
enfacement upon such indemnity being given as it shall think sufficient.


14.          COVENANTS
BY THE ISSUER AND THE GUARANTOR


(A)          The Issuer covenants with the Trustee that, so long as any of the Notes
remains outstanding (or, in the case of paragraphs (viii), (ix), (xiii),
(xiv), (xvi) and (xviii), so long as any such Notes or the relative Receipts or
Coupons remains liable to prescription or, in the case of subparagraph (xv),
until the expiry of a period of 30 days after the Relevant Date) it shall:


(i)            at all times carry on and conduct its affairs and procure its
Subsidiaries to carry on and conduct their respective affairs in a proper and
efficient manner;


(ii)           give or procure to be given to the Trustee such opinions, certificates
and information as it shall require and in such form as it shall require
(including without limitation the procurement of all such certificates called
for by the Trustee pursuant to Clauses 16(C) and 16(U)) for the purpose of
the discharge or exercise of the duties, trusts, powers, authorities and
discretions vested in it under these presents or by operation of law;


(iii)          cause to be prepared and certified by its Auditors in respect of each
annual financial accounting period accounts in such form as will comply with
all relevant legal and accounting requirements and all requirements for the
time being of the relevant Stock Exchange;


(iv)          at all times keep proper books of account and allow the Trustee and any
person appointed by the Trustee to whom the Issuer shall have no reasonable
objection free access to such books of account at all reasonable times during
normal business hours;


(v)           send to the Trustee (in addition to any copies to which it may be
entitled as a holder of any securities of the Issuer) two copies in English of
every balance sheet, profit and loss account, report, circular and notice of
general meeting and every other document issued or sent to its shareholders
together with any of the foregoing, and every document issued or sent to
holders of securities other than its shareholders (including the Noteholders) as
soon as practicable after the issue or publication thereof;


(vi)          forthwith give notice in writing to the Trustee of the occurrence of any
Event of Default or Potential Event of Default;


(vii)         give to the Trustee (a) within seven days after demand by the
Trustee therefor and (b) (without the necessity for any such demand)
promptly after the publication of its audited accounts in respect of each
financial year commencing with the financial year ending
28 February 2007 and in any event not later than 180 days after
the end of each such financial year, a certificate signed by two of its
Directors, to the effect that as at a date not



 19
 






  



 


more than seven days before delivering such
certificate (the relevant certification date) there
did not exist and had not existed since the relevant certification date of the
previous certificate (or in the case of the first such certificate the date
hereof) any Event of Default or any Potential Event of Default (or if such
exists or existed, specifying the same) and that during the period from and
including the relevant certification date of the last such certificate (or in
the case of the first such certificate the date hereof) to and including the
relevant certification date of such certificate the Issuer has complied with all
its obligations contained in these presents or (if such is not the case)
specifying the respects in which it has not complied;


(viii)        at
all times execute all such further documents and do all such further acts and
things as may be necessary at any time or times in the opinion of the Trustee
for the purpose of discharging its functions under, or giving effect to, these
presents;


(ix)           at all times maintain an Agent, other Paying Agents, a Calculation Agent
and Reference Banks in accordance with the Conditions;


(x)            procure the Agent to notify the Trustee forthwith in the event that it
does not, on or before the due date for any payment in respect of the Notes or
any of them or any of the relative Receipts or Coupons, receive unconditionally
pursuant to the Agency Agreement payment of the full amount in the relevant
currency of the moneys payable on such due date on all such Notes, Receipts or
Coupons as the case may be;


(xi)           in the event of the unconditional payment to the Agent or the Trustee of
any sum due in respect of the Notes or any of them or any of the relative
Receipts or Coupons being made after the due date for payment thereof forthwith
give or procure to be given notice to the relevant Noteholders in accordance
with Condition 13 that such payment has been made;


(xii)          use all reasonable endeavours to maintain the quotation or listing on
the relevant Stock Exchange of those of the Notes which are quoted or listed on
the relevant Stock Exchange or, if it is unable to do so having used all such
reasonable endeavours, use all reasonable endeavours to obtain and maintain a
quotation or listing of such Notes issued by it on such other stock exchange or
exchanges or securities market or markets as the Issuer may (with the prior
written approval of the Trustee) decide and shall also upon obtaining a
quotation or listing of such Notes issued by it on such other stock exchange or
exchanges or securities market or markets enter into a trust deed supplemental
to this Trust Deed to effect such consequential amendments to these presents as
the Trustee may require or as shall be requisite to comply with the
requirements of any such stock exchange or securities market provided that the Issuer shall not be obliged to maintain
any listing of the Notes on a regulated market in the European Economic Area in
circumstances where:


(a)           a listing or admission to trading of such Notes on such regulated market
in the European Economic Area would require the Issuer (1) to prepare financial
statements in accordance with auditing standards other than U.S. GAAP or (2) to
provide additional information and/or a report from its auditors as a result of
differences between U.S. GAAP and International Financial Reporting Standards;
or


(b)           the EU Financial Services Action Plan is implemented in a manner that,
in the reasonable opinion of the Issuer, is unduly burdensome (as certified by
the Issuer to the Trustee in a certificate signed by two Directors of the
Issuer),


in which event the Issuer may, but shall not be
obliged to, seek an alternative listing for any such Notes on or by such Stock
Exchange as may be agreed between the Issuer and the Trustee;



 20
 






  



 


(xiii)         give notice to the Noteholders in accordance with Condition 13 of
any appointment, resignation or removal of any Agent, Calculation Agent,
Reference Bank or other Paying Agent (other than the appointment of the initial
Agent, Calculation Agent, Reference Banks and other Paying Agents) after having
obtained the prior written approval of the Trustee thereto or any change of any
Paying Agent’s or Reference Bank’s specified office and (except as provided by
the Agency Agreement or the Conditions) at least 30 days prior to such
event taking effect; PROVIDED ALWAYS THAT so long as any of the Notes, Receipts
or Coupons remains liable to prescription in the case of the termination of the
appointment of the Agent or the Calculation Agent no such termination shall
take effect until a new Agent or Calculation Agent (as the case may be) has
been appointed on terms previously approved in writing by the Trustee;


(xiv)        obtain
the prior written approval of the Trustee to, and promptly give to the Trustee
two copies of, the form of every notice given to the holders of any Notes
issued by it in accordance with Condition 13 (such approval, unless so
expressed, not to constitute approval for the purposes of Section 21 of
the Financial Services and Markets Act 2000 (the FSMA)
of a communication within the meaning of Section 21 of the FSMA);


(xv)         if payments of principal or interest in respect of the Notes or relative
Receipts or Coupons by the Issuer shall become subject generally to the taxing
jurisdiction of any territory or any political sub-division or any authority
therein or thereof having power to tax other than or in addition to the United
States of America or any political sub-division or any authority therein or
thereof having power to tax, immediately upon becoming aware thereof, notify
the Trustee in writing of such event and (unless the Trustee otherwise agrees)
enter forthwith into a trust deed supplemental to this Trust Deed, giving to
the Trustee an undertaking or covenant in form and manner satisfactory to the
Trustee in terms corresponding to the terms of Condition 7 with the
substitution for (or, as the case may be, the addition to) the references
therein to the United States of America or any political sub-division thereof
or any authority therein or thereof having power to tax or references to that
other or additional territory or any political sub-division thereof or any
authority therein or thereof having power to tax to whose taxing jurisdiction
such payments shall have become subject as aforesaid such trust deed also
(where applicable) to modify Condition 6(b) so that such Condition shall
make reference to the other or additional territory, any political sub-division
thereof and any authority therein or thereof having power to tax;


(xvi)        comply
with and perform all its obligations under the Agency Agreement and use all
reasonable endeavours to procure that the Agent and the other Paying Agents comply
with and perform all their respective obligations thereunder and any notice
given by the Trustee pursuant to Clause 2(C)(i) and that the Calculation
Agent complies with and performs all its obligations under the relative
calculation agency agreement and not make any amendment or modification to such
Agreement without the prior written approval of the Trustee;


(xvii)       in
order to enable the Trustee to ascertain the nominal amount of the Notes of
each Series for the time being outstanding for any of the purposes referred to
in the proviso to the definition of outstanding in
Clause 1, deliver to the Trustee as soon as practicable upon being so
requested in writing by the Trustee, a certificate in writing signed by two of
its Directors, setting out the total number and aggregate nominal amount of the
Notes of each Series issued which:


(a)           up to and including the date of such certificate have been purchased by
the Issuer or any Subsidiary of the Issuer and cancelled; and


(b)           are at the date of such certificate held by, for the benefit of, or on
behalf of, the Issuer or any Subsidiary of the Issuer;



 21
 






  



 


(xviii)      procure
its Subsidiaries to comply with all applicable provisions of
Condition 6(h);


(xix)         use
all reasonable endeavours to procure that each of the Paying Agents makes
available for inspection by Noteholders, Receiptholders and Couponholders at
its specified office copies of these presents, the Agency Agreement and the
then latest audited balance sheet and profit and loss account (consolidated if
applicable) of the Issuer and the Guarantor;


(xx)          if,
in accordance with the provisions of the Conditions, interest in respect of the
Notes becomes payable at the specified office of any Paying Agent in the United
States of America promptly give notice thereof to the relative Noteholders in
accordance with Condition 13;


(xxi)         use
all reasonable endeavours to procure that Euroclear and/or Clearstream,
Luxembourg (as the case may be) issue(s) any record, certificate or other
document requested by the Trustee under Clause 16(U) as soon as
practicable after such request;


(xxii)        give
prior written notice to the Trustee of any proposed redemption pursuant to
Condition 6(b) or 6(c) and, if it shall have given notice to the
Noteholders of its intention to redeem any Notes pursuant to
Condition 6(c), duly proceed to draw (if appropriate) and redeem the
relevant Notes accordingly; and


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


(B)           The Guarantor covenants with the Trustee that, so long as any of the
Notes remains outstanding (or, in the case of paragraphs (viii) and (xvi),
so long as any of such Notes or the relative Receipts or Coupons remains liable
to prescription or, in the case of subparagraph (xv), until the expiry of a
period of 30 days after the Relevant Date) it shall:


(i)            at all times carry on and conduct its affairs and procure its
Subsidiaries to carry on and conduct their respective affairs in a proper and
efficient manner;


(ii)           give or procure to be given to the Trustee such opinions, certificates
and information as it shall require and in such form as it shall require
(including without limitation the procurement of all such certificates called
for by the Trustee pursuant to Clause 16(C)) for the purpose of the
discharge or exercise of the duties, trusts, powers, authorities and
discretions vested in it under these presents or by operation of law;


(iii)          cause to be prepared and certified by its Auditors in respect of each
annual financial accounting period accounts in such form as will comply with
all relevant legal and accounting requirements and all requirements for the
time being of the relevant Stock Exchange;


(iv)          at all times keep proper books of account and allow the Trustee and any
person appointed by the Trustee to whom the Guarantor shall have no reasonable
objection free access to such books of account at all reasonable times during
normal business hours;


(v)           send to the Trustee (in addition to any copies to which it may be
entitled as a holder of any securities of the Guarantor) two copies in English
of every balance sheet, profit and loss account, report, circular and notice of
general meeting and every other document issued or sent to its shareholders
together with any of the foregoing, and every document issued or sent to
holders of securities other than its shareholders (including the Noteholders)
as soon as practicable after the issue or publication thereof;



 22
 






  



 


(vi)          forthwith give notice in writing to the Trustee of the occurrence of any
Event of Default or Potential Event of Default;


(vii)         give to the Trustee (a) within seven days after demand by the
Trustee therefor and (b) (without the necessity for any such demand)
promptly after the publication of its audited accounts in respect of each
financial year commencing with the financial year ending
28 February 2006 and in any event not later than 180 days after
the end of each such financial year, a certificate signed by two of its
Directors, to the effect that as at a date not more than seven days before
delivering such certificate (the relevant certification
date) there did not exist and had not existed since the relevant
certification date of the previous certificate (or in the case of the first
such certificate the date hereof) any Event of Default or any Potential Event
of Default (or if such exists or existed, specifying the same) and that during
the period from and including the relevant certification date of the last such
certificate (or in the case of the first such certificate the date hereof) to
and including the relevant certification date of such certificate the Guarantor
has complied with all its obligations contained in these presents or (if such
is not the case) specifying the respects in which it has not complied;


(viii)        at
all times execute all such further documents and do all such further acts and
things as may be necessary at any time or times in the opinion of the Trustee
for the purpose of discharging its functions under, or giving effect to, these
presents;


(ix)           if payments of principal or interest in respect of the Notes or relative
Receipts or Coupons by the Guarantor shall become subject generally to the
taxing jurisdiction of any territory or any political sub-division or any
authority therein or thereof having power to tax, other than or in addition to
the United States of America or any political sub-division or any authority
therein or thereof having power to tax, immediately upon becoming aware
thereof, notify the Trustee in writing of such event and (unless the Trustee
otherwise agrees) enter forthwith into a trust deed supplemental to this Trust
Deed, giving to the Trustee an undertaking or covenant in form and manner
satisfactory to the Trustee in terms corresponding to the terms of Condition 7
with the substitution for (or, as the case may be, the addition to) the
references therein to the United States of America or any political
sub-division thereof or any authority therein or thereof having power to tax or
references to that other or additional territory or any political sub-division
thereof or any authority therein or thereof having power to tax to whose taxing
jurisdiction such payments shall have become subject as aforesaid such trust
deed also (where applicable) to modify Condition 6(b) so that such
Condition shall make reference to the other or additional territory, any
political sub-division thereof and any authority therein or thereof having
power to tax;


(x)            comply with and perform all its obligations under the Agency Agreement;


(xi)           in order to enable the Trustee to ascertain the nominal amount of the
Notes of each Series for the time being outstanding for any of the purposes
referred to in the proviso to the definition of outstanding
in Clause 1, deliver to the Trustee as soon as practicable upon being so
requested in writing by the Trustee, a certificate in writing signed by two of
its Directors, setting out the total number and aggregate nominal amount of the
Notes of each Series issued which:


(a)           up to and including the date of such certificate have been purchased by
the Guarantor or any Subsidiary of the Guarantor and cancelled; and


(b)           are at the date of such certificate held by, for the benefit of, or on
behalf of, the Guarantor or any Subsidiary of the Guarantor; and



 23
 






  



 


(xii)          procure its Subsidiaries to comply with all applicable provisions of
Condition 6(h).


15.          REMUNERATION
AND INDEMNIFICATION OF TRUSTEE


(A)          The Issuer shall pay to the Trustee remuneration for its services as
trustee of these presents such amount as shall be agreed from time to time by
exchange of letters between the Issuer and the Trustee.  Such remuneration shall accrue from day to
day and be payable (in priority to payments to Noteholders, Receiptholders and
Couponholders) up to and including the date when, all the Notes having become
due for redemption, the redemption moneys and interest thereon to the date of
redemption have been paid to the Agent or the Trustee PROVIDED THAT if upon due
presentation of any Note, Receipt or Coupon or any cheque payment of the moneys
due in respect thereof is improperly withheld or refused, remuneration will
commence again to accrue until payment to such Noteholder, Receiptholder or
Couponholder is duly made.


(B)           In the event of the occurrence of an Event of Default or a Potential
Event of Default or the Trustee considering it expedient or necessary or being
requested by the Issuer to undertake duties which the Trustee and the Issuer
agree to be of an exceptional nature or otherwise outside the scope of the
normal duties of the Trustee under these presents the Issuer shall pay to the
Trustee such additional remuneration as shall be agreed between them.


(C)           The Issuer shall in addition pay to the Trustee an amount equal to the
amount of any value added tax or similar tax chargeable in respect of its
remuneration under these presents.


(D)          In the event of the Trustee and the Issuer failing to agree:


(1)           (in a case to which subclause (A) above applies) upon the amount of
the remuneration; or


(2)           (in a case to which subclause (B) above applies) upon whether such
duties shall be of an exceptional nature or otherwise outside the scope of the
normal duties of the Trustee under these presents, or upon such additional
remuneration,


such matters shall be determined by a person (acting
as an expert and not as an arbitrator) selected by the Trustee and approved by
the Issuer or, failing such approval, nominated (on the application of the
Trustee) by the President for the time being of The Law Society of England and
Wales (the expenses involved in such nomination and the fees of such person
being payable by the Issuer) and the determination of any such person shall be
final and binding upon the Trustee and the Issuer.


(E)           The Issuer shall also pay or discharge all Liabilities incurred by the
Trustee in relation to the preparation and execution of, the exercise of its
powers and the performance of its duties under, and in any other manner in
relation to, these presents, including but not limited to, travelling expenses
and any stamp, issue, registration, documentary and other taxes or duties paid
or payable by the Trustee in connection with any action taken by or on behalf
of the Trustee for enforcing, or resolving any doubt concerning, or for any
other purpose in relation to, these presents.


(F)           The Issuer hereby further undertakes to the Trustee that all monies
payable by the Issuer to the Trustee under this clause shall be made without
set-off, counterclaim, deduction or withholding unless required by law in which
event the Issuer will pay such additional amounts as will result in the receipt
by the Trustee of the amounts which would otherwise have been payable by the
Issuer to the Trustee under this clause in the absence of any such set-off,
counterclaim, deduction or withholding.


(G)           All amounts payable pursuant to subclause (E) above and/or
Clause 16(J) shall be payable by the Issuer on the date specified in a
demand by the Trustee and in the case of payments actually made by the Trustee
prior to such demand shall (if not paid within seven days after such demand and
the



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Trustee so requires) carry interest at the rate
of two per cent. per annum above the Base Rate from time to time of National
Westminster Bank Plc from the date specified in such demand, and in all other
cases shall (if not paid on the date specified in such demand or, if later,
within seven days after such demand and, in either case, the Trustee so
requires) carry interest at such rate from the date specified in such
demand.  All remuneration payable to the
Trustee shall carry interest at such rate from the due date therefor.


(H)          Unless otherwise specifically stated in any discharge of these presents
the provisions of this Clause and Clause 16(J) shall continue in full
force and effect notwithstanding such discharge.


(I)            The Trustee shall be entitled in its absolute discretion to determine in
respect of which Series of Notes any Liabilities incurred under these presents
have been incurred or to allocate any such Liabilities between the Notes of any
Series.


16.          SUPPLEMENT
TO TRUSTEE ACTS


Section 1 of the Trustee Act 2000 shall not apply to
the duties of the Trustee in relation to the trusts constituted by these
presents.  Where there are any
inconsistencies between the Trustee Acts and the provisions of these presents,
the provisions of these presents shall, to the extent allowed by law, prevail
and, in the case of any such inconsistency with the Trustee Act 2000, the
provisions of these presents shall constitute a restriction or exclusion for
the purposes of that Act.  The Trustee shall
have all the powers conferred upon trustees by the Trustee Acts and by way of
supplement thereto it is expressly declared as follows:


(A)          The Trustee may in relation to these presents act on the advice or
opinion of or any information obtained from any lawyer, valuer, accountant,
surveyor, banker, broker, auctioneer or other expert whether obtained by the
Issuer, the Guarantor, the Trustee or otherwise and shall not be responsible
for any Liability occasioned by so acting.


(B)           Any such advice, opinion or information may be sent or obtained by
letter, telex, telegram, facsimile transmission, cable or electronic mail and
the Trustee shall not be liable for acting on any advice, opinion or
information purporting to be conveyed by any such letter, telex, telegram,
facsimile transmission or cable although the same shall contain some error or
shall not be authentic.


(C)           The Trustee may call for and shall be at liberty to accept as sufficient
evidence of any fact or matter or the expediency of any transaction or thing, a
certificate signed by any two Directors of the Issuer or by any two Directors
of the Guarantor, and the Trustee shall not be bound in any such case to call
for further evidence or be responsible for any Liability that may be occasioned
by it or any other person acting on such certificate.


(D)          The Trustee shall be at liberty to hold these presents and any other
documents relating thereto or to deposit them in any part of the world with any
banker or banking company or company whose business includes undertaking the
safe custody of documents or lawyer or firm of lawyers considered by the
Trustee to be of good repute and the Trustee shall not be responsible for or
required to insure against any Liability incurred in connection with any such
holding or deposit and may pay all sums required to be paid on account of or in
respect of any such deposit.


(E)           The Trustee shall not be responsible for the receipt or application of
the proceeds of the issue of any of the Notes by the Issuer, the exchange of
any Global Note for another Global Note or Definitive Notes or the delivery of
any Global Note or Definitive Notes to the person(s) entitled to it or them.



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(F)                                 The Trustee shall not be bound to give notice to any person of the
execution of any documents comprised or referred to in these presents or to
take any steps to ascertain whether any Event of Default or any Potential Event
of Default has occurred and, until it shall have actual knowledge or express
notice pursuant to these presents to the contrary, the Trustee shall be
entitled to assume that no Event of Default or Potential Event of Default has
occurred and that each of the Issuer and the Guarantor is observing and
performing all its obligations under these presents.


(G)                                Save as expressly otherwise provided in these presents, the Trustee
shall have absolute and uncontrolled discretion as to the exercise or
non-exercise of its trusts, powers, authorities and discretions under these
presents (the exercise or non-exercise of which as between the Trustee and the
Noteholders, the Receiptholders and Couponholders shall be conclusive and
binding on the Noteholders, the Receiptholders and Couponholders) and shall not
be responsible for any Liability which may result from their exercise or
non-exercise and in particular the Trustee shall not be bound to act at the
request or direction of the Noteholders or otherwise under any provision of
these presents or to take at such request or direction or otherwise any other
action under any provision of these presents, without prejudice to the
generality of subclause 9(A), unless it shall first be indemnified or secured
to its satisfaction against all Liabilities to which it may render itself
liable or which it may incur by so doing.


(H)                               The Trustee shall not be liable to any person by reason of having acted
upon any Extraordinary Resolution in writing or any Extraordinary Resolution or
other resolution purporting to have been passed at any meeting of the holders
of Notes of all or any Series in respect whereof minutes have been made and
signed or any direction or request of Noteholders even though subsequent to its
acting it may be found that there was some defect in the constitution of the
meeting or the passing of the resolution or (in the case of an Extraordinary
Resolution in writing) that not all such holders had signed the Extraordinary
Resolution or (in the case of direction or request) it was not signed by the
requisite number of Noteholders or that for any reason the resolution was not
valid or binding upon such holders and the relative Receiptholders and
Couponholders.


(I)                                    The Trustee shall not be liable to any person by reason of having
accepted as valid or not having rejected any Note, Receipt or Coupon purporting
to be such and subsequently found to be forged or not authentic.


(J)                                   Without prejudice to the right of indemnity by law given to trustees,
each of the Issuer and the Guarantor shall indemnify the Trustee and every
Appointee and keep it or him indemnified against all Liabilities to which it or
he may be or become subject or which may be incurred by it or him in the
execution or purported execution of any of its or his trusts, powers,
authorities and discretions under these presents or its or his functions under
any such appointment or in respect of any other matter or thing done or omitted
in any way relating to these presents or any such appointment.


(K)                               Any consent or approval given by the Trustee for the purposes of these
presents may be given on such terms and subject to such conditions (if any), as
the Trustee thinks fit and notwithstanding anything to the contrary in these
presents, may be given retrospectively. 
The Trustee may give any consent or approval, exercise any power,
authority or discretion or take any similar action (whether or not such
consent, approval, power, authority, discretion or action is specifically
referred to in these presents) if it is satisfied that the interests of the
Noteholders will not be materially prejudiced thereby.  For the avoidance of doubt, the Trustee shall
not have any duty to the Noteholders in relation to such matters other than
that which is contained in the preceding sentence.



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(L)                                 The Trustee shall not (unless and to the extent ordered so to do by a
court of competent jurisdiction) be required to disclose to any Noteholder,
Receiptholder or Couponholder any information (including, without limitation,
information of a confidential, financial or price sensitive nature) made
available to the Trustee by the Issuer, the Guarantor or any other person in
connection with these presents and no Holder, Receiptholder or Couponholder
shall be entitled to take any action to obtain from the Trustee any such
information.


(M)                            Where it is necessary or desirable for any purpose in connection with
these presents to convert any sum from one currency to another it shall (unless
otherwise provided by these presents or required by law) be converted at such
rate or rates, in accordance with such method and as at such date for the
determination of such rate of exchange, as may be agreed by the Trustee in
consultation with the Issuer and any rate, method and date so agreed shall be
binding on the Issuer, the Guarantor, the Noteholders, the Receiptholders and
the Couponholders.


(N)                               The Trustee as between itself and the Noteholders, the Receiptholders
and the Couponholders may determine all questions and doubts arising in
relation to any of the provisions of these presents.  Every such determination, whether or not
relating in whole or in part to the acts or proceedings of the Trustee, shall
be conclusive and shall bind the Trustee and the Noteholders, the
Receiptholders and the Couponholders.


(O)                               In connection with the exercise by it of any of its trusts, powers,
authorities or discretions under these presents (including, without limitation,
any modification, waiver, authorisation or determination), the Trustee shall
have regard to the general interests of the Noteholders as a class but shall not
have regard to any interests arising from circumstances particular to
individual Noteholders, Receiptholders or Couponholders (whatever their number)
and, in particular but without limitation, shall not have regard to the
consequences of such exercise for individual Noteholders,  Receiptholders or Couponholders (whatever
their number) resulting from their being, for any purpose, domiciled or
resident in, or otherwise connected with, or subject to the jurisdiction of,
any particular territory or any political sub-division thereof and the Trustee
shall not be entitled to require, nor shall any Noteholder, Receiptholder or
Couponholder be entitled to claim, from the Issuer, the Guarantor, the Trustee
or any other person any indemnification or payment in respect of any tax
consequence of any such exercise upon individual Noteholders, the
Receiptholders or Couponholders except to the extent already provided for in
Condition 7 and/or any undertaking given in addition thereto or in
substitution therefor under these presents.


(P)                                 Any trustee of these presents being a lawyer, accountant, broker or
other person engaged in any profession or business shall be entitled to charge
and be paid all usual professional and other charges properly incurred for
business transacted and acts done by him or his firm in connection with the
trusts of these presents and also his reasonable charges in addition to
disbursements for all other work and business done and all time spent by him or
his firm in connection with matters arising in connection with these presents.


(Q)                               The Trustee may whenever it thinks fit, subject to the consent of the
Issuer (such consent not to be unreasonably withheld) except following the
occurrence of an Event of Default or a Potential Event of Default or if the
Trustee has reasonable grounds to believe that an Event of Default or a
Potential Event of Default has occurred or is about to occur or if the Trustee
has been advised by its legal advisers that such delegation is necessary in
order to avoid a conflict of interest or a possible conflict of interest, in
each of which cases no such consent of the Issuer as aforesaid shall be
required, delegate by power of attorney or otherwise to any person or persons
or fluctuating body of persons (whether being a joint trustee of these presents
or not) all or any of its trusts, powers, authorities and discretions under
these presents.  Such delegation may be
made upon such terms (including power to sub-delegate)



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and subject to such conditions and regulations
as the Trustee may in the interests of the Noteholders think fit.  Provided that the Trustee shall have
exercised reasonable care in the selection of such delegate the Trustee shall
not be under any obligation to supervise the proceedings or acts of any such
delegate or sub-delegate or be in any way responsible for any Liability
incurred by reason of any misconduct or default on the part of any such
delegate or sub-delegate.  The Trustee
shall within a reasonable time after any such delegation or any renewal,
extension or termination thereof give notice thereof to the Issuer.


(R)                                The Trustee may, after consultation with the Issuer and the Guarantor,
unless, in the opinion of the Trustee, such consultation would be materially
prejudicial to the interests of the Noteholders in the conduct of the trusts of
these presents instead of acting personally employ and pay an agent (whether
being a lawyer or other professional person) to transact or conduct, or concur
in transacting or conducting, any business and to do, or concur in doing, all
acts required to be done in connection with these presents (including the
receipt and payment of money).  Provided
that the Trustee shall have exercised reasonable care in the selection of such
agent the Trustee shall not be in any way responsible for any Liability
incurred by reason of any misconduct or default on the part of any such agent
or be bound to supervise the proceedings or acts of any such agent.  The Trustee shall within a reasonable time after
appointing such an agent or after any renewal, extension or termination of such
an appointment give notice thereof to the Issuer and the Guarantor.


(S)                                 The Trustee may, after consultation with the Issuer and the Guarantor,
unless, in the opinion of the Trustee, such consultation would be materially
prejudicial to the interests of the Noteholders, appoint and pay any person to
act as a custodian or nominee on any terms in relation to such assets of the
trusts constituted by these presents as the Trustee may determine, including
for the purpose of depositing with a custodian these presents or any document
relating to the trusts constituted by these presents and provided that the
Trustee shall have exercised reasonable care in the selection of such custodian
or nominee the Trustee shall not be responsible for any Liability incurred by
reason of the misconduct, omission or default on the part of any person
appointed by it hereunder or be bound to supervise the proceedings or acts of
such person;  the Trustee is not obliged
to appoint a custodian if the Trustee invests in securities payable to
bearer.  The Trustee shall within a
reasonable time after appointing such a custodian or nominee or after any
renewal, extension or termination of such an appointment give notice thereof to
the Issuer and the Guarantor.


(T)                                The Trustee shall not be responsible for the execution, delivery,
legality, effectiveness, adequacy, genuineness, validity, performance (other
than its own), enforceability or admissibility in evidence of these presents or
any other document relating or expressed to be supplemental thereto and shall
not be liable for any failure to obtain any licence, consent or other authority
for the execution, delivery, legality, effectiveness, adequacy, genuineness,
validity, performance (other than its own), enforceability or admissibility in
evidence of these presents or any other document relating or expressed to be
supplemental thereto.


(U)                               The Trustee may call for and shall rely on any records, certificate or
other document and/or evidence and/or information and/or certification to be
issued or given by Euroclear or Clearstream, Luxembourg in relation to any
determination of the principal amount of Notes represented by a Global Note (in
CGN or NGN form) standing to the account of any person.  Any such records, certificate or other
document shall be conclusive and binding for all purposes.  Any such certificate or other document may
comprise any form of statement or print out of electronic records provided by
the relevant clearing system (including Euroclear’s EUCLID or Clearstream,
Luxembourg’s Cedcom system) in accordance with its usual procedures and in
which the holder of a particular principal amount of Notes is clearly
identified together with the amount of such holding.  The Trustee shall not be liable to any person
by reason of having accepted as valid or not having rejected any such record,



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certificate or other
document and/or evidence and/or information and/or certification to such effect
purporting to be issued or given by Euroclear or Clearstream, Luxembourg and
subsequently found to be forged or not authentic.


(V)                                Any certificate or report of the Auditors of the Issuer or any other
person called for by or provided to the Trustee (whether or not addressed to
the Trustee) in accordance with or for the purposes of these presents may be
relied upon by the Trustee as sufficient evidence of the facts stated therein
notwithstanding that such certificate or report and/or any engagement letter or
other document entered into by the Trustee in connection therewith contains a
monetary or other limit on the liability of the Auditors of the Issuer or such
other person in respect thereof and notwithstanding that the scope and/or basis
of such certificate or report may be limited by any engagement or similar letter
or by the terms of the certificate or report itself.


(W)                           The Trustee shall not be responsible to any person for failing to
request, require or receive any legal opinion relating to the Notes or for
checking or commenting upon the content of any such legal opinion and shall not
be responsible for any Liability incurred thereby.


(X)                               Subject to the requirements, if any, of the Stock Exchange, any
corporation into which the Trustee shall be merged or with which it shall be
consolidated or any company resulting from any such merger or consolidation
shall be a party hereto and shall be the Trustee under these presents without
executing or filing any paper or document or any further act on the part of the
parties hereto.


(Y)                                The Trustee shall not be bound to take any action in connection with
these presents or any obligations arising pursuant thereto, including, without
prejudice to the generality of the foregoing, forming any opinion or employing
any financial adviser, where it is not reasonably satisfied that it will be
indemnified (by or on behalf of the Noteholders or, as the case may be, each
person or persons requesting it to take such action or form such opinion)
against all Liabilities which may be incurred in connection with such action
and may demand prior to taking any such action that there be paid to it in
advance such sums as it reasonably considers (without prejudice to any further
demand) shall be sufficient so to indemnify it.


(Z)                                No provision of these presents shall require the Trustee to do anything
which may (i) be illegal or contrary to applicable law or regulation; or (ii)
cause it to expend or risk its own funds or otherwise incur any Liability in
the performance of any of its duties or in the exercise of any of its rights,
powers or discretions, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or Liability
(whether by the Noteholders or by or on behalf of any other person or persons)
is not assured to it.


(AA)                    Unless notified to the contrary, the Trustee shall be entitled to assume
without enquiry (other than requesting a certificate pursuant to subclause
14(xvii)) that no Notes are held by, for the benefit of, or on behalf of, the
Issuer, the Guarantor or any other Subsidiary of the Issuer.


(BB)                        The Trustee shall have no responsibility whatsoever to the Issuer, the
Guarantor, any Noteholder or Couponholder or any other person for the
maintenance of or failure to maintain any rating of any of the Notes by any
rating agency.


(CC)                        The 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 these presents, or any other
agreement or document relating to the transactions contemplated in these
presents or under such other agreement or document.



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17.                               TRUSTEE’S LIABILITY


Nothing in these presents shall in any case in which
the Trustee has failed to show the degree of care and diligence required of it
as trustee having regard to the provisions of these presents conferring on it
any trusts, powers, authorities or discretions exempt the Trustee from or
indemnify it against any Liability for gross negligence, wilful default, fraud
or breach of trust of which it may be guilty in relation to its duties under
these presents.


18.                               TRUSTEE CONTRACTING WITH THE ISSUER AND THE GUARANTOR


Neither the Trustee nor any director or officer or
holding company, Subsidiary or associated company of a corporation acting as a
trustee under these presents shall, by reason of its or his fiduciary position,
be in any way precluded from:


(i)                                     entering into or being interested in any contract or financial or other
transaction or arrangement with the Issuer or the Guarantor or any person or body
corporate associated with the Issuer or the Guarantor (including without
limitation any contract, transaction or arrangement of a banking or insurance
nature or any contract, transaction or arrangement in relation to the making of
loans or the provision of financial facilities or financial advice to, or the
purchase, placing or underwriting of or the subscribing or procuring
subscriptions for or otherwise acquiring, holding or dealing with, or acting as
paying agent in respect of, the Notes or any other notes, bonds, stocks,
shares, debenture stock, debentures or other securities of, any Issuer or any
person or body corporate associated as aforesaid); or


(ii)                                  accepting or holding the trusteeship of any other trust deed
constituting or securing any other securities issued by or relating to the
Issuer or the Guarantor or any such person or body corporate so associated or
any other office of profit under the Issuer or the Guarantor or any such person
or body corporate so associated,


and shall be entitled to exercise and enforce its
rights, comply with its obligations and perform its duties under or in relation
to any such contract, transaction or arrangement as is referred to in (i) above
or, as the case may be, any such trusteeship or office of profit as is referred
to in (ii) above, without regard to the interests of the Noteholders and
notwithstanding that the same may be contrary or prejudicial to the interests
of the Noteholders and shall not be responsible for any Liability occasioned to
the Noteholders thereby and shall be entitled to retain and shall not be in any
way liable to account for any profit made or share of brokerage or commission
or remuneration or other amount or benefit received thereby or in connection
therewith.


Where any holding company, Subsidiary or associated
company of the Trustee or any director or officer of the Trustee acting other
than in his capacity as such a director or officer has any information, the
Trustee shall not thereby be deemed also to have knowledge of such information
and, unless it shall have actual knowledge of such information, shall not be
responsible for any loss suffered by Noteholders resulting from the Trustee’s
failing to take such information into account in acting or refraining from
acting under or in relation to these presents.


19.                               WAIVER, AUTHORISATION AND DETERMINATION


(A)                              The Trustee may, without the consent or sanction of the Noteholders, the
Receiptholders or the Couponholders and without prejudice to its rights in
respect of any subsequent breach, Event of Default or Potential Event of
Default from time to time and at any time but only if and in so far as in its
opinion the interests of the Noteholders shall not be materially prejudiced
thereby, waive or authorise any breach or proposed breach by the Issuer or the
Guarantor of any of the covenants or provisions contained in these presents or
determine that any Event of Default or Potential Event of Default shall not be
treated as such for the purposes of these presents PROVIDED ALWAYS THAT



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the Trustee shall not
exercise any powers conferred on it by this Clause in contravention of any
express direction given by Extraordinary Resolution or by a request under
Condition 9 but so that no such direction or request shall affect any
waiver, authorisation or determination previously given or made.  Any such waiver, authorisation or
determination may be given or made on such terms and subject to such conditions
(if any) as the Trustee may determine, shall be binding on the Noteholders, the
Receiptholders and the Couponholders and, if, but only if, the Trustee shall so
require, shall be notified by the Issuer to the Noteholders in accordance with
Condition 13 as soon as practicable thereafter.


MODIFICATION


(B)                                The Trustee may, without the consent or sanction of the Noteholders, the
Receiptholders or the Couponholders, at any time and from time to time, concur
with the Issuer in making any modification (i) to these presents which in
the opinion of the Trustee it may be proper to make, PROVIDED THAT the Trustee
is of the opinion that such modification will not be materially prejudicial to
the interests of the Noteholders or (ii) to these presents, if in the
opinion of the Trustee, such modification is of a formal, minor or technical
nature or to correct a manifest error or an error which is, in the opinion of
the Trustee, proven.  Any such
modification may be made on such terms and subject to such conditions (if any)
as the Trustee may determine, shall be binding upon the Noteholders, the
Receiptholders and the Couponholders and, unless the Trustee agrees otherwise,
shall be notified by the Issuer to the Noteholders in accordance with
Condition 13 as soon as practicable thereafter.


BREACH


(C)                                Any breach of or failure to comply with any such terms and conditions as
are referred to in subclauses (A) and (B) of this Clause shall constitute a
default by the Issuer or the Guarantor in the performance or observance of a
covenant or provision binding on it under or pursuant to these presents.


CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER


(D)                               (1)                                  The Issuer shall not consolidate with or merge into any other
corporation or convey or transfer its properties and assets substantially as an
entirety to any person, unless:


(a)                                  the corporation formed by such consolidation or into which the Issuer is
merged or the person which acquires by conveyance or transfer, the properties
and assets of the Issuer substantially as an entirety shall be a corporation
organised and existing under the laws of the United States of America, any
political subdivision thereof or any State thereof and shall expressly assume,
by a trust deed supplemental hereto, executed and delivered to the Trustee, in
form satisfactory to the Trustee, the due and punctual payment of the principal
of and interest on all the Notes and the performance of every covenant of these
presents on the part of the Issuer to be performed or observed;


(b)                                 immediately after giving effect to such transaction, no Event of Default
or Potential Event of Default shall have occurred;


(c)                                  the Issuer has delivered to the Trustee a certificate signed by two of
its Directors and an opinion of counsel acceptable to the Trustee, each stating
that such consolidation, merger, conveyance or transfer and such supplemental
trust deed comply with this paragraph (1) and that all conditions
precedent herein provided for relating to such transaction have been complied
with; and



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(d)                                 the Guarantor has delivered to the Trustee a certificate signed by two
of its Directors and an opinion of counsel acceptable to the Trustee, each
stating that the Guarantor’s obligations under these presents shall remain in
full force and effect thereafter.


(2)                                  Upon any consolidation with or merger into any other corporation, or any
conveyance or transfer of the properties and assets of the Issuer substantially
as an entirety, in each case in accordance with paragraph (1) above, the
successor corporation formed by such consolidation or into which the Issuer is
merged or the successor person to which such conveyance or transfer is made, shall
succeed to, and be substituted for, and may exercise every right and power of,
the Issuer under these presents with the same effect as if such successor had
been named as the Issuer herein, and thereafter the predecessor corporation
shall be relieved of all obligations and covenants under these presents.


(3)                                  The Guarantor shall not consolidate with or merge into any other
corporation or convey or transfer its properties and assets substantially as an
entirety to any person, unless:


(a)                                  the corporation formed by such consolidation or into which the Guarantor
is merged or the person which acquires by conveyance or transfer, the
properties and assets of the Guarantor substantially as an entirety shall be a
corporation organised and existing under the laws of the United States of
America, any political subdivision thereof or any State thereof and shall
expressly assume, by a trust deed supplemental hereto, executed and delivered
to the Trustee, in form satisfactory to the Trustee, the obligations of the Guarantor
contained in Clause 7 and the performance of every covenant contained in
these presents on the part of the Guarantor to be performed or observed;


(b)                                 immediately after giving effect to such transaction, no Event of Default
or Potential Event of Default shall have occurred; and


(c)                                  the Guarantor has delivered to the Trustee a certificate signed by two
of its Directors and an opinion of counsel acceptable to the Trustee, each
stating that such consolidation, merger, conveyance or transfer and such supplemental
trust deed comply with this paragraph (3) and that all conditions
precedent herein provided for relating to such transaction have been complied
with.


(4)                                  Upon any consolidation with or merger into any other corporation, or any
conveyance or transfer of the properties and assets of the Guarantor
substantially as an entirety, in each case in accordance with
paragraph (3) above, the successor corporation formed by such
consolidation or into which the Guarantor is merged or the successor person to
which such conveyance or transfer is made, shall succeed to, and be substituted
for, and may exercise every right and power of, the Guarantor under these
presents with the same effect as if such successor had been named as the
Guarantor herein, and thereafter the predecessor corporation shall be relieved
of all obligations and covenants under these presents.


20.                               HOLDER OF DEFINITIVE NOTE ASSUMED TO BE RECEIPTHOLDER AND COUPONHOLDER


(A)                              Wherever in these presents the Trustee is required or entitled to
exercise a power, trust, authority or discretion under these presents, except
as ordered by a court of competent jurisdiction or as required by applicable
law, the Trustee shall, notwithstanding that it may have express notice to the
contrary, assume that each Noteholder is the holder of all Receipts and Coupons
appertaining to each Definitive Note of which he is the holder.



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NO NOTICE TO RECEIPTHOLDERS OR COUPONHOLDERS


(B)                                Neither the Trustee nor the Issuer shall be required to give any notice
to the Receiptholders or Couponholders for any purpose under these presents and
the Receiptholders or Couponholders shall be deemed for all purposes to have
notice of the contents of any notice given to the holders of Bearer Notes in
accordance with Condition 13.


21.                               CURRENCY INDEMNITY


Each of the Issuer and the Guarantor shall severally
indemnify the Trustee, every Appointee, the Noteholders, the Receiptholders and
the Couponholders and keep them indemnified against:


(a)                                  any Liability incurred by any of them arising from the non-payment by
the Issuer or the Guarantor of any amount due to the Trustee or the holders of
the Notes issued by the Issuer or the Guarantor and the relative Receiptholders
or Couponholders under these presents, by reason of any variation in the rates
of exchange between those used for the purposes of calculating the amount due
under a judgment or order in respect thereof and those prevailing at the date
of actual payment by the Issuer or the Guarantor; and


(b)                                 any deficiency arising or resulting from any variation in rates of
exchange between (i) the date as of which the local currency equivalent of
the amounts due or contingently due under these presents (other than this
Clause) is calculated for the purposes of any bankruptcy, insolvency or liquidation
of the Issuer or the Guarantor and (ii) the final date for ascertaining
the amount of claims in such bankruptcy, insolvency or liquidation.  The amount of such deficiency shall be deemed
not to be reduced by any variation in rates of exchange occurring between the
said final date and the date of any distribution of assets in connection with
any such bankruptcy, insolvency or liquidation.


The above indemnities shall constitute obligations of
the Issuer and the Guarantor separate and independent from their other
obligations under the other provisions of these presents and shall apply
irrespective of any indulgence granted by the Trustee or the Noteholders, the
Receiptholders or the Couponholders from time to time and shall continue in
full force and effect, notwithstanding the judgment or filing of any proof or
proofs in any bankruptcy, insolvency or liquidation of the Issuer or the
Guarantor for a liquidated sum or sums in respect of amounts due under these
presents (other than this Clause).  Any
such deficiency as aforesaid shall be deemed to constitute a loss suffered by
the Noteholders, the Receiptholders and the Couponholders and no proof or
evidence of any actual loss shall be required by the Issuer or the Guarantor or
its liquidator or liquidators.


22.                               NEW TRUSTEE


(A)                              The power to appoint a new trustee of these presents shall be vested in
the Issuer but no person shall be appointed who shall not previously have been
approved by an Extraordinary Resolution. 
One or more persons may hold office as trustee or trustees of these
presents but such trustee or trustees shall be or include a Trust
Corporation.  Whenever there shall be
more than two trustees of these presents, the majority of such trustees shall
be competent to execute and exercise all the duties, powers, trusts,
authorities and discretions vested in the Trustee by these presents, provided
that a Trust Corporation shall be included in such majority.  Any appointment of a new trustee of these
presents shall as soon as practicable thereafter be notified by the Issuer to
the Agent and the Noteholders.


SEPARATE AND CO-TRUSTEES


(B)                                Notwithstanding the provisions of subclause (A) above, the Trustee
may, upon giving prior notice to the Issuer (but without the consent of the
Issuer, the Guarantor, the Noteholders, the Receiptholders or the
Couponholders), appoint any person established or resident in any jurisdiction
(whether a Trust Corporation or not) to act either as a separate trustee or as
a co-trustee jointly with the Trustee:



 33
 






  



 


(i)                                     if the Trustee considers such appointment to be in the interests of the
Noteholders;


(ii)                                  for the purposes of conforming to any legal requirements, restrictions
or conditions in any jurisdiction in which any particular act or acts is or are
to be performed; or


(iii)                               for the purposes of obtaining a judgment in any jurisdiction or the
enforcement in any jurisdiction of either a judgment already obtained or any of
the provisions of these presents against the Issuer or the Guarantor.


Each of the Issuer and the Guarantor irrevocably appoints
the Trustee to be its attorney in its name and on its behalf to execute any
such instrument of appointment.  Such a
person shall (subject always to the provisions of these presents) have such
trusts, powers, authorities and discretions (not exceeding those conferred on
the Trustee by these presents) and such duties and obligations as shall be
conferred or imposed by the instrument of appointment.  The Trustee shall have power in like manner
to remove any such person.  Such
reasonable remuneration as the Trustee may pay to any such person, together
with any attributable Liabilities incurred by it in performing its function as
such separate trustee or co-trustee, shall, for the purposes of these presents,
be treated as Liabilities incurred by the Trustee.


23.                               TRUSTEE’S RETIREMENT AND REMOVAL


A trustee of these presents may retire at any time on
giving not less than 60 days prior written notice to the Issuer, without giving
any reason and without being responsible for any Liabilities incurred by reason
of such retirement.  The Noteholders may,
by Extraordinary Resolution, remove any trustee or trustees for the time being
of these presents.  The Issuer and the
Guarantor undertake that in the event of the only trustee of these presents
which is a Trust Corporation giving notice under this Clause or being removed
by Extraordinary Resolution, they will use reasonable endeavours to procure
that a new trustee of these presents, being a Trust Corporation, is appointed
as soon as reasonably practicable thereafter.  The retirement or removal of any such trustee
shall not become effective until a successor trustee being a Trust Corporation
is appointed.  If, in such circumstances,
no appointment of such a new trustee has become effective within 60 days of the
date of such notice or Extraordinary Resolution, the Trustee shall be entitled
to appoint a Trust Corporation as trustee of these presents, but no such
appointment shall take effect unless previously approved by an Extraordinary
Resolution.


24.                               TRUSTEE’S POWERS TO BE ADDITIONAL


The powers conferred upon the Trustee by these
presents shall be in addition to any powers which may from time to time be
vested in the Trustee by general law or as a holder of any of the Notes,
Receipts or Coupons.


25.                               NOTICES


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


	
  to the Issuer:

  	
  4500 Park Granada

  
	
   

  	
  Calabasas

  
	
   

  	
  California 91302

  
	
   

  	
  U.S.A.

  
	
   

  	
   

  
	
   

  	
  (Attention:         Jennifer
  Sandefur

  



 



 34
 






  



 


	
  

  	
                            Senior
  Managing Director and

  
	
   

  	
                            Treasurer)

  
	
   

  	
  Facsimile No.    001 818 225
  4001

  
	
   

  	
   

  
	
  to the
  Guarantor:

  	
  4500 Park Granada

  
	
   

  	
  Calabasas

  
	
   

  	
  California 91302

  
	
   

  	
  U.S.A.

  
	
   

  	
   

  
	
   

  	
  (Attention:        Jennifer
  Sandefur

  
	
   

  	
                           Senior
  Managing Director

  
	
   

  	
                           and
  Treasurer)

  
	
   

  	
  Facsimile No.   001 818 225 4001

  
	
   

  	
   

  
	
  to the Trustee:

  	
  Winchester House

  
	
   

  	
  1 Great Winchester Street

  
	
   

  	
  London EC2N 2DB

  
	
   

  	
   

  
	
   

  	
  (Attention:       the
  Managing Director)

  
	
   

  	
  Facsimile No.  +44 207 547 5782/+44 207
  547 3665

  



or to such other address or facsimile number as shall
have been notified (in accordance with this Clause) to the other parties hereto
and any notice or demand sent by post as aforesaid shall be deemed to have been
given, made or served three days in the case of inland post or seven days in
the case of overseas post after despatch and any notice or demand sent by
facsimile transmission as aforesaid shall be deemed to have been given, made or
served 24 hours after the time of despatch, provided
that in the case of a notice or demand given by facsimile
transmission, such notice or demand shall forthwith be confirmed by post.  The failure of the addressee to receive such
confirmation shall not invalidate the relevant notice or demand given by facsimile
transmission.


26.                               GOVERNING LAW


These presents are governed by, and shall be construed
in accordance with, English law.


27.                               SUBMISSION TO JURISDICTION


(A)                              Each of the Issuer and the Guarantor irrevocably agrees for the benefit
of the Trustee, the Noteholders, the Receiptholders and the Couponholders that
the courts of England are to have jurisdiction to settle any disputes which may
arise out of or in connection with these presents and that accordingly any
suit, action or proceedings arising out of or in connection with these presents
(together referred to as Proceedings),
may be brought in the courts of England. 
Each of the Issuer and the Guarantor irrevocably and unconditionally
waives and agrees not to raise any objection which it may have now or
subsequently to the laying of the venue of any Proceedings in the courts of
England and any claim that any Proceedings have been brought in an inconvenient
forum and further irrevocably and unconditionally agrees that a judgment in any
Proceedings brought in the courts of England shall be conclusive and binding
upon it and may be enforced in the courts of any other jurisdiction.  Nothing in this Clause shall limit any right
to take Proceedings against the Issuer or the Guarantor in any other court of
competent jurisdiction, nor shall the taking of Proceedings in one or more
jurisdictions preclude the taking of Proceedings in any other jurisdiction,
whether concurrently or not.


(B)                                Each of the Issuer and the Guarantor irrevocably and unconditionally
appoints GLN Representatives Limited at its registered office for the time
being (being at the date hereof at 20th Floor, City Point, 1 Ropemaker Street, London
EC2Y 9HT) and in the event of its ceasing so to act, will appoint such



 35















 


other person as
the Trustee may approve and as the Issuer or the Guarantor may nominate in
writing to the Trustee for the purpose of accepting service of process on its
behalf in England in respect of any Proceedings.  Each of the Issuer and the Guarantor:


(i)                                     agrees
to procure that, so long as any of the Notes issued by it remains liable to
prescription, there shall be in force an appointment of such a person approved
by the Trustee with an office in London with authority to accept service as
aforesaid;


(ii)                                  agrees
that failure by any such person to give notice of such service of process to
the Issuer or the Guarantor shall not impair the validity of such service or of
any judgment based thereon; and


(iii)                               agrees that nothing in
these presents shall affect the right to serve process in any other manner
permitted by law.


28.                               COUNTERPARTS


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


29.                               CONTRACTS
(RIGHTS OF THIRD PARTIES) ACT 1999


A person which is not a party to this Trust Deed or
any trust deed supplemental hereto has no right under the Contracts (Rights of
Third Parties) Act 1999 to enforce any term of this Trust Deed or any trust
deed supplemental hereto, but this does not affect any right or remedy of a
third party which exists or is available apart from that Act.


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



 36
 








 


SCHEDULE 1


TERMS AND
CONDITIONS OF THE NOTES


The following are
the Terms and Conditions of the Notes which will be incorporated by reference
into each global Note and each definitive Note, in the latter case only if
permitted by all legal and other relevant regulatory requirements and agreed by
the Issuer and the relevant Dealer at the time of issue but, if not so
permitted and agreed, such definitive Note will have endorsed thereon or
attached thereto such Terms and Conditions. 
The applicable Final Terms in relation to any Tranche of Notes may
specify other terms and conditions which shall, to the extent so specified or
to the extent inconsistent with the following Terms and Conditions, replace or
modify the following Terms and Conditions for the purpose of such Notes.  The applicable Final Terms (or the relevant
provisions thereof) will be endorsed upon, or attached to, each Temporary
Global Note, Permanent Global Note and definitive Note.  Reference should be made to “Form of the
Notes” above for a description of the content of Final Terms which will include
the definitions of certain terms used in the following Terms and Conditions or
specify which of such terms are to apply in relation to the relevant Notes.


This Note is one of a Series (as defined below) of
Notes issued by Countrywide Financial Corporation (the “Issuer”) constituted by
a Trust Deed dated 15 August, 2005 (such Trust Deed as modified and/or
supplemented and/or restated from time to time, the “Trust Deed”) made between
the Issuer, Countrywide Home Loans, Inc. as guarantor (the “Guarantor”) and
Deutsche Trustee Company Limited (the
“Trustee”, which expression shall include any successor as trustee).


References herein
to the “Notes” shall be references to the Notes of this Series and shall mean:


(i)                                     in
relation to any Notes represented by a global Note, units of the lowest
Specified Denomination in the Specified Currency;


(ii)                                  definitive
Notes issued in exchange for a global Note; and


(iii)                               any global Note.


The Notes, the Receipts (as defined below) and the
Coupons (as defined below) have the benefit of an amended and restated Agency
Agreement (the “Agency Agreement” dated 31 August, 2006 made between the
Issuer, the Guarantor, Deutsche Bank AG, London Branch as issuing and principal
paying agent and agent bank (the “Agent”, which expression shall include any
successor agent specified in the applicable Final Terms), the other paying
agents named therein (together, where the context so permits, with the Agent,
the “Paying Agents”, which expression shall include any additional or successor
paying agents) and the Trustee.


Interest bearing definitive Notes (unless otherwise
indicated in the applicable Final Terms) have interest coupons (“Coupons”) and,
if indicated in the applicable Final Terms, talons for further Coupons (“Talons”)
attached on issue. Any reference herein to Coupons or coupons shall, unless the
context otherwise requires, be deemed to include a reference to Talons or
talons. Definitive Notes repayable in instalments have receipts (“Receipts”)
for the payment of the instalments of principal (other than the final
instalment) attached on issue.


The Final Terms for this Note (or the relevant
provisions thereof) is attached to or endorsed on this Note and supplements
these Terms and Conditions and may specify other terms and conditions which
shall, to the extent so specified or to the extent inconsistent with these
Terms and Conditions, replace or modify these Terms and Conditions for the
purposes of this Note. References to the “applicable Final Terms” are to the
Final Terms (or the relevant provisions thereof) attached to or endorsed on
this Note.



 37
 








 


The Trustee acts for the benefit of the holders for
the time being of the Notes (the “Noteholders”, which expression shall, in
relation to any Notes represented by a global Note, be construed as provided
below), the holders of the Receipts (the “Receiptholders”) and the holders of
the Coupons (the “Couponholders”, which expression shall, unless the context
otherwise requires, include the holders of the Talons), in accordance with the
provisions of the Trust Deed.


As used herein, “Tranche” means Notes which are
identical in all respects (including as to listing) and “Series” means a
Tranche of Notes together with any further Tranche or Tranches of Notes which
are (i) expressed to be consolidated and form a single series and (ii)
identical in all respects (including as to listing) except for their respective
Issue Dates, Interest Commencement Dates and/or Issue Prices.


Copies of the Trust Deed, the Agency Agreement and the
applicable Final Terms are available for inspection during normal business
hours at the registered office for the time being of the Trustee (being at 31
August, 2006 at Winchester House, 1 Great Winchester Street, London EC2N 2DB)
and at the specified office of each of the Paying Agents, save that, if this
Note is neither admitted to trading on a regulated market in the European
Economic Area nor offered in the European Economic Area in circumstances where
a prospectus is required to be published under the Prospectus Directive, the
applicable Final Terms will only be available for inspection by a Noteholder
holding one or more unlisted Notes of that Series and such Noteholder must
produce evidence satisfactory to the Trustee or, as the case may be, the
relevant Paying Agent as to its holding of Notes and as to identity. The
Noteholders, the Receiptholders and the Couponholders are deemed to have notice
of, and are entitled to the benefit of, all the provisions of the Trust Deed,
the Agency Agreement and the applicable Final Terms which are applicable to them.
These Terms and Conditions include summaries of, and are subject to the
detailed provisions of, the Trust Deed.


Words and
expressions defined in the Trust Deed or the Agency Agreement or used in the
applicable Final Terms shall have the same meanings where used in these Terms
and Conditions unless the context otherwise requires or unless otherwise stated
and provided that, in the event of inconsistency between the Agency Agreement
and the Trust Deed, the Trust Deed will prevail and, in the event of inconsistency
between the Agency Agreement or the Trust Deed and the applicable Final Terms,
the applicable Final Terms will prevail.


1.                                      Form,
Denomination and Title


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


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


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


Subject as set out below, title to the Notes, Receipts
and Coupons will pass by delivery. The Issuer, the Guarantor, the Replacement
Agent (which is defined in the Agency Agreement as the Paying Agent in London)
and any Paying Agent may deem and treat the bearer of any Note, Receipt or
Coupon as the absolute owner thereof (whether or not overdue and
notwithstanding any notice of ownership or writing thereon or notice of any
previous loss or theft thereof) for all purposes but, in the case of any global
Note, without prejudice to the provisions set out in the next succeeding
paragraph.


For so long as any of the Notes is represented by a
global Note held on behalf of Euroclear Bank SA/NV (“Euroclear”) and/or
Clearstream Banking, société anonyme
(“Clearstream, Luxembourg”) each 



 38
 








 


person (other than Euroclear or Clearstream,
Luxembourg) who is for the time being shown in the records of Euroclear or of
Clearstream, Luxembourg as the holder of a particular nominal amount of such
Notes (in which regard any certificate or other document issued by Euroclear or
Clearstream, Luxembourg as to the nominal amount of such Notes standing to the
account of any person shall be conclusive and binding for all purposes save in
the case of manifest error) shall be treated by the Issuer, the Guarantor, the
Agent and any other Paying Agent and the Trustee as the holder of such nominal
amount of such Notes for all purposes other than with respect to the payment of
principal or interest on the Notes, for which purpose the bearer of the
relevant global Note shall be treated by the Issuer, the Guarantor, the Agent
and any other Paying Agent and the Trustee as the holder of such nominal amount
of such Notes in accordance with and subject to the terms of the relevant
global Note and the expressions “Noteholder” and “holder of Notes” and related
expressions shall be construed accordingly. Notes which are represented by a
global Note will be transferable only in accordance with the rules and
procedures for the time being of Euroclear or of Clearstream, Luxembourg, as
the case may be.


References to
Euroclear and/or Clearstream, Luxembourg shall, whenever the context so
permits, be deemed to include a reference to any additional or alternative
clearing system approved by the Issuer, the Agent and the Trustee.


2.                                      Status
of the Notes


The Notes and the
relative Receipts and Coupons are direct, unconditional, unsubordinated and
unsecured obligations of the Issuer and rank pari passu
among themselves and (save for certain debts required to be preferred by law)
equally with all other unsecured obligations (other than subordinated
obligations, if any) of the Issuer, from time to time outstanding.


3.                                      Status
of the Guarantee


The payment of the
principal and interest in respect of the Notes and all other moneys payable by
the Issuer under or pursuant to the Trust Deed has been unconditionally and
irrevocably guaranteed by the Guarantor under the Trust Deed. The obligations
of the Guarantor under the Guarantee are direct, unconditional, unsubordinated
and unsecured obligations of the Guarantor and pari passu
and (save for certain debts required to be preferred by law) equally with all
other unsecured obligations (other than subordinated obligations, if any) of
the Guarantor, from time to time outstanding.


4.                                      Interest


(a)                               Interest
on Fixed Rate Notes


Each Fixed Rate Note bears interest on its outstanding
nominal amount (or, if it is a Partly Paid Note, the amount paid up) from (and
including) the Interest Commencement Date at the rate(s) per annum equal to the
Rate(s) of Interest. Interest will be payable in arrear on the Interest Payment
Date(s) in each year up to and including the Maturity Date.


Except as provided in the applicable Final Terms, the
amount of interest payable on each Interest Payment Date in respect of the
Fixed Interest Period ending on (but excluding) such date will amount to the
Fixed Coupon Amount. Payments of interest on any Interest Payment Date will, if
so specified in the applicable Final Terms, amount to the Broken Amount so
specified.


As used in these Terms and Conditions, “Fixed Interest
Period” means the period from (and including) an Interest Payment Date (or, if
none, the Interest Commencement Date) to (but excluding) the next (or first)
Interest Payment Date.


If interest is required to be calculated for a period
other than a Fixed Interest Period or if no Fixed Coupon Amount is specified in
the applicable Final Terms, such interest shall be calculated by applying the



 39
 








 


Rate of Interest to each Specified Denomination,
multiplying such sum by the applicable Day Count Fraction, and rounding the
resultant figure to the nearest sub-unit of the relevant Specified Currency,
half of any such sub-unit being rounded upwards or otherwise in accordance with
applicable market convention.


“Day Count
Fraction” means, in respect of the calculation of an amount of interest in
accordance with this Condition 4(a):


(i)                                     if
“Actual/Actual (ICMA)” is specified in the applicable Final Terms:


(a)                                  in
the case of Notes where the number of days in the relevant period from (and
including) the most recent Interest Payment Date (or, if none, the Interest
Commencement Date) to (but excluding) the relevant payment date (the “Accrual
Period”) is equal to or shorter than the Determination Period during which the
Accrual Period ends, the number of days in such Accrual Period divided by the
product of (1) the number of days in such Determination Period and (2) the
number of Determination Dates (as specified in the applicable Final Terms) that
would occur in one calendar year; or


(b)                                 in
the case of Notes where the Accrual Period is longer than the Determination
Period during which the Accrual Period ends, the sum of:


(1)                                  the
number of days in such Accrual Period falling in the Determination Period in
which the Accrual Period begins divided by the product of (x) the number of
days in such Determination Period and (y) the number of Determination Dates (as
specified in the applicable Final Terms) that would occur in one calendar year;
and


(2)                                  the
number of days in such Accrual Period falling in the next Determination Period
divided by the product of (x) the number of days in such Determination Period
and (y) the number of Determination Dates that would occur in one calendar
year; and


(ii)                                  if
“30/360” is specified in the applicable Final Terms, the number of days in the
period from and including the most recent Interest Payment Date (or, if none,
the Interest Commencement Date) to but excluding the relevant payment date
(such number of days being calculated on the basis of a year of 360 days with
12 30-day months) divided by 360.


In these Terms and Conditions:


“Determination Period” means the period from (and
including) a Determination Date to (but excluding) the next Determination Date
(including, where either the Interest Commencement Date or the final Interest
Payment Date is not a Determination Date, the period commencing on the first
Determination Date prior to, and ending on the first Determination Date falling
after, such date); and


“sub-unit” means,
with respect to any currency other than euro, the lowest amount of such
currency that is available as legal tender in the country of such currency and,
with respect to euro, means one cent.


(b                                    Interest
on Floating Rate Notes and Index Linked Interest Notes


(i)                                  Interest
Payment Dates



 40
 








 


Each Floating Rate
Note and Index Linked Interest Note bears interest on its outstanding nominal
amount (or, if it is a Partly Paid Note, the amount paid up) from (and
including) the Interest Commencement Date and such interest will be payable in
arrear on either:


(A)                              the
Specified Interest Payment Date(s) (each an “Interest Payment Date”) in each
year specified in the applicable Final Terms; or


(B)                                if
no Specified Interest Payment Date(s) is/are specified in the applicable Final
Terms, each date (each an “Interest Payment Date”) which falls the number of months
or other period specified as the Specified Period in the applicable Final Terms
after the preceding Interest Payment Date or, in the case of the first Interest
Payment Date, after the Interest Commencement Date.


Such interest will be payable in respect of each
Interest Period (which expression shall, in these Terms and Conditions, mean
the period from (and including) an Interest Payment Date (or the Interest
Commencement Date) to (but excluding) the next (or first) Interest Payment
Date).


If a Business Day
Convention is specified in the applicable Final Terms and (x) if there is no
numerically corresponding day in the calendar month in which an Interest
Payment Date should occur or (y) if any Interest Payment Date would otherwise
fall on a day which is not a Business Day, then, if the Business Day Convention
specified is:


(1)                                  in
any case where Specified Periods are specified in accordance with Condition 4(b)(i)(B) above, the Floating Rate Convention, such Interest
Payment Date (i) in the case of (x) above, shall be the last day that is a
Business Day in the relevant month and the provisions of (B) below shall apply mutatis  mutandis or
(ii) in the case of (y) above, shall be postponed to the next day which is a
Business Day unless it would thereby fall into the next calendar month, in
which event (A) such Interest Payment Date shall be brought forward to the
immediately preceding Business Day and (B) each subsequent Interest Payment
Date shall be the last Business Day in the month which falls in the Specified
Period after the preceding applicable Interest Payment Date; or


(2)                                  the
Following Business Day Convention, such Interest Payment Date shall be
postponed to the next day which is a Business Day; or


(3)                                  the
Modified Following Business Day Convention, such Interest Payment Date shall be
postponed to the next day which is a Business Day, unless it would thereby fall
into the next calendar month, in which event such Interest Payment Date shall
be brought forward to the immediately preceding Business Day; or


(4)                                  the
Preceding Business Day Convention, such Interest Payment Date shall be brought
forward to the immediately preceding Business Day.


In these Terms and
Conditions, “Business Day” means a day which is both:


(A)                              a
day on which commercial banks and foreign exchange markets settle payments and
are open for general business (including dealing in foreign exchange and
foreign currency deposits) in London and any Additional Business Centre
specified in the applicable Final Terms; and


(B)                                either
(1) in relation to any sum payable in a Specified Currency other than euro, a
day on which commercial banks and foreign exchange markets settle payments and
are open for



 41
 








 


general business
(including dealing in foreign exchange and foreign currency deposits) in the
principal financial centre of the country of the relevant Specified Currency
(if other than London and any Additional Business Centre and which, if the
Specified Currency is Australian dollars or New Zealand dollars, shall be
Melbourne and Wellington, respectively) or (2) in relation to any sum payable
in euro, a day on which the Trans-European Automated Real-Time Gross Settlement
Express Transfer (TARGET) System (the “TARGET System”) is open.


(ii)                              Rate
of Interest


The Rate of
Interest payable from time to time in respect of Floating Rate Notes and Index
Linked Interest Notes will be determined in the manner specified in the
applicable Final Terms.


(A)                              ISDA
Determination for Floating Rate Notes


Where ISDA
Determination is specified in the applicable Final Terms as the manner in which
the Rate of Interest is to be determined, the Rate of Interest for each
Interest Period will be the relevant ISDA Rate plus or minus (as indicated in
the applicable Final Terms) the Margin (if any). For the purposes of this
sub-paragraph (A), “ISDA Rate” for an Interest Period means a rate equal to the
Floating Rate that would be determined by the Agent under an interest rate swap
transaction if the Agent were acting as Calculation Agent for that swap
transaction under the terms of an agreement incorporating the 2000 ISDA
Definitions, as published by the International Swaps and Derivatives
Association, Inc. and as amended and updated as at the Issue Date of the first
Tranche of the Notes (the “ISDA Definitions”) and under which:


(1)                                  the
Floating Rate Option is as specified in the applicable Final Terms;


(2)                                  the
Designated Maturity is a period specified in the applicable Final Terms; and


(3)                                  the
relevant Reset Date is either (i) if the applicable Floating Rate Option is
based on the London inter-bank offered rate (“LIBOR”) or on the Euro-zone
inter-bank offered rate (“EURIBOR”) the first day of that Interest Period or
(ii) in any other case, as specified in the applicable Final Terms.


For the purposes
of this sub-paragraph (A), “Floating Rate”, “Calculation Agent”, “Floating Rate
Option”, “Designated Maturity” and “Reset Date” have the meanings given to
those terms in the ISDA Definitions.


(B)                                Screen Rate Determination for Floating Rate Notes


Where Screen Rate
Determination is specified in the applicable Final Terms as the manner in which
the Rate of Interest is to be determined, the Rate of Interest for each
Interest Period will, subject as provided below, be either:


(1)                                  the
offered quotation; or


(2)                                  the
arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005
being rounded upwards) of the offered quotations,


(expressed as a percentage rate per annum) for the
Reference Rate which appears or appear, as the case may be, on the Relevant
Screen Page as at 11.00 a.m. (London time, in the case of LIBOR, or Brussels
time, in the case of EURIBOR) on the Interest Determination Date in question
plus or minus (as indicated in the applicable Final Terms) the Margin (if any),
all as determined by the Agent. If five or more of such offered quotations are
available on the Relevant Screen Page, the highest (or, if there 



 42
 








 


is more than one such highest quotation, one only of
such quotations) and the lowest (or, if there is more than one such lowest
quotation, one only of such quotations) shall be disregarded by the Agent for
the purpose of determining the arithmetic mean (rounded as provided above) of
such offered quotations.


The Agency Agreement contains provisions for
determining the Rate of Interest in the event that the Relevant Screen Page is
not available or if, in the case of (1) above, no such quotation appears or, in
the case of (2) above, fewer than three such offered quotations appear, in each
case as at the time specified in the preceding paragraph.


If the Reference
Rate from time to time in respect of Floating Rate Notes is specified in the
applicable Final Terms as being other than LIBOR or EURIBOR, the Rate of
Interest in respect of such Notes will be determined as provided in the
applicable Final Terms.


(iii)                          Minimum
and/or Maximum Rate of Interest


If the applicable Final Terms specifies a Minimum Rate
of Interest for any Interest Period, then, in the event that the Rate of
Interest in respect of such Interest Period determined in accordance with the
provisions of paragraph (ii) above is
less than such Minimum Rate of Interest, the Rate of Interest for such Interest
Period shall be such Minimum Rate of Interest.


If the applicable
Final Terms specifies a Maximum Rate of Interest for any Interest Period, then,
in the event that the Rate of Interest in respect of such Interest Period
determined in accordance with the provisions of paragraph (ii)
above is greater than such Maximum Rate of Interest, the Rate of Interest for
such Interest Period shall be such Maximum Rate of Interest.


(iv)                            Determination
of Rate of Interest and Calculation of Interest Amounts


The Agent, in the case of Floating Rate Notes, and the
Calculation Agent, in the case of Index Linked Interest Notes, will at or as
soon as practicable after each time at which the Rate of Interest is to be
determined, determine the Rate of Interest for the relevant Interest Period. In
the case of Index Linked Interest Notes, the Calculation Agent will notify the
Agent of the Rate of Interest for the relevant Interest Period as soon as
practicable after calculating the same.


The Agent will calculate the amount of interest (the “Interest
Amount”) payable on the Floating Rate Notes or Index Linked Interest Notes in
respect of each Specified Denomination for the relevant Interest Period. Each
Interest Amount shall be calculated by applying the Rate of Interest to each
Specified Denomination, multiplying such sum by the applicable Day Count
Fraction, and rounding the resultant figure to the nearest sub-unit of the
relevant Specified Currency, half of any such sub-unit being rounded upwards or
otherwise in accordance with applicable market convention.


“Day Count
Fraction” means, in respect of the calculation of an amount of interest for any
Interest Period:


(i)                                     if
“Actual/365” or “Actual/Actual (ISDA)” is specified in the applicable Final
Terms, the actual number of days in the Interest Period divided by 365 (or, if
any portion of that Interest Period falls in a leap year, the sum of (A) the
actual number of days in that portion of the Interest Period falling in a leap
year divided by 366 and (B) the actual number of days in that portion of the
Interest Period falling in a non-leap year divided by 365);


(ii)                                  if
“Actual/365 (Fixed)” is specified in the applicable Final Terms, the actual
number of days in the Interest Period divided by 365;



 43
 








 


(iii)                               if “Actual/365
(Sterling)” is specified in the applicable Final Terms, the actual number of
days in the Interest Period divided by 365 or, in the case of an Interest
Payment Date falling in a leap year, 366;


(iv)                              if
“Actual/360” is specified in the applicable Final Terms, the actual number of
days in the Interest Period divided by 360;


(v)                                 if
“30/360”, “360/360” or “Bond Basis” is specified in the applicable Final Terms,
the number of days in the Interest Period divided by 360 (the number of days to
be calculated on the basis of a year of 360 days with 12 30-day months (unless
(a) the last day of the Interest Period is the 31st day of a month but the first day of the
Interest Period is a day other than the 30th or 31st day of a month, in which case the month that
includes that last day shall not be considered to be shortened to a 30-day
month, or (b) the last day of the Interest Period is the last day of the month
of February, in which case the month of February shall not be considered to be
lengthened to a 30-day month)); and


(vi)                              if
“30E/360” or “Eurobond Basis” is specified in the applicable Final Terms, the
number of days in the Interest Period divided by 360 (the number of days to be
calculated on the basis of a year of 360 days with 12 30-day months, without
regard to the date of the first day or last day of the Interest Period unless,
in the case of the final Interest Period, the Maturity Date is the last day of
the month of February, in which case the month of February shall not be
considered to be lengthened to a 30-day month).


(v)                                Notification
of Rate of Interest and Interest Amounts


The Agent will
cause the Rate of Interest and each Interest Amount for each Interest Period
and the relevant Interest Payment Date to be notified to the Issuer, the
Trustee and any stock exchange on which the relevant Floating Rate Notes or
Index Linked Interest Notes are for the time being listed and notice thereof to
be published in accordance with Condition 13 as soon as possible after their
determination but in no event later than the fourth London Business Day
thereafter. Each Interest Amount and Interest Payment Date so notified may
subsequently be amended (or appropriate alternative arrangements made by way of
adjustment) without prior notice in the event of an extension or shortening of
the Interest Period. Any such amendment will be promptly notified to each stock
exchange on which the relevant Floating Rate Notes or Index Linked Interest
Notes are for the time being listed and to the Noteholders in accordance with
Condition 13. For the purposes of this paragraph, the expression “London
Business Day” means a day (other than a Saturday or a Sunday) on which
commercial banks and foreign exchange markets are open for general business in
London.


(vi)                            Determination
or calculation by Trustee


If for any reason at any relevant time the Agent or,
as the case may be, the Calculation Agent defaults in its obligation to
determine the Rate of Interest or the Agent defaults in its obligation to
calculate any Interest Amount in accordance with sub-paragraph (ii)(A) or (B) above or as otherwise specified in the
applicable Final Terms, as the case may be, and, in each case, in accordance
with sub-paragraph (iv) above, the
Trustee shall determine the Rate of Interest at such rate as, in its absolute
discretion (having such regard as it shall think fit to the foregoing
provisions of this Condition, but subject always to any minimum or maximum Rate
of Interest specified in the applicable Final Terms), it shall deem fair and
reasonable in all the circumstances or, as the case may be, the Trustee shall
calculate the Interest Amount(s) in such manner as it shall deem fair and
reasonable in all the circumstances and each such determination or calculation
shall be deemed to have been made by the Agent or the Calculation Agent, as
applicable.



 44
 








 


(vii)                        Certificates
to be final


All certificates,
communications, opinions, determinations, calculations, quotations and
decisions given, expressed, made or obtained for the purposes of the provisions
of this Condition 4(b), whether by
the Agent or, if applicable, the Calculation Agent or the Trustee, shall (in
the absence of wilful default, bad faith or manifest error) be binding on the
Issuer, the Guarantor, the Agent, the Calculation Agent (if applicable), the
other Paying Agents, the Trustee and all Noteholders, Receiptholders and
Couponholders and (in the absence as aforesaid) no liability to the Issuer, the
Guarantor, the Noteholders, the Receiptholders or the Couponholders shall
attach to the Agent or (if applicable) the Calculation Agent or the Trustee in
connection with the exercise or non-exercise by it of its powers, duties and
discretions pursuant to such provisions.


(c)                                Dual
Currency Notes


In the case of
Dual Currency Notes, if the rate or amount of interest falls to be determined
by reference to an exchange rate, the rate or amount of interest payable shall
be determined in the manner specified in the applicable Final Terms.


(d)                               Partly
Paid Notes


In the case of
Partly Paid Notes (other than Partly Paid Notes which are Zero Coupon Notes),
interest will accrue as aforesaid on the paid-up nominal amount of such Notes
and otherwise as specified in the applicable Final Terms.


(e)                                Accrual
of Interest


Each Note (or in
the case of the redemption of part only of a Note, that part only of such Note)
will cease to bear interest (if any) from the date for its redemption unless,
upon due presentation thereof, payment of principal is improperly withheld or refused.
In such event, interest will continue to accrue as provided in the Trust Deed.


5.                                      Payments


(a)                               Method
of Payment


Subject as
provided below:


(i)                                     payments
in a Specified Currency other than euro or U.S. dollars will be made by
transfer to an account in the relevant Specified Currency (which, in the case
of a payment in Japanese Yen to a non-resident of Japan, shall be a
non-resident account) maintained by the payee with, or by a cheque in such
Specified Currency drawn on, a bank in the principal financial centre of the
country of such Specified Currency (which, if the Specified Currency is
Australian dollars or New Zealand dollars, shall be Melbourne and Wellington,
respectively);


(ii)                                  payments
in euro will be made by credit or transfer to a euro account (or any other
account to which euro may be credited or transferred) specified by the payee
or, at the option of the payee, by a euro cheque; and


(iii)                               payments in U.S. dollars
will be made by transfer to a U.S. dollar account maintained by the payee with
a bank outside the United States (which expression, as used in this Condition
5, means the United States of America, including the States and the District of
Columbia, its territories, its possessions and other areas subject to its
jurisdiction), or by cheque drawn on a United States bank.


In no event will payment be made by a cheque mailed to
an address in the United States or by transfer to an account maintained by the
payee with a bank located in the United States. Payments will be subject in



 45














 


all cases to any fiscal or other laws and regulations
applicable thereto in the place of payment, but without prejudice to the
provisions of Condition 7. References to “Specified Currency” will include any
successor currency under applicable law.


(b)       Presentation
of definitive Notes, Receipts and Coupons


Payments
of principal in respect of definitive Notes will (subject as provided below) be
made in the manner provided in paragraph (a) above only against surrender (or,
in the case of part payment of any sum due, endorsement) of definitive Notes,
and payments of interest in respect of definitive Notes will (subject as
provided below) be made as aforesaid only against presentation and surrender
(or, in the case of part payment of any sum due, endorsement) of Coupons, in
each case at the specified office of any Paying Agent outside the United States
(which expression, as used herein, means the United States of America
(including the States and the District of Columbia, its territories, its
possessions and other areas subject to its jurisdiction)).


Payments
of instalments of principal (if any) in respect of definitive Notes, other than
the final instalment, will (subject as provided below) be made in the manner
provided in paragraph (a) above
against presentation and surrender (or, in the case of part payment of any sum
due, endorsement) of the relevant Receipt. Payment of the final instalment will
be made in the manner provided in paragraph (a)
above only against presentation and surrender (or in the case of part payment
of any sum due, endorsement) of the relevant Note. Each Receipt must be
presented for payment of the relevant instalment together with the definitive
Note to which it appertains. Receipts presented without the definitive Note to
which they appertain do not constitute valid obligations of the Issuer. Upon
the date on which any definitive Note becomes due and repayable, unmatured
Receipts (if any) relating thereto (whether or not attached) shall become void
and no payment shall be made in respect thereof.


Fixed
Rate Notes in definitive form (other than Dual Currency Notes or Index Linked
Notes) should be presented for payment together with all unmatured Coupons
appertaining thereto (which expression shall for this purpose include Coupons
falling to be issued on exchange of matured Talons), failing which the amount
of any missing unmatured Coupon (or, in the case of payment not being made in
full, the same proportion of the amount of such missing unmatured Coupon as the
sum so paid bears to the sum due) will be deducted from the sum due for
payment. Each amount of principal so deducted will be paid in the manner
mentioned above against surrender of the relative missing Coupon at any time
before the expiry of 10 years after the Relevant Date (as defined in Condition
7) in respect of such principal (whether or not such Coupon would otherwise
have become void under Condition 8) or, if later, five years from the date on
which such Coupon would otherwise have become due, but in no event thereafter.
Notwithstanding the provisions of this paragraph, if any such Fixed Rate Notes
in definitive form should be issued on terms such that, on the presentation for
payment of any such Note without any unmatured Coupons attached thereto or
surrendered therewith, the amount required by this paragraph to be deducted
would be greater than the Early Redemption Amount otherwise due for payment,
then, upon the due date for redemption of any such Note, such unmatured Coupons
(whether or not attached) shall become void (and no payment shall be made in
respect thereof) as shall be required so that, upon application of the
provisions of this paragraph in respect of such Coupons as have not so become
void, the amount required by this paragraph to be deducted would not be greater
than the Early Redemption Amount otherwise due for payment. Where the
application of the foregoing sentence requires some but not all of the
unmatured Coupons relating to a Note to become void, the relevant Paying Agent
shall determine which unmatured Coupons are to become void, and shall select
for such purpose Coupons maturing on later dates in preference to Coupons
maturing on earlier dates.


Upon
any Fixed Rate Note in definitive form becoming due and repayable prior to its
Maturity Date, all unmatured Talons (if any) appertaining thereto will become
void and no further Coupons will be issued in respect thereof.


Upon
the date on which any Floating Rate Note, Dual Currency Note or Index Linked
Note in definitive form becomes due and repayable, unmatured Coupons and Talons
(if any) relating thereto



 46
 






 



(whether or not attached)
shall become void and no payment or, as the case may be, exchange for further
Coupons shall be made in respect thereof.


If
the due date for redemption of any definitive Note is not an Interest Payment
Date, interest (if any) accrued in respect of such Note from (and including)
the preceding Interest Payment Date or, as the case may be, the Interest
Commencement Date shall be payable only against surrender of the relevant
definitive Note.


Payments
of principal and interest (if any) in respect of Notes represented by any
global Note will (subject as provided below) be made in the manner specified
above in relation to definitive Notes and otherwise in the manner specified in
the relevant global Note against presentation or surrender, as the case may be,
of such global Note at the specified office of any Paying Agent outside the
United States. A record of each payment made against presentation or surrender
of such global Note, distinguishing between any payment of principal and any
payment of interest, will be made on such global Note by such Paying Agent and
such record shall be prima facie
evidence that the payment in question has been made.


The
holder of a global Note shall be the only person entitled to receive payments
in respect of Notes represented by such global Note and the Issuer or, as the
case may be, the Guarantor will be discharged by payment to, or to the order
of, the holder of such global Note in respect of each amount so paid. Each of the
persons shown in the records of Euroclear or Clearstream, Luxembourg as the
beneficial holder of a particular nominal amount of Notes represented by such
global Note must look solely to Euroclear or Clearstream, Luxembourg, as the
case may be, for his share of each payment so made by the Issuer or, as the
case may be, the Guarantor to, or to the order of, the holder of such global
Note.


Notwithstanding
the foregoing, if any amount of principal and/or interest in respect of this
Note is payable in U.S. dollars, such U.S. dollar payments of principal and/or
interest in respect of this Note will be made at the specified office of a
Paying Agent in the United States if:




	
  (i)

  	
  the Issuer has appointed Paying Agents with
  specified offices outside the United States with the reasonable expectation
  that such Paying Agents would be able to make payment in U.S. dollars at such
  specified offices outside the United States of the full amount of principal
  and interest on the Notes in the manner provided above when due;

  
	
   

  	
   

  
	
  (ii)

  	
  payment of the full amount of such principal and
  interest at all such specified offices outside the United States is illegal
  or effectively precluded by exchange controls or other similar restrictions
  on the full payment or receipt of principal and interest in U.S. dollars; and

  
	
   

  	
   

  
	
  (iii)

  	
  such payment is then permitted under United States
  law without involving, in the opinion of the Issuer and the Guarantor,
  adverse tax consequences to the Issuer or the Guarantor.

  






(c)       Payment Day


If
the date for payment of any amount in respect of any Note, Receipt or Coupon is
not a Payment Day, the holder thereof shall not be entitled to payment until
the next following Payment Day in the relevant place and shall not be entitled
to further interest or other payment in respect of such delay. For these
purposes, “Payment Day” means any day which is:


	
  (i)

  	
  a day on which commercial banks and foreign exchange
  markets settle payments and are open for general business (including dealing
  in foreign exchange and foreign currency deposits) in:

  
	
   

  	
   

  
	
   

  	
  (A)

  	
  the relevant place of presentation;

  



 



 47
 






 



 


	
  

  	
  (B)

  	
  London; and

  
	
   

  	
   

  	
   

  
	
   

  	
  (C)

  	
  any Additional Financial Centre specified in the
  applicable Final Terms; and

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
  either (1) in relation to any sum payable in a
  Specified Currency other than euro, a day on which commercial banks and
  foreign exchange markets settle payments and are open for general business
  (including dealing in foreign exchange and foreign currency deposits) in the
  principal financial centre of the country of the relevant Specified Currency
  (if other than the place of presentation, London and any Additional Financial
  Centre and which, if the Specified Currency is Australian dollars or New
  Zealand dollars, shall be Melbourne and Wellington, respectively or (2) in
  relation to any sum payable in euro, a day on which the TARGET System is
  open.

  



(d)       Interpretation of Principal and Interest


Any
reference in these Terms and Conditions to principal in respect of the Notes
shall be deemed to include, as applicable:


	
  (i)

  	
  any additional amounts which may be payable with
  respect to principal under Condition 7;

  
	
   

  	
   

  
	
  (ii)

  	
  the Final Redemption Amount of the Notes;

  
	
   

  	
   

  
	
  (iii)

  	
  the Early Redemption Amount of the Notes;

  
	
   

  	
   

  
	
  (iv)

  	
  the Optional Redemption Amount(s) (if any) of the
  Notes;

  
	
   

  	
   

  
	
  (v)

  	
  in relation to Notes redeemable in instalments, the
  Instalment Amounts;

  
	
   

  	
   

  
	
  (vi)

  	
  in relation to Zero Coupon Notes, the Amortised Face
  Amount (as defined in Condition 6(e)); and

  
	
   

  	
   

  
	
  (vii)

  	
  any premium and any other amounts (other than
  interest) which may be payable by the Issuer under or in respect of the
  Notes.

  



Any
reference in these Terms and Conditions to interest in respect of the Notes
shall be deemed to include, as applicable, any additional amounts (other than
interest) which may be payable with respect to interest under Condition 7.


6.         Redemption
and Purchase


(a)       At
Maturity


Unless
previously redeemed or purchased and cancelled as specified below, each Note
will be redeemed by the Issuer at its Final Redemption Amount specified in, or
determined in the manner specified in, the applicable Final Terms in the
relevant Specified Currency on the Maturity Date.


(b)       Redemption
for Tax Reasons


The
Notes may be redeemed at the option of the Issuer in whole, but not in part, at
any time (if this Note is neither a Floating Rate Note nor an Index Linked
Interest Note) or on any Interest Payment Date (if this Note is either a
Floating Rate Note or an Index Linked Interest Note), on giving not less than
30 nor



 48
 






 



more than 60 days’ notice to
the Agent and, in accordance with Condition 13, the Noteholders (which notice
shall be irrevocable), if:


	
  (i)

  	
  on the occasion of the next payment due under the
  Notes, the Issuer has or will become obliged to pay additional amounts as
  provided or referred to in Condition 7 or the Guarantor would be unable for
  reasons outside its control to procure payment by the Issuer and in making
  payment itself would be required to pay such additional amounts in each case
  as a result of any change in, or amendment to, the laws or regulations of the
  United States of America 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 Issue Date of the first Tranche
  of the Notes; and

  
	
   

  	
   

  
	
  (ii)

  	
  such obligation cannot be avoided by the Issuer or,
  as the case may be, the Guarantor taking reasonable measures available to it,

  



provided that no such notice
of redemption shall be given earlier than 90 days prior to the earliest date on
which the Issuer or, as the case may be, the Guarantor would be obliged to pay
such additional amounts were a payment in respect of the Notes then due.


Prior
to the publication of any notice of redemption pursuant to this Condition, the
Issuer shall deliver to the Agent a certificate signed by two Directors of the
Issuer or, as the case may be, two Directors of the Guarantor stating that the
Issuer is entitled to effect such redemption and setting forth a statement of
facts showing that the conditions precedent to the right of the Issuer so to
redeem have occurred, and an opinion of independent legal advisers of
recognised standing to the effect that the Issuer or, as the case may be, the
Guarantor has or will become obliged to pay such additional amounts as a result
of such change or amendment.


In
addition if the Issuer or, if applicable, the Guarantor determines, based upon
a written opinion of independent United States legal counsel, that any payment
made outside the United States by the Issuer, the Guarantor or any Paying Agent
of principal or interest due in respect of any Note, Receipt or Coupon would,
under any laws or regulations of the United States of America having current or
scheduled future effect, be subject to any certification, identification or
other information reporting requirement of any kind, the effect of which is the
disclosure to the Issuer, the Guarantor, any Paying Agent or any governmental
authority of the nationality, residence or identity (as distinguished from, for
example, status as a United States Alien (as defined in Condition 7)) of a
beneficial owner of such Note, Receipt or Coupon who is a United States Alien
the Issuer, at its option, will either (x) redeem the Notes, in whole but not
in part, or (y) if and so long as the conditions of Condition 7 are satisfied,
pay the additional amounts specified in Condition 7.


The
right of the Issuer to exercise such option will not apply where the
requirement otherwise giving rise to such option (1) would not be applicable to
a payment made by the Issuer, the Guarantor or any Paying Agent (i) directly to
the beneficial owner or (ii) to a custodian, nominee or other agent of the
beneficial owner, (2) can be satisfied by such custodian, nominee or other
agent certifying that such beneficial owner is a United States Alien, provided
that in each case referred to in sub-paragraphs (1)(ii) and (2) payment by such
custodian, nominee or agent of such beneficial owner is not otherwise subject
to any such requirement (other than a requirement which is imposed on a
custodian, nominee or other agent described in (4) of this sentence) or (3)
would not be applicable to payment made by at least one other Paying Agent or
(4) is applicable to a payment to a custodian, nominee or other agent of the beneficial
owner who is a United States person, a controlled foreign corporation for
United States tax purposes, a foreign person 50 per cent. or more of whose
gross income for the 3-year period ending with the close of its taxable year
preceding the year of payment is effectively connected with a United States
trade or business, or is otherwise related to the United States.



 49
 






 



Such
determination and election will be made as soon as practicable, and the Issuer
will promptly publish notice thereof (the “Determination Notice”) stating the
effective date of such certification, identification or other information or
reporting requirement, whether the Notes shall be redeemed or that the
additional amounts specified in Condition 7 should be paid and (if applicable)
the last date by which the redemption of the Notes must take place.


If
an election has been made that the Notes shall be redeemed, such redemption
will take place on such date (being an Interest Payment Date if this Note is
either a Floating Rate Note or an Index Linked Interest Note), not later than
one year after the publication of the Determination Notice, as the Issuer
elects by notice to the Noteholders in accordance with Condition 13 at least 60
days before the date fixed for redemption.


Notwithstanding
the foregoing, the Notes will not be so redeemed if the Issuer subsequently
determines, based on an opinion of independent United States legal counsel, no
less than 30 days prior to the redemption date, that subsequent payments would
not be subject to any such requirement, in which case the Issuer will promptly
publish notice of such determination and any earlier redemption notice will be
revoked and of no further effect.


Notes
redeemed pursuant to this Condition 6(b) will be
redeemed at their Early Redemption Amount referred to in paragraph (e) below together (if appropriate) with interest accrued to
(but excluding) the date of redemption.


(c)       Redemption
at the Option of the Issuer (Issuer Call)


If
Issuer Call is specified in the applicable Final Terms, the Issuer shall,
having given:


	
  (i)

  	
  not less than 30 nor more than 60 days’ notice to
  the Noteholders in accordance with Condition 13; and

  
	
   

  	
   

  
	
  (ii)

  	
  not less than 30 days before the giving of the
  notice referred to in (i), notice to the Agent;

  



(which notices shall be
irrevocable), redeem all or some only of the Notes then outstanding on any
Optional Redemption Date and at the Optional Redemption Amount(s) specified in,
or determined in the manner specified in, the applicable Final Terms together,
if appropriate, with interest accrued to (but excluding) the relevant Optional
Redemption Date. Any such partial redemption must be of a nominal amount not
less than the Minimum Redemption Amount or not more than the Maximum Redemption
Amount. In the case of a partial redemption of Notes, the Notes to be redeemed
(“Redeemed Notes”) will be selected individually by lot, in the case of
Redeemed Notes represented by definitive Notes, and in accordance with the
rules of Euroclear and/or Clearstream, Luxembourg (to be reflected in the
records of Euroclear or Clearstream, Luxembourg as either a pool factor or a
reduction in nominal amount, at their discretion), in the case of Redeemed
Notes represented by a global Note, not more than 60 days prior to the date
fixed for redemption (such date of selection being hereinafter called the “Selection
Date”). In the case of Redeemed Notes represented by definitive Notes, a list
of the serial numbers of such Redeemed Notes will be published in accordance
with Condition 13 not less than 30 days prior to the date fixed for redemption.


The
aggregate nominal amount of Redeemed Notes represented by definitive Notes
shall bear the same proportion to the aggregate nominal amount of all Redeemed
Notes as the aggregate nominal amount of definitive Notes outstanding bears to
the aggregate nominal amount of the Notes outstanding, in each case on the
Selection Date, provided that such first mentioned nominal amount shall, if
necessary, be rounded downwards to the nearest integral multiple of the
Specified Denomination, and the aggregate nominal amount of Redeemed Notes
represented by a global Note shall be equal to the balance of the Redeemed
Notes. No exchange of the relevant global Note will be permitted during the
period from and including the Selection Date to and including the date fixed
for redemption pursuant to this paragraph (c) and notice
to that effect shall be given by the Issuer to the Noteholders in accordance
with Condition 13 at least 5 days prior to the Selection Date.



 50
 






 



(d)       Redemption at the Option of the
Noteholders (Investor Put)


If
Investor Put is specified in the applicable Final Terms, upon the holder of any
Note giving to the Issuer in accordance with Condition 13 not less than 30 nor
more than 60 days’ notice (which shall be irrevocable) the Issuer will, upon
the expiry of such notice, redeem, subject to, and in accordance with, the
terms specified in the applicable Final Terms, such Note on the Optional
Redemption Date and at the Optional Redemption Amount together, if appropriate,
with interest accrued to (but excluding) the Optional Redemption Date.


If
this Note is in definitive form, to exercise the right to require redemption of
this Note the holder of this Note must deliver such Note at the specified
office of any Paying Agent at any time during normal business hours of such
Paying Agent falling within the notice period, accompanied by a duly completed
and signed notice of exercise in the form (for the time being current) obtainable
from any specified office of any Paying Agent (a “Put Notice”) and in which the
holder must specify a bank account (or, if payment is by cheque, an address) to
which payment is to be made under this Condition.


(e)       Early
Redemption Amounts


For
the purpose of paragraph (b) above and
Condition 9, the Notes will be redeemed at the Early Redemption Amount
calculated as follows:


	
  (i)

  	
  in the case of Notes with a Final Redemption Amount
  equal to the Issue Price, at the Final Redemption Amount thereof;

  
	
   

  	
   

  
	
  (ii)

  	
  in the case of Notes (other than Zero Coupon Notes
  but including Instalment Notes and Partly Paid Notes) with a Final Redemption
  Amount which is or may be less or greater than the Issue Price or which is
  payable in a Specified Currency other than that in which the Notes are
  denominated, at the amount specified in, or determined in the manner
  specified in, the applicable Final Terms or, if no such amount or manner is
  so specified in the Final Terms, at their nominal amount; or

  
	
   

  	
   

  
	
  (iii)

  	
  in the case of Zero Coupon Notes, at an amount (the
  “Amortised Face Amount”) calculated in accordance with the following formula:

  
	
   

  	
   

  
	
   

  	
  Early Redemption Amount = RP 6 (1 + AY)y

  
	
   

  	
   

  
	
   

  	
  Where:

  
	
   

  	
   

  
	
   

  	
  “RP” means the Reference Price;

  
	
   

  	
   

  
	
   

  	
  “AY” means the Accrual Yield expressed as a decimal;
  and

  
	
   

  	
   

  
	
   

  	
  “y” is a fraction the numerator of which is equal to
  the number of days (calculated on the basis of a 360-day year consisting of
  12 months of 30 days each) from (and including) the Issue Date of the first
  Tranche of the Notes of such Series to (but excluding) the date fixed for
  redemption of such Notes or (as the case may be) the date upon which such
  Notes become due and repayable, and the denominator of which is 360,

  



or on such other calculation
basis as may be specified in the applicable Final Terms.



 51
 






 



(f)        Instalments


Instalment
Notes will be redeemed in the Instalment Amounts and on the Instalment Dates.
In the case of early redemption, the Early Redemption Amount will be determined
pursuant to paragraph (e) above.


(g)       Partly
Paid Notes


Partly
Paid Notes will be redeemed, whether at maturity, early redemption or
otherwise, in accordance with the provisions of this Condition and the
applicable Final Terms.


(h)       Purchases


The
Issuer, the Guarantor or any of the other Subsidiaries (as defined in the Trust
Deed) of the Issuer may at any time purchase Notes (provided that, in the case
of definitive Notes, all unmatured Receipts, Coupons and Talons appertaining
thereto are purchased therewith) at any price in the open market or otherwise.
Such Notes may be held, reissued, resold or, at the option of the Issuer or the
Guarantor, surrendered to any Paying Agent for cancellation.


(i)        Cancellation


All
Notes which are redeemed will forthwith be cancelled (together with all
unmatured Receipts and Coupons attached thereto or surrendered therewith at the
time of redemption). All Notes so cancelled and the Notes purchased and
cancelled pursuant to paragraph (h) above
(together with all unmatured Receipts and Coupons cancelled therewith) shall be
forwarded to the Agent and cannot be reissued or resold.


(j)        Late
payment on Zero Coupon Notes


If
the amount payable in respect of any Zero Coupon Note upon redemption of such
Zero Coupon Note pursuant to paragraph (a), (b), (c) or (d) above or upon its becoming due and repayable as provided
in Condition 9 is improperly withheld or refused, the amount due and repayable
in respect of such Zero Coupon Note shall be the amount calculated as provided
in paragraph (e)(iii)
above as though the references therein to the date fixed for the redemption or
the date upon which such Zero Coupon Note becomes due and payable were replaced
by references to the date which is the earlier of:


	
  (i)

  	
  the date on which all amounts due in respect of such
  Zero Coupon Note have been paid; and

  
	
   

  	
   

  
	
  (ii)

  	
  five days after the date on which the full amount of
  the moneys payable has been received by the Agent or the Trustee and notice
  to that effect has been given to the Noteholders in accordance with Condition
  13.

  



7.         Taxation


Subject
to certain exceptions and limitations set forth below, all payments of
principal and interest in respect of the Notes, Receipts and Coupons by the
Issuer or the Guarantor will be made without withholding or deduction for or on
account of any present or future taxes or duties of whatever nature imposed or
levied by or on behalf of the United States of America or any political
subdivision or any authority thereof or therein having power to tax unless such
withholding or deduction is required by law. In such event, the Issuer or, as
the case may be, the Guarantor will pay such additional amounts as shall be
necessary in order that the net amounts received by the holders of the Notes, Receipts
or Coupons after such withholding or deduction shall equal the respective
amounts of principal and interest which would otherwise have been receivable in
respect of the Notes, Receipts or Coupons, as the case may be, in the absence
of such withholding or deduction; except that no such additional amounts shall
be payable with respect to any Note, Receipt or Coupon as a result of
withholding or deduction on account of any one or more of the following:



 52
 






 



 


	
  (i)

  	
  any tax, assessment or other governmental charge
  that is imposed or withheld solely by reason of the holder of a Note, Receipt
  or Coupon (a “Holder”), or a fiduciary, settler, beneficiary, member or
  shareholder of such holder being considered as:

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  being or having been present or engaged in a trade
  or business in the United States or having had a permanent establishment in
  the United States of America;

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  having a current or former relationship with the
  United States of America, including a relationship as a citizen or resident
  thereof;

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  being or having been a foreign or domestic personal
  holding company, a passive foreign investment company or a controlled foreign
  corporation with respect to the United States of America or a corporation
  that has accumulated earnings to avoid United States federal income tax;

  
	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  being or having been a “10-per cent. shareholder” of
  all classes of stock of the Issuer or, as the case may be, the Guarantor as
  defined in section 871(h)(3) of the United States Internal Revenue Code of
  1986, as amended (the “Code”) or any successor provision; or

  
	
   

  	
   

  	
   

  
	
   

  	
  (e)

  	
  being a bank receiving payments on an extension of
  credit made pursuant to a loan agreement entered into the ordinary course of
  its trade or business;

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
  any Holder that is not the sole beneficial owner of
  a Note, Receipt or Coupon or that is a fiduciary or partnership, but only to
  the extent that a beneficiary or settler with respect to the fiduciary, a
  beneficial owner or a member of the partnership would not have been entitled
  to the payment of an additional amount had such beneficiary, settler,
  beneficial owner or member received directly its beneficial or distributive
  share of the payment;

  
	
   

  	
   

  
	
  (iii)

  	
  any tax, assessment or other governmental charge
  that is imposed or withheld solely by reason of a failure of the Holder or
  any other person to comply with certification, identification or information
  reporting requirements concerning the nationality, residence, identity or
  connection with the United States of America of the Holder or beneficial
  owner of such Note, Receipt or Coupon, if compliance is required by statute,
  by regulation or the United States Treasury Department or by an applicable
  income tax treaty to which the United States of America is a party as a
  precondition to exemption from such tax, assessment or other governmental
  charge;

  
	
   

  	
   

  
	
  (iv)

  	
  any tax, assessment or other governmental charge
  that is imposed other than by withholding from a Note, Receipt or Coupon;

  
	
   

  	
   

  
	
  (v)

  	
  any tax, assessment or other governmental charge
  that would not have been so imposed but for the presentation or surrender by
  the Holder for payment on a date more than 30 days after the Relevant Date
  except to the extent that the Holder would have been entitled to an additional
  amount on presenting the same for payment on such thirtieth day;

  
	
   

  	
   

  
	
  (vi)

  	
  any estate, inheritance, gift, sales, excise,
  transfer, wealth or personal property tax or similar tax assessment or other
  governmental charge;

  
	
   

  	
   

  
	
  (vii)

  	
  any tax, assessment or other governmental charge
  required to be withheld by any

  



 



 53
 






 



 


	
  

  	
  paying agent from any payment of principal of or
  interest on any Note, Receipt or Coupon if such payment can be made without
  such withholding by any other paying agent;

  
	
   

  	
   

  
	
  (viii)

  	
  any tax, duty, assessment or other governmental
  charge required to be made pursuant to European Council Directive 2003/48/EC
  or any law implementing or complying with, or introduced in order to conform
  to, such Directive; or

  
	
   

  	
   

  
	
  (ix)

  	
  in the case of any combination of items (i), (ii),
  (iii), (iv), (v), (vi), (vii) and (viii).

  



As
used herein, “United States Alien” means any corporation, partnership,
individual or fiduciary that is, for United States Federal income tax purposes,
a foreign corporation, a non-resident alien individual, a non-resident
fiduciary of a foreign estate or trust, or a foreign partnership one or more of
the members of which is, for United States Federal income tax purposes, a
foreign corporation, a non-resident alien individual or a non-resident
fiduciary of a foreign estate or trust.


Notwithstanding
the above, if and so long as a certification, identification or other
information reporting requirement referred to in the third paragraph of Condition
6(b) would be fully satisfied by payment
of a backup withholding tax or similar charge, the Issuer may elect, by so
stating in the Determination Notice, to have the following provisions of this
Condition 7 apply in lieu of the provisions of the third paragraph of Condition
6(b).


In
such event, the Issuer, failing which, if applicable, the Guarantor, will pay
as additional amounts such amounts as may be necessary so that every net
payment made following the effective date of such requirements outside the United
States of America by it, the Guarantor (if applicable) or any of the Paying
Agents of principal or interest due in respect of any Note, Receipt or Coupon
of which the beneficial owner is a United States Alien (but without any
requirement that the nationality, residence or identity of such beneficial
owner be disclosed to the Issuer, any Paying Agent or any governmental
authority), after withholding or deduction for or on account of such backup
withholding tax or similar charge (other than a backup withholding tax or
similar charge which (1) is the result of a certification, identification or
other information reporting requirement which would not be applicable in the
circumstances described in the fourth paragraph of Condition 6(b) or (2) is imposed as a result of any of the circumstances
described in paragraph (i) or (v) above or any combination thereof), will not
be less than the amount provided for in such Note, Receipt or Coupon to be then
due and payable.


If
the Issuer or, if applicable, the Guarantor elects to pay such additional
amounts and so long as they are obligated to pay the same, the Issuer
nonetheless may subsequently redeem the Notes in accordance with Condition 6(b).


As
used in these Terms and Conditions, the “Relevant Date” means the date on which
a payment in respect of a Note, Receipt or Coupon first becomes due, except
that, if the full amount of the moneys payable has not been duly received by
the Agent or the Trustee on or prior to such due date, it means the date on
which, the full amount of such moneys having been so received, notice to that
effect is duly given to the Noteholders in accordance with Condition 13.


8.         Prescription


The
Notes, Receipts and Coupons will become void unless presented for payment
within a period of 10 years (in the case of principal) and five years (in the
case of interest) after the Relevant Date (as defined in Condition 7) therefor.


There
shall not be included in any Coupon sheet issued on exchange of a Talon any
Coupon the claim for payment in respect of which would be void pursuant to this
Condition or Condition 5(b) or any Talon
which would be void pursuant to Condition 5(b).



 54
 






 



9.             Events
of Default


	
  (A)

  	
  If any one or more of the following events (each an
  “Event of Default”) shall occur and is continuing, the Trustee at its
  discretion may, and if so requested in writing by the holders of at least one
  quarter in nominal amount of the Notes then outstanding or if so directed by
  an Extraordinary Resolution (as defined in the Trust Deed) of the Noteholders
  shall (subject to being indemnified and/or secured to its satisfaction), give
  notice to the Issuer that the Notes are, and they shall thereupon immediately
  become, due and repayable at their Early Redemption Amount, together with accrued
  interest as provided in the Trust Deed:

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  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 30 days in the case of interest; or

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  if the Issuer or the Guarantor fails to perform or
  observe any of its other obligations under these Terms and Conditions or the
  Trust Deed and (except in any case where, in the opinion of the Trustee, the
  failure is incapable of remedy when no such continuation or notice as is
  hereinafter mentioned will be required) the failure continues for the period
  of 60 days next following the service by the Trustee on the Issuer or the
  Guarantor (as the case may be) of notice requiring the same to be remedied;
  or

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  if any Indebtedness for Borrowed Money of the Issuer
  or the Guarantor becomes due and repayable prematurely by reason of an event
  of default (however described) or the Issuer or the Guarantor fails to make
  any payment in respect of any Indebtedness for Borrowed Money on the due date
  for payment or any security given by the Issuer or the Guarantor for any
  Indebtedness for Borrowed Money becomes enforceable or if default is made by
  the Issuer or the Guarantor in making any payment due under any guarantee
  and/or indemnity given by it in relation to any Indebtedness for Borrowed
  Money of any other person provided that no such event shall constitute an
  Event of Default unless the relative Indebtedness for Borrowed Money either
  alone or when aggregated with other Indebtedness for Borrowed Money relative
  to all (if any) other such events which shall have occurred shall amount to
  at least U.S.$100,000,000 (or its equivalent in any other currency); or

  
	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  the entry of a decree or order for relief in respect
  of the Issuer or the Guarantor by a court having jurisdiction in the premises
  in an involuntary case under the Federal bankruptcy laws of the United States
  of America, as now or hereafter constituted, or any other Federal or State
  bankruptcy, insolvency or other similar law, or appointing a receiver,
  liquidator, assignee, custodian, trustee, sequestrator (or other similar
  official) of the Issuer or the Guarantor or of any substantial part of its
  property, or ordering the winding up or liquidation of its affairs, and the
  continuance of any such decree or order unstayed and in effect for a period
  of 90 consecutive days; or

  
	
   

  	
   

  	
   

  
	
   

  	
  (e)

  	
  the commencement by the Issuer or the Guarantor of a
  voluntary case under the Federal bankruptcy laws of the United States of
  America, as now or hereafter constituted, or any other applicable Federal or
  State bankruptcy, insolvency or other similar law, or the consent by it to
  the entry of an order for relief in an involuntary case under any such law or
  to the appointment of a receiver, liquidator, assignee, custodian, trustee,
  sequestrator (or other similar official) of the Issuer or the Guarantor or of
  any substantial part of its property, or the making by it of an assignment
  for the benefit of creditors, or the admission by it in writing of its
  inability to pay its debts generally as they become due, or the taking of any
  corporate action in furtherance of any of the foregoing.

  



 



 55














 


 


	
  (B)

  	
  (1)

  	
  The Trustee may at any time, at its discretion and
  without notice, take such proceedings against the Issuer and/or the Guarantor
  as it may think fit to enforce the provisions of the Trust Deed, the Notes,
  the Receipts and the Coupons, but it shall not be bound to take any such
  proceedings or any other action in relation to the Trust Deed, the Notes, the
  Receipts or the Coupons unless (a) it shall have been so directed by an
  Extraordinary Resolution of the Noteholders or so requested in writing by the
  holders of at least one-quarter in nominal amount of the Notes then
  outstanding, and (b) it shall have been indemnified and/or secured to its
  satisfaction;

  
	
   

  	
   

  	
   

  
	
   

  	
  (2)

  	
  No Noteholder, Receiptholder or Couponholder shall
  be entitled to proceed directly against the Issuer or the Guarantor unless
  the Trustee, having become bound so to proceed, fails so to do within a
  reasonable period and the failure shall be continuing.

  



For
the purposes of this Condition, “Indebtedness for Borrowed Money” means any
present or future indebtedness (whether being principal, premium, interest or
other amounts) for or in respect of (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.


10.       Replacement
of Notes, Receipts, Coupons and Talons


Should
any Note, Receipt, Coupon or Talon be lost, stolen, mutilated, defaced or
destroyed, it may be replaced at the specified office of the Replacement Agent
upon payment by the claimant of such costs and expenses as may be incurred in
connection therewith and on such terms as to evidence and indemnity as the
Issuer and the Replacement Agent may reasonably require. Mutilated or defaced
Notes, Receipts, Coupons or Talons must be surrendered before replacements will
be issued.


11.       Agent
and Paying Agents


The
names of the initial Agent and the other initial Paying Agents and their
initial specified offices are set out below.


The
Issuer and the Guarantor are entitled, with the prior written approval of the
Trustee, to vary or terminate the appointment of any Paying Agent and/or
appoint additional or other Paying Agents and/ or approve any change in the
specified office through which any Paying Agent acts, provided that:


	
  (i)

  	
  so long as the Notes are listed on any stock
  exchange or admitted to listing by any other relevant authority, there will
  at all times be a Paying Agent with a specified office in such place as may
  be required by the rules and regulations of the relevant stock exchange or
  other relevant authority;

  
	
   

  	
   

  
	
  (ii)

  	
  there will at all times be a Paying Agent with a
  specified office in a city approved by the Trustee in continental Europe;

  
	
   

  	
   

  
	
  (iii)

  	
  there will at all times be an Agent; and

  
	
   

  	
   

  
	
  (iv)

  	
  the Issuer and the Guarantor undertake that they
  will ensure that they maintain a Paying Agent in a Member State of the
  European Union that is not obliged to withhold or deduct tax pursuant to
  European Council Directive 2003/48/EC or any law implementing or complying
  with, or introduced in order to conform to, such Directive.

  



 



 56
 






 



In addition, the Issuer and the Guarantor shall
forthwith appoint a Paying Agent having a specified office in New York City in
the circumstances described in the final paragraph of Condition 5(b). Any variation, termination, appointment or change shall
only take effect (other than in the case of insolvency, when it shall be of
immediate effect) after not less than 30 nor more than 45 days’ prior notice
thereof shall have been given to the Noteholders in accordance with Condition
13.


12.       Exchange
of Talons


On
and after the Interest Payment Date on which the final Coupon comprised in any
Coupon sheet matures, the Talon (if any) forming part of such Coupon sheet may
be surrendered at the specified office of the Agent or any other Paying Agent
in exchange for a further Coupon sheet including (if such further Coupon sheet
does not include Coupons to (and including) the final date for the payment of
interest due in respect of the Note to which it appertains) a further Talon,
subject to the provisions of Condition 8.


13.       Notices


All
notices regarding the Notes shall be published in a leading English language
daily newspaper of general circulation in London. It is expected that such
publication will be made in the Financial Times
in London. The Issuer shall also ensure that notices are duly published in a
manner which complies with the rules and regulations of any other stock
exchange or other relevant authority on which the Notes are for the time being
listed or by which they have been admitted to trading. Any such notice will be
deemed to have been given on the date of the first publication or, where
required to be published in more than one newspaper, on the date of the first
publication in each such newspaper or, where published in such newspapers on
different dates, the last date of such first publication. If publication as
provided above is not practicable, notice will be given in such other manner
and shall be deemed to have been given on such date, as the Trustee may
approve. Receiptholders and Couponholders shall be deemed for all purposes to
have notice of the contents of any notice given to Noteholders in accordance
with this Condition.


Until
such time as any definitive Notes are issued, there may, so long as the global
Note(s) is or are held in its/their entirety on behalf of Euroclear and
Clearstream, Luxembourg, be substituted for such publication in such
newspaper(s) the delivery of the relevant notice to Euroclear and Clearstream,
Luxembourg for communication by them to the Noteholders and, in addition, for
so long as any Notes are listed on a stock exchange or are admitted to trading
by another relevant authority and the rules of that stock exchange or relevant
authority so require, such notice will be published in a daily newspaper of
general circulation in the place or places required by those rules.  Any such notice shall be deemed to have been
given to the Noteholders on the seventh day after the day on which the said
notice was given to Euroclear and Clearstream, Luxembourg.


Notices
to be given by any Noteholder shall be in writing and given by lodging the
same, together with the related Note or Notes, with the Agent. Whilst any of
the Notes is represented by a global Note, such notice may be given by any
Noteholder to the Agent via Euroclear and/or Clearstream, Luxembourg, as the
case may be, in such manner as the Agent and Euroclear and/or Clearstream,
Luxembourg, as the case may be, may approve for this purpose.


14.       Meetings
of Noteholders, Modification and Waiver


The
Trust Deed contains provisions for convening meetings of the Noteholders to
consider any matter affecting their interests, including the sanctioning by
Extraordinary Resolution of a modification of the Notes, the Receipts, the
Coupons or any of the provisions of the Trust Deed. Such a meeting may be
convened by the Issuer or the Guarantor or by Noteholders holding not less than
five per cent. in nominal amount of the Notes for the time being remaining
outstanding. The quorum at any such meeting for passing an Extraordinary
Resolution is one or more persons holding or representing not less than a clear
majority in nominal amount of the Notes for the time being outstanding, or at
any adjourned meeting one or more persons being or representing Noteholders
whatever the nominal amount of the Notes so held or represented,



 57
 






 



except that at any meeting
the business of which includes the modification of certain provisions of the
Notes, Receipts or Coupons or the Trust Deed (including modifying the date of
maturity of the Notes or any date for payment of interest thereon, reducing or
cancelling the amount of principal or the rate of interest payable in respect
of the Notes or altering the currency of payment of the Notes, Receipts or
Coupons), the quorum shall be one or more persons holding or representing not
less than two-thirds in nominal amount of the Notes for the time being
outstanding, or at any adjourned such meeting one or more persons holding or
representing not less than one-third in nominal amount of the Notes for the
time being outstanding. An Extraordinary Resolution passed at any meeting of
the Noteholders shall be binding on all the Noteholders, whether or not they
are present at the meeting, and on all Receiptholders and Couponholders.


The
Trustee may agree, without the consent of the Noteholders, Receiptholders or
Couponholders, to any modification (subject to certain exceptions) of, or to
the waiver or authorisation of any breach or proposed breach of, any of these
Terms and Conditions or any of the provisions of the Trust Deed, or determine,
without any such consent as aforesaid, that any Event of Default or Potential
Event of Default (as defined in the Trust Deed) shall not be treated as such,
which in any such case is not, in the opinion of the Trustee, materially
prejudicial to the interests of the Noteholders or may agree, without any such
consent as aforesaid, to any modification which is of a formal, minor or
technical nature or to correct a manifest error or an error which is, in the
opinion of the Trustee, proven.


Any
such modification shall be binding on the Noteholders, the Receiptholders and
the Couponholders and, unless the Trustee otherwise agrees, any such
modification shall be notified to the Noteholders in accordance with Condition
13 as soon as practicable thereafter.


In
connection with the exercise by it of any of its trusts, powers, authorities
and discretions (including, without limitation, any modification, waiver,
authorisation or determination), the Trustee shall have regard to the general
interests of the Noteholders as a class but shall not have regard to any
interests arising from circumstances particular to individual Noteholders,
Receiptholders or Couponholders (whatever their number) and, in particular but
without limitation, shall not have regard to the consequences of any such
exercise for individual Noteholders, Receiptholders or Couponholders (whatever
their number) resulting from their being for any purpose domiciled or resident
in, or otherwise connected with, or subject to the jurisdiction of, any
particular territory or any political sub-division thereof and the Trustee
shall not be entitled to require, nor shall any Noteholder, Receiptholder or
Couponholder be entitled to claim, from the Issuer, the Guarantor, the Trustee
or any other person any indemnification or payment in respect of any tax
consequence of any such exercise upon individual Noteholders or Couponholders
except to the extent already provided for in Condition 7 and/or any undertaking
given in addition to, or in substitution for, Condition 7 pursuant to the Trust
Deed.


15.       Further
Issues


The
Issuer shall be at liberty from time to time without the consent of the
Noteholders, Receiptholders or Couponholders to create and issue further notes
having terms and conditions the same as the Notes or the same in all respects
save for the amount and date of the first payment of interest thereon and so
that the same shall be consolidated and form a single Series with the
outstanding Notes. The Trust Deed contains provisions for convening a single
meeting of the Noteholders and the holders of Notes of other Series where the
Trustee so decides.


16.       Consolidation,
Merger and Transfer of Assets


The
Trust Deed provides that neither the Issuer nor the Guarantor may consolidate
with, or merge into, any corporation, or transfer its assets substantially as
an entirety to any person, unless (a) the successor corporation or transferee
assumes the Issuer’s or, as the case may be, the Guarantor’s obligations in
respect of the Notes, the Receipts and the Coupons and under the Trust Deed,
(b) after giving effect to the relevant transaction, no Event of Default or
Potential Event of Default (as defined in the Trust Deed) shall have occurred
and be continuing and (c) certain other conditions set out in the Trust Deed
are complied with.



 58
 






 



17.          Redenomination


(a)            Where
redenomination is specified in the applicable Final Terms as being applicable,
the Issuer may, without the consent of the Noteholders, the Receiptholders and
the Couponholders, on giving prior notice to the Trustee, the Agent, Euroclear
and Clearstream, Luxembourg and at least 30 days’ prior notice to the
Noteholders in accordance with Condition 13, elect that, with effect from the
Redenomination Date specified in the notice, the Notes shall be redenominated
in euro.


Except
as otherwise specified in the applicable Final Terms the election will have
effect as follows:


	
  (i)

  	
  the Notes and the Receipts shall be deemed to be
  redenominated in euro in the denomination of euro 0.01 with a nominal amount
  for each Note and Receipt equal to the nominal amount of that Note or Receipt
  in the Specified Currency, converted into euro at the Established Rate,
  provided that, if the Issuer determines, with the agreement of the Agent and
  with the approval of the Trustee, that the then current market practice in
  respect of the redenomination in euro of internationally offered securities
  is different from the provisions specified above, such provisions shall be
  deemed to be amended so as to comply with such market practice and the Issuer
  shall promptly notify the Noteholders, the stock exchange (if any) on which
  the Notes may be listed, the Trustee and the Paying Agents of such deemed
  amendments;

  
	
   

  	
   

  
	
  (ii)

  	
  if definitive Notes are required to be issued after
  the Redenomination Date, they shall be issued at the expense of the Issuer
  (i) in the case of Relevant Notes in the denomination of euro 50,000, and/or
  such higher amounts as the Agent may determine and notify to the Noteholders
  and any remaining amounts less than euro 50,000, shall be redeemed by the
  Issuer and paid to the Noteholders in euro in accordance with Condition 5;
  and (ii) in the case of Notes which are not Relevant Notes, in the denominations
  of euro 1,000, euro 10,000, euro 100,000 and (but only to the extent of any
  remaining amounts less than euro 1,000 or such smaller denominations as the
  Agent and the Trustee may approve) euro 0.01 and such other denominations as
  the Agent shall determine and notify to the Noteholders, the London Stock
  Exchange, if the Notes are listed on such exchange, and the Trustee. If such
  definitive Notes are issued they will be obtainable at the specified office
  of the Replacement Agent;

  
	
   

  	
   

  
	
  (iii)

  	
  save to the extent that an Exchange Notice has been
  given in accordance with paragraph (v) below, the amount of interest due in
  respect of the Notes will be calculated by reference to the aggregate nominal
  amount of Notes presented (or, as the case may be, in respect of which
  Coupons are presented) for payment by the relevant holder and the amount of
  such payment shall be rounded down to the nearest euro 0.01;

  
	
   

  	
   

  
	
  (iv)

  	
  after the Redenomination Date, all payments in
  respect of the Notes, the Receipts and the Coupons other than payments of
  interest in respect of periods commencing before the Redenomination Date,
  will be made solely in euro as though references in the Notes to the
  Specified Currency were to euro. Payments will be made in euro by credit or
  transfer to a euro account (or any other account to which euro may be
  credited or transferred) specified by the payee or, at the option of the
  payee, by a euro cheque;

  
	
   

  	
   

  
	
  (v)

  	
  if issued prior to the Redenomination Date, all
  unmatured Coupons denominated in the Specified Currency (whether or not
  attached to the Notes) will become void with effect from the date on which
  the Issuer gives notice (the “Exchange Notice”) that replacement
  euro-denominated Notes, Receipts and Coupons are available for exchange
  (provided that such securities are so available) and no payments will be made
  in respect of them. The payment obligations contained in any Notes and
  Receipts so issued will

  



 



 59
 






 



 


	
  

  	
  also become void on that date although those Notes
  and Receipts will continue to constitute valid exchange obligations of the
  Issuer. New euro-denominated Notes, Receipts and Coupons will be issued in
  exchange for Notes, Receipts and Coupons denominated in the Specified
  Currency in such manner as the Agent may specify and as shall be notified to
  the Noteholders in the Exchange Notice and to the London Stock Exchange, if
  the Notes are listed on such exchange. If such new euro-denominated Notes are
  issued they will be obtainable at the specified office of the Replacement
  Agent. No Exchange Notice may be given less than 15 days prior to any date
  for payment of principal or interest on the Notes;

  
	
   

  	
   

  
	
  (vi)

  	
  if the Notes are Fixed Rate Notes and interest for
  any period ending on or after the Redenomination Date is required to be
  calculated for a period ending other than on an Interest Payment Date, it
  will be calculated by applying the Rate of Interest to each Specified
  Denomination, multiplying such sum by the applicable Day Count Fraction, and
  rounding the resultant figure to the nearest sub-unit of the relevant
  Specified Currency, half of any such sub-unit being rounded upwards or
  otherwise in accordance with applicable market convention;

  
	
   

  	
   

  
	
   

  	
   

  
	
  (vii)

  	
  if the Notes are Floating Rate Notes the applicable
  Final Terms specifies any relevant changes to the provisions relating to
  interest; and

  
	
   

  	
   

  
	
  (viii)

  	
  such other changes shall be made to these Terms and
  Conditions and/or the Trust Deed and/or the Agency Agreement as the Issuer
  may decide, after consultation with the Agent and with the prior written
  approval of the Trustee, and as may be specified in the notice, to conform
  them to conventions then applicable to instruments denominated in euro or to
  enable the Notes to be consolidated with one or more issues of other notes,
  whether or not originally denominated in the Specified Currency or euro. Any
  such other changes will not take effect until after they have been notified
  to the Noteholders in accordance with Condition 13. The Issuer will also
  notify the London Stock Exchange of any other such changes, if the Notes are
  listed on such exchange.

  



(b)       Definitions


In
these Conditions, the following expressions have the following meanings:


“Established
Rate” means the rate for the conversion of the Specified Currency (including
compliance with rules relating to roundings in accordance with applicable
European Community regulations) into euro established by the Council of the
European Union pursuant to Article 123 of the Treaty;


“euro”
means the currency introduced at the start of the third stage of European
economic and monetary union pursuant to the Treaty;


“Redenomination
Date” means (in the case of interest bearing Notes) any date for payment of
interest under the Notes or (in the case of Zero Coupon Notes) any date, in each
case specified by the Issuer in the notice given to the Noteholders pursuant to
paragraph (a) above which falls on or after the date on which the country of
the Specified Currency first participates in the third stage of European
economic and monetary union;


“Relevant
Notes” means all Notes where the applicable Final Terms provide for a minimum
Specified Denomination in the Specified Currency which is equivalent to at
least euro 50,000 and which are admitted to trading on a regulated market in
the European Economic Area; and



 60
 






 



“Treaty”
means the Treaty establishing the European Communities, as amended by the
Treaty on European Union and the Treaty of Amsterdam.


18.       Indemnification
of the Trustee and its contracting with the Issuer and the Guarantor


The
Trust Deed contains provisions for the indemnification of the Trustee and for
its relief from responsibility, including provisions relieving it from taking
action unless indemnified and/or secured to its satisfaction.


The
Trust Deed also contains provisions pursuant to which the Trustee is entitled, inter alia, (i) to enter into business transactions with the
Issuer and/or the Guarantor and/or any of the Issuer’s other Subsidiaries and
to act as trustee for the holders of any other securities issued or guaranteed
by, or relating to, the Issuer and/or the Guarantor and/or any of the Guarantor’s
other Subsidiaries, (ii) to exercise and enforce its rights, comply with its
obligations and perform its duties under or in relation to any such
transactions or, as the case may be, any such trusteeship without regard to the
interests of, or consequences for, the Noteholders, Receiptholders or
Couponholders, and (iii) to retain and not be liable to account for any profit
made or any other amount or benefit received thereby or in connection
therewith.


19.       Contracts
(Rights of Third Parties) Act 1999


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


20.       Governing
law and submission to jurisdiction


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


(b)            Each of the Issuer
and the Guarantor has in the Trust Deed agreed, for the exclusive benefit of
the Trustee, the Noteholders, the Receiptholders and the Couponholders that the
courts of England are to have jurisdiction to settle any disputes which may
arise out of or in connection with the Trust Deed, the Notes, the Receipts
and/or the Coupons and that accordingly any suit, action or proceedings
(together referred to as “Proceedings”) arising out of or in connection with
the Trust Deed, the Notes, the Receipts and/or the Coupons may be brought in
such courts.


Each
of the Issuer and the Guarantor has in the Trust Deed irrevocably waived any
objection which it may have now or hereafter to the laying of the venue of any
such Proceedings in any such court and any claim that any such Proceedings have
been brought in an inconvenient forum and has in the Trust Deed further
irrevocably agreed that a judgment in any such Proceedings brought in the
English courts shall be conclusive and binding upon it and may be enforced in
the courts of any other jurisdiction.


Nothing
contained in this Condition shall limit any right to take Proceedings against
the Issuer or the Guarantor in any other court of competent jurisdiction, nor
shall the taking of Proceedings in one or more jurisdictions preclude the
taking of Proceedings in any other jurisdiction, whether concurrently or not.


Each
of the Issuer and the Guarantor has in the Trust Deed appointed GLN
Representatives Limited at its registered office (being at 31 August, 2006 at
20th Floor, City Point, 1 Ropemaker Street, London EC2Y 9HT, England) as its
agent for service of process, and undertaken that, in the event of GLN
Representatives Limited ceasing so to act or ceasing to be registered in
England, it will appoint another person as its agent for service of process in
England in respect of any Proceedings.


Nothing
herein shall affect the right to serve proceedings in any other manner
permitted by law.



 61
 






 



AGENT


Deutsche Bank AG, London Branch


Winchester House


1 Great Winchester Street


London EC2N 2DB


OTHER PAYING AGENT


Deutsche Bank Luxembourg S.A.


2 Boulevard Konrad Adenauer


L-115 Luxembourg


Grand Duchy of
Luxembourg



 62
 






 



SCHEDULE
2


FORMS OF GLOBAL AND DEFINITIVE NOTES, RECEIPT, COUPON,
TALON AND CERTIFICATE


PART 1


FORM OF TEMPORARY GLOBAL NOTE


[ANY
UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED
STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE
UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS
165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.](1)


[BY
ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A
UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION
6049(b)(4) OF THE INTERNAL REVENUE CODE OF THE UNITED STATES AND THE
REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED
STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4)
OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).](2)


COUNTRYWIDE FINANCIAL CORPORATION


(the
Issuer)


(incorporated
with limited liability in the State of Delaware)


Unconditionally and irrevocably guaranteed by


COUNTRYWIDE HOME LOANS, INC.


(incorporated
with limited liability in the State of New York)


TEMPORARY GLOBAL NOTE


This Note is a Temporary
Global Note in respect of a duly authorised issue of Notes of the Issuer (the Notes) of the Nominal Amount, Specified Currency(ies) and
Specified Denomination(s) as are specified in the Final Terms applicable to the
Notes (the Final Terms), a copy of which is
annexed hereto.  References herein to the
Conditions shall be to the Terms and Conditions of the Notes as set out in
Schedule 1 to the Trust Deed (as defined below) as supplemented, replaced and
modified by the Final Terms but, in the event of any conflict between the
provisions of the said Conditions and the information in the Final Terms, the
Final Terms will prevail.  Words and
expressions defined in the Conditions shall bear the same meanings when used in
this Global Note.  This Global Note is
issued subject to, and with the benefit of, the Conditions and a Trust Deed
(such Trust Deed as modified and/or supplemented and/or restated from time to
time, the Trust Deed) dated 15 August 2005 and
made between the Issuer, Countrywide Home Loans, Inc. as guarantor and Deutsche
Trustee Company Limited as trustee for the holders of the Notes.


The Issuer, subject as
hereinafter provided and subject to and in accordance with the Conditions and
the Trust Deed, promises to pay to the bearer hereof on each Instalment Date
(if the Notes are repayable in instalments) and on the Maturity Date and/or on
such earlier date(s) as all or any of the Notes represented by this Global Note
may become due and repayable in accordance with the Conditions and the Trust
Deed, the amount payable under the Conditions in respect of such Notes on each
such date and to pay interest (if any) on the nominal amount of the Notes from
time to time represented by this Global Note calculated and payable as provided
in the Conditions and the Trust Deed together with any other sums payable under
the






(1)                                  To
appear on Notes with a maturity of more than 183 days.


(2)           To appear on Notes
with a maturity of 183 days or less.



 63
 






 



Conditions and the Trust
Deed, upon presentation and, at maturity, surrender of this Global Note to or
to the order of the Agent  or any of the
other Paying Agents located outside the United States, its territories and
possessions (except as provided in the Conditions) from time to time appointed
by the Issuer in respect of the Notes.


If the Final Terms indicate
that this Global Note is intended to be a New Global Note, the nominal amount
of Notes represented by this Global Note shall be the aggregate amount from
time to time entered in the records of both Euroclear Bank S.A./N.V. (Euroclear) and Clearstream Banking, société anonyme (Clearstream, Luxembourg and together with Euroclear, the relevant Clearing Systems).  The
records of the relevant Clearing Systems (which expression in this Global Note
means the records that each relevant Clearing System holds for its customers
which reflect the amount of each such customer’s interest in the Notes) shall
be conclusive evidence of the nominal amount of Notes represented by this
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 Global Note at any time
shall be conclusive evidence of the records of the relevant Clearing System at
that time.


If the Final Terms indicate
that this Global Note is not intended to be a New Global Note, the nominal
amount of the Notes represented by this Global Note shall be the amount stated
in the applicable Final Terms or, if lower, the nominal amount most recently
entered by or on behalf of the Issuer in the relevant column in Part II, III,
or IV of Schedule One hereto or in Schedule Two hereto.


On any redemption of, or
payment of an instalment or interest being made in respect of, or purchase and cancellation
of, any of the Notes represented by this Global Note the Issuer shall procure
that:


(i)                                      if the Final Terms indicate that this Global Note is intended to be a
New Global Note, details of such redemption, payment or purchase and
cancellation (as the case may be) 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 Global Note shall be reduced by the aggregate nominal
amount of the Notes so redeemed or purchased and cancelled or by the aggregate
amount of such instalment so paid; or


(ii)                                   if the Final Terms indicate that this Global Note is not intended to be
a New Global Note, details of such redemption, payment or purchase and
cancellation (as the case may be) shall be entered by or on behalf of the
Issuer in Schedule One hereto, and the relevant space in Schedule One hereto
recording any such redemption, payment or purchase and cancellation (as the
case may be) shall be signed by or on behalf of the Issuer.  Upon any such redemption, payment of an
instalment or purchase and cancellation, the nominal amount of this Global Note
and the Notes represented by this Global Note shall be reduced by the nominal
amount of such Notes so redeemed or purchased and cancelled or the amount of
such instalment so paid.


Payments due in respect of
Notes for the time being represented by this Global Note shall be made to the
bearer of this Global Note and each payment so made will discharge the Issuer’s
obligations in respect thereof.  Any
failure to make entries referred to above shall not affect such discharge.


Payments of principal and
interest (if any) due prior to the Exchange Date (as defined below) will only
be made to the bearer hereof to the extent that there is presented to the Agent
by a relevant Clearing System , a certificate to the effect that it has
received from or in respect of a person entitled to a beneficial interest in a
particular nominal amount of the Notes represented by this Global Note (as
shown by its records) a certificate of non-US beneficial ownership in the form
provided and required by such Clearing System. 
The bearer of this Global Note will not (unless upon due presentation of
this Global Note for exchange, delivery of the appropriate number of Definitive
Notes (together, if applicable, with the Receipts, Coupons and Talons
appertaining thereto in or substantially in the forms set out in Parts 3, 4, 5
and 6 of Schedule 2 to the Trust Deed) or, as the case may be, issue and
delivery (or, as the case may be, endorsement) of the



 64
 






 



Permanent Global Note is
improperly withheld or refused and such withholding or refusal is continuing at
the relevant payment date) be entitled to receive any payment hereon due on or
after the Exchange Date.


On or after the date (the Exchange Date) which is 40 days after the Issue Date, this
Global Note may be exchanged (free of charge) in whole or in part for, as
specified in the Final Terms, either (a) Definitive Notes and (if applicable)
Receipts, Coupons and/or Talons (on the basis that all the appropriate details
have been included on the face of such Definitive Notes and (if applicable)
Receipts, Coupons and/or Talons and the relevant information supplementing,
replacing or modifying the Conditions appearing in the Final Terms has been
endorsed on or attached to such Definitive Notes) or (b) either (if the Final
Terms indicate that this Global Note is intended to be a New Global Note)
interests recorded in the records of the relevant Clearing Systems in a
Permanent Bearer Global Note or (if the Final Terms indicate that this Global
Note is not intended to be a New Global Note) a Permanent Bearer Global Note,
which, in either case, is in or substantially in the form set out in Part 2 of
Schedule 2 to the Trust Deed (together with the Final Terms attached thereto),
and furthermore in each case upon notice being given by a relevant Clearing
System acting on the instructions of any holder of an interest in this Global
Note.


If Definitive Notes and (if
applicable) Receipts, Coupons and/or Talons have already been issued in
exchange for all the Notes represented for the time being by the Permanent
Global Note, then this Global Note may only thereafter be exchanged for
Definitive Notes and (if applicable) Receipts, Coupons and/or Talons pursuant
to the terms hereof.  This Global Note
may be exchanged by the bearer hereof on any day (other than a Saturday or
Sunday) on which banks are open for general business in London.


The Issuer shall procure
that Definitive Notes or (as the case may be) interests in the Permanent Global
Note shall be issued and delivered and (in the case of the Permanent Global
Note where the Final Terms indicates that this Global Note is intended to be a
New Global Note) interests in the Permanent Global Note shall be recorded in
the records of the relevant Clearing Systems in exchange for only that portion
of this Global Note in respect of which there shall have been presented to the
Agent by the relevant Clearing System, a certificate to the effect that it has
received from or in respect of a person entitled to a beneficial interest in a
particular nominal amount of the Notes represented by this Global Note (as
shown by its records) a certificate of non-US beneficial ownership in the form
provided and required by such Clearing System.


On an exchange of the whole
of this Global Note, this Global Note shall be surrendered to or to the order
of the Agent. On an exchange of part only of this Global Note, the Issuer shall
procure that:


(i)                                      if the Final Terms indicate that this Global Note is intended to be a
New Global Note, details of such exchange shall be entered pro rata in the
records of the relevant Clearing Systems such that the nominal amount of Notes
represented by this Global Note shall be reduced by the nominal amount of this
Global Note so exchanged; or


(ii)                                   if the Final Terms indicate that this Global Note is not intended to be
a New Global Note, details of such exchange shall be entered by or on behalf of
the Issuer in Schedule Two hereto, and the relevant space in Schedule Two
hereto recording such exchange shall be signed by or on behalf of the Issuer,
whereupon the nominal amount of this Global Note and the Notes represented by
this Global Note shall be reduced by the nominal amount of this Global Note so
exchanged.  On any exchange of this
Global Note for a Permanent Global Note, details of such exchange shall also be
entered by or on behalf of the Issuer in Schedule Two to the Permanent Global
Note and the relevant space in Schedule Two to the Permanent Global Note
recording such exchange shall be signed by or on behalf of the Issuer.


Until the exchange of the
whole of this Global Note, the bearer of this Global Note shall in all respects
(except as otherwise provided herein) be entitled to the same benefits as if he
were the bearer of Definitive Notes and the relative Receipts, Coupons and/or
Talons (if any) in the form(s) set out in Parts 3, 4, 5 and 6 (as applicable)
of Schedule 2 to the Trust Deed.



 65














 


 


Each person who is for the time being shown in the
records of the relevant Clearing System as the holder of a beneficial interest
in a particular nominal amount of the Notes represented by this Global Note (in
which regard any certificate or other document issued by the relevant Clearing
System as to the nominal amount of such Notes standing to the account of any
person shall be conclusive and binding for all purposes, save in the case of
manifest error) shall be treated by the Issuer, the Trustee, the Agent and any
other Paying Agent as the holder of such nominal amount of such Notes for all
purposes, other than with respect to the payment of principal and interest on
such nominal amount of such Notes, the right to which shall be vested, as
against the Issuer, solely in the bearer of this Global Note in accordance with
and subject to the terms of this Global Note and the Trust Deed.


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


This Global Note shall not
be valid unless authenticated by Deutsche Bank AG, London Branch as Agent and,
if the Final Terms indicate that this Global Note is intended to be a New
Global Note (i) which is intended to be held in a manner which would allow
Eurosystem eligibility or (ii) in respect of which the Issuer has notified the
Agent that effectuation is to be applicable, effectuated by the entity
appointed as Common Safekeeper by the relevant Clearing System.


No rights are conferred on
any person under the Contracts (Rights of
Third Parties) Act 1999 to enforce any term of this Global Note, but this does
not affect any right or remedy of any person which exists or is available apart
from that Act.


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


COUNTRYWIDE FINANCIAL CORPORATION


	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Duly
  Authorised

  	
  Duly
  Authorised

  
	
  Authenticated without recourse, warranty

  	
   

  
	
  or liability by Deutsche Bank AG, London

  	
   

  
	
  Branch as Agent.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Authorised
  Officer

  	
   

  
	
   

  	
   

  
	
  [Effectuated without recourse,

  	
   

  
	
  warranty or liability by

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  as Common Safekeeper

  	
   

  
	
   

  	
   

  
	
  By:

  	
  ](1)

  







(1)           This should only be completed where the final Terms
indicates that this Global Note is intended to be a New Global Note.


 



 66
 






 



 


Schedule One*


PART I


INTEREST PAYMENTS


	
  Date made

  	
   

  	
  Interest Payment

  Date

  	
   

  	
  Total amount of

  interest payable

  	
   

  	
  Amount of

  interest paid

  	
   

  	
  Confirmation of

  payment by or

  on behalf of the

  Issuer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  







*             Schedule One should only be completed
where the Final Terms indicates that this Global Note is not intended to be a
New Global Note.


 



 67
 






 



 


PART II


PAYMENT OF INSTALMENT AMOUNTS


	
  Date

  made

  	
   

  	
  Total amount of

  Instalment

  Amounts payable

  	
   

  	
  Amount of

  Instalment

  Amounts paid

  	
   

  	
  Remaining

  nominal amount

  of this Global

  Note following

  such payment*

  	
   

  	
  Confirmation of

  payment by or on

  behalf of the

  Issuer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  







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


 



 68
 






 



 


PART III


REDEMPTIONS


	
  Date

  made

  	
   

  	
  Total amount

  of principal

  payable

  	
   

  	
  Amount of

  principal paid

  	
   

  	
  Remaining nominal

  amount of this

  Global Note

  following such

  redemption*

  	
   

  	
  Confirmation of

  redemption by or on

  behalf of the Issuer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  







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


 



 69
 






 



 


PART IV


PURCHASES AND CANCELLATIONS


	
  Date

  made

  	
   

  	
  Part of nominal amount

  of this Global Note

  purchased and cancelled

  	
   

  	
  Remaining nominal

  amount of this Global

  Note following such

  purchase and

  cancellation*

  	
   

  	
  Confirmation of

  purchase and

  cancellation by or on

  behalf of the Issuer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  







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


 



 70
 






 



 


Schedule Two*


EXCHANGES

FOR DEFINITIVE NOTES OR PERMANENT GLOBAL NOTE


The following exchanges of a part of this Global Note
for Definitive Notes or a part of a Permanent Global Note have been made:


	
  Date

  made

  	
   

  	
  Nominal amount of this

  Global Note exchanged

  for Definitive Notes or a

  part of a Permanent

  Global Note

  	
   

  	
  Remaining nominal

  amount of this Global

  Note following such

  exchange*

  	
   

  	
  Notation made by or on

  behalf of the Issuer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  







*                                       Schedule
Two should only be completed where the Final Terms indicates that this Global
Note is not intended to be a New Global Note.


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


 



 71
 






 



 


PART 2


FORM OF PERMANENT GLOBAL NOTE


[ANY
UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES)
WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED
STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j)
AND 1287(a) OF THE INTERNAL REVENUE CODE.](1)


[BY
ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A
UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION
6049(b)(4) OF THE INTERNAL REVENUE CODE OF THE UNITED STATES AND THE
REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED
STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4)
OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).](2)


COUNTRYWIDE
FINANCIAL CORPORATION


(the Issuer)


(incorporated
with limited liability in the State of Delaware)


Unconditionally and irrevocably guaranteed by


COUNTRYWIDE HOME LOANS, INC.


(incorporated
with limited liability in the State of New York)


PERMANENT GLOBAL NOTE


This Note is a Permanent
Global Note in respect of a duly authorised issue of Notes of the Issuer (the Notes) of the Nominal Amount, Specified Currency(ies) and
Specified Denomination(s) as are specified in the Final Terms applicable to the
Notes (the Final Terms), a copy of which is
annexed hereto.  References herein to the
Conditions shall be to the Terms and Conditions of the Notes as set out in
Schedule 1 to the Trust Deed (as defined below) as supplemented, replaced and
modified by the Final Terms but, in the event of any conflict between the
provisions of the said Conditions and the information in the Final Terms, the
Final Terms will prevail.  Words and
expressions defined in the Conditions shall bear the same meanings when used in
this Global Note.  This Global Note is issued
subject to, and with the benefit of, the Conditions and a Trust Deed (such
Trust Deed as modified and/or supplemented and/or restated from time to time,
the Trust  Deed)
dated 15 August 2005 and made between the Issuer, Countrywide Home Loans, Inc.
as guarantor and Deutsche Trustee Company Limited as trustee for the holders of
the Notes.


The Issuer, subject to and
in accordance with the Conditions and the Trust Deed, promises to pay to the
bearer hereof on each Instalment Date (if the Notes are repayable in
instalments) and on the Maturity Date and/or on such earlier date(s) as all or
any of the Notes represented by this Global Note may become due and repayable
in accordance with the Conditions and the Trust Deed, the amount payable under
the Conditions in respect of such Notes on each such date and to pay interest
(if any) on the nominal amount of the Notes from time to time represented by
this Global Note calculated and payable as provided in the Conditions and the
Trust Deed together with any other sums payable under the Conditions and the
Trust Deed, upon presentation and, at maturity, surrender of this Global Note
to or to the order of the Agent  or any
of the other Paying Agents located outside the United States, its territories
and possessions (except as provided in the Conditions) from time to time
appointed by the Issuer in respect of the Notes.






(1)
          To appear on Notes with a
maturity of more than 183 days.


(2)                                  To
appear on Notes with a maturity of 183 days or less.


 



 72
 






 



If the Final Terms indicate that this Global Note is intended to be a
New Global Note, the nominal amount of Notes represented by this Global Note
shall be the aggregate amount from time to time entered in the records of both
Euroclear Bank S.A./N.V. (Euroclear) and
Clearstream Banking, société anonyme (Clearstream, Luxembourg
and together with Euroclear, the relevant Clearing
Systems).  The records of the
relevant Clearing Systems (which expression in this Global Note means the
records that each relevant Clearing System holds for its customers which
reflect the amount of each such customer’s interest in the Notes) shall be
conclusive evidence of the nominal amount of Notes represented by this 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 Global Note at any time shall
be conclusive evidence of the records of the relevant Clearing Systems at that
time.


If the Final Terms indicate
that this Global Note is not intended to be a New Global Note, the nominal
amount of the Notes represented by this Global Note shall be the amount stated
in the applicable Final Terms or, if lower, the nominal amount most recently
entered by or on behalf of the Issuer in the relevant column in Part II, Part
III, or Part IV of Schedule One hereto or in Schedule Two hereto.


On any redemption of, or
payment of an instalment or interest being made in respect of, or purchase and
cancellation of, any of the Notes represented by this Global Note the Issuer
shall procure that:


(i)                                    if the Final Terms indicate that this Global Note is intended to be a
New Global Note, details of such redemption, payment or purchase and
cancellation (as the case may be) 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 Global Note shall be reduced by the aggregate nominal
amount of the Notes so redeemed or purchased and cancelled or by the aggregate
amount of such instalment so paid; or


(ii)                                 if the Final Terms indicate that this Global Note is not intended to be
a New Global Note, details of such redemption, payment or purchase and
cancellation (as the case may be) shall be entered by or on behalf of the
Issuer in Schedule One hereto, and the relevant space in Schedule One hereto
recording any such redemption, payment or purchase and cancellation (as the
case may be) shall be signed by or on behalf of the Issuer.  Upon any such redemption, payment of an
instalment or purchase and cancellation, the nominal amount of this Global Note
and the Notes represented by this Global Note shall be reduced by the nominal
amount of such Notes so redeemed or purchased and cancelled or the amount of
such instalment so paid.


Payments due in respect of
Notes for the time being represented by this Global Note shall be made to the
bearer of this Global Note and each payment so made will discharge the Issuer’s
obligations in respect thereof and any failure to make entries referred to
above shall not affect such discharge.


If the Notes represented by
this Global Note were, on issue, represented by a Temporary Global Note then on
any exchange of such Temporary Global Note for this Global Note or any part
hereof, the Issuer shall procure that:


(iii)                              if the Final Terms indicate that this Global Note is intended to be a
New Global Note, details of such exchange shall be entered in the records of
the relevant Clearing Systems such that the nominal amount of Notes represented
by this Global Note shall be increased by the nominal amount of the Temporary
Global Note so exchanged; or


(iv)                                             if the Final Terms
indicate that this Global Note is not intended to be a New Global Note, details
of such exchange shall be entered by or on behalf of the Issuer in Schedule Two
hereto, and the relevant space in Schedule Two hereto recording such exchange
shall be signed by or on behalf of the Issuer, whereupon the nominal amount of
this Global Note and the Notes represented by this Global Note shall be
increased by the nominal amount of the Temporary Global Note so exchanged.


 



 73
 






 



 


In certain circumstances further notes may be issued
which are intended on issue to be consolidated and form a single Series with
the Notes.  In such circumstances the
Issuer shall procure that:


(i)                                    if the applicable Final Terms indicate that this Global Note is intended
to be a New Global Note, details of such further notes may be entered in the
records of the relevant Clearing Systems such that the nominal amount of this
Global Note and the Notes represented by this Global Note may be increased by
the amount of such further notes so issued; or


(ii)                                                 if the applicable
Final Terms indicate that this Global Note is not intended to be a New Global
Note, shall be entered by or on behalf of the Issuer in Schedule Two hereto,
and the relevant space in Schedule Two recording such exchange shall be signed
by or on behalf of the Issuer, whereupon the nominal amount of this Global Note
and the Notes represented by this Global Note shall be increased by the nominal
amount of any further Temporary Global Note so exchanged.


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


(i)                                    upon not less than 60 days’ written notice being given to the Agent by
the relevant Clearing System   (acting on
the instructions of any holder of an interest in this Global Note) or the
Trustee; or


(ii)                                 in the case of Notes with a maturity of 183 days or less only upon the
occurrence of an Exchange Event.


An Exchange Event means:


(1)                                 an Event of Default has occurred and is continuing;


(2)                                 the Issuer has been notified that the relevant Clearing Systems have
been closed for business for a continuous period of 14 days (other than by
reason of holiday, statutory or otherwise) or have announced an intention
permanently to cease business or have in fact done so and no successor clearing
system satisfactory to the Trustee is available; or


(3)                                 the Issuer has or will become obliged to pay additional amounts as
provided for or referred to in Condition 7 which would not be required
were the Notes in definitive form.


Upon the occurrence of an Exchange Event:


(i)                                    the Issuer will promptly give notice to Noteholders in accordance with
Condition 13 upon the occurrence of such Exchange Event; and


(ii)                                 one or more of the relevant Clearing Systems (acting on the instructions
of any holder of an interest in this Global Note) or the Trustee may give
notice to the Agent requesting exchange and, in the event of the occurrence of
an Exchange Event as described in (3) above, the Issuer may also give notice to
the Agent requesting exchange.  Any such
exchange shall occur on a date specified in the notice not later than 60 days
after the date of receipt of the first relevant notice by the Agent.


The first notice requesting
exchange in accordance with the above provisions shall give rise to the issue
of Definitive Notes for the total nominal amount of Notes represented by this
Global Note.



 74
 






 



 


Any such exchange as aforesaid will be made by the
bearer of this Global Note on any day other than a Saturday or a Sunday on
which banks are open for business in London.


The aggregate nominal amount
of Definitive Notes issued upon an exchange of this Global Note will be equal
to the aggregate nominal amount of this Global Note.  Upon exchange of this Global Note for
Definitive Notes, the Agent shall cancel it or procure that it is cancelled.


Until the exchange of the
whole of this Global Note as aforesaid, the bearer hereof shall (subject as provided
in the next paragraph) in all respects be entitled to the same benefits as if
he were the bearer of Definitive Notes and the relative Receipts, Coupons
and/or Talons (if any) in the form(s) set out in Parts 3, 4, 5 and 6 (as
applicable) of Schedule 2 to the Trust Deed.


Each person who is for the
time being shown in the records of the relevant Clearing System as the holder
of a beneficial interest in a particular nominal amount of the Notes
represented by this Global Note (in which regard any certificate or other
document issued by the relevant Clearing System as to the nominal amount of
such Notes standing to the account of any person shall be conclusive and
binding for all purposes, save in the case of manifest error) shall be treated
by the Issuer, the Trustee, the Agent and any other Paying Agent as the holder
of such nominal amount of such Notes for all purposes, other than with respect
to the payment of principal and interest on such nominal amount of such Notes,
the right to which shall be vested, as against the Issuer, solely in the bearer
of this Global Note in accordance with and subject to the terms of this Global
Note and the Trust Deed.


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


This Global Note shall not
be valid unless authenticated by Deutsche Bank AG, London Branch as Agent and,
if the Final Terms indicate that this Global Note is intended to be a New
Global Note (i) which is intended to be held in a manner which would allow
Eurosystem eligibility or (ii) in respect of which the Issuer has notified the
Agent that effectuation is to be applicable, effectuated by the entity
appointed as Common Safekeeper by the relevant Clearing Systems.


No rights are conferred on
any person under the Contracts (Rights of
Third Parties) Act 1999 to enforce any term of this Global Note, but this does
not affect any right or remedy of any person which exists or is available apart
from that Act.


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


COUNTRYWIDE FINANCIAL CORPORATION


	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Duly
  Authorised

  	
  Duly
  Authorised

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Authenticated without recourse, warranty or
  liability by

  	
   

  
	
  Deutsche Bank AG, London Branch

  	
   

  
	
  as Agent.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Authorised
  Officer

  	
   

  
	
   

  	
   

  
	
  [Effectuated without recourse,

  	
   

  
	
  warranty or liability by

  	
   

  
	
   

  	
   

  
	
  as Common Safekeeper

  	
   

  
	
  By:

  	
   

  	
  ](1)

  	
   

  	
   

  
										







(1) This should only be completed where the final Terms indicate that
this Global Note is intended to be a New Global Note.


 



 75














 


Schedule One*


PART I


INTEREST PAYMENTS


	
  Date made

  	
   

  	
  Interest Payment

  Date

  	
   

  	
  Total amount of

  interest payable

  	
   

  	
  Amount of

  interest paid

  	
   

  	
  Confirmation of

  payment by or

  on behalf of the

  Issuer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  







*                    Schedule One
should only be completed where the Final Terms indicate that this Global Note
is not intended to be a New Global Note.



 76
 






 



PART II


PAYMENT OF INSTALMENT AMOUNTS


	
  Date

  made

  	
   

  	
  Total amount

  of Instalment

  Amounts payable

  	
   

  	
  Amount of

  Instalment

  Amounts paid

  	
   

  	
  Remaining

  nominal amount

  of this Global

  Note following

  such payment*

  	
   

  	
  Confirmation of

  payment by or on

  behalf of the Issuer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  







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



 77
 






 



PART III


REDEMPTIONS


	
  Date

  made

  	
   

  	
  Total amount

  of principal

  payable

  	
   

  	
  Amount of

  principal paid

  	
   

  	
  Remaining nominal

  amount of this

  Global Note

  following such

  redemption*

  	
   

  	
  Confirmation of

  redemption by or on

  behalf of the Issuer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  







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



 78
 






 



PART IV


PURCHASES AND CANCELLATIONS


	
  Date

  made

  	
   

  	
  Part of nominal amount

  of this Global Note

  purchased and cancelled

  	
   

  	
  Remaining nominal

  amount of this Global

  Note following such

  purchase and

  cancellation*

  	
   

  	
  Confirmation of

  purchase and

  cancellation by or on

  behalf of the Issuer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  







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



 79
 






 



Schedule Two*


EXCHANGES


	
  Date made

  	
   

  	
  Nominal amount of

  Temporary Global Note

  exchanged for this

  Global Note

  	
   

  	
  Increased nominal

  amount of this Global

  Note following such

  exchange*

  	
   

  	
  Notation made by or

  on behalf of the

  Issuer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  







*                                         Schedule
Two should only be completed where the Final Terms indicate that this Global
Note is not intended to be a New Global Note.


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



 80
 






 



PART 3


FORM OF DEFINITIVE NOTE


[ANY
UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED
STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE
UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS
165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.](1)


[BY
ACCEPTING THIS OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A
UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION
6049(b)(4) OF THE INTERNAL REVENUE CODE OF THE UNITED STATES AND THE
REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED
STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4)
OF THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER).](2)


COUNTRYWIDE
FINANCIAL CORPORATION


(the Issuer)


(incorporated
with limited liability in the State of Delaware)


Unconditionally and irrevocably guaranteed by


COUNTRYWIDE HOME LOANS, INC.


(incorporated
with limited liability in the State of New York)


[Specified Currency and Nominal
Amount of Tranche]


NOTES DUE


[Year of
Maturity]


This Note is one of a Series
of Notes of [Specified Currency(ies) and Specified Denomination(s)] each of the
Issuer (Notes). 
References herein to the Conditions shall be to the Terms and Conditions
[endorsed hereon/set out in Schedule 1 to the Trust Deed (as defined below)
which shall be incorporated by reference herein and have effect as if set out
herein] as supplemented, replaced and modified by the relevant information
(appearing in the Final Terms (the Final Terms))
endorsed hereon but, in the event of any conflict between the provisions of the
said Conditions and such information in the Final Terms, such information will
prevail.  Words and expressions defined
in the Conditions shall bear the same meanings when used in this Note.  This Note is issued subject to, and with the
benefit of, the Conditions and a Trust Deed (such Trust Deed as modified and/or
supplemented and/or restated from time to time, the Trust Deed)
dated 15 August 2005 and made between the Issuer, Countrywide Home Loans, Inc.
as guarantor and Deutsche Trustee Company Limited as trustee for the holders of
the Notes.


The Issuer, subject to and
in accordance with the Conditions and the Trust Deed, promises to pay to the
bearer hereof on [each Instalment Date and] the Maturity Date or on such
earlier date as this Note may become due and repayable in accordance with the
Conditions and the Trust Deed, the amount payable on redemption of this Note
and to pay interest (if any) on the nominal amount of this Note calculated and
payable as provided in the Conditions and the Trust Deed together with any
other sums payable under the Conditions and the Trust Deed.


This Note shall not be valid
unless authenticated by Deutsche Bank AG, London Branch as Agent.


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






(1)                                  To appear on all Notes with a maturity of more than 183 days.


(2)                                  To appear on all Notes with a maturity of 183 days or less.



 81
 






 



COUNTRYWIDE FINANCIAL CORPORATION


	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Duly Authorised

  	
  Duly
  Authorised

  
	
   

  	
   

  
	
  Authenticated without
  recourse, warranty or liability by

  	
   

  
	
  Deutsche Bank
  AG, London Branch

  	
   

  
	
  as Agent.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Authorised Officer

  	
   

  
								



 



 82
 






 



[Conditions]


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



 83
 






 



Final Terms


[Here to be set out the text of the relevant
information supplementing,


replacing or modifying the Conditions which appears
in the


Final Terms relating
to the Notes]



 84















 


PART 4


FORM OF RECEIPT


COUNTRYWIDE
FINANCIAL CORPORATION


[Specified
Currency and Nominal Amount of Tranche]

NOTES DUE

[Year of Maturity]


Series No.
[       ]


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


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


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


[ANY UNITED STATES PERSON
(AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS
OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX
LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE
INTERNAL REVENUE CODE.](1)


[BY ACCEPTING THIS
OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED STATES
PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE
INTERNAL REVENUE CODE OF THE UNITED STATES AND THE REGULATIONS THEREUNDER) AND
THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN
EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE
AND THE REGULATIONS THEREUNDER).](2)






(1)             To appear on all
Receipts appertaining to Notes with a maturity of more than 183 days.


(2)             To
appear on all Receipts appertaining to Notes with a maturity of 183 days or
less.



 85
 








 


PART 5


FORM OF COUPON


On
the front:


COUNTRYWIDE FINANCIAL CORPORATION


[Specified
Currency and Nominal Amount of Tranche]

NOTES DUE

[Year of Maturity]


Series No.
[       ]


[Coupon
appertaining to a Note in the denomination of [Specified Currency and Specified
Denomination]].(1)


Part A


[For Fixed Rate Notes:


	
  This
  Coupon is payable to bearer, separately 

  negotiable and subject to the Terms and 

  Conditions of the said Notes.

  	
  Coupon for 

  [          ] 

  due on [       ],
  [      ]]

  



 


Part B


[For Floating Rate Notes or Indexed Interest Notes:


Coupon
for the amount due in accordance with

the Terms and Conditions endorsed on,

attached to or incorporated by reference

into the said Notes on [the Interest Payment

Date falling in [     ]
[     ]/[   ]].


This
Coupon is payable to bearer, separately

negotiable and subject to such Terms and

Conditions, under which it may become void

before its due date.]


[ANY UNITED STATES PERSON
(AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS
OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX
LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE
INTERNAL REVENUE CODE.](2)


[BY ACCEPTING THIS
OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED STATES
PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE
INTERNAL REVENUE CODE OF THE UNITED STATES AND THE REGULATIONS THEREUNDER) AND
THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN
EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE
AND THE REGULATIONS THEREUNDER).](3)






(1)             Delete where the
Notes are all of the same denomination.


(2)             To appear on all
Coupons appertaining to Notes with a maturity of more than 183 days.


(1)             To appear on all Coupons appertaining to
Notes with a maturity of 183 days or less.



 86
 








 


PART 6


FORM OF TALON


On
the front:


COUNTRYWIDE FINANCIAL
CORPORATION


[Specified
Currency and Nominal Amount of Tranche]

NOTES DUE

[Year of Maturity]


Series No.
[       ]


[Talon appertaining to a Note in the denomination of
[Specified Currency and Specified Denomination]] (1).


On and after
[              ]
further Coupons [and a further Talon](2) appertaining to the Note to which this
Talon appertains will be issued at the specified office of any of the Paying
Agents set out on the reverse hereof (and/or any other or further Paying Agents
and/or specified offices as may from time to time be duly appointed and
notified to the Noteholders) upon production and surrender of this Talon.


This Talon may, in certain circumstances, become void
under the Terms and Conditions endorsed on the Note to which this Talon
appertains.


[ANY UNITED STATES PERSON
(AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS
OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX
LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE
INTERNAL REVENUE CODE.](3)


[BY ACCEPTING THIS
OBLIGATION, THE HOLDER REPRESENTS AND WARRANTS THAT IT IS NOT A UNITED STATES
PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE
INTERNAL REVENUE CODE OF THE UNITED STATES AND THE REGULATIONS THEREUNDER) AND
THAT IT IS NOT ACTING FOR OR ON BEHALF OF A UNITED STATES PERSON (OTHER THAN AN
EXEMPT RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE
AND THE REGULATIONS THEREUNDER).](4)






(1)             Delete where the
Notes are all of the same denomination.


(2)             Not required on last
Coupon sheet.


(3)             [To appear on all
Talons appertaining to Notes with a maturity of more than 183 days.]


(4)             [To appear on all Talons appertaining to
Notes with a maturity of 183 days or less.]



 87
 








 


On
the back of Receipts, Coupons and Talons:


AGENT


DEUTSCHE
BANK AG, LONDON BRANCH

Winchester
House

1 Great Winchester Street

London EC2N 2DB


OTHER PAYING AGENT


Deutsche Bank Luxembourg S.A.

2, Boulevard Konrad Adenauer

L-1115 Luxembourg

Grand Duchy of Luxembourg



 88
 








 


SCHEDULE 3


PROVISIONS FOR
MEETINGS OF NOTEHOLDERS


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


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


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


(1)                                  the conclusion of
the meeting specified in such certificate or, if later, of any adjourned such
meeting; and


(2)                                  the surrender of
the certificate to the Paying Agent who issued the same; and


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


(ii)                                  block
voting instruction shall mean a dated English language document issued
by a Paying Agent in which:


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


(1)                                  the conclusion of
the meeting specified in such document or, if later, of any adjourned such
meeting; and


(2)                                  the surrender to
the Paying Agent not less than 48 hours before the time for which such
meeting or any adjourned such meeting is convened of the receipt issued by such
Paying Agent in respect of each such deposited Note which is to be released or
(as the case may require) the Note or Notes ceasing with the agreement of the
Paying Agent to be held to its order or under its control or so blocked and the
giving of notice by the Paying Agent to the Issuer in accordance with
paragraph 17 hereof of the necessary amendment to the block voting
instruction;



 89
 








 


(b)                                 it is certified
that each holder of such Notes has instructed such Paying Agent that the
vote(s) attributable to the Note or Notes so deposited or held or blocked
should be cast in a particular way in relation to the resolution or resolutions
to be put to such meeting or any adjourned such meeting and that all such
instructions are during the period commencing 48 hours prior to the time
for which such meeting or any adjourned such meeting is convened and ending at
the conclusion or adjournment thereof neither revocable nor capable of
amendment;


(c)                                  the aggregate
principal amount of the Notes so deposited or held or blocked are listed
distinguishing with regard to each such resolution between those in respect of
which instructions have been given as aforesaid that the votes attributable
thereto should be cast in favour of the resolution and those in respect of which
instructions have been so given that the votes attributable thereto should be
cast against the resolution; and


(d)                                 one or more
persons named in such document (each hereinafter called a proxy)
is or are authorised and instructed by such Paying Agent to cast the votes
attributable to the Notes so listed in accordance with the instructions
referred to in (c) above as set out in such document;


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


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


(B)                                A holder of a
Note (whether in definitive form or represented by a Global Note) may obtain a
voting certificate in respect of such Note from a Paying Agent or require a
Paying Agent to issue a block voting instruction in respect of such Note by
depositing such Note with such Paying Agent or (to the satisfaction of such
Paying Agent) by such Note being held to its order or under its control or
being blocked in an account with a clearing system, in each case not less than
48 hours before the time fixed for the relevant meeting and on the terms set
out in subparagraph (A)(i)(a) or (A)(ii)(a) above (as the case may be), and (in
the case of a block voting instruction) instructing such Paying Agent to the
effect set out in subparagraph (A)(ii)(b) above.  The holder of any voting certificate or the
proxies named in any block voting instruction shall for all purposes in
connection with the relevant meeting or adjourned meeting of Noteholders be
deemed to be the holder of the Notes to which such voting certificate or block
voting instruction relates and the Paying Agent with which such Notes have been
deposited or the person holding the same to the order or under the control of
such Paying Agent or the clearing system in which such Notes have been blocked
shall be deemed for such purposes not to be the holder of those Notes.



 90
 








 


2.                                       The Issuer, the
Guarantor or the Trustee may at any time and the Issuer shall upon a
requisition in writing in the English language signed by the holders of not
less than five per cent. in nominal amount of the Notes for the time being
outstanding, convene a meeting of the Noteholders and if the Issuer makes
default for a period of seven days in convening such a meeting the same may be
convened by the Trustee or the requisitionists. 
Every such meeting shall be held at such time and place as the Trustee
may appoint or approve.


3.                                       At least
21 days’ notice (exclusive of the day on which the notice is given and the
day on which the meeting is to be held) specifying the place, day and hour of
meeting shall be given to the holders of the relevant Notes prior to any
meeting of such holders in the manner provided by Condition 13.  Such notice, which shall be in the English
language, shall state generally the nature of the business to be transacted at
the meeting thereby convened but (except for an Extraordinary Resolution) it
shall not be necessary to specify in such notice the terms of any resolution to
be proposed.  Such notice shall include
statements, if applicable, to the effect that Notes may, not less than 48 hours
before the time fixed for the meeting, be deposited with Paying Agents or (to
their satisfaction) held to their order or under their control or blocked in an
account with a clearing system for the purpose of obtaining voting certificates
or appointing proxies.  A copy of the
notice shall be sent by post to the Trustee (unless the meeting is convened by
the Trustee), to the Issuer (unless the meeting is convened by the Issuer) and
to the Guarantor (unless the meeting is convened by the Guarantor).


4.                                       A person (who may
but need not be a Noteholder) nominated in writing by the Trustee shall be
entitled to take the chair at the relevant meeting or adjourned meeting but if
no such nomination is made or if at any meeting or adjourned meeting the person
nominated shall not be present within 15 minutes after the time appointed for
holding the meeting or adjourned meeting the Noteholders present shall choose
one of their number to be Chairman, failing which the Issuer may appoint a
Chairman.  The Chairman of an adjourned
meeting need not be the same person as was Chairman of the meeting from which
the adjournment took place.


5.                                       At any such
meeting one or more persons present holding Definitive Notes or voting
certificates or being proxies and holding or representing in the aggregate not
less than one-twentieth of the nominal amount of the Notes for the time being
outstanding shall (except for the purpose of passing an Extraordinary
Resolution) form a quorum for the transaction of business and no business
(other than the choosing of a Chairman) shall be transacted at any meeting
unless the requisite quorum be present at the commencement of the relevant
business.  The quorum at any such meeting
for passing an Extraordinary Resolution shall (subject as provided below) be
one or more persons present holding Definitive Notes or voting certificates or
being proxies and holding or representing in the aggregate a clear majority in
nominal amount of the Notes for the time being outstanding PROVIDED THAT at any
meeting the business of which includes any of the following matters (each of
which shall, subject only to Clause 19(B)(ii), only be capable of being
effected after having been approved by Extraordinary Resolution) namely:


(i)                                     reduction or
cancellation of the amount payable or, where applicable, modification, except
where such modification is in the opinion of the Trustee bound to result in an
increase, of the method of calculating the amount payable or modification of
the date of payment or, where applicable, of the method of calculating the date
of payment in respect of any principal or interest in respect of the Notes;


(ii)                                  alteration of the
currency in which payments under the Notes, Receipts and Coupons are to be
made;


(iii)                               alteration of the
majority required to pass an Extraordinary Resolution;


(iv)                              the sanctioning
of any such scheme or proposal as is described in paragraph 18(I) below;
and



 91
 








 


(v)                                 alteration of
this proviso or the proviso to paragraph 6 below;


the quorum shall be one or more persons present
holding Definitive Notes or voting certificates or being proxies and holding or
representing in the aggregate not less than two-thirds of the nominal amount of
the Notes for the time being outstanding.


6.                                       If within 15
minutes (or such longer period not exceeding 30 minutes as the Chairman may
decide) after the time appointed for any such meeting a quorum is not present
for the transaction of any particular business, then, subject and without
prejudice to the transaction of the business (if any) for which a quorum is
present, the meeting shall if convened upon the requisition of Noteholders be
dissolved.  In any other case it shall
stand adjourned to the same day in the next week (or if such day is a public
holiday the next succeeding business day) at the same time and place (except in
the case of a meeting at which an Extraordinary Resolution is to be proposed in
which case it shall stand adjourned for such period, being not less than 13
clear days nor more than 42 clear days, and to such place as may be
appointed by the Chairman either at or subsequent to such meeting and approved
by the Trustee).  If within 15 minutes
(or such longer period not exceeding 30 minutes as the Chairman may decide)
after the time appointed for any adjourned meeting a quorum is not present for
the transaction of any particular business, then, subject and without prejudice
to the transaction of the business (if any) for which a quorum is present, the
Chairman may either (with the approval of the Trustee) dissolve such meeting or
adjourn the same for such period, being not less than 13 clear days (but
without any maximum number of clear days), and to such place as may be
appointed by the Chairman either at or subsequent to such adjourned meeting and
approved by the Trustee, and the provisions of this sentence shall apply to all
further adjourned such meetings.  At any
adjourned meeting one or more persons present holding Definitive Notes of the
relevant one or more Series or voting certificates or being proxies (whatever
the nominal amount of the Notes so held or represented by them) shall (subject
as provided below) form a quorum and shall have power to pass any Extraordinary
Resolution or other resolution and to decide upon all matters which could
properly have been dealt with at the meeting from which the adjournment took
place had the requisite quorum been present PROVIDED THAT at any adjourned
meeting the quorum for the transaction of business comprising any of the
matters specified in the proviso to paragraph 5 above shall be one or more
persons present holding Definitive Notes or voting certificates or being
proxies and holding or representing in the aggregate not less than one-third of
the nominal amount of the Notes for the time being outstanding.


7.                                       Notice of any
adjourned meeting at which an Extraordinary Resolution is to be submitted shall
be given in the same manner as notice of an original meeting but as if
10 were substituted for 21 in paragraph 3 above and such notice
shall state the relevant quorum.  Subject
as aforesaid it shall not be necessary to give any notice of an adjourned
meeting.


8.                                       Every question
submitted to a meeting shall be decided in the first instance by a show of
hands and in case of equality of votes the Chairman shall both on a show of
hands and on a poll have a casting vote in addition to the vote or votes (if
any) to which he may be entitled as a Noteholder or as a holder of a voting
certificate or as a proxy.


9.                                       At any meeting
unless a poll is (before or on the declaration of the result of the show of
hands) demanded by the Chairman, the Issuer, the Guarantor, the Trustee or any
person present holding a Definitive Note of the relevant Series or a voting
certificate or being a proxy (whatever the nominal amount of the Notes so held
or represented by him) a declaration by the Chairman that a resolution has been
carried or carried by a particular majority or lost or not carried by a
particular majority shall be conclusive evidence of the fact without proof of
the number or proportion of the votes recorded in favour of or against such
resolution.


10.                                 Subject to
paragraph 12 below, if at any such meeting a poll is so demanded it shall
be taken in such manner and subject as hereinafter provided either at once or
after an adjournment as the Chairman 



 92
 








 


directs and the result of such poll shall be deemed to be the resolution
of the meeting at which the poll was demanded as at the date of the taking of
the poll.  The demand for a poll shall
not prevent the continuance of the meeting for the transaction of any business
other than the motion on which the poll has been demanded.


11.                                 The Chairman may
with the consent of (and shall if directed by) any such meeting adjourn the
same from time to time and from place to place but no business shall be
transacted at any adjourned meeting, except business which might lawfully (but
for lack of required quorum) have been transacted at the meeting from which the
adjournment took place.


12.                                 Any poll demanded
at any such meeting on the election of a Chairman or on any question of
adjournment shall be taken at the meeting without adjournment.


13.                                 The Trustee and
its lawyers and any director, officer or employee of a corporation being a
trustee of these presents and any director or officer of the Issuer or, as the
case may be, the Guarantor and its or their lawyers and any other person
authorised so to do by the Trustee may attend and speak at any meeting.  Save as aforesaid, but without prejudice to
the proviso to the definition of “outstanding” in Clause 1, no person
shall be entitled to attend and speak, nor shall any person be entitled to vote
at any meeting of Noteholders or join with others in requesting the convening
of such a meeting or to exercise the rights conferred on Noteholders by
Condition 9 unless he either produces the Definitive Note or Definitive
Notes of which he is the holder or a voting certificate or is a proxy.  No person shall be entitled to vote at any
meeting in respect of Notes held by, for the benefit of, or on behalf of, the
Issuer, the Guarantor or any other Subsidiary of the Issuer.  Nothing herein shall prevent any of the
proxies named in any block voting instruction from being a director, officer or
representative of or otherwise connected with the Issuer or the Guarantor.


14.                                 Subject as
provided in paragraph 13 hereof at any meeting:


(A)                              on a show of
hands every person who is present in person and produces a Definitive Note or
voting certificate or is a proxy shall have one vote; and


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


Without prejudice to the obligations of the proxies
named in any block voting instruction any person entitled to more than one vote
need not use all his votes or cast all the votes to which he is entitled in the
same way.


15.                                 The proxies named
in any block voting instruction need not be Noteholders.


16.                                 Each block voting
instruction together (if so requested by the Trustee) with proof satisfactory
to the Trustee of its due execution on behalf of the relevant Paying Agent
shall be deposited by the relevant Paying Agent at such place as the Trustee
shall approve not less than 24 hours before the time appointed for holding
the meeting or adjourned meeting at which the proxies named in the block voting
instruction propose to vote and in default the block voting instruction shall
not be treated as valid unless the Chairman of the meeting decides otherwise
before such meeting or adjourned meeting proceeds to business.  A notarially certified copy of each block
voting instruction shall be deposited with the Trustee before the commencement
of the meeting or adjourned meeting but the Trustee shall not thereby be
obliged to investigate or be concerned with the validity of or the authority of
the proxies named in any such block voting instruction.



 93
 








 


17.                                 Any vote given in
accordance with the terms of a block voting instruction shall be valid
notwithstanding the previous revocation or amendment of the block voting
instruction or of any of the relevant Noteholders’ instructions pursuant to
which it was executed provided that no intimation in writing of such revocation
or amendment shall have been received from the relevant Paying Agent by the
Issuer at its principal office (or such other place as may have been required
or approved by the Trustee for the purpose) by the time being 24 hours and
48 hours respectively before the time appointed for holding the meeting or
adjourned meeting at which the block voting instruction is to be used.


18.                                 A meeting of the
Noteholders shall in addition to the powers hereinbefore given have the
following powers exercisable only by Extraordinary Resolution (subject to the
provisions relating to quorum contained in paragraphs 5 and 6 above)
namely:


(A)                              Power to sanction
any compromise or arrangement proposed to be made between the Issuer, the
Guarantor, the Trustee, any Appointee and the Noteholders, Receiptholders and
Couponholders or any of them.


(B)                                Power to sanction
any abrogation, modification, compromise or arrangement in respect of the
rights of the Trustee, any Appointee, the Noteholders, the Receiptholders,
Couponholders, the Issuer, the Guarantor or against any other or others of them
or against any of their property whether such rights shall arise under these
presents or otherwise.


(C)                                Power to assent
to any modification of the provisions of these presents which shall be proposed
by the Issuer, the Guarantor, the Trustee or any Noteholder.


(D)                               Power to give any
authority or sanction which under the provisions of these presents is required
to be given by Extraordinary Resolution.


(E)                                 Power to appoint
any persons (whether Noteholders or not) as a committee or committees to
represent the interests of the Noteholders and to confer upon such committee or
committees any powers or discretions which the Noteholders could themselves
exercise by Extraordinary Resolution.


(F)                                 Power to approve
of a person to be appointed a trustee and power to remove any trustee or
trustees for the time being of these presents.


(G)                                Power to
discharge or exonerate the Trustee and/or any Appointee from all liability in
respect of any act or omission for which the Trustee and/or such Appointee may
have become responsible under these presents.


(H)                               Power to
authorise the Trustee and/or any Appointee to concur in and execute and do all
such deeds, instruments, acts and things as may be necessary to carry out and
give effect to any Extraordinary Resolution.


(I)                                    Power to sanction
any scheme or proposal for the exchange or sale of the Notes for or the
conversion of the Notes into or the cancellation of the Notes in consideration
of shares, stock, notes, bonds, debentures, debenture stock and/or other
obligations and/or securities of the Issuer or any other company formed or to
be formed, or for or into or in consideration of cash, or partly for or into or
in consideration of such shares, stock, notes, bonds, debentures, debenture
stock and/or other obligations and/or securities as aforesaid and partly for or
into or in consideration of cash and for the appointment of some person with
power on behalf of the Noteholders to execute an instrument of transfer of the
Registered Notes held by them in favour of the persons with or to whom the
Notes are to be exchanged or sold respectively.



 94
 








 


19.                                 Any resolution
passed at a meeting of the Noteholders duly convened and held in accordance
with these presents shall be binding upon all the Noteholders whether present
or not present at such meeting and whether or not voting and upon all
Receiptholders and Couponholders and each of them shall be bound to give effect
thereto accordingly and the passing of any such resolution shall be conclusive
evidence that the circumstances justify the passing thereof.  Notice of the result of the voting on any
resolution duly considered by the Noteholders shall be published in accordance
with Condition 13 by the Issuer within 14 days of such result being
known PROVIDED THAT the non-publication of such notice shall not invalidate
such result.


20.                                 The expression Extraordinary Resolution when used in these presents means
(a) a resolution passed at a meeting of the Noteholders duly convened and held
in accordance with these presents by a majority consisting of not less than
three-fourths of the persons voting thereat upon a show of hands or if a poll
is duly demanded by a majority consisting of not less than three-fourths of the
votes cast on such poll; or (b) a resolution in writing signed by or on behalf
of all the Noteholders, which resolution in writing may be contained in one
document or in several documents in like form each signed by or on behalf of
one or more of the Noteholders.


21.                                 Minutes of all
resolutions and proceedings at every meeting of the Noteholders shall be made
and entered in books to be from time to time provided for that purpose by the
Issuer and any such minutes as aforesaid if purporting to be signed by the
Chairman of the meeting at which such resolutions were passed or proceedings
transacted shall be conclusive evidence of the matters therein contained and
until the contrary is proved every such meeting in respect of the proceedings
of which minutes have been made shall be deemed to have been duly held and
convened and all resolutions passed or proceedings transacted thereat to have
been duly passed or transacted.


22.                                 (A)          If and whenever the Issuer shall have
issued and have outstanding Notes of more than one Series the foregoing
provisions of this Schedule shall have effect subject to the following
modifications:


(i)                                     a resolution
which in the opinion of the Trustee affects the Notes of only one Series shall
be deemed to have been duly passed if passed at a separate meeting of the
holders of the Notes of that Series;


(ii)                                  a resolution
which in the opinion of the Trustee affects the Notes of more than one Series
but does not give rise to a conflict of interest between the holders of Notes
of any of the Series so affected shall be deemed to have been duly passed if
passed at a single meeting of the holders of the Notes of all the Series so
affected;


(iii)                               a resolution
which in the opinion of the Trustee affects the Notes of more than one Series
and gives or may give rise to a conflict of interest between the holders of the
Notes of one Series or group of Series so affected and the holders of the Notes
of another Series or group of Series so affected shall be deemed to have been
duly passed only if passed at separate meetings of the holders of the Notes of
each Series or group of Series so affected; and


(iv)                              to all such
meetings all the preceding provisions of this Schedule shall mutatis mutandis apply as though references therein to Notes
and Noteholders were references to the Notes of the Series or group of Series
in question or to the holders of such Notes, as the case may be.


(B)                                If the Issuer
shall have issued and have outstanding Notes which are not denominated in U.S.
dollars in the case of any meeting of holders of Notes of more than one
currency the principal amount of such Notes shall (i) for the purposes of
paragraph 2 above be the equivalent in U.S. dollars at the spot rate of a
bank nominated by the Trustee for the 



 95
 








 


conversion of the relevant currency or currencies into U.S. dollars on
the seventh dealing day prior to the day on which the requisition in writing is
received by the Issuer and (ii) for the purposes of paragraphs 5, 6
and 14 above (whether in respect of the meeting or any adjourned such meeting
or any poll resulting therefrom) be the equivalent at such spot rate on the
seventh dealing day prior to the day of such meeting.  In such circumstances, on any poll each
person present shall have one vote for each U.S.$1 (or such other U.S. dollar
amount as the Trustee may in its absolute discretion stipulate) in principal
amount of the Notes (converted as above) which he holds or represents.


23.                                 Subject to all
other provisions of these presents the Trustee may without the consent of any
of the Issuer, the Guarantor, the Noteholders, the Receiptholders or the
Couponholders prescribe such further regulations regarding the requisitioning
and/or the holding of meetings of Noteholders and attendance and voting thereat
as the Trustee may in its sole discretion think fit.



 96














 


SIGNATORIES


	
  EXECUTED as a DEED by

  	
  )

  	
   

  
	
  COUNTRYWIDE FINANCIAL CORPORATION

  	
  )

  	
   

  
	
  acting by

  	
  )

  	
  JENNIFER S SANDEFUR

  
	
  acting under the authority of that

  	
  )

  	
   

  
	
  company in the presence of:

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness’s Signature:

  	
   

  	
  KEITH JACKSON

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  KEITH JACKSON

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
  5220 LAS VIRGENES

  
	
   

  	
   

  	
  CALABEIAS, CA 91302

  
	
   

  	
   

  	
   

  
	
  Occupation:

  	
   

  	
  ATTORNEY

  
	
   

  	
   

  	
   

  
	
  EXECUTED as a DEED by

  	
  )

  	
   

  
	
  COUNTRYWIDE HOME LOANS,

  	
  )

  	
   

  
	
  INC. acting by

  	
  )

  	
  JENNIFER S SANDEFUR

  
	
  acting under the authority of that

  	
  )

  	
   

  
	
  company in the presence of:

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness’s Signature:

  	
   

  	
  KEITH JACKSON

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  KEITH JACKSON

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
  5220 LAS VIRGENES

  
	
   

  	
   

  	
  CALABEIAS, CA 91302

  
	
   

  	
   

  	
   

  
	
  Occupation:

  	
   

  	
  ATTORNEY

  
	
   

  	
   

  	
   

  
	
  THE COMMON SEAL of DEUTSCHE

  	
  )

  	
   

  
	
  TRUSTEE COMPANY LIMITED

  	
  )

  	
   

  
	
  was affixed to this deed in

  	
  )

  	
  SEAL

  
	
  the presence of:

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Director

  	
   

  	
  SALLY WALKER

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Associate Director

  	
   

  	
  SINEAD CLERKIN

  



 









 



 


	
   

  	
  TRUST DEED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  dated 15 August
  2005 and amended and

  restated on 31 August 2006

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COUNTRYWIDE
  FINANCIAL

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  and

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COUNTRYWIDE
  HOME LOANS,

  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  and

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE
  TRUSTEE COMPANY

  LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  relating to a

  U.S.$5,000,000,000

  Euro Medium Term Note Programme

  



 















  


SIGNATORIES


	
  EXECUTED as a DEED by

  	
  )

  	
   

  
	
  COUNTRYWIDE FINANCIAL CORPORATION

  	
  )

  	
   

  
	
  acting by

  	
  )

  	
  JENNIFER S SANDEFUR

  
	
  acting under the authority of that

  	
  )

  	
   

  
	
  company in the presence of:

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness’s Signature:

  	
   

  	
  DEREK W STARK

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  DEREK W STARK

  
	
   

  	
   

  	
   

  
	
  Address:                

  	
   

  	
  4500 PARK GRANADA

  
	
   

  	
   

  	
  CALABASAS CA 91302

  
	
   

  	
   

  	
   

  
	
  Occupation:

  	
   

  	
  ATTORNEY

  
	
   

  	
   

  	
   

  
	
  EXECUTED as a DEED by

  	
  )

  	
   

  
	
  COUNTRYWIDE HOME LOANS,

  	
  )

  	
   

  
	
  INC. acting by

  	
  )

  	
  JENNIFER S SANDEFUR

  
	
  acting under the authority of that

  	
  )

  	
   

  
	
  company in the presence of:

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness’s Signature:

  	
   

  	
  DEREK W STARK

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  DEREK W STARK

  
	
   

  	
   

  	
   

  
	
  Address:                

  	
   

  	
  4500 PARK GRANADA

  
	
   

  	
   

  	
  CALABASAS CA 91302

  
	
   

  	
   

  	
   

  
	
  Occupation:

  	
   

  	
  ATTORNEY

  
	
   

  	
   

  	
   

  
	
  THE COMMON SEAL of DEUTSCHE

  	
  )

  	
   

  
	
  TRUSTEE COMPANY LIMITED

  	
  )

  	
   

  
	
  was affixed to this deed in

  	
  )

  	
  SEAL

  
	
  the presence of:

  	
  )

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Assistant Secretary

  	
   

  	
  ALAN COLLETTI

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Associate Director

  	
   

  	
  SALLY WALLER

  










  



 


	
  

  	
  DATED 31 AUGUST 2006

  
	
   

  	
   

  
	
   

  	
  COUNTRYWIDE FINANCIAL CORPORATION

  as Issuer

  
	
   

  	
   

  
	
   

  	
  and

  
	
   

  	
   

  
	
   

  	
  COUNTRYWIDE HOME LOANS, INC.

  as Guarantor

  
	
   

  	
   

  
	
   

  	
  and

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE TRUSTEE COMPANY LIMITED

  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FIRST SUPPLEMENTAL TRUST DEED

  
	
   

  	
   

  
	
   

  	
  modifying and restating the provisions of the

  Trust Deed dated 15 August 2005

  U.S.$5,000,000,000

  Euro Medium Term Note Programme

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  For the Issuer and the Guarantor:

  
	
   

  	
   

  
	
   

  	
  GIDE LOYRETTE NOUEL MNP

  Citypoint

  1 Ropemaker Street

  London EC2Y 9HT

  
	
   

  	
   

  
	
   

  	
  For the Trustee:

  
	
   

  	
   

  
	
   

  	
  ALLEN & OVERY LLP

  One New Change

  London EC4M 9QQ