**Exhibit 2.3**

 
|  | **LIMITED  LIABILITY PARTNERSHIP** |
|--|------------------------------------|

 
| 1 | **EXECUTION  COPY** |
|---|---------------------|

 

**ABBINTERNATIONAL FINANCE LIMITED**

as issuer

**PROGRAMMEFOR THE ISSUANCE OF DEBT INSTRUMENTS**

**AMENDEDAND RESTATED FISCAL AGENCY AGREEMENT**

**20 December2006**

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**CONTENTS**
| SECTION                                                                                                                     | ** ** | **Page**                                                        |
|-----------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------|
| ** **                                                                                                                  | ** ** | ** **                                                      | ** ** | ** ** |
| 1.                                                                                                                          |       | Interpretation                                                  |   | 1 |
| 2.                                                                                                                          |       | Appointment Of The Paying Agents And The Registrars             |   | 5 |
| 3.                                                                                                                          |       | The Instruments                                                 |   | 5 |
| 4.                                                                                                                          |       | Issuance Of Instruments                                         |   | 8 |
| 5.                                                                                                                          |       | Replacement Instruments                                         |   | 12 |
| 6.                                                                                                                          |       | Payments To The Fiscal Agent Or The Registrar                   |   | 13 |
| 7.                                                                                                                          |       | Payments To Holders Of Bearer Instruments                       |   | 15 |
| 8.                                                                                                                          |       | Payments To Holders Of Registered Instruments                   |   | 17 |
| 9.                                                                                                                          |       | Miscellaneous Duties Of The Fiscal Agent And The  Paying Agents |   | 17 |
| 10.                                                                                                                         |       | Early Redemption                                                |   | 22 |
| 11.                                                                                                                         |       | Miscellaneous Duties Of The Registrars                          |   | 23 |
| 12.                                                                                                                         |       | Commissions, Fees And Expenses                                  |   | 26 |
| 13.                                                                                                                         |       | Terms Of Appointment                                            |   | 26 |
| 14.                                                                                                                         |       | Changes In Agents                                               |   | 27 |
| 15.                                                                                                                         |       | Substitution                                                    |   | 30 |
| 16.                                                                                                                         |       | Further Issuers                                                 |   | 31 |
| 17.                                                                                                                         |       | Notices                                                         |   | 32 |
| 18.                                                                                                                         |       | Law And Jurisdiction                                            |   | 33 |
| 19.                                                                                                                         |       | Modification                                                    |   | 34 |
| 20.                                                                                                                         |       | Counterparts                                                    |   | 34 |
| 21.                                                                                                                         |       | Contracts (Rights Of Third Parties) Act 1999                    |   | 34 |
| Form Of Temporary Global Instrument (Bearer)                                                                                |       | 35                                                              |
| Form Of Permanent Global Instrument                                                                                         |       | 48                                                              |
| Form Of Definitive Instrument (“ISMA” Format)                                                                     |       | 55                                                              |
| Form Of Registered Instrument                                                                                               |       | 63                                                              |
| Provisions For Meetings Of Holders Of Instruments                                                                           |       | 67                                                              |
| Form Of Deed Of Assumption                                                                                                  |       | 76                                                              |
| Regulations  Concerning Transfers Of Registered Instruments And Exchanges Of Bearer  Instruments For Registered Instruments |       | 82                                                              |
| The Specified Offices Of The Paying Agents And The  Registrars                                                              |       | 84                                                              |

 

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**THIS AMENDED AND RESTATED FISCALAGENCY AGREEMENT** is made on 20 December 2006 and replaces theAmended and Restated Fiscal Agency Agreement dated 8 December 2005 assupplemented.

**BETWEEN**:

(1)                            **ABB INTERNATIONAL FINANCE LIMITED** (“**AIFLTD**”)(the “**Issuer**”, which expression shall, wherethe context so permits, include any Further Issuer as defined in Clause 16.1hereof);

(2)                            **FORTIS BANQUE LUXEMBOURG S.A.**in itscapacities as fiscal agent (the “**Fiscal Agent**”,which expression shall include any successor to Fortis Banque Luxembourg S.A.in its capacity as such) and principal registrar (the “**PrincipalRegistrar**”, which expression shall include any successor to FortisBanque Luxembourg S.A. in its capacity as such); and

(3)                            **FORTIS BANQUE (SUISSE) S.A.**in its capacityas Swiss paying agent for the purposes of article 26 of the Listing Rules ofthe SWX Swiss Exchange (together with the Fiscal Agent, the “**Paying Agents**”, which expression shall include anysubstitute or additional paying agents appointed in accordance herewith).

**WHEREAS:**

(A)                        The Issuerestablished a programme (the “**Programme**”) forthe issuance of debt instruments (the “**Instruments**”)having any maturity up to thirty years, subject to compliance with all legaland/or regulatory requirements and in connection with which they have enteredinto an amended and restated dealership agreement dated 20 December 2006 (the “**Dealership Agreement**”) and made between the Issuer, ABB Ltdand Morgan Stanley & Co. International Limited (the “**Dealer**”,which expression shall include any substitute or additional dealers appointedin accordance with the Dealership Agreement). In respect of bearer Instruments issued in temporary global or permanentglobal form, the Issuer has executed and delivered a deed of covenant dated 10March 1993 (the “**Deed of Covenant**”).

(B)                          Instrumentsmay be issued on a listed or unlisted basis. The Issuer has made an application to the SWX Swiss Exchange (the “**SWX**”) for approval of the Programme, underwhich, upon approval (and subsequent annual approvals of updates of theProgramme), Instruments can be issued and listed on SWX for a period of twelvemonths.

(C)                          Theparties hereto wish to record certain arrangements which they have made inrelation to the Instruments to be issued under the Programme.

**IT IS AGREED** asfollows:

# **1.****                                INTERPRETATION**

## 1.1                           In this Agreement, anyreference to:

“**AuthorisedAmount**” shall have the meaning ascribed in the Dealership Agreement;

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“**Banking Day**”is to a day (other than Saturdays and Sundays) on which commercial banks areopen for business (including dealings in foreign exchange and foreign currencydeposits) in the place where the specified office of the Fiscal Agent or, asthe case may be, the Registrar is located;

a “**Clause**”is, unless the context indicates otherwise, to a Clause in a Section hereof;

“**Clearstream,Luxembourg**” means Clearstream Banking, société anonyme;

a “**Condition**”is to the terms and conditions of the Instruments as appearing in theInformation Memorandum or, in relation to any Tranche or Series of Instruments,such terms and conditions as the same may be amended or supplemented orreplaced as described in the relevant Pricing Supplement or Pricing Supplementsand any reference to a numbered “Condition” is to the correspondingly numberedprovision thereof and “**terms and conditions**”should be construed accordingly;

a “**Coupon**”is to an interest coupon and where the context permits, a Talon, in each caseappertaining to a Definitive Instrument;

“**Euroclear**”is to Euroclear Bank S.A./N.V., as operator of the Euroclear System;

“**Event ofDefault**” is to any of the circumstances or events set out inCondition 7 (as the same may be modified by the relevant Pricing Supplement inrelation to any Tranche of Instruments);

the “**Exchange Act**”is to the United States Securities Exchange Act of 1934;

the “**ExchangeDate**” means the date which is 40 days after the completion of thedistribution of the Instruments comprising the relevant Tranche, as specifiedin the relevant Pricing Supplement;

“**InformationMemorandum**” means the information memorandum the preparation ofwhich has been procured by the Issuer in order to obtain approval by SWX of theProgramme as a “domestic issuance programme” according to the Additional Rulesfor the Listing of Bonds of SWX, together with any information incorporatedtherein by reference, as the same may be amended, supplemented, updated and/orsubstituted from time to time and any further information memorandum preparedin connection with the listing of such Instruments on any other stock exchange(as such further information memorandum may be amended, supplemented, updatedand/or substituted from time to time);

“**InstalmentInstrument**” means an Instrument the principal amount of which isrepayable by instalments;

“**issue date**”means, in relation to any Tranche of Instruments, the date of issue of suchInstruments;

“**local time**”in relation to any payment is to the time in the city or town in which therelevant bank or the relevant branch or office thereof is located and anyreference to “**local banking days**” in relationthereto is to days (other than Saturdays and Sundays) 

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on which commercial banksare open for business (including dealings in foreign exchange and foreigncurrency deposits) in such city or town;

“**Luxembourg Banking Day**” is to a day (otherthan Saturdays and Sundays) on which commercial banks are open for business(including dealings in foreign exchange and foreign currency deposits) inLuxembourg;

“**outstanding**”means, in relation to the Instruments of the Issuer, all the Instruments of theIssuer and any coupons relating thereto other than:

(i)                                         thosewhich have been redeemed in full or purchased and cancelled pursuant toCondition 6;

(ii)                                      thosein respect of which the date for redemption in full (including, but not limitedto, the due date for payment of the final instalment in respect of anInstalment Instrument) has occurred and the redemption moneys therefor(including all interest accrued thereon to such date for redemption) have beenduly paid to the Fiscal Agent or (in the case of Registered Instruments) theRegistrar in the manner provided for in this Fiscal Agency Agreement (and,where appropriate, notice to that effect has been given in accordance withCondition 14) and remain available for payment in accordance with the Conditions;

(iii)                                   anyBearer Instrument which has been exchanged for a Registered Instrument;

(iv)                                  thosewhich have become void under Condition 10 or Condition 9A.06;

(v)                                     (forthe purpose only of ascertaining the amount outstanding and without prejudiceto their status for any other purpose) those Instruments which are alleged tohave been lost, stolen or destroyed and in respect of which replacementInstruments have been issued pursuant to Condition 12;

(vi)                                  thoseInstruments which have been mutilated or defaced and which have beensurrendered or cancelled and in respect of which replacement Instruments havebeen issued pursuant to Condition 12;

(vii)                               anyTemporary Global Instrument to the extent that it has been exchanged forDefinitive Instruments, Registered Instruments or a Permanent GlobalInstrument; and

(viii)                            anyPermanent Global Instrument to the extent that it has been exchanged forDefinitive Instruments.

Provided that for thepurposes of the Fifth Schedule those Instruments which are beneficially heldby, or are held on behalf of, the Issuer or any affiliated company of theIssuer or ABB Ltd or any subsidiary of ABB Ltd and not cancelled shall (unlessand until ceasing to be so held) be deemed not to remain outstanding;

“**principalamount outstanding**” means, on any date, the principal amount of thatInstrument on its date of issue (i) less, in respect of any Instrument anyamount of 

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principal in respect ofthat Instrument that has become due and payable and either has been paid to therelevant holder or in respect of which the Relevant Date (as defined inCondition 8) shall have occurred, and (ii) less, in respect of any partly paidInstrument, any amount that shall not have been paid up in full;

“**Registrar**”is to the Principal Registrar as specified in the relevant Pricing Supplementrelating to Registered Instruments;

“**Regulations**”is to the regulations concerning the transfer of Registered Instruments or forthe exchange of Bearer Instruments for Registered Instruments as may from timeto time be promulgated by the Issuer. The initial such regulations are set out in the Seventh Schedule;

“**RelevantDealer**” means, in respect of any Tranche of Instruments, theinstitution specified as such in the relevant Pricing Supplement or, if thereis only one Dealer in respect of such Tranche of Instruments, such Dealer;

“**Zurich****Banking Day**” isto a day (other than Saturdays and Sundays) on which commercial banks are openfor business (including dealings in foreign exchange and foreign currencydeposits) in Zurich;

the “**specifiedoffice**” of any Paying Agent or any Registrar is to the officespecified against its name in the Eighth Schedule or such other office in thesame city or town as such Paying Agent or, as the case may be, such Registrarmay specify by notice to the Issuer and the other parties hereto in accordancewith Clause 14.7;

a “**Schedule**”is, unless the context indicates otherwise, to a Schedule hereto;

a “**Section**”is, unless the context indicates otherwise, to a Section hereof;

the “**SecuritiesAct**” is to the United States Securities Act of 1933;

a “**Talon**”is to a talon exchangeable for further Coupons; and

a “**Tranche**”is to an issue of Instruments which are identical in all respects (save thatthey may be denominated in different amounts and may comprise Instruments inbearer form and Instruments in registered form), which are intended to beissued on the same closing date.

## 1.2                           Terms used, but not defined,herein shall have the meanings ascribed to them as set out in the terms andconditions of the relevant Instruments.

## 1.3                           Section and Scheduleheadings are for ease of reference only and shall not affect the constructionor interpretation of this Agreement.

## 1.4                           In this Agreement, anyreference to payments of principal, redemption amount or interest includes anyadditional amounts payable in relation thereto under Condition 8.

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# **2.****                                APPOINTMENTOF THE PAYING AGENTS AND THE REGISTRARS**

## 2.1                           The Issuer appoints each ofthe Paying Agents and each of the Registrars at their respective specifiedoffices as its agent in relation to the Instruments for the purposes specifiedin this Agreement and on the terms and conditions applicable thereto and allmatters incidental thereto.  Except wherethe context otherwise requires references to the Paying Agents and theRegistrars are to them acting solely through such respective specifiedoffices.  The obligations of the PayingAgents and the Registrars hereunder are several and not joint.

## 2.2                           Each of the Paying Agentsand each of the Registrars accepts its appointment as agent of each Issuer inrelation to the Instruments and shall perform all matters expressed to beperformed by it in, and otherwise comply with, the terms and conditionsapplicable thereto and the provisions of this Agreement and, in connectiontherewith, shall take all such action as may be incidental thereto.

# **3.****                                TheInstruments**

## 3.1                           Instruments may be issued inseries (each a “**Series**”) and eachSeries may comprise one or more Tranches of Instruments.  Each Tranche will be the subject of a pricingsupplement (each a “**Pricing Supplement**”)prepared by or on behalf of the Issuer or, as the case may be, the relevantDealer, attached to or incorporated by reference into each Instrument of suchTranche and in the case of a Tranche in relation to which application shall bemade for listing on the SWX, lodged with the SWX.

## 3.2                           Instruments may be issued inbearer form or in registered form, as specified in the relevant PricingSupplement.

## 3.3                           The holders of interests inInstruments listed on SWX shall not have the right to request the printing anddelivery of definitive instruments. If the Fiscal Agent deems (i) the printingof definitive instruments and coupons to be necessary or useful or (ii) thepresentation of definitive instruments and coupons to be required by Swiss orforeign laws in connection with the enforcement of the rights of the holders,the Fiscal Agent will provide for such printing. The Issuer hereby irrevocablyauthorises the Fiscal Agent to provide for such printing on its behalf. Thedefinitive instruments will be printed and issued to the holders free of chargein exchange for their interests in the respective global instrument.

## Instruments inbearer form (“**Bearer Instruments**”)will initially be represented by a temporary global instrument, withoutinterest coupons (a “**Temporary GlobalInstrument**”), in bearer form which shall be exchangeable inaccordance with its terms on and from the Exchange Date applicable to theInstruments represented by such Temporary Global Instrument and upon duecertification as described therein, for a permanent global instrument (a “**Permanent Global Instrument**”) representingsuch Bearer Instruments or, if so specified in the relevant Pricing Supplement,for definitive instruments (“**DefinitiveInstruments**”).  In the case ofa Series comprising both Bearer Instruments and Instruments in registered form(“**Registered Instruments**”) theTemporary Global Instrument may be exchanged for Registered Instruments in 

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## accordancewith its terms only on and from the Exchange Date applicable to the Instrumentsrepresented by such Temporary Global Instrument and upon due certification asdescribed therein.  Each Permanent GlobalInstrument will only be exchangeable in accordance with its terms forDefinitive Instruments and/or (in the case of a Series comprising both BearerInstruments and Registered Instruments) Registered Instruments.

## 3.4                           Each Temporary GlobalInstrument shall:

(a)                                      beprinted, lithographed or typewritten in substantially the form (duly completed)set out in the First Schedule but with such modifications, amendments andadditions as the Fiscal Agent, the relevant Dealer and the Issuer shall haveagreed to be necessary;

(b)                                     haveattached thereto or incorporated by reference therein the terms and conditionsapplicable thereto;

(c)                                      beexecuted manually by two directors (or, as the case may be) managing directorsof, or by a duly authorised attorney on behalf of, the Issuer and shall beauthenticated manually by or on behalf of the Fiscal Agent; and

(d)                                     beara unique serial number.

## 3.5                           Each Permanent GlobalInstrument shall:

(a)                                      beprinted, lithographed or typewritten in substantially the form (duly completed)set out in the Second Schedule but with such modifications, amendments andadditions as the Fiscal Agent, the relevant Dealer and the Issuer shall haveagreed to be necessary;

(b)                                     haveattached thereto or incorporated by reference therein the terms and conditionsapplicable thereto;

(c)                                      beexecuted manually by two directors (or, as the case may be) managing directorsof, or by a duly authorised attorney on behalf of, the Issuer and shall beauthenticated manually by or on behalf of the Fiscal Agent; and

(d)                                     beara unique serial number.

## 3.6                           Each Definitive Instrumentshall:

(a)                                      bein substantially the form (duly completed) set out in the Third Schedule butwith such modifications, amendments and additions as the Fiscal Agent, therelevant Dealer and the Issuer shall have agreed to be necessary;

(b)                                     unlessthe contrary is specified in the relevant Pricing Supplement, be in the formatfrom time to time specified by the International Securities Markets Associationor any successor body thereto;

(c)                                      havea unique serial number printed thereon;

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(d)                                     ifso specified in the relevant Pricing Supplement, have attached thereto at thetime of its initial delivery Coupons;

(e)                                      ifso specified in the relevant Pricing Supplement, have attached thereto at thetime of its initial delivery a Talon;

(f)                                        haveendorsed thereon, attached thereto or incorporated by reference therein theterms and conditions applicable thereto;

(g)                                     beexecuted manually or in facsimile by two directors (or, as the case may be)managing directors of the Issuer and authenticated manually by or on behalf ofthe Fiscal Agent;

(h)                                     beprinted in accordance with the requirements of any clearing system by whichsuch Instruments are intended to be accepted; and

(i)                                         beprinted in accordance with the requirements of any stock exchange on which suchInstruments may be listed.

## 3.7                           Each Registered Instrumentshall:

(a)                                      beprinted, lithographed or typewritten in substantially the form (duly completed)set out in the Fourth Schedule but with such modifications, amendments andadditions as the Registrar, the relevant Dealer and the Issuer shall haveagreed to be necessary;

(b)                                     haveendorsed thereon, attached thereto or incorporated by reference therein theterms and conditions applicable thereto; and

(c)                                      beexecuted manually by two directors (or, as the case may be) managing directorsof, or by a duly authorised attorney on behalf of the Issuer or shall beexecuted in facsimile by two directors (or, as the case may be) managingdirectors of the Issuer and, in any case, shall be authenticated manually by oron behalf of the Registrar.

## 3.8                           The Issuer may adopt and usethe signature of any person who at the date of signing a Temporary GlobalInstrument, Permanent Global Instrument or Registered Instrument is anauthorised signatory for such purpose of the Issuer notwithstanding that suchperson may for any reason (including death) have ceased to be such an authorisedsignatory at the time of the creation and issue of the relevant Tranche or theissue and delivery of the relevant Instruments.

## 3.9                           Any facsimile signatureaffixed to an Instrument may be that of a person who is at the time of thecreation and issue of the relevant Tranche an authorised signatory for suchpurpose of the Issuer notwithstanding that such person may for any reason(including death) have ceased to be such an authorised signatory at the time atwhich the relevant Instrument may be delivered.

## 3.10                     Execution in facsimile of anyInstruments and any photostatic copying or other duplication of master GlobalInstruments (in unauthenticated form, but executed 

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## manually on behalf of the Issuer as stated above) shall be binding uponthe Issuer in the same manner as if such Instruments were signed manually bysuch signatories.

## 3.11                     In regard to Instruments listed orto be listed on SWX, the global instruments and definitive instrumentsrepresenting such Instruments shall comply with the regulations of SWX that maybe applicable from time to time.

# **4.****                                ISSUANCEOF INSTRUMENTS**

## 4.1                           Upon the conclusion of anyagreement between the Issuer and any Dealer(s) for the sale by the Issuer andthe purchase by such Dealer(s) of any Instruments the Issuer shall, as soon aspracticable but in any event not later than 3.00 p.m. (Luxembourg time) fourLuxembourg Banking Days, prior to the proposed issue date therefor:

(a)                                      confirmby tested telex or tested fax, to the Fiscal Agent or, if such Instruments areto be Registered Instruments, the Registrar (copied to the Fiscal Agent) allsuch information as the Fiscal Agent or, as the case may be, the Registrar mayreasonably require to carry out its functions under this Agreement and inparticular, if a Temporary Global Instrument or Registered Instruments from thestock provided for in Clause 4.2 is/are to be used, such details as arenecessary to enable it to complete such Temporary Global Instrument orRegistered Instruments, the settlement and payment procedures applicable to therelevant Tranche of Instruments and the account of the Issuer to which paymentshould be made;

(b)                                     delivera duly executed copy of the Pricing Supplement in relation to the relevantTranche to the Fiscal Agent or, as the case may be, the Registrar (copied tothe Fiscal Agent); and

(c)                                      unlessa Temporary Global Instrument or a Registered Instrument from the stockprovided for in Clause 4.2 is to be used and the Issuer shall have providedsuch document to the Fiscal Agent or, as the case may be, the Registrarpursuant to Clause 4.2, ensure that there is delivered to the Fiscal Agent aTemporary Global Instrument (in unauthenticated form but executed on behalf ofthe Issuer and otherwise complete) or, as the case may be, to the RegistrarRegistered Instruments (in unauthenticated form and with the names of theregistered holders left blank but executed on behalf of the Issuer andotherwise complete) in relation to the relevant Tranche.

## 4.2                           The Issuer may, at itsoption, deliver from time to time to the Fiscal Agent a stock of *pro forma* Temporary Global Instruments andPermanent Global Instruments (in unauthenticated form but executed on behalf ofthe Issuer) and/or, to the Registrar, a stock of *pro forma* Registered Instruments (in unauthenticated form butexecuted on behalf of the Issuer).  Anysuch stock of Instruments shall be held in safe custody by the Fiscal Agent or,as the case may be, the Registrar upon trust for the Issuer for use only inaccordance with the written instructions of the Issuer.  The Fiscal Agent or, as the case may be, theRegistrar shall return the stock of Instruments to the Issuer forthwith uponwritten request by the Issuer.

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## 4.3                           The Fiscal Agent or, as thecase may be, the Registrar shall, on behalf of the Issuer, where the relevantInstruments are to be listed on SWX, deliver a copy of the Pricing Supplementin relation to the relevant Tranche to the Listing Agent as soon as practicablebut in any event not later than 2.00 p.m. (local time) two Zurich Banking Daysprior to the proposed issue date therefor.

## 4.4                           The provisions of thisClause 4.4 shall apply to each Tranche of Instruments unless otherwise agreedbetween the Issuer, the Relevant Dealer and the Fiscal Agent or (in the case ofRegistered Instruments) the Registrar.  On or before 10.00 a.m. (local time) twoBanking Days prior to the issue date in relation to each Tranche, the FiscalAgent or, as the case may be, the Registrar shall authenticate and deliver tothe relevant depositary for Euroclear and/or Clearstream, Luxembourg and/or anyother relevant clearing system the relevant Temporary Global Instrument or, asthe case may be, Registered Instruments together with instructions to Euroclearor Clearstream, Luxembourg or such other clearing system to credit the Instrumentsrepresented by such Temporary Global Instrument or the Registered Instrumentsto such securities account(s) on a delivery against payment basis (or on suchother basis as shall have been agreed between the Issuer and the RelevantDealer and notified to the Fiscal Agent) as shall have been notified to theFiscal Agent by the Issuer.

The Fiscal Agentshall give instructions to Euroclear and/or Clearstream, Luxembourg and/or anyother relevant clearing system to credit Instruments represented by a TemporaryGlobal Instrument or, as the case may be, Registered Instruments registered inthe name of the relevant depositary, to the Fiscal Agent’s distributionaccount.  Unless otherwise agreed inrespect of any Tranche of Instruments by the Issuer and the Relevant Dealer andnotified to the Fiscal Agent each Instrument which is so credited to the FiscalAgent’s distribution account with Euroclear or Clearstream, Luxembourg or suchother clearing system following the delivery of a Temporary Global Instrumentor Registered Instrument to the relevant depositary shall be held to the orderof the Issuer pending delivery to the relevant Dealer(s) on a delivery againstpayment basis in accordance with the normal procedures of Euroclear orClearstream, Luxembourg or such other clearing system, as the case may be.  The Fiscal Agent shall on the issue date inrespect of the relevant Tranche and against receipt of funds from the relevantDealer(s) transfer (with same value date) the proceeds of issue to the Issuerto the account notified in accordance with Clause 4.1 above.

## 4.5                           If the Fiscal Agent or, asthe case may be, the Registrar should pay an amount (an “**advance**”) to the Issuer in the belief thata payment has been or will be received from a Dealer and if such payment is notreceived by the Fiscal Agent or, as the case may be, the Registrar on the datethat the Fiscal Agent or, as the case may be, the Registrar pays the Issuer,the Issuer shall forthwith repay the advance (unless prior to such repaymentthe payment is received from the Dealer) and shall pay interest on such amountwhich shall accrue (as well after as before judgment) on the basis of a year of360 days (365 days (or 366 days, in the case of a leap year) in the case of anadvance paid in sterling) and the actual number of days elapsed from the dateof payment of such advance until the earlier of (i) repayment of the advance or(ii) receipt by the 

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## Fiscal Agent or, as the case may be, the Registrar of the payment fromthe Dealer, and at the rate per annum which is the aggregate of one per cent.per annum and the rate per annum specified by the Fiscal Agent or, as the casemay be, the Registrar as reflecting its cost of funds for the time being inrelation to the unpaid amount.

## 4.6                           Unless a Permanent Global Instrumentfrom the stock provided for in Clause 4.2 is to be used and the Issuer hasprovided such document to the Fiscal Agent pursuant to Clause 4.2, the Issuershall, in relation to each Tranche of Bearer Instruments, ensure that there isdelivered to the Fiscal Agent not less than four Luxembourg Banking Days beforethe Exchange Date for the relevant Temporary Global Instrument, the PermanentGlobal Instrument (in unauthenticated form but executed by the Issuer andotherwise complete) in relation thereto or, as the case may be, the DefinitiveInstruments or Registered Instruments (in unauthenticated form but executed bythe Issuer and otherwise complete) in relation thereto.  If, in the case of a Series comprising bothBearer Instruments and Registered Instruments, the Temporary Global Instrumentis exchangeable for Definitive Instruments and/or Registered Instruments,(unless a Registered Instrument from the stock provided for in Clause 4.2 is tobe used and the Issuer shall have provided such document to the Registrarpursuant to Clause 4.2) the Issuer shall ensure that there is delivered to theRegistrar, sufficient Registered Instruments to enable the Registrar to effectexchanges of interests in the Temporary Global Instrument for Registered Instrumentsin accordance with the terms of the Temporary Global Instrument.  The Fiscal Agent or, as the case may be, theRegistrar, shall authenticate and deliver such Permanent Global Instrument or,as the case may be, Definitive Instruments and/or Registered Instruments inaccordance with the terms hereof and of the relevant Temporary GlobalInstrument.

## 4.7                           The Issuer shall, inrelation to each Tranche of Bearer Instruments which is represented by aPermanent Global Instrument in relation to which an exchange notice has beengiven in accordance with the terms of such Permanent Global Instrument, ensurethat there is delivered to the Fiscal Agent not less than ten LuxembourgBanking Days before the day on which the relevant notice period expires theDefinitive Instruments (in unauthenticated form but executed by the Issuer andotherwise complete) in relation thereto. If, in the case of a Series comprising both Bearer Instruments andRegistered Instruments, the Permanent Global Instrument is exchangeable forDefinitive Instruments and/or Registered Instruments, (unless a RegisteredInstrument from the stock provided for in Clause 4.2 is to be used and theIssuer shall have provided such document to the Registrar pursuant to Clause4.2) the Issuer shall ensure that there is delivered to the Registrar,sufficient Registered Instruments to enable the Registrar to effect exchangesof interests in the Permanent Global Instrument for Registered Instruments inaccordance with the terms of the Permanent Global Instrument.  The Fiscal Agent or, as the case may be, theRegistrar, shall authenticate and deliver such Definitive Instruments and/orRegistered Instruments in accordance with the terms hereof and of the relevantPermanent Global Instrument.

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## 4.8                           Where any Definitive Instrumentswith Coupons attached are to be delivered in exchange (not earlier than theExchange Date) for a Temporary Global Instrument or a Permanent GlobalInstrument, the Fiscal Agent shall ensure that such Definitive Instrumentsshall have attached thereto only such Coupons as shall ensure that neither lossnor gain of interest shall accrue to the bearer thereof.

## 4.9                           The Fiscal Agent or, as thecase may be, the Registrar shall hold in safe custody and in trust for theaccount of, and to the order of, the Issuer all unauthenticated TemporaryGlobal Instruments, Permanent Global Instruments, Definitive Instruments or, asthe case may be, Registered Instruments delivered to it in accordance with thisSection 4, Section 5 or Section 11 and shall ensure that the same areauthenticated and delivered only in accordance with the terms hereof and, ifapplicable, the relevant Temporary Global Instrument or Permanent GlobalInstrument.

## 4.10                     The Fiscal Agent and the Registrarare authorised by the Issuer to authenticate such Temporary Global Instruments,Permanent Global Instruments, Definitive Instruments or, as the case may be,Registered Instruments as may be required to be authenticated hereunder by thesignature of any of their respective officers or any other person dulyauthorised for the purpose by the Fiscal Agent or, as the case may be, theRegistrar.

## 4.11                     On each occasion on which aportion of a Temporary Global Instrument or a Permanent Global Instrument isexchanged for a portion of a Permanent Global Instrument or, as the case maybe, for Definitive Instruments and/or Registered Instruments, the Fiscal Agentshall note or procure that there is noted on the Schedule to, or in the absenceof a Schedule, on the face of, the Temporary Global Instrument or, as the casemay be, Permanent Global Instrument the aggregate principal amount thereof soexchanged and the remaining principal amount of the Temporary Global Instrumentor, as the case may be, Permanent Global Instrument (which shall be theprevious principal amount thereof less (or, in the case of a Permanent GlobalInstrument in respect of an exchange of a portion of a Temporary GlobalInstrument for a Permanent Global Instrument, plus) the aggregate principalamount so exchanged) and shall procure the signature of such notation on itsbehalf.  The Fiscal Agent shall forthwithcancel or procure the cancellation of each Temporary Global Instrument or, asthe case may be, Permanent Global Instrument against surrender of which it hasmade full exchange for a Permanent Global Instrument or Definitive Instrumentsand/or Registered Instruments.

## 4.12                     The Issuer shall, in relation toeach series of Definitive Instruments to which a Talon is attached upon theinitial delivery thereof, on each occasion on which a Talon becomesexchangeable for further Coupons, not less than five Luxembourg Banking Daysbefore the date on which the final Coupon comprised in any Coupon sheet (whichincludes a Talon) matures (“**Talon ExchangeDate**”), ensure that there is delivered to the Fiscal Agent suchnumber of Coupon sheets as may be required in order to enable the Paying Agentto fulfil their obligation under Clause 4.13 hereof.

## 4.13                     The Paying Agent shall on or afterthe Talon Exchange Date in respect of such Talon deliver a Coupon sheet againstthe presentation and surrender of such Talon provided 

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## that if any Talon is presented and surrendered for exchange to anyPaying Agent and the Replacement Agent (as defined in Clause 5.1) has delivereda replacement therefor the Paying Agent shall forthwith notify the Fiscal Agentwhich shall immediately inform the Issuer of such presentation and surrenderand the Paying Agent shall not exchange against the same unless and until it isso instructed in writing by the Fiscal Agent. The Paying Agent which makes an exchange as set out in this Clause 4.13shall cancel each Talon surrendered to it and in respect of which a Couponsheet shall have been delivered and shall (if such Paying Agent is not theFiscal Agent) forthwith deliver the cancelled Talon to the Fiscal Agent.

## 4.14                     The Issuer undertakes to notifythe Fiscal Agent of any changes in the identity of the Dealers and the FiscalAgent agrees to notify the other Paying Agents and Registrars thereof as soonas reasonably practicable thereafter.

# **5.****                                REPLACEMENTINSTRUMENTS**

## 5.1                           The Fiscal Agent or, as thecase may be, the Registrar (in such capacity “**ReplacementAgent**”) shall in accordance with the instructions of the Issuer andthe terms and conditions (subject to the provisions of Clause 5.2 below)authenticate and deliver a Temporary Global Instrument, Permanent GlobalInstrument, Definitive Instrument, Coupon or, as the case may be, RegisteredInstrument as a replacement for any of the same which has been mutilated ordefaced or which has or has been alleged to have been destroyed, stolen or lostprovided that no Temporary Global Instrument, Permanent Global Instrument,Definitive Instrument, Coupon or Registered Instrument shall be delivered as areplacement for any of the same which has been mutilated or defaced otherwisethan against surrender of the same and any replacement Definitive Instrumentshall have the same number of Coupons and, if applicable, a Talon as areattached to the mutilated or defaced Definitive Instrument so replaced.

## 5.2                           The Replacement Agent shallnot issue any replacement Temporary Global Instrument, Permanent GlobalInstrument, Definitive Instrument, Coupon or, as the case may be, RegisteredInstrument unless the claimant shall have:

(i)                                         paidsuch costs as may be incurred; and

(ii)                                      furnished(in the case of destroyed, lost or stolen Instruments) such evidence, security,indemnity and otherwise as the Issuer may require.

## 5.3                           Each replacement TemporaryGlobal Instrument, Permanent Global Instrument, Definitive Instrument, Couponor Registered Instrument delivered hereunder shall bear a unique serial number.

## 5.4                           The Replacement Agent shallcancel each mutilated or defaced Temporary Global Instrument, Permanent GlobalInstrument, Definitive Instrument, Coupon or Registered Instrument surrenderedto it and in respect of which a replacement has been delivered.

## 5.5                           The Replacement Agent shallforthwith notify the Issuer, and (in the case of Bearer Instruments) the otherPaying Agents of the delivery by it in accordance herewith of 

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## any replacement Temporary Global Instrument, Permanent GlobalInstrument, Definitive Instrument, Coupon or Registered Instrument, specifyingthe serial number thereof and the serial number (if any and if known) of theInstrument which it replaces and confirming (if such be the case) that theInstrument which it replaces has been cancelled.

## 5.6                           The Issuer shall ensure thatthe Replacement Agent has available to it supplies of such Temporary GlobalInstruments, Permanent Global Instruments, Definitive Instruments, Coupons andRegistered Instruments, as the case may be, as shall be necessary to effect thedelivery of replacement Instruments under this Section 5.

## 5.7                           Each of the Fiscal Agent,the Registrar and the Replacement Agent undertake to notify the Issuer if itholds insufficient Instruments or Coupons to fulfil its respective obligationsunder Section 4 and this Section 5.

## 5.8                           Unless the Issuer instructsotherwise, the Replacement Agent shall destroy each mutilated or defacedTemporary Global Instrument, Permanent Global Instrument, DefinitiveInstrument, Coupon or Registered Instrument surrendered to and cancelled by itand in respect of which a replacement has been delivered and shall as soon aspossible but not later than three months after such destruction furnish theIssuer with a certificate as to such destruction and specifying the serialnumbers of the Temporary Global Instrument, Permanent Global Instrument,Definitive Instruments and Registered Instruments in numerical sequence and thetotal number by maturity date of Coupons (and distinguishing any Talon inrespect thereof) so destroyed.

# **6.****                                PAYMENTSTO THE FISCAL AGENT OR THE REGISTRAR**

## 6.1                           In order to provide for thepayment of interest and principal or, as the case may be, any other redemptionamount payable in respect of the Instruments of each Series as the same shallbecome due and payable the Issuer shall pay to the Fiscal Agent or, as the casemay be, the Registrar on or before the date on which such payment becomes duean amount equal to the amount of principal, redemption amount or, as the casemay be, interest then becoming due in respect of such Instruments.

## 6.2                           Each amount payable by theIssuer under Clause 6.1 shall be paid unconditionally by credit transfer in thecurrency in which the Instruments of the relevant Series are denominated or, ifdifferent, payable and in immediately available, freely transferable funds notlater than 10.00 a.m. (local time) on the relevant day to such account withsuch bank as the Fiscal Agent or, as the case may be, the Registrar may bynotice to the Issuer have specified for the purpose.  If the due date for payment in respect of anyInstruments is not, in respect of such Instruments, a Relevant Financial CentreDay (as defined in Condition 9B.02 of the terms and conditions of the relevantInstruments) then payment will be made on the next following Relevant FinancialCentre Day (or, in the case of Instruments denominated or, if different,payable in Euro on the next following day which is a TARGET Business Day (asdefined in Condition 5B.04 of the terms and conditions of theInstruments).  The Fiscal Agent or, asthe case may be, the Registrar shall give not less than 14 nor more than 21days’ notice to the Issuer of the due date for, and amount of, each payment inrespect of the Instruments.  The Issuer 

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## shall, before 10.00 a.m. (local time) at least two Luxembourg BankingDays before the due date of each payment by it under Clause 6.1, confirm to theFiscal Agent or, as the case may be, the Registrar by tested telex or testedfax that it has given irrevocable instructions for the transfer of the relevantfunds to the Fiscal Agent or, as the case may be, the Registrar and the nameand the account of the bank through which such payment is being made.

## 6.3                           The Fiscal Agent and eachRegistrar shall be entitled to deal with each amount paid to it hereunder inthe same manner as other amounts paid to it as a banker by its customersProvided that:

(a)                                      itshall not against the Issuer exercise any lien, right of set-off orsimilar claim in respect thereof; and

(b)                                     itshall not be liable to any person for interest thereon.

## 6.4                           All moneys paid to theFiscal Agent by the Issuer in respect of any Instrument shall be held by theFiscal Agent from the moment when such moneys are received until the time ofactual payment thereof, upon trust to apply the same in accordance with Section7, and the Fiscal Agent shall not be obliged to repay any such amount unless oruntil claims against the Issuer in respect of the relevant Instruments areprescribed or the relevant payment becomes void or ceases in accordance withthe terms and conditions, in which event it shall forthwith repay to the Issuersuch portion of such amount as relates to such payment by paying the same bycredit transfer to such account with such bank as the Issuer may by notice tothe Fiscal Agent have specified for the purpose.

## 6.5                           (a)             The Fiscal Agent or, as the case may be, the Registrarshall forthwith notify the Paying Agents and the Issuer by telex or fax orcable if, by 10.00 a.m. (local time) on the due date for any payment to itunder Clause 6.1, it has not received confirmation that the Issuer has givenirrevocable instructions for payment to be made as referred to in Clause 6.2.

(b)                                 TheFiscal Agent or, as the case may be, the Registrar shall forthwith (and in anyevent within one Relevant Financial Centre Day in respect of the relevantInstruments) notify the Issuer if it has not received from the Issuer in themanner provided herein full payment on the due date of any amount with respectto the Instruments.

(c)                                  Ifthe Fiscal Agent or, as the case may be, the Registrar has not received thefull amount payable by the due date but receives such amount later it shall:

(i)                        forthwithso notify the other Paying Agents; and

(ii)                     forthwithgive notice to the holders of the Instruments in accordance with Condition 14that it has received such full amount.

## 6.6                           All moneys paid to theRegistrar by the Issuer in respect of any Instrument shall be held by theRegistrar from the moment when such moneys are received until the time 

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## of actual payment thereof, upon trust to apply the same in accordancewith Section 8, and the Registrar shall not be obliged to repay any such amountunless or until the claims against the Issuer in respect of the relevantRegistered Instruments are prescribed or the relevant payment becomes void orceases in accordance with the terms and conditions, in which event it shallforthwith repay to the Issuer such portion of such amount as relates to suchclaims in respect of the relevant Registered Instruments by paying the same bycredit transfer to such account with such bank as the Issuer may by notice tothe Registrar have specified for the purpose.

# **7.****                                PAYMENTSTO HOLDERS OF BEARER INSTRUMENTS**

## 7.1                           Each Paying Agent shall makepayments of interest, principal or, as the case may be, redemption amount inrespect of Bearer Instruments in accordance with the terms and conditionsapplicable thereto (and, in the case of a Temporary Global Instrument or aPermanent Global Instrument, the terms thereof) Provided that:

(a)                                      ifany Temporary Global Instrument, Permanent Global Instrument, DefinitiveInstrument or Coupon is presented or surrendered for payment to any PayingAgent and such Paying Agent has delivered a replacement therefor or has beennotified that the same has been replaced, such Paying Agent shall forthwithnotify the Fiscal Agent (which shall immediately notify the Issuer) of suchpresentation or surrender and shall not make payment against the same until itis so instructed in writing by the Issuer and has received the amount to be sopaid;

(b)                                     ifany Temporary Global Instrument or Permanent Global Instrument is presented orsurrendered for payment to any Paying Agent other than the Fiscal Agent, suchPaying Agent shall (without prejudice to Clause 7.3) forthwith notify theFiscal Agent of that fact;

(c)                                      unlessand until the full amount of any payment has been transferred to the FiscalAgent, none of the Paying Agents shall be bound to make payments on behalf ofthe Issuer in respect of the Instruments;

(d)                                     inthe absence of contrary notification from the Fiscal Agent on the due date forany payment in respect of the Instruments of any Series, the Paying Agentsshall assume that the Fiscal Agent has received the full amount so due inrespect of such Instruments and shall be entitled:

(i)                        to paymaturing Instruments and Coupons in accordance with the terms and conditions;and

(ii)                     to claim anyamounts so paid by it from the Fiscal Agent;

(e)                                      eachPaying Agent shall (in the case of the Temporary Global Instrument or PermanentGlobal Instrument, in accordance with the directions of the Fiscal Agent)cancel or procure the cancellation of each Temporary Global Instrument,Permanent Global Instrument, Definitive Instrument (in the case of earlyredemption, together with such unmatured Coupons or unexchanged 

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Talons as areattached to or are surrendered with it at the time of such redemption), or, asthe case may be, Coupon against surrender of which it has made full payment andshall (if such Paying Agent is not the Fiscal Agent) forthwith deliver orprocure the delivery of each Temporary Global Instrument, Permanent GlobalInstrument, Definitive Instrument (together with as aforesaid) or Coupon so cancelledby it to the Fiscal Agent together with all relevant details; and

(f)                                        inthe case of payment of interest, principal or, as the case may be, redemptionamount against presentation of a Temporary Global Instrument or a PermanentGlobal Instrument or in the case of payment of an instalment in respect of anInstalment Instrument against presentation of a Definitive Instrument, therelevant Paying Agent shall (in the case of the Temporary Global Instrument orPermanent Global Instrument, in accordance with the directions of the FiscalAgent) note or procure that there is noted on the Schedule thereto, or in theabsence of a Schedule, on the face thereof, the amount of such payment and, inthe case of payment of principal or redemption amount, the remaining principalamount of the relevant Instrument (which shall be the previous principal amountless the amount of principal or, as the case may be, the principal amount inrespect of which redemption amount has then been paid) and shall procure thesignature of such notation on its behalf.

## 7.2                           None of the Paying Agentsshall exercise any lien, right of set-off or similar claim against anyperson to whom it makes any payment under Clause 7.1 in respect thereof, norshall any commission or expense be charged by it to any such person in respectthereof.

## 7.3                           If a Paying Agent other thanthe Fiscal Agent makes any payment in accordance with Clause 7.1:

(a)                                      itshall notify the Fiscal Agent of the amount so paid by it, the serial number ofthe Temporary Global Instrument, Permanent Global Instrument, DefinitiveInstrument or Coupon against presentation or surrender of which payment ofinterest, principal or redemption amount was made and the number of Coupons bymaturity against which payment of interest was made; and

(b)                                     theFiscal Agent shall on demand promptly reimburse such Paying Agent for theamount so properly paid by it by payment out of the funds received by it underClause 6.1 of an amount equal to the amount so paid by it by paying the same bycredit transfer to such account with such bank as such Paying Agent may bynotice to the Fiscal Agent have specified for the purpose.

## 7.4                           If the Fiscal Agent makesany payment in accordance with Clause 7.1 out of its own funds, it shall beentitled to appropriate for its own account out of the funds received by itunder Clause 6.1 an amount equal to the amount so paid by it.

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## 7.5                           If atany time and for any reason a Paying Agent makes a partial payment in respectof any Temporary Global Instrument, Permanent Global Instrument, DefinitiveInstrument or Coupon surrendered for payment to it, such Paying Agent shallendorse thereon a statement indicating the amount and date of such payment.

# **8.****                               **Paymentsto Holders of Registered Instruments

## 8.1                           TheRegistrar shall make payments of interest, principal or, as the case may be,redemption amount in respect of Registered Instruments in accordance with theterms and conditions applicable thereto Provided that unless and until the fullamount of any payment has been transferred to the Registrar, the Registrarshall not be bound to make payments on behalf of the Instruments.

## 8.2                           TheRegistrar shall not exercise any lien, right of set-off or similar claimagainst any person to whom it makes any payment under Clause 8.1 in respectthereof, nor shall any commission or expense be charged by it to any suchperson in respect thereof.

## 8.3                           If aRegistrar makes any payment in accordance with Clause 8.1 out of its own funds,it shall be entitled to appropriate for its own account out of the fundsreceived by it under Clause 6.1 an amount equal to the amount so paid by it.

## 8.4                           If atany time and for any reason a Registrar makes a partial payment in respect ofany Registered Instrument surrendered for payment to it, such Registrar shallendorse thereon a statement indicating the amount and date of such payment.

# **9.****                                MISCELLANEOUSDUTIES OF THE FISCAL AGENT AND THE PAYING AGENTS**

***Cancellation,destruction and records***

## 9.1                           TheFiscal Agent shall:

(a)                                      maintaina complete record of all Temporary Global Instruments, Permanent GlobalInstruments, Definitive Instruments and Coupons delivered hereunder and oftheir redemption, payment, exchange, cancellation, mutilation, defacement,alleged destruction, theft or loss or replacement provided that no record needbe maintained of the serial numbers of Coupons save insofar as that a recordshall be maintained of the serial numbers of unmatured Coupons missing at thetime of redemption or other cancellation of the relevant Definitive Instrumentsand of any subsequent payments against such Coupons and shall send forthwith tothe other Paying Agents a list of any unmatured Coupons and/or unexchangedTalons missing upon redemption of the relevant Definitive Instrument;

(b)                                     maintaina record of all certifications received by it in accordance with the provisionsof any Temporary Global Instrument;

(c)                                      uponrequest by the Issuer, inform the Issuer of the spot rate of exchange quoted byit for the purchase of the currency in which the relevant Instruments aredenominated against payment of United States dollars (or such 

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other currencyspecified by the Issuer) on the date on which the Relevant Agreement (asdefined in the Dealership Agreement) in respect of such Instruments was made;

(d)                                     inrelation to each series of Instruments the terms and conditions applicable towhich provide that the rate of interest or redemption amount or any calculationapplicable thereto shall be determined by the Fiscal Agent, determine such rateof interest or redemption amount or make such calculation from time to time onthe basis therein and take all such actions as may to it seem reasonablyincidental thereto including, without limitation, the notification of all ratesand amounts so determined and the maintenance of all appropriate records; and

(e)                                      makesuch records available for inspection at all reasonable times by the Issuer andthe other Paying Agents.

## 9.2                           ThePaying Agents shall make available to the Fiscal Agent such information as mayreasonably be required for the maintenance of the records referred to in Clause9.1.

## 9.3                           Inrelation to any Instruments purchased by the Issuer or any of its affiliatedcompanies, the Issuer may deliver to the Fiscal Agent Definitive Instrumentsand unmatured Coupons appertaining thereto for cancellation or, as the case maybe, may procure the delivery to the Fiscal Agent of a Temporary GlobalInstrument or a Permanent Global Instrument with instructions to cancel aspecified aggregate principal amount of Instruments represented thereby (whichinstructions shall be accompanied by evidence satisfactory to the Fiscal Agentthat the Issuer is entitled to give such instructions) whereupon the FiscalAgent shall cancel such Definitive Instruments and Coupons or, as the case maybe, note or procure that there is noted on the Schedule to, or in the absenceof a Schedule, on the face of, such Temporary Global Instrument or PermanentGlobal Instrument the aggregate principal amount of Instruments so to becancelled and the remaining principal amount thereof (which shall be theprevious principal amount thereof less the aggregate principal amount of theInstruments so cancelled) and shall procure the signature of such notation onits behalf.

## 9.4                           As soonas possible (and in any event within three months) after each interest or otherpayment date in relation to any Series of Bearer Instruments, after each dateon which Instruments are cancelled in accordance with Clause 9.3, and aftereach date on which the Instruments fall due for redemption, the Fiscal Agentshall notify the Issuer and the other Paying Agents (on the basis of theinformation available to it) of:

(i)                                         theaggregate principal amount paid on, and the serial numbers of all Instrumentsredeemed, surrendered and cancelled and the serial numbers of any DefinitiveInstruments which have not yet been surrendered for payment;

(ii)                                      foreach date for the payment of interest, the total number of Coupons paid and theaggregate amount paid thereon;

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(iii)                                   theaggregate principal amount and serial numbers of Instruments purchased andcancelled; and

(iv)                                  thetotal number by maturity date of unmatured Coupons missing from Instrumentsredeemed or purchased and surrendered and the serial numbers of the Instrumentsto which such missing unmatured Coupons appertained.

## 9.5                           TheFiscal Agent shall (unless the Issuer otherwise requests) destroy eachTemporary Global Instrument, Permanent Global Instrument, Definitive Instrumentand Coupon delivered to or cancelled by it in accordance with Clauses 4.11,4.13, paragraph (d) of Clause 7.1, Clause 9.14, Clause 11.13 or (where there isno principal amount remaining of such Temporary Global Instrument or PermanentGlobal Instrument) delivered to and cancelled by it in accordance with Clause9.3, in which case it shall as soon as possible (and in any event within 3months of such destruction) furnish the Issuer with a certificate as to suchdestruction and specifying the serial numbers of the Temporary GlobalInstrument, Permanent Global Instrument, Definitive Instruments in numericalsequence and the total number by maturity date of Coupons (distinguishingTalons) so destroyed.

***Meetingsof Holders of Instruments***

## 9.6                           EachPaying Agent shall, at the request of the holder of any Bearer Instrument issuevoting certificates and block voting instructions in a form and manner whichcomply with the provisions of the Fifth Schedule (except that it shall not berequired to issue the same less than forty-eight hours before the timefixed for any meeting therein provided for) and will perform the otherfunctions specified in the Fifth Schedule. The provisions contained in the Fifth Schedule will have full effect inthe like manner as if they had been expressly incorporated herein in full.  Each Paying Agent shall keep a full record ofvoting certificates and block voting instructions issued by it and will give tothe Issuer not less than twenty-four hours before the time appointed forany meeting or adjourned meeting full particulars of all voting certificatesand block voting instructions issued by it in respect of such meeting oradjourned meeting.

***Documentsand Forms***

## 9.7                           TheIssuer shall provide to the Fiscal Agent for distribution among the PayingAgents:

(a)                                      specimenInstruments;

(b)                                     sufficientcopies of all documents required to be available for issue or inspection asprovided in the Information Memorandum or, in relation to any Instruments, theterms and conditions or Pricing Supplement in respect of such Instruments; and

(c)                                      inthe event that the provisions of such Condition become relevant in relation toany Instruments, the certificate contemplated under the Condition headed “EarlyRedemption for Taxation Reasons”.

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## 9.8                           EachPaying Agent shall make available for examination or use during normal businesshours at its specified office such documents as may be specified as soavailable at the specified office of such agent in the Information Memorandumor, in relation to any Instruments, the terms and conditions or PricingSupplement in respect of such Instruments, or as may be required by any stockexchange on which the Instruments may be listed and, without prejudice to thegenerality of the foregoing, the Fiscal Agent and the Paying Agent with itsspecified offices in Luxembourg and Zurich respectively, shall make availablefor examination or use during normal business hours at its specified officecopies of the Information Memorandum and each Pricing Supplement and all otherdocuments listed in paragraph 8 of the General Information Section of theInformation Memorandum and, in the event that the provisions of such Conditionbecome relevant, the certificate contemplated in the Condition headed “EarlyRedemption for Taxation Reasons”.

***Notifications***

## 9.9                           TheFiscal Agent shall make all necessary notifications (including the submissionof documents or reports where required) to and with the Bank of England and theMinistry of Finance in Japan in connection with Instruments denominated inPounds Sterling and Yen respectively and other similar notifications (includingthe submission of documents or reports where required) as may be required inrespect of any other Instruments.  Withinone week after the end of each calendar month, the Fiscal Agent shall notifythe Bank of England of the principal amount of each Tranche of Instrumentsdenominated in Sterling (i) outstanding as at the end of the relevant calendarmonth and (ii) issued and redeemed since the previous such notification (orsince the date of this Fiscal Agency Agreement, as the case may be).  Such notification shall be made even if nosuch Instruments were outstanding as at such time or issued or redeemed duringsuch calendar month.  Such notificationshall be consistent with the requirements from time to time of the Bank ofEngland.  Within fifteen days after theend of each calendar month, the Fiscal Agent shall submit a report in Japaneseto the Ministry of Finance in Japan in respect of each Tranche of Instrumentsdenominated in Yen issued during the relevant calendar month.  Such report shall be submitted even if nosuch Instruments were issued during such calendar month.  Such report shall be consistent with therequirements from time to time of the Ministry of Finance of Japan.

## 9.10                     The FiscalAgent agrees with the Issuer that, to the extent that it is notified by eachrelevant Dealer that the distribution of the Instruments of any Tranche iscomplete it will notify the Issuer and the relevant Dealers of the completionof distribution of the Instruments of any Tranche which are sold to or throughmore than one Dealer as contemplated in Schedule 1 to the Dealership Agreement.

***Notices***

## 9.11                     Forthwithupon receipt by the Fiscal Agent of any notice or other communication from oron behalf of the holder of any Instrument in relation to any Instrument, theFiscal Agent shall forward a copy of the notice or communication to theIssuer.  Each of the 

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## Paying Agentsagrees to notify the Fiscal Agent forthwith in the event that it receives anysuch notice or communication.

## 9.12                     The FiscalAgent shall, upon and in accordance with the instructions of the Issuer but nototherwise promptly arrange for the publication of any notices required to begiven to the holders of Bearer Instruments in accordance with the terms andconditions of the relevant Instruments or required to comply with therequirements of any stock exchange on which the relevant Instruments may belisted and shall supply a copy thereof to each other Paying Agent.

***Indemnity***

## 9.13                     Each of thePaying Agents shall severally indemnify the Issuer and each of them against anydirect loss, liability, cost, claims, action, demand or expense incurred by theIssuer as a result of or arising out of or in relation to or in connection withany breach by such Paying Agent, or any person acting on its behalf, of theterms of this Agreement, or as a result of its wilful misconduct, negligence orbad faith or that of its agents, officers or employees.  The Issuer and each of them shall remainentitled to the benefit and each of the Paying Agents shall be subject to theprovisions of this Clause 9.13 notwithstanding the provisions of Clause 14.5.

***Exchangeof Bearer Instruments for Registered Instruments***

## 9.14                     In relationto any Series comprising Bearer and Registered Instruments, the Fiscal Agentshall receive requests to effect exchanges of Bearer Instruments for RegisteredInstruments together with the relevant Bearer Instruments, inform the Registrar(specifying (i) the aggregate principal amount of such Bearer Instruments, (ii)the name(s) and address(es) to be entered on the Register as the holder(s) ofthe Registered Instrument(s) and (iii) the denomination(s) of the RegisteredInstrument(s)) and assist in the issue of the Registered Instrument(s) inaccordance with the terms and conditions applicable thereto and in accordancewith the Regulations.  The Fiscal Agentshall, on the exchange date (as defined in Condition 2.06) applicable to such exchangeof Bearer Instruments for Registered Instruments, cancel such BearerInstruments.

# **10.****                         EARLYREDEMPTION**

## 10.1                     If the Issuerintends (other than consequent upon an Event of Default) to redeem all or anyof the Instruments prior to their stated maturity date it shall not less than15 days prior to the latest date for the publication of the notice ofredemption required to be given to the holders of any Instruments, give noticeof such intention to the Fiscal Agent or, in the case of RegisteredInstruments, the Registrar (copied to the Fiscal Agent) stating the date onwhich such Instruments are to be redeemed.

## 10.2                     In respect ofany Instruments to which Condition 6.06 applies or which carries any otherright of redemption at the option of the holders of such Instruments, theIssuer will provide the Paying Agents or, in the case of RegisteredInstruments, the Registrar with copies of the form of the current redemptionnotice and the Paying Agents or, as 

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## the case maybe, the Registrar will make available forms of the current redemption notice toholders of Instruments upon request during usual business hours at theirrespective specified offices.  Uponreceipt of any Instrument deposited in the exercise of such option, the PayingAgent or, in the case of Registered Instruments, the Registrar with which suchInstrument is deposited shall hold such Instrument (together with, in the caseof a Definitive Instrument, any Coupons relating to it deposited with it) onbehalf of the depositing holder of such Instrument (but shall not, save asprovided below, release it) until the due date for redemption of the relevantInstrument consequent upon the exercise of such option, when, subject asprovided below, it shall present such Instrument (and any such Coupons) toitself for payment in accordance with the terms and conditions of the relevantInstruments and shall pay such moneys in accordance with the directions of theholder of the Instrument contained in the relevant redemption notice.  If, prior to such due date for itsredemption, such Instrument becomes immediately due and payable by reason of anEvent of Default or if upon due presentation payment of such redemption moneysis improperly withheld or refused, the Paying Agent concerned or, as the casemay be, the Registrar shall without prejudice to the exercise of such optionmail such Instrument (together with any such Coupons) by uninsured post to, andat the risk of, the holder of the relevant Instrument at such address as mayhave been given by such holder in the relevant redemption notice.

## 10.3                     At the end ofany applicable period for the exercise of such option or, as the case may be,not later than 7 days after the latest date for the exercise of such option inrelation to a particular date, in relation to Bearer Instruments each PayingAgent shall promptly notify the Fiscal Agent of the principal amount of theInstruments in respect of which such option has been exercised with it togetherwith their serial numbers and the Fiscal Agent shall promptly notify suchdetails to the Issuer.

## 10.4                     At the end ofany applicable period for the exercise of such option or, as the case may be,not later than 7 days after the latest date for the exercise of such option inrelation to a particular date, in relation to Registered Instruments, theRegistrar shall promptly notify the Issuer of the principal amount of theInstruments in respect of which such option has been exercised together withtheir serial numbers.

# **11.****                         MISCELLANEOUSDUTIES OF THE REGISTRARS**

***Cancellationand Records***

## 11.1                     EachRegistrar shall maintain in relation to each Series of Registered Instrumentsin relation to which it is appointed as registrar a register (each a “**Register**”), which shall be kept in accordance with the termsand conditions applicable to such Series of Registered Instruments and theRegulations.  Each Register shall showthe aggregate principal amount and date of issue of each Tranche comprising therelevant Series of Registered Instruments, the names and addresses of theinitial holders thereof and the dates of all transfers to, and the names andaddresses of, all subsequent holders thereof. The Registrar shall further, in relation to each Series of RegisteredInstruments the terms and conditions applicable to which provide that the rateof 

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## interest orredemption amount or any calculation applicable thereto shall be determined bysuch Registrar, determine such rate of interest or redemption amount or makesuch calculation from time to time on the basis therein provided and take allsuch action as may to it seem reasonably incidental thereto including, withoutlimitation, the notification of all rates and amounts so determined and themaintenance of all appropriate records. The Registrar shall make each Register and all such records availablefor inspection at all reasonable times by the Issuer.

## 11.2                     The Registrarshall by the issue of new Registered Instruments, the cancellation of oldRegistered Instruments and the making of entries in the relevant Register giveeffect to transfers of Registered Instruments in accordance with the terms andconditions applicable thereto and in accordance with the Regulations.

## 11.3                     In relationto any Instruments purchased by the Issuer or any of its affiliated companies,the Issuer may from time to time deliver to the Registrar such RegisteredInstruments of which it is the holder for cancellation, whereupon suchRegistrar shall cancel the same and shall make the corresponding entries in therelevant Register.

## 11.4                     As soon aspossible (and in any event within three months) after each date on which RegisteredInstruments are cancelled in accordance with Clause 11.3 or fall due forredemption, the Registrar shall notify the Issuer of:

(i)                                         theaggregate principal amount paid on, and the serial numbers of all RegisteredInstruments redeemed, surrendered and cancelled and the serial numbers of anyRegistered Instruments (and the names and addresses of the holders thereof)which have not yet been surrendered for payment; and

(ii)                                      theaggregate principal amount and serial numbers of Registered Instruments purchasedand cancelled.

## 11.5                     The Issuershall ensure that each Registrar has available to it supplies of suchRegistered Instruments as shall be necessary in connection with the transfer ofRegistered Instruments under this Section 11.

## 11.6                     The Registrarshall, upon and in accordance with the instructions of the Issuer but nototherwise, promptly arrange for the despatch of any notices required to begiven to the holders of Registered Instruments in accordance with the terms andconditions of the relevant Instruments or required to comply with therequirements of any stock exchange on which the relevant Instruments may belisted.

***Meetingsof Holders of Instruments***

## 11.7                     The Registrarshall, at the request of the holder of any Registered Instrument, issue voting certificatesand block voting instructions in a form and manner which comply with theprovisions of the Fifth Schedule (except that it shall not be required to issuethe same less than forty-eight hours before the time fixed for any meetingtherein provided for) and shall make available at the request of the holder ofany Registered Instrument, forms of proxy in a form and manner which complywith the provisions of the Fifth 

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## Schedule andwill comply with the other functions specified in the Fifth Schedule.  The provisions contained in the FifthSchedule will have full effect in the like manner as if they had been expresslyincorporated herein in full.  TheRegistrar shall keep a full record of voting certificates and block votinginstructions issued by it and will give to the Issuer not less than twenty-fourhours before the time appointed for any meeting or adjourned meeting, fullparticulars of all voting certificates and block voting instructions issued byit in respect of such meeting or adjourned meeting.

***Documentsand Forms***

## 11.8                     The Issuershall provide to the Registrar:

(a)                                      specimenInstruments;

(b)                                     sufficientcopies of all documents required to be available for issue or inspection asprovided in the Information Memorandum or, in relation to any Instruments, theterms and conditions or Pricing Supplement in respect of such Instruments; and

(c)                                      inthe event that the provisions of such Condition become relevant in relation toany Instruments, the certificate contemplated under the Condition “Early Redemptionfor Taxation Reasons”.

## 11.9                     The Registrarshall make available for examination or use during normal business hours at itsspecified office such documents as may be specified as so available at thespecified office of such agent in the Information Memorandum or, in relation toany Instruments, the terms and conditions or Pricing Supplement in respect ofsuch Instruments or as may be required by any stock exchange on which theInstruments may be listed and, without prejudice to the generality of the foregoing,shall make available for examination or use during normal business hours at itsspecified office copies of the Information Memorandum and each PricingSupplement and all other documents listed in paragraph 8 of the GeneralInformation Section of the Information Memorandum and, in the event that theprovisions of such Condition become relevant, the certificate contemplated inthe Condition headed “Early Redemption for Taxation Reasons”.

***Provisionof Information***

## 11.10               The Registrar shallprovide the Fiscal Agent with all such information as the Fiscal Agent mayreasonably require in order to perform the obligations set out in Clause 9.9hereof.

***Indemnity***

## 11.11               The Registrar shallseverally indemnify the Issuer and each of them against any direct loss, liability,cost, claims, action, demand or expense incurred by such Issuer as a result ofor arising out of or in relation to or in connection with any breach by theRegistrar, or any person acting on its behalf, of the terms of this Agreement,or as a result of its wilful misconduct, negligence or bad faith or that of itsagents, officers or employees.  TheIssuer and each of them shall remain entitled to the benefit and the 

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## Registrarshall be subject to the provisions of this Clause 11.11 notwithstanding theprovisions of Clause 14.5.

## 11.12               Forthwith uponreceipt by the Registrar of any notice or other communication from or on behalfof the holder of any Instrument in relation to any Instrument, the Registrarshall forward a copy of the notice or communication to the Issuer.

***Exchangesof Bearer Instruments for Registered Instruments***

## 11.13               In relation to anySeries comprising Bearer and Registered Instruments, by the receipt of requestsfor exchanges of Bearer Instruments for Registered Instruments together withthe relevant Bearer Instruments (or notifications from the Fiscal Agent ofreceipt thereof by the Fiscal Agent), the issue of Registered Instruments andthe making of entries in the Register, give effect to exchanges of BearerInstruments for Registered Instruments in accordance with the terms andconditions applicable thereto and in accordance with the Regulations.

The Registrar shallforthwith upon the receipt of a request for the exchange of Bearer Instrumentsfor Registered Instruments notify the Fiscal Agent thereof (specifying (i) theserial numbers of the Bearer Instruments, (ii) the aggregate principal amountof Instruments involved, and (iii) the exchange date (as defined in Condition2.06) applicable thereto) and shall on the exchange date cancel the relevantBearer Instruments and forward the same to the Fiscal Agent.  The Registrar shall notify the Issuerpromptly of the exchange of Bearer Instruments for Registered Instruments,specifying the serial numbers of the Bearer Instruments and of the RegisteredInstruments issued in exchange therefor, the aggregate principal amountinvolved and the applicable exchange date.

# **12.****                         COMMISSIONS,FEES AND EXPENSES**

## 12.1                     The FiscalAgent and the Issuer shall separately agree from time to time as to the amountof any commissions, fees and expense reimbursements to which the Fiscal Agent,the Paying Agents and the Registrars will be entitled hereunder, and any andall such agreements shall be binding on all of the parties hereto.

## 12.2                     The Issuershall pay all stamp and other similar taxes and duties, if any, which may bepayable on the execution of this Agreement, on the creation and issue of theInstruments issued by it and the related Coupons and the delivery of theInstruments pursuant to the Dealership Agreement.

# **13.****                         TERMS OFAPPOINTMENT**

## 13.1                     Each of thePaying Agents and the Registrars may, in connection with its serviceshereunder:

(a)                                      (inthe case of Bearer Instruments) except as ordered by a court of competentjurisdiction or as required by law and notwithstanding any notice to thecontrary or any writing thereon, treat the bearer of any Instrument as theabsolute owner thereof and make payments thereon accordingly;

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(b)                                     referany question relating to the ownership of any Instrument or Coupon or, withoutprejudice to Clause 5.2(ii), the adequacy or sufficiency of any evidencesupplied in connection with the replacement of any Instrument or Coupon to theIssuer for determination by the Issuer and rely upon any determination so made;and

(c)                                      afterapproval by the Issuer such approval not to be unreasonably withheld, engageand pay for the advice or services of any leading firm of lawyers, or otherleading experts, with recognised expertise in the relevant field whose adviceor services may to it seem necessary and rely upon any advice so obtained.  Any request for the Issuer’s approval of anysuch firm or expert must be answered by the Issuer within a reasonable timefollowing such request, failing which such approval shall be assumed to havebeen given.

## 13.2                     None of thePaying Agents or the Registrars shall have any obligations towards orrelationship of agency or trust for or with any holder of the Instruments orCoupons (except as provided in Clauses 6.4 and 6.6 hereof) and shall beresponsible only for performance of the duties and obligations expresslyimposed upon them herein.

## 13.3                     Each PayingAgent and Registrar and their officers, directors and employees may become theholder of, or acquire any interest in, any Instruments or Coupons with the samerights that it or they would have if it were not such agent or agentshereunder, and may engage or be interested in any transaction with the Issuerand may act on, or as depositary, trustee or agent for, any committee or bodyof holders of Instruments or Coupons or other obligations of the Issuer asfreely as if it were not such agent or agents hereunder.

## 13.4                     The Issuershall indemnify each Paying Agent and each Registrar against any direct loss,liability, claim, action, demand, reasonable cost or expense which it mayproperly incur or which may be made against it arising out of or in connectionwith its appointment or the exercise of its powers and performance of itsduties hereunder in respect of Instruments issued by the Issuer, except such asmay result from its wilful misconduct, negligence or bad faith or that of itsagents, officers or employees.  Theforegoing indemnity shall not apply to any expenses of any Paying Agent orRegistrar provided for pursuant to Clause 12.1.

# **14.****                         CHANGESIN AGENTS**

## 14.1                     Any PayingAgent or Registrar may resign its appointment as the agent of the Issuer inrelation to the Instruments of the Issuer upon the expiration of not less thanninety days’ prior written notice to that effect by such Paying Agent or, asthe case may be, the Registrar to the Issuer (with a copy, if necessary, to theFiscal Agent) Provided that:

(a)                                      anysuch notice which would otherwise expire within fifteen days before or afterthe maturity date of any Series of Instruments or any interest or other paymentdate in relation to any Series of Instruments shall be deemed, in 

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relation to suchSeries only, to expire on the fifteenth day following such maturity date or, asthe case may be, such interest or other payment date; and

(b)                                     inthe case of (i) the Fiscal Agent, (ii) the only remaining Paying Agent orRegistrar with its specified office in continental Europe (but outside theUnited Kingdom), (iii) so long as any Instruments are listed on the SWX and/orany other stock exchange, the Paying Agent or the Registrar with its specifiedoffice in Zurich and Luxembourg respectively, and/or in such other place as maybe required by such other stock exchange, (iv) the Registrar in respect of anySeries of Instruments then outstanding, (v) in the circumstances described inCondition 9A.04, the Paying Agent with its specified office in New York City,or (vi) a Paying Agent in a member state of the European Union that will not beobliged to withhold or deduct tax pursuant to the European Council Directive2003/48/EC or any other Directive implementing the conclusions of the ECOFINcouncil meeting of 26-27 November 2000;

such resignation shallnot be effective until a successor thereto (which in the case of the FiscalAgent and the Registrar shall be a bank or trust company of good standing andauthorised to exercise corporate trust powers) has been appointed by therelevant Issuer as the agent of such Issuer in relation to the Instruments ofsuch Issuer and notice of such appointment has been given in accordance withthe terms and conditions, Provided that such successor, in the case of (ii),shall have its specified office in continental Europe (but outside the UnitedKingdom and, in the case of (iii), shall which must be a bank or a securitiesdealer that is subject to supervision by the Swiss Federal Banking Commissionand have its specified office in Switzerland and/or in such other place as maybe required by SWX.

## 14.2                     The Issuermay revoke its appointment of any Paying Agent or Registrar as its agent inrelation to the Instruments by not less than thirty days’ notice to that effectto such Paying Agent or, as the case may be, such Registrar provided, however,that, in the case of

## (i) the Fiscal Agent, (ii) the only remainingPaying Agent or Registrar with its specified office in continental Europe (butoutside the United Kingdom), (iii) so long as any Instruments are listed on theSWX and/or any other stock exchange, the Paying Agent or Registrar with itsspecified office in Switzerland and/or in such other place as may be requiredby such other stock exchange, (iv) the Registrar in respect of any Series ofInstruments then outstanding or (v) in the circumstances described in Condition9A.04, the Paying Agent with its specified office in New York City, or (vi) aPaying Agent in a member state of the European Union that will not be obligedto withhold or deduct tax pursuant to the European Council Directive 2003/48/ECor any other Directive implementing the conclusions of the ECOFIN councilmeeting of 26-27 November 2000;

such revocation shall notbe effective until a successor thereto (which in the case of the Fiscal Agentand the Registrar shall be a bank or trust company of good standing and 

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authorised to exercisecorporate trust powers) has been appointed by the Issuer as the agent of theIssuer in relation to the Instruments of the Issuer and notice of suchappointment has been given in accordance with the terms and conditions,Provided that such successor, in the case of (ii), shall have its specifiedoffice in continental Europe (but outside the United Kingdom) and, in the caseof (iii), which must be a bank or a securities dealer that is subject tosupervision by the Swiss Federal Banking commission and have its specifiedoffice in Switzerland and/or in such other place as may be required by SWX.

## 14.3                     Theappointment of any Paying Agent or Registrar as the agent of the Issuer inrelation to the Instruments shall terminate forthwith if any of the followingevents or circumstances shall occur or arise, namely: such Paying Agent or, asthe case may be, Registrar becomes incapable of acting; such Paying Agent or,as the case may be, Registrar is adjudged bankrupt or insolvent; such PayingAgent or, as the case may be, Registrar files a voluntary petition inbankruptcy or makes an assignment for the benefit of its creditors or consentsto the appointment of a receiver, administrator or other similar official ofall or any substantial part of its property or admits in writing its inabilityto pay or meet its debts as they mature or suspends payment thereof; aresolution is passed or an order is made for the winding-up ordissolution of such Paying Agent or, as the case may be, Registrar; a receiver,administrator or other similar official of such Paying Agent or, as the case maybe, Registrar or of all or any substantial part of its property is appointed;an order of any court is entered approving any petition filed by or againstsuch Paying Agent or, as the case may be, Registrar under the provisions of anyapplicable bankruptcy or insolvency law; or any public officer takes charge orcontrol of such Paying Agent or, as the case may be, Registrar or of itsproperty or affairs for the purpose of rehabilitation, conservation orliquidation.

## 14.4                     The Issuermay (and shall where necessary to comply with the terms and conditionsapplicable to any Instruments) appoint substitute or additional agents inrelation to the Instruments and shall forthwith notify the other parties heretothereof, whereupon the parties hereto and such substitute or additional agentsshall thereafter have the same rights and obligations among them as would havebeen the case had they then entered into an agreement in the form *mutatis mutandis* of this Agreement.

## 14.5                     Upon anyresignation or revocation becoming effective under this Section 14, therelevant Paying Agent or, as the case may be, Registrar shall:

(a)                                      bereleased and discharged from its obligations under this Agreement (save that itshall remain entitled to the benefit of and subject to and bound by theprovisions of Clause 9.13, 11.11, Clause 12.2, Clause 13 and this Clause 14);

(b)                                     repayto the Issuer such part of any fee paid to it as referred to in Clause 12.1 asmay be agreed between the relevant Paying Agent or, as the case may be, theRegistrar and the Issuer;

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(c)                                      inthe case of the Fiscal Agent, deliver to the Issuer and to  the successor Fiscal Agent a copy, certifiedas true and up-to-date by an officer of the Fiscal Agent, of therecords maintained by it in accordance with Clause 9;

(d)                                     inthe case of a Registrar, deliver to the Issuer and to the successor Registrar acopy, certified as true and up-to-date by an officer of such Registrar, of eachof the Registers and other records maintained by it in accordance with Clause11; and

(e)                                      forthwithtransfer all moneys and papers (including any unissued Temporary GlobalInstruments, Permanent Global Instruments, Definitive Instruments, Coupons or,as the case may be, Registered Instruments held by it hereunder) to itssuccessor in that capacity and, upon appropriate notice, provide reasonableassistance to such successor for the discharge by it of its duties andresponsibilities hereunder.

## 14.6                     Anycorporation into which any Paying Agent or Registrar may be merged orconverted, any corporation with which any Paying Agent or Registrar may beconsolidated, or any corporation resulting from any merger, conversion orconsolidation to which any Paying Agent or Registrar shall be a party, shall,to the extent permitted by applicable law (and provided, (i) in the case of theFiscal Agent or any Registrar that such corporation shall be a bank or trustcompany of good standing and authorised to execute corporate trust powers (ii)in regard to the Paying Agent with a specified office in Switzerland theresulting corporation shall be a bank or a securities dealer that is subject tosupervision by the Swiss Federal Banking Commission), be the successor to suchPaying Agent or, as the case may be, Registrar as agent of the Issuer inrelation to the Instruments without any further formality, whereupon theparties hereto and such successor agent shall thereafter have the same rightsand obligations among them as would have been the case had they then enteredinto an agreement in the form *mutatismutandis* of this Agreement. Notice of any such merger, conversion or consolidation shall forthwithbe given by such successor to the Issuer and the other parties hereto.

## 14.7                     If any PayingAgent or Registrar decides to change its specified office (which may only beeffected within the same city) it shall give notice to the Issuer (with a copy,if necessary, to the Fiscal Agent) of the address of the new specified officestating the date on which such change is to take effect, which date shall benot less than thirty days after the date of such notice.  The relevant Paying Agent or Registrar shallat its own expense not less than fourteen days prior to the date on which suchchange is to take effect (unless the appointment of the relevant Paying Agentor Registrar is to terminate pursuant to any of the foregoing provisions ofthis Section 14 on or prior to the date of such change) publish or cause to bepublished notice thereof in accordance with the terms and conditions.

# **15.****                         SUBSTITUTION**

## 15.1                     As providedin Condition 15 of the terms and conditions of the relevant Instruments, theIssuer may be replaced, and ABB Ltd or any direct or indirect subsidiary of ABB

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## Ltd may besubstituted for the Issuer, as principal debtor in respect of the Instrumentswithout the consent of the Holders of the Instruments or Coupons.  If the Issuer shall determine that ABB Ltd orany such subsidiary shall become the principal debtor (in such capacity, the “**Substituted Debtor**”), the Issuer shall givenot less than 30 nor more than 45 days’ notice, in accordance with Condition14, to the Holders of the Instruments of such event and, immediately on theexpiry of such notice, the Substituted Debtor shall enter into a Deed ofAssumption, substantially in the form set out in the Sixth Schedule hereto, andbecome the principal debtor in respect of the Instruments in place of theIssuer and the Holders of the Instruments shall thereupon cease to have anyrights or claims whatsoever against the Issuer. However, no such substitution shall take effect (i) if the SubstitutedDebtor is any other subsidiary of ABB Ltd, until such Substituted Debtor shallhave entered into a keep-well agreement with ABB Ltd substantially in the formof the Keep-Well Agreement (as defined in the terms and conditions of therelevant Instruments), (ii) until such Substituted Debtor shall have executed adeed of covenant substantially in the form of the Deed of Covenant (as definedin the terms and conditions of the relevant Instruments), (iii) in any case,until the Substituted Debtor shall have provided to the Fiscal Agent and (ifapplicable) the Registrar such documents as may be necessary to make the Deedof Assumption, the relevant Instruments, the Fiscal Agency Agreement, such deedof covenant and any such keep-well agreement the legal, valid and bindingobligations of, as appropriate, the Substituted Debtor and ABB Ltd togetherwith legal opinions either unqualified or subject only to normal, usual orappropriate qualifications and assumptions to the effect that the Instruments,the Fiscal Agency Agreement, the Deed of Assumption, such deed of covenant andany such keep-well agreement are legal, valid and binding obligations of, asappropriate, the Substituted Debtor and ABB Ltd; (iv) the Substituted Debtorshall have obtained all necessary governmental and regulatory approvals andconsents, if any, in connection with the substitution and (v) the SubstitutedDebtor shall have appointed the process agent appointed by the Issuer inCondition 19.03 of the terms and conditions of the relevant Instruments as itsagent in England to receive service of process on its behalf in relation to anylegal action or proceedings arising out of or in connection with the relevantInstruments.  Upon any such substitution,the Instruments and Coupons will, if necessary, be deemed to be modified in allappropriate respects.

## 15.2                     The terms andconditions of the relevant Instruments shall, following any substitutioneffected in accordance with this Clause, apply to the Substituted Debtor,amended as set out in the Schedule to the Deed of Assumption.

# **16.****                         FURTHERISSUERS**

## 16.1                     Each of thePaying Agents and Registrars hereby agrees to act as the agent (in the capacityin which it was appointed hereunder) of (i) any Substituted Debtor as definedin (and where such substitution shall have taken effect as provided in)Condition 15 of the terms and conditions of the relevant Instruments or (ii)any New Issuer (as that expression is defined in Clause 10.2 of the DealershipAgreement) which shall have become party to the Dealership Agreement and whichshall have (a) executed an agreement, in form and substance satisfactory to theFiscal Agent, whereby such New 

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## Issuer agreesto be bound by the provisions of this Agreement and (b) provided to the FiscalAgent such documents as may be necessary to make this Agreement its legal,valid and binding obligations (any such Substituted Debtor or New Issuer asdescribed in (i) or (ii) above is herein referred to as a “**Further Issuer**”).

## 16.2                     Each of thePaying Agents and the Registrars hereby agrees that any Issuer in its capacityas such, shall be released from its obligations, undertakings and covenantsunder this Agreement upon such Issuer ceasing to be an Issuer pursuant to andin accordance with Clause 10.1 of the Dealership Agreement provided always thatsuch release shall not affect any rights, liabilities or obligations accrued orincurred under this Agreement prior to the date upon which such release takeseffect.

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# **17.****                         NOTICES**

All communicationshereunder shall be in writing and shall be delivered to or telexed to or sentby facsimile (confirmed by letter sent by express airmail) to the followingaddresses:
|        | (a)                                                                                                                                                                                                                     | if to AIFLTD, to it at:              |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------|
|   |                                                                                                                                                                                                                    |                                 |
|   | Address:                                                                                                                                                                                                                | Suite 3, Weighbridge House           |
|   | The Pollet, St.  Peter Port                                                                                                                                                                                             |
|   | Guernsey GY1 1WL                                                                                                                                                                                                        |
|   | Channel Islands                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                    |
|   | Fax:                                                                                                                                                                                                                    | +44 1481 729 016                     |
|   | Attention:                                                                                                                                                                                                              | Business Administration              |
|   |                                                                                                                                                                                                                    |                                 |
|   | with a copy to:                                                                                                                                                                                                         |                                 |
|   |                                                                                                                                                                                                                    |                                 |
|   | Address                                                                                                                                                                                                                 | ABB Group Treasury Operations        |
|   | Affolternstrasse  44                                                                                                                                                                                                    |
|   | CH-8050 Zurich                                                                                                                                                                                                          |
|   | Switzerland                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                    |
|   | Fax:                                                                                                                                                                                                                    | +41 43 317 7474                      |
|   | Attention:                                                                                                                                                                                                              | Business Operations                  |
|   |                                                                                                                                                                                                                    |                                 |
|   | (b)                                                                                                                                                                                                                     | if to the Fiscal Agent at:           |
|   |                                                                                                                                                                                                                    |                                 |
|   | Address:                                                                                                                                                                                                                | Fortis Banque Luxembourg S.A.        |
|   | 50, Avenue J.F.  Kennedy                                                                                                                                                                                                |
|   | L 2951  Luxembourg                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                    |
|   | Telex:                                                                                                                                                                                                                  | 3401 BGL lu                          |
|   | Fax:                                                                                                                                                                                                                    | +352 4242 2887                       |
|   |                                                                                                                                                                                                                    |                                 |
|   | Attention:                                                                                                                                                                                                              | Global Markets, Listing & Agency |
|   |                                                                                                                                                                                                                    |                                 |
|   | (or in the case of a Fiscal Agent not originally a  party hereto, specified by notice to the other parties hereto at or about the  time of its appointment as the agent of the Issuer in relation to the  Instruments). |
|   |                                                                                                                                                                                                                    |
|   | (c)                                                                                                                                                                                                                     | if to the Swiss Paying Agent at:     |
|   |                                                                                                                                                                                                                    |                                 |
|   | Address:                                                                                                                                                                                                                | Fortis Banque (Suisse) S.A.          |
|   | 20, Bd. des  Philosophes                                                                                                                                                                                                |
|   | CH-1211 Genève 4                                                                                                                                                                                                   |
|   | Switzerland                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                    |
|   | SWIFT:                                                                                                                                                                                                                  | MPCHCHGG                             |
|   | Fax:                                                                                                                                                                                                                    | +41 (0) 58 322 0457                  |
|        |                                                                                                                                                                                                                         |                                      |  |  |  |  |

 

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All communicationsrelating to this Agreement between the Issuer and any of the Paying Agents orbetween the Paying Agents themselves shall be made through the Fiscal Agent;

(d)                                     ifto a Registrar to it at the address, fax or telex number specified against itsname in the Eighth Schedule (or, in the case of a Registrar not originally aparty hereto, specified by notice to the other parties hereto at or about thetime of its appointment as the agent of the Issuer in relation to theInstruments) for the attention of the person or department therein specified(or as aforesaid)

or, in any case, to suchother address, telex number or fax number or for the attention of such otherperson or department as the addressee has by prior notice to the senderspecified for the purpose.

Any notice sent by lettershall take effect at the time of delivery and any notice sent by telex shalltake effect at the time of despatch provided that the correct answerback isreceived and any notice sent by facsimile transmission shall take effect uponreceipt thereof.  Where a notice iscopied to another address such notice shall take effect at the time when thefirst of the notice or the copy takes effect.

# **18.****                         LAW ANDJURISDICTION**

## 18.1                     ThisAgreement is governed by, and shall be construed in accordance with, Englishlaw.

## 18.2                     The Issuerhereby agrees for the exclusive benefit of each of the Paying Agents and theRegistrars that the courts of England are to have jurisdiction to settle anydisputes which may arise out of or in connection with this Agreement and thataccordingly any suit, action or proceedings (together referred to as “**Proceedings**”) arising out of or inconnection with this Agreement may be brought in such courts.  Nothing contained in this Clause shall limitany right to take Proceedings against the Issuer in any other court ofcompetent jurisdiction, nor shall the taking of Proceedings in one or morejurisdictions preclude the taking of Proceedings in any other jurisdiction,whether concurrently or not.

## 18.3                     The Issuerhereby appoints ABB Limited of Daresbury Park, Daresbury, Warrington WA4 4BT,Cheshire to accept service of any Proceedings on its behalf in England.  If for any reason such process agent ceasesto act as such or no longer has an address in England, the Issuer agrees toappoint a substitute process agent and notify the Fiscal Agent of such appointmentand if the Issuer fails to make any such appointment within twenty-one days,the Fiscal Agent shall be entitled to appoint such a person by notice to theIssuer.

## 18.4                     Nothingcontained herein shall affect the right to serve process in any other mannerpermitted by law.

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# **19.****                         MODIFICATION**

This Agreement may beamended by the Issuer and the Fiscal Agent, without the consent of the otherPaying Agents or the Registrars or the Holder of any Instrument or Coupon, forthe purposes of curing any ambiguity, or of curing, correcting or supplementingany defective provision contained herein, or in any manner which the Issuer andthe Fiscal Agent may deem necessary or desirable and which shall not beinconsistent with the Instruments or Coupons and which will not, in the opinionof the Issuer and the Fiscal Agent, be materially prejudicial to the interestsof the Holders of the Instruments, the Coupons or the Paying Agents or theRegistrars.

# **20.****                         COUNTERPARTS**

This Agreement may beexecuted in any number of counterparts and by different parties hereto inseparate counterparts, each of which when so executed shall be deemed to be anoriginal and all of which when so executed shall constitute one and the samebinding agreement between the parties.

# **21.****                         CONTRACTS(RIGHTS OF THIRD PARTIES) ACT 1999**

A person who is not aparty to this Agreement has no right under the Contracts (Rights of ThirdParties) Act 1999 to enforce any term of this Agreement.

**AS WITNESS** thehands of the duly authorised representatives of the parties hereto the day andyear first before written.

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**THE FIRSTSCHEDULE**

**FORM OF TEMPORARY GLOBAL INSTRUMENT (BEARER)**
| Series Number:  [       ] | Serial Number:  [       ] |
|--------------------------------------------------------------|--------------------------------------------------------------|

 

THE SECURITIESREPRESENTED BY THIS TEMPORARY GLOBAL INSTRUMENT HAVE NOT BEEN AND WILL NOT BEREGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “**SECURITIES ACT**”), AND MAY NOT BE OFFERED ORSOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.PERSONS EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROM THE REGISTRATION REQUIREMENTSOF THE SECURITIES ACT.  TERMS USED INTHIS PARAGRAPH HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THESECURITIES ACT.

**ABBINTERNATIONAL FINANCE LIMITED**

*(incorporatedwith limited liability in Guernsey)*

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**TEMPORARYGLOBAL INSTRUMENT**

representing

*[Aggregateprincipal amount of Tranche]*

*[Numberof Instruments]*

*[Titleof Instruments]*

*[SwissSecurity Number]*

*[ISIN]*

*[CommonCode]*

This Temporary GlobalInstrument is issued in respect of an issue of [description of Instrumentsincluding aggregate principal amount of Tranche] (the “**Instruments**”) by[                    ](the “**Issuer**”).

The Issuer for valuereceived promises, all in accordance with the terms and conditions [attachedhereto/set out in the information memorandum prepared by the Issuer and dated20 December 2006 and the pricing supplement prepared in relation to theInstruments (the “Pricing Supplement”)] to pay to the bearer upon presentationand, if appropriate, surrender hereof on [*maturitydate*] [by [   ] [equal]successive [semi-annual/quarterly/other] instalments on the dates specified inthe Pricing Supplement](1) or on such earlier date as the same may becomepayable in accordance therewith the principal amount of [*aggregate principal amount of Tranche*] (asreduced from time to time in accordance with such terms and conditions) or suchlesser amount as is equal to the outstanding principal amount of theInstruments represented by this Temporary Global Instrument or such otherredemption amount as may be specified therein [and to pay in arrear on thedates specified therein interest on the principal amount hereof from time totime at the rate or rates specified therein], all subject to and in accordancewith such terms and conditions.

Except as specifiedherein, the bearer of this Temporary Global Instrument is entitled to thebenefit of the terms and conditions referred to above and of the sameobligations on the part of the Issuer as if such bearer were the bearer of theInstruments represented hereby except that the bearer of this Temporary GlobalInstrument shall not prior to the Exchange Date (defined below) be entitled toreceive payment of [the principal of or] interest on the Instruments except tothe extent that, upon due presentation and surrender of this Temporary GlobalInstrument for exchange, delivery of the Permanent Global Instrument, or as thecase may be Definitive Instruments or Registered Instruments is improperlywithheld or refused, and all payments under and to the bearer of this TemporaryGlobal Instrument shall be valid and effective to satisfy and discharge thecorresponding liabilities of the Issuer in respect of the Instruments.

This Temporary GlobalInstrument is exchangeable in whole or in part for a permanent globalinstrument (the “**Permanent Global Instrument**”)representing the Instruments and in substantially the form (subject tocompletion) set out in the Second Schedule to an amended and restated fiscalagency agreement dated 20 December 2006 (as further supplemented, amended orreplaced, the “Fiscal Agency Agreement”) and made between the Issuer Fortis 

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(1) Insert only where Instruments are InstalmentInstruments.

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Banque Luxembourg S.A. inits capacity as fiscal agent (the “**FiscalAgent**”, which expression shall include any successor to Fortis BanqueLuxembourg S.A. in its capacity as such), Fortis Banque Luxembourg S.A. asprincipal registrar and certain other financial institutions named therein or,if so specified in the Pricing Supplement, for definitive instruments (“**Definitive Instruments**”) in substantiallythe form (subject to completion) set out in the Third Schedule to the FiscalAgency Agreement [or for registered instruments (“**Registered Instruments**”) in substantially the form (subject tocompletion) set out in the Fourth Schedule to the Fiscal AgencyAgreement].  An exchange for a PermanentGlobal Instrument or Definitive Instruments will be made only on or after thedate (the “**Exchange Date**”) whichis 40 days after the later of the date of issue of this Temporary GlobalInstrument and the completion (as notified to the Fiscal Agent by the Issuer)of the distribution of the Instruments represented by this Temporary GlobalInstrument and upon presentation or, as the case may be, surrender of thisTemporary Global Instrument to the Fiscal Agent at its specified office inrelation to the Instruments and upon and to the extent only of delivery to theFiscal Agent of a certificate or certificates issued by Euroclear Bank,S.A./N.V., as operator of the Euroclear System (the “**Euroclear System**”) or Clearstream, société anonyme, Luxembourg(“**Clearstream Luxembourg**”), or byany other relevant clearing system and dated not earlier than the Exchange Datein substantially the form set out in Annex I hereto or, as the case may be, inthe form that is customarily issued in such circumstances by such otherclearing system.  [An exchange forRegistered Instruments will be made at any time upon presentation or, as thecase may be, surrender of this Temporary Global Instrument to the Fiscal Agentat its specified office.](1)  [AnyRegistered Instruments shall be made available in exchange in accordance withthe terms and conditions applicable to the Instruments represented hereby andthe Fiscal Agency Agreement (which shall apply as if the bearer of thisTemporary Global Instrument were the bearer of the Instruments representedhereby).](1)  Payments of interestotherwise falling due before the Exchange Date will be made only uponpresentation of the Temporary Global Instrument to the Fiscal Agent at itsspecified office in relation to the Instruments and upon and to the extent onlyof delivery to the Fiscal Agent of a certificate or certificates issued by theEuroclear System or Clearstream, Luxembourg or by any other relevant clearingsystem and dated not earlier than the relevant interest payment date insubstantially the form set out in Annex II hereto or, as the case may be, inthe form that is customarily issued in such circumstances by such otherclearing system.

In the event that (i)this Temporary Global Instrument is not duly exchanged, whether in whole or inpart, for a Permanent Global Instrument or, as the case may be, DefinitiveInstruments [or Registered Instruments](1) by 6.00 p.m. (London time) on thethirtieth day after the time at which the preconditions to such exchange arefirst satisfied or (ii) any Instrument represented hereby becomes immediatelyredeemable following the occurrence of an Event of 

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(2) Insert only inthe case of a Series comprising both Bearer and Registered Instruments if therelevant Pricing Supplement specifies that Bearer Instruments are exchangeablefor Registered Instruments.

(3) Insert only inthe case of a Series comprising both Bearer and Registered Instruments if therelevant Pricing Supplement specifies that Bearer Instruments are exchangeablefor Registered Instruments.

(4) Insert only where the maturity of the Instrumentsis more than one year.

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Default in relationthereto and is not duly redeemed (and the funds required for such redemptionare not available to the Fiscal Agent for the purposes of effecting suchredemption and remain available for such purpose) by 6.00 p.m. (London time) onthe thirtieth day after the time at which such Instruments become immediatelyredeemable, then this Temporary Global Instrument will become void and thebearer will have no further rights hereunder (but without prejudice to therights which such bearer or any other person having an interest in thisTemporary Global Instrument immediately prior to it becoming void may haveunder a deed of covenant dated 10 March 1993 and executed by the Issuer inrespect of the Instruments).

[On any occasion on whicha payment of interest is made in respect of this Temporary Global Instrument,the Issuer shall procure that the Paying Agent to which such Temporary GlobalInstrument is presented notes the same on the Schedule hereto.]

On any occasion on whicha payment of principal or redemption amount is made in respect of thisTemporary Global Instrument or on which this Temporary Global Instrument isexchanged in whole or in part as aforesaid or on which Instruments representedby this Temporary Global Instrument are to be cancelled, the Issuer shall causethe Paying Agent to which such Temporary Global Instrument is presented toprocure that (i) the aggregate principal amount of the Instruments in respectof which such payment is made (or, in the case of a partial payment, thecorresponding part thereof) or which are delivered in definitive [orregistered] form or which are exchanged for a permanent global instrument orwhich are to be cancelled and (ii) the remaining principal amount of thisTemporary Global Instrument (which shall be the previous principal amounthereof less the amount referred to at (i) above) are noted on the Schedulehereto, whereupon the principal amount of this Temporary Global Instrumentshall for all purposes be as most recently so noted.

The holders of interestsin Instruments listed on SWX do not have the right to request the printing anddelivery of definitive instruments. If the Fiscal Agent deems (i) the printingof definitive instruments and coupons to be necessary or useful or (ii) thepresentation of definitive instruments and coupons to be required by Swiss orforeign laws in connection with the enforcement of the rights of the holders,the Fiscal Agent will provide for such printing. The Issuer has irrevocablyauthorised the Fiscal Agent to provide for such printing on its behalf. Thedefinitive instruments will be printed and issued to the holders free of chargein exchange for their interests in the respective Global Instrument.  This Temporary Global Instrument is governedby, and shall be construed in accordance with, English law.

This Temporary GlobalInstrument shall not be valid for any purpose until authenticated for and onbehalf of Fortis Banque Luxembourg S.A., Luxembourg, as fiscal agent.

AS WITNESS the manualsignature of two duly authorised officers on behalf of the Issuer.
| [                                     ] | [                                     ] |     |                |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------|---------------------|
|                                                                                                                                                                                                                             |                                                                                                                                                                                                                             |     |                |
| By:                                                                                                                                                                                                                              | [manual  signature]                                                                                                                                                                                                              | By:      | [manual signature]  |   |   |
| * *                                                                                                                                                                                                                         | *(duly  authorised)*                                                                                                                                                                                                             | * * | *(duly authorised)* |   |   |

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**ISSUED**in[          ] as of [          ][   ]

**AUTHENTICATED**forand on behalf of

**FORTIS BANQUE LUXEMBOURG S.A.**

as fiscal agent

By:       [manualsignature]

*(dulyauthorised)*

[ANY UNITED STATES PERSONWHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITEDSTATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j)AND 1287(a) OF THE INTERNAL REVENUE CODE.](5)

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**THESCHEDULE**

**Payments,Delivery of Definitive Instruments or Registered Instruments,Exchange for Permanent Global Instrument andCancellation of Instruments**
| **Date of   payment,   delivery or   cancellation** | ** ** | **Amount of   interest then  paid** | ** ** | **Amount of   principal or,  as the case   may be,   redemption   amount then   paid** | ** ** | **Aggregate   principal   amount of   Definitive or   Registered   Instruments   then  delivered** | ** ** | **Aggregate   principal  amount of   this   Temporary   Global   Instrument   then   exchanged   for the   Permanent  Global  Instrument** | ** ** | **Aggregate   principal   amount of   Instruments   then   cancelled** | ** ** | **Remaining   principal   amount of   this   Temporary   Global   Instrument** | ** ** | **Authorised   signature of   the Fiscal   Agent and/or  the Registrar** |
|-----------------------------------------------------|------------|-------------------------------------|------------|---------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------|------------|-------------------------------------------------------------------------------|
|                                                |       |                                |       |                                                                                        |       |                                                                                               |       |                                                                                                                                            |       |                                                                   |       |                                                                           |       |                                                                          |
|                                                |       |                                |       |                                                                                        |       |                                                                                               |       |                                                                                                                                            |       |                                                                   |       |                                                                           |       |                                                                          |
|                                                |       |                                |       |                                                                                        |       |                                                                                               |       |                                                                                                                                            |       |                                                                   |       |                                                                           |       |                                                                          |
|                                                |       |                                |       |                                                                                        |       |                                                                                               |       |                                                                                                                                            |       |                                                                   |       |                                                                           |       |                                                                          |
|                                                |       |                                |       |                                                                                        |       |                                                                                               |       |                                                                                                                                            |       |                                                                   |       |                                                                           |       |                                                                          |
|                                                |       |                                |       |                                                                                        |       |                                                                                               |       |                                                                                                                                            |       |                                                                   |       |                                                                           |       |                                                                          |

 

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**ANNEXI**

[Form of certificate tobe given in relation to exchanges of this Temporary Global Instrument for aPermanent Global Instrument or Definitive Instruments.  This Certificate is not required forRegistered Instruments:]

**[Name of Issuer]**

***[Aggregateprincipal amount and title of Instruments]***

(the “**Securities**”)

This is to certify that,based solely on certifications we have received in writing, by tested telex orby electronic transmission from member organisations appearing in our recordsas persons being entitled to a portion of the principal amount set forth below(our “**Member Organisations**”)substantially to the effect set forth in the Fiscal Agency Agreement as of thedate hereof, [   ] principal amount ofthe above-captioned Securities (i) is owned by persons that are not citizens orresidents of the United States, domestic partnerships, domestic corporations,estates the income of which is subject to United States Federal income taxationregardless of its source or trusts (a) that are subject to the primarysupervision of a court within the United States and with respect to which oneor more United States persons have the authority to control all substantialdecisions or (b) that have a valid election in effect under applicable U.S.Treasury regulations to be treated as a United States person (“**United States persons**”), (ii) is owned byUnited States persons that (a) are foreign branches of United States financialinstitutions (as defined in U.S. Treasury Regulations Section1.165-12(c)(1)(iv) (“**financial institutions**”))purchasing for their own account or for resale, or (b) acquired the Securitiesthrough and are holding through on the date hereof foreign branches of UnitedStates financial institutions (and in either case (a) or (b), each such UnitedStates financial institution has agreed, on its own behalf or through itsagent, that we may advise the Issuer or the Issuer’s agent that it will complywith the requirements of Section 165(j)(3)(A), (B) or (C) of the InternalRevenue Code of 1986, as amended, and the regulations thereunder), or (iii) isowned by United States or foreign financial institutions for purposes of resaleduring the restricted period (as defined in U.S. Treasury Regulations Section1.163-5(c)(2)(i)(D)(7)), and to the further effect that United States orforeign financial institutions described in Clause (iii) above (whether or notalso described in Clause (i) or (ii)) have certified that they have notacquired the Securities for purposes of resale directly or indirectly to aUnited States person or to a person within the United States or itspossessions.

This is also to certifywith respect to [          ]principal amount of the above-captioned Securities, except as set forth below,we have received in writing, by tested telex or by electronic transmission,from our Member Organisations entitled to a portion of such principal amount,certifications with respect to such portion, substantially to the effect setforth in the Fiscal Agency Agreement.

As used herein, “UnitedStates” means the United States of America (including the States and theDistrict of Columbia); and its “possessions” include Puerto Rico, the 

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U.S. Virgin Islands,Guam, American Samoa, Wake Island and the Northern Mariana Islands.

We further certify (i)that we are not making available herewith for exchange (or, if relevant,exercise of any rights or collection of any interest) any portion of thetemporary global security excepted in such certifications and (ii) that as ofthe date hereof we have not received any notification from any of our MemberOrganisations to the effect that the statements made by such MemberOrganisations with respect to any portion of the part submitted herewith forexchange (or, if relevant, exercise of any rights or collection of anyinterest) are no longer true and cannot be relied upon as at the date hereof.

We understand that thiscertification is required in connection [with certain tax laws and, ifapplicable,] certain securities laws of the United States.  In connection therewith, if administrative orlegal proceedings are commenced or threatened in connection with which thiscertification is or would be relevant, we irrevocably authorise you to producethis certification to any interested party in such proceedings.

Date:     [         ](6)

[Euroclear BankS.A./N.V., as operator of the Euroclear System/Clearstream Banking, sociétéanonyme, Luxembourg]

By:        [authorised signature]

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(6) be datednot earlier than the Exchange Date.

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**ANNEXII**

[Form of certificate tobe given in relation to payments of interest falling due before the ExchangeDate:]

**[Name of Issuer]**

***[Aggregateprincipal amount and title of Instruments]***

(the “**Securities**”)

This is to certify that,based solely on certifications we have received in writing, by tested telex orby electronic transmission from member organisations appearing in our recordsas persons being entitled to a portion of the principal amount set forth below(our “**Member Organisations**”)substantially to the effect set forth in the Fiscal Agency Agreement as of thedate hereof, [   ] principal amount ofthe above-captioned Securities (i) is owned by persons that are not citizens orresidents of the United States, domestic partnerships, domestic corporations,estates or trust the income of which is subject to United States Federal incometaxation regardless of its source or trusts (a) that are subject to the primarysupervision of a court within the United States and with respect to which oneor more United States persons have the authority to control all substantialdecisions or (b) that have a valid election in effect under applicable U.S.Treasury regulations to be treated as a United States person (“**United States persons**”), (ii) is owned byUnited States persons that (a) are foreign branches of United States financialinstitutions (as defined in U.S. Treasury Regulations Section1.165-12(c)(1)(iv) (“**financial institutions**”))purchasing for their own account or for resale, or (b) acquired the Securitiesthrough and are holding through on the date hereof foreign branches of UnitedStates financial institutions (and in either case (a) or (b), each such UnitedStates financial institution has agreed, on its own behalf or through itsagent, that we may advise the Issuer or the Issuer’s agent that it will complywith the requirements of Section 165(j)(3)(A), (B) or (C) of the InternalRevenue Code of 1986, as amended, and the regulations thereunder), or (iii) isowned by United States or foreign financial institutions for purposes of resaleduring the restricted period (as defined in U.S. Treasury Regulations Section1.163-5(c)(2)(i)(D)(7)), and to the further effect that United States orforeign financial institutions described in Clause (iii) above (whether or notalso described in Clause (i) or (ii)) have certified that they have notacquired the Securities for purposes of resale directly or indirectly to aUnited States person or to a person within the United States or itspossessions.

This is also to certifywith respect to such principal amount of Securities set forth above that,except as set forth below, we have received in writing, by tested telex or byelectronic transmission, from our Member Organisations entitled to a portion ofsuch principal amount, certifications with respect to such portion,substantially to the effect set forth in the Fiscal Agency Agreement.

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As used herein, “**United States**” means the United States ofAmerica (including the States and the District of Columbia); and its “**possessions**” include Puerto Rico, the U.S.Virgin Islands, Guam, American Samoa, Wake Island and the Northern MarianaIslands.

We further certify (i)that we are not making available herewith for exchange (or, if relevant,exercise of any rights or collection of any interest) any portion of thetemporary global security excepted in such certifications and (ii) that as ofthe date hereof we have not received any notification from any of our MemberOrganisations to the effect that the statements made by such Member Organisationswith respect to any portion of the part submitted herewith for exchange (or, ifrelevant, exercise of any rights or collection of any interest) are no longertrue and cannot be relied upon as at the date hereof.

We understand that thiscertification is required in connection with certain tax laws and, ifapplicable, certain securities laws of the United States.  In connection therewith, if administrative orlegal proceedings are commenced or threatened in connection with which thiscertification is or would be relevant, we irrevocably authorise you to producethis certification to any interested party in such proceedings.

Date:     [         ](7)

[Euroclear BankS.A./N.V., as operator of the Euroclear System/Clearstream Banking, sociétéanonyme, Luxembourg]

By:        [authorisedsignature]

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(7) To be dated not earlier than the relevant interestpayment date.

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**ANNEXIII**

[Form of account-holder’scertification referred to in the preceding certificates:]

[Note: This certificateis not required for Registered Instruments]

**[Name of Issuer]**

***[Aggregateprincipal amount and title of Instruments]***

(the “**Securities**”)

This is to certify thatas of the date hereof, and except as set forth below, the above-captionedSecurities held by you for our account (i) are owned by persons that are notcitizens or residents of the United States, domestic partnerships, domesticcorporations, estates or trust the income of which is subject to the UnitedStates Federal income taxation regardless of its source or trusts (a) that aresubject to the primary supervision of a court within the United States and thecontrol of one or more United States persons as described in section7701(a)(30) of the Code or (b) that have a valid election in effect underapplicable U.S. Treasury regulations to be treated as a United States person (“**United States persons**”), (ii) are owned byUnited States person(s) that (a) are foreign branches of a United Statesfinancial institution (as defined in U.S. Treasury Regulations Section1.165-12(c)(1)(v)) (“**financial institutions**”)purchasing for their own account or for resale, or (b) acquired above-captionedthe Securities through and are holding through on the date hereof foreignbranches of United States financial institutions (and in either case (a) or(b), each such United States financial institution hereby agrees, on its ownbehalf or through its agent, that you may advise the Issuer or the Issuer’sagent that it will comply with the requirements of Section 165(j)(3)(A), (B) or(C) of the Internal Revenue Code of 1986, as amended, and the regulationsthereunder), or (iii) are owned by United States or foreign financialinstitution(s) for purposes of resale during the restricted period (as definedin U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in additionif the owner of the above-captioned Securities is a United States or foreignfinancial institution described in clause (iii) above (whether or not alsodescribed in clause (i) or (ii)) this is further to certify that such financialinstitution has not acquired the above-captioned Securities for purposes ofresale directly or indirectly to a United States person or to a person withinthe United States or its possessions.

This is also to certifythat, except as set further below, the above-captioned Securities arebeneficially owned by (a) non-U.S. person(s) or (b) U.S. persons residentoutside the United States who purchased the Securities in transactions outsidethe United States in accordance with Regulation S under the U.S. Securities Actof 1933, as amended the (“**Act**”).  As used in this paragraph the terms “**U.S. person**” and “**United States**” have the meanings given tothem by Regulation S under the Act.

As used herein, “**United States**” means the United States ofAmerica (including the States and the District of Columbia); and its “**possessions**” include Puerto Rico, the U.S.Virgin Islands, Guam, American Samoa, Wake Island and the Northern MarianaIslands.

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We undertake to adviseyou promptly by tested telex on or prior to the date on which you intend tosubmit your certification relating to the Securities held by you for ouraccount in accordance with your operating procedures if any applicablestatement herein is not correct on such date, and in the absence of any suchnotification it may be assumed that this certification applies as of such date.

This certificationexcepts and does not relate to [    ] ofsuch interest in the above Securities in respect of which we are not able tocertify and as to which we understand exchange and delivery of definitiveSecurities (or, if relevant, exercise of any rights or collection of anyinterest) cannot be made until we do so certify.

We understand that thiscertification is required in connection with certain securities laws of theUnited States.  In connection therewith,if administrative or legal proceedings are commenced or threatened inconnection with which this certification is or would be relevant, weirrevocably authorise you to produce this certification to any interested partyin such proceedings.

Date:     [          ](8)

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(8) To be datednot earlier than fifteen days before the Exchange Date or, as the case may be,the relevant interest payment date.

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[Account-holder] as or asagent for the beneficial owner of the Instruments.

By:        [authorised signature]

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**THESECOND SCHEDULE**

**FORM OF PERMANENT GLOBAL INSTRUMENT**
| Series Number: | [      ] | Serial Number: [   ] |
|----------------|----------------------------------------|-------------------------------------|

 

THE SECURITIESREPRESENTED BY THIS PERMANENT GLOBAL INSTRUMENT HAVE NOT BEEN AND WILL NOT BEREGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “**SECURITIES ACT**”), AND MAY NOT BE OFFERED ORSOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.PERSONS EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROM THE REGISTRATIONREQUIREMENTS OF THE SECURITIES ACT.  TERMS USED IN THIS PARAGRAPH HAVE THE MEANINGSGIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

**ABBINTERNATIONAL FINANCE LIMITED**

*(incorporatedwith limited liability in Guernsey)*

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**PERMANENTGLOBAL INSTRUMENT**

representing up to

*[Aggregateprincipal amount of Tranche]*

*[Numberof Instruments]*

*[Titleof Instruments]*

*[SwissSecurity Number]*

*[ISIN]*

*[CommonCode]*

This Permanent GlobalInstrument is issued in respect of an issue of [*description of Instruments including aggregate principal amount ofTranche*] (the “**Instruments**”)by[                    ](the “**Issuer**”).

The Issuer for valuereceived promises, all in accordance with the terms and conditions [attachedhereto/set out in the information memorandum prepared by the Issuer and dated20 December 2006 and the pricing supplement prepared in relation to theInstruments (“**Pricing Supplement**”)],to pay to the bearer upon presentation and, if appropriate, surrender hereof on[*maturity date*] [by [   ] [equal] successive[semi-annual/quarterly/other] instalments on the dates specified in the PricingSupplement](9) or on such earlier date as the same may become payable inaccordance therewith the principal amount of [*aggregateprincipal amount of Tranche*] (as reduced from time to time inaccordance with such terms and conditions) or such lesser amount as is equal tothe outstanding principal amount of the Instruments represented by thisPermanent Global Instrument or such other redemption amount as may be specifiedtherein [and to pay in arrear on the dates specified therein interest on theprincipal amount hereof from time to time at the rate or rates specifiedtherein], all subject to and in accordance with such terms and conditions.

The bearer of thisPermanent Global Instrument is entitled to the benefit of the terms andconditions referred to above and the same obligations on the part of the Issueras if such bearer were the bearer of the Instruments represented hereby, andall payments under and to the bearer of this Permanent Global Instrument shallbe valid and effective to satisfy and discharge the corresponding liabilitiesof the Issuer in respect of the Instruments.

This Permanent GlobalInstrument will be exchangeable for definitive Instruments (“**Definitive Instruments**”) in substantiallythe form (subject to completion) set out in the Third Schedule to an amendedand restated fiscal agency agreement dated 20 December 2006 (as furthersupplemented, amended or replaced, the “**FiscalAgency Agreement**”) and made between the Issuer, Fortis BanqueLuxembourg S.A. in its capacity as fiscal agent (the “**Fiscal Agent**”, which expression shallinclude any successor to Fortis Banque Luxembourg S.A. in its capacity assuch), Fortis Banque Luxembourg S.A. as principal registrar and certain otherfinancial institutions [or for registered instruments (“**Registered Instruments**”) in substantiallythe form (subject to completion) set out in the Fourth Schedule to the FiscalAgency Agreement or for a combination of Definitive Instruments and Registered 

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(9) Insert only where Instruments are InstalmentInstruments.

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Instruments](10) (a) ifEuroclear Bank S.A./N.V., as operator of the Euroclear System (the “**Euroclear System**”) or Clearstream Banking,société anonyme, Luxembourg (“**Clearstream,Luxembourg**”) or any other relevant clearing system is closed forbusiness for a continuous period of 14 days (other than by reason of legalholidays) or announces an intention permanently to cease business; (b) if anyof the Instruments represented hereby becomes due and payable following anEvent of Default (as defined in Condition 7) of the terms and conditionsreferred to above; or (c) at the option of the bearer hereof acting on behalfof the relevant beneficial owners of the interests in this Permanent GlobalInstrument and at the expense of such beneficial owners, and, in each case,upon the request of the bearer hereof on behalf of the relevant beneficialowners of the interests in this Permanent Global Instrument and at the expenseof such beneficial owners.  In order tomake such request, the bearer hereof must, not less than forty-five days beforethe date upon which the delivery of such Definitive Instruments [and/orRegistered Instruments] is required, deposit this Permanent Global Instrumentwith the Fiscal Agent at its specified office with the form of exchange noticeendorsed hereon duly completed.  On anexchange of the whole of this Permanent Global Instrument, this PermanentGlobal Instrument shall be surrendered to the Fiscal Agent.  [Any Registered Instruments shall be madeavailable in exchange in accordance with the terms and conditions applicable tothe Instruments represented hereby and the Fiscal Agency Agreement (which shallapply as if the bearer of this Permanent Global Instrument were the bearer ofthe Instruments represented hereby).](10)  AnyDefinitive Instruments will be made available for collection by the personsentitled thereto at the specified office of the Fiscal Agent.  If default is made by the Issuer in therequired delivery of such Definitive Instruments [and/or, as the case may be,Registered Instruments](10) and such default is continuing at 6.00 p.m.(London time) on the thirtieth day after the day on which the relevant noticeperiod expires, then this Permanent Global Instrument will become void and thebearer will have no further rights hereunder (but without prejudice to therights which such bearer or any other person(s) having an interest in thisPermanent Global Instrument immediately prior to it becoming void may haveunder a deed of covenant dated 10 March 1993 and executed by the Issuer inrespect of the Instruments).

[On any occasion on whicha payment of interest is made in respect of this Permanent Global Instrument,the Issuer shall procure that the Paying Agent to which this Permanent GlobalInstrument is presented notes the same on the Schedule hereto].

On any occasion on whicha payment of principal or redemption amount is made in respect of thisPermanent Global Instrument or on which this Permanent Global Instrument isexchanged as aforesaid or on which any Instruments represented by thisPermanent Global Instrument are to be cancelled, the Issuer shall cause thePaying Agent to which this Permanent Global Instrument is presented to procurethat (i) the aggregate principal amount of the Instruments in respect of whichsuch payment is made (or, in the case of a partial payment, the correspondingpart thereof) or which are delivered in definitive [or registered form](10) or whichare to be cancelled and (ii) the remaining principal amount of this PermanentGlobal Instrument (which shall be the previous principal amount hereof less theamount referred to at 

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(10) Insert onlyin the case of a Series comprising both Bearer and Registered Instruments ifthe relevant Pricing Supplement specifies that Bearer Instruments areexchangeable for Registered Instruments.

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(i) above) are noted onthe Schedule hereto, whereupon the principal amount of this Permanent GlobalInstrument shall for all purposes be as most recently so noted.

Insofar as the TemporaryGlobal Instrument by which the Instruments were initially represented has beenexchanged in part only for this Permanent Global Instrument and is then to befurther exchanged as to the remaining principal amount or part thereof for thisPermanent Global Instrument, then upon presentation of this Permanent GlobalInstrument to the Fiscal Agent at its specified office in relation to theInstruments and to the extent that the aggregate principal amount of suchTemporary Global Instrument is then reduced by reason of such further exchange,the Issuer shall cause the Fiscal Agent to procure that (i) the aggregateprincipal amount of the Instruments in respect of which such further exchangeis then made and (ii) the new principal amount of this Permanent GlobalInstrument (which shall be the previous principal amount hereof plus the amountreferred to at (i) above) are noted on the Schedule hereto, whereupon theprincipal amount of this Permanent Global Instrument shall for all purposes beas most recently noted.

The holders of interestsin Instruments listed on SWX do not have the right to request the printing anddelivery of definitive instruments. If the Fiscal Agent deems (i) the printingof definitive instruments and coupons to be necessary or useful or (ii) thepresentation of definitive instruments and coupons to be required by Swiss orforeign laws in connection with the enforcement of the rights of the holders,the Fiscal Agent will provide for such printing. The Issuer has irrevocablyauthorised the Fiscal Agent to provide for such printing on its behalf. Thedefinitive instruments will be printed and issued to the holders free of chargein exchange for their interests in the respective global instrument.

This Permanent GlobalInstrument is governed by, and shall be construed in accordance with, Englishlaw.

This Permanent GlobalInstrument shall not be valid for any purpose until authenticated for and onbehalf of Fortis Banque Luxembourg S.A., as fiscal agent.

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**ASWITNESS**the manual signature of two duly authorised officerson behalf of the Issuer.

[                              ]                                                             [                              ]
| By:      | [manual signature]  | By:    | [manual signature]  |
|----------|---------------------|--------|---------------------|
| * * | *(duly authorised)* |   | *(duly authorised)* |

 

**ISSUED**in [          ]on [          ] [  ]

**AUTHENTICATED**forand on behalf of

**FORTIS BANQUE LUXEMBOURG S.A.**

as fiscal agent

By:       [manualsignature]

*(dulyauthorised)*

[ANY UNITED STATES PERSONWHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITEDSTATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j)AND 1287(a) OF THE INTERNAL REVENUE CODE.](11)

----

(11) Insert only where the maturity of the Instrumentsis more than one year

52

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**THE SCHEDULE**

**Payments,Delivery of Definitive or Registered Instruments, Further Exchanges of the Temporary Global Instrument and Cancellation of Instruments**
| **Date of   payment,   delivery,   further   exchange   of  Temporary   Global   Instrument   or   cancellation** | ** ** | **Amount of   interest   then paid** | ** ** | **Amount of   principal   or, as the  case may   be,   redemption   amount   then paid** | ** ** | **Aggregate   principal   amount of   exchanges   for   Definitive   Instruments   or   Registered   Instruments   then   delivered** | ** ** | **Aggregate   principal   amount of   Instruments   then   cancelled** | ** ** | **Aggregate   principal   amount of   exchanges   for further   exchanges   of   Temporary   Global   Instrument** | ** ** | **Current   principal   amount of   this   Permanent   Global   Instrument** | ** ** | **Authorised   signature of   the Fiscal  Agent   and/or the   Registrar** |
|------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------|------------|-----------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------|
|                                                                                                                   |       |                                 |       |                                                                                          |       |                                                                                                                                  |       |                                                                   |       |                                                                                                               |       |                                                                         |       |                                                                       |

 

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**EXCHANGENOTICE**

                  ,being the bearer of this Permanent Global Instrument at the time of its depositwith the Fiscal Agent at its specified office for the purposes of theInstruments, hereby exercises the option set out above to have this PermanentGlobal Instrument exchanged in whole or in part for Instruments in[definitive/registered form/[    ] inaggregate principal amount of Instruments in definitive form and [   ] in aggregate principal amount of Instrumentsin registered form]* and directs that such Instruments in definitive form bemade available for collection by it from the Fiscal Agent’s specified officeand that such Instruments in registered form be made available in accordancewith the terms and conditions applicable to the Instruments represented herebyand the Fiscal Agency Agreement.
| By:    |                 |   |
|--------|----------------------|--------|
|   | *(duly  authorised)* |

 

----

| * | Delete and complete, as appropriate |
|---|-------------------------------------|

 

54

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**THE THIRDSCHEDULE**

**FORM OF DEFINITIVE INSTRUMENT (“ISMA” FORMAT)**

[On the face of theInstrument:]

[<9999999+AAXXXXXXXXX9+XX+999999>]

*[Denomination]*

THIS INSTRUMENT HAS NOTBEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, ASAMENDED (THE “**SECURITIES ACT**”),AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THEACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROMTHE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  TERMS USED IN THIS PARAGRAPH HAVE THEMEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

**ABBINTERNATIONAL FINANCE LIMITED**

*(incorporatedwith limited liability in Guernsey)*

55

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*[Aggregateprincipal amount of Tranche]*

*[Titleof Instruments]*

*[SwissSecurity Number]*

*[ISIN]*

*[CommonCode]*

[                              ](the “**Issuer**”) for value receivedpromises, all in accordance with the terms and conditions [endorsedhereon/attached hereto] [and the pricing supplement referred to therein andprepared in relation to the Instruments (the “**PricingSupplement**”)] to pay to the bearer upon presentation and, ifappropriate, surrender hereof on [*maturitydate*] [by [   ] [equal]successive [semi-annual/quarterly/other] instalments on the dates specified inthe Pricing Supplement](12) or on such earlier date as the same may becomepayable in accordance therewith the principal amount of:

***[denomination in words and numerals]***

or such other redemptionamount as may be specified therein [and to pay in arrear on the dates specifiedtherein interest on such principal amount at the rate or rates specifiedtherein, all subject to and in accordance with such terms and conditions].

[This [*title of Instrument*] shall not/Neitherthis [*title of Instrument*] norany of the interest coupons appertaining hereto shall] be valid for any purposeuntil this [*title of Instrument*]has been authenticated for and on behalf of Fortis Banque Luxembourg S.A., asfiscal agent.

This [*title of Instrument*] is governed by, andshall be construed in accordance with, English law.

**ASWITNESS**the facsimile signature of two duly authorisedofficers on behalf of the Issuer.

**[                              ]                                                       [                              ]**
| By:      | [facsimile  signature] | By:      | [facsimile signature] |
|----------|------------------------|----------|-----------------------|
| * * | *(duly  authorised)*   | * * | *(duly authorised)*   |

 

**ISSUED**in[          ] as of [          ][  ]

----

(12) Insert only where Instruments are InstalmentInstruments.

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**AUTHENTICATED**forand on behalf of

**FORTISBANQUE LUXEMBOURG S.A.,**

as fiscal agent

without recourse,warranty or liability

By:        [manual signature]

*(duly authorised)*

[ANY UNITED STATES PERSONWHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITEDSTATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j)AND 1287(a) OF THE INTERNAL REVENUE CODE.](13)

----

(13) Insert only where the maturity of the Instruments is more than oneyear.

57

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[On the reverse of theInstruments:]

**TERMSAND CONDITIONS**

*[Ascontemplated in the Information Memorandum and as amended by the relevantPricing Supplement]*

[At the foot of the Termsand Conditions:]

**FISCALAGENT**

**Fortis Banque Luxembourg S.A.,**

50, Avenue J.F. Kennedy

L2951 Luxembourg

**SWISSPAYING AGENT**

**FortisBanque (Suisse) S.A.**

20, Bd. des Philosophes

CH-1211 Genève 4

Switzerland

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**Formsof Coupons**

[On the front of Coupon:]

[Attached to the Instruments(interest-bearing, fixed rate and having Coupons):]

***[Issuer]***

***[Amount and title of Instruments]***

Coupon for [     ]due on [          ]

Such amount is payable(subject to the terms and conditions [endorsed on/attached to the [*title of Instrument*] to which this Couponappertains [and the pricing supplement referred to therein], which shall bebinding on the holder of this Coupon whether or not it is for the time beingattached to such [*title of Instrument*])against surrender of this Coupon at the specified office of the Fiscal Agent orany of the Paying Agents set out on the reverse hereof (or any other or furtherfiscal or paying agents and/or specified offices from time to time designatedfor the purpose by notice duly given in accordance with such terms andconditions).

[The attention ofCouponholders is drawn to condition 9A.06 of the terms and conditions.  The Instrument to which this Couponappertains may in certain circumstances specified in such terms and conditions,fall due for redemption before the due date in relation to this Coupon.  In such event, the Paying Agent to which suchInstrument is presented for redemption may determine, in accordance with theaforesaid condition 9A.06 that this Coupon is to become void.]

[ANY UNITED STATES PERSONWHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITEDSTATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j)AND 1287(a) OF THE INTERNAL REVENUE CODE.](14)

[<99+9999999+AAXXXXXXXXX9+XX+999999>]

----

(14) Insert only where the maturity of the Instrumentsis more than one year.

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[Attached to theInstrument (interest-bearing, floating rate and having Coupons):]

*[Issuer]*

*[Amountand title of Instruments]*

Coupon for the amount ofinterest due on [          ]

Such amount is payable(subject to the terms and conditions [endorsed on/attached to] the [*title of Instrument*] to which this Couponappertains [and the pricing supplement referred to therein], which shall bebinding on the holder of this Coupon whether or not it is for the time beingattached to such [*title of Instrument*])against surrender of this Coupon at the specified office of the Fiscal Agent orany of the Paying Agents set out on the reverse hereof (or any other or furtherfiscal or paying agents and/or specified offices from time to time designatedfor the purpose by notice duly given in accordance with such terms andconditions).

The Instrument to whichthis Coupon appertains may, in certain circumstances specified in such termsand conditions, fall due for redemption before the due date in relation to thisCoupon.  In such event, this Coupon willbecome void and no payment will be made in respect hereof.

[ANY UNITED STATES PERSONWHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITEDSTATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j)AND 1287(a) OF THE INTERNAL REVENUE CODE.](15)

[<99+9999999+AAXXXXXXXXX9+XX+999999>]

----

(15) Insert only where the maturity of the Instrumentsis more than one year.

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[On the reverse of eachCoupon:]
| **FISCAL**       | Fortis Banque Luxembourg S.A., |
|------------------|--------------------------------|
| **AGENT:**       | 50, Avenue J.F. Kennedy        |
|             | L2951 Luxembourg               |
|             |                           |
| **SWISS PAYING** | Fortis Banque (Suisse) S.A.    |
| **AGENT:**       | 20, Bd. des Philosophes        |
|             | CH-1211 Genève 4          |
|             | Switzerland                    |

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**Formof Talon**

No              

[                           ]

*[Amountand title of Instruments]*

*Talonfor further Coupons*

[ANY UNITED STATES PERSONWHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITEDSTATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j)AND 1287(a) OF THE INTERNAL REVENUE CODE.](16)

After all the Couponsappertaining to the Instrument to which this Talon appertains have matured,further Coupons [(including, where appropriate, a Talon for further Coupons)]will be issued at the specified office of the Fiscal Agent or any of the PayingAgents set out in the reverse hereof (or any other or further paying agentsand/or specified offices from time to time designated by notice duly given inaccordance with the terms and conditions [endorsed on/attached to] the [*title of Instrument*] to which this Talonappertains [and the pricing supplement referred to therein] (which shall bebinding on the holder of this Talon whether or not it is for the time beingattached to such [*title of Instrument*]))upon production and surrender of this Talon upon and subject to such terms andconditions.  The initial Paying Agentsand their specified offices are set out on the reverse hereof.

Under the said terms andconditions, such Instrument may, in certain circumstances, fall due forredemption before the original due date for exchange of this Talon and in anysuch event this Talon shall become void and no exchange shall be made inrespect hereof.

*[Issuer]*

----

(16) Insert only where the maturity of the Instrumentsis more than one year.

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**THEFOURTH SCHEDULE**

**FORM OF REGISTERED INSTRUMENT**
| ISIN Number:  [         ] | Series Number:  [       ] | Serial Number:  [       ] |
|------------------------------------------------------------------------|--------------------------------------------------------------|--------------------------------------------------------------|

 

THIS INSTRUMENT HAS NOTBEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “**SECURITIES ACT**”), AND MAY NOT BE OFFERED ORSOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.PERSONS EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROM THE REGISTRATIONREQUIREMENTS OF THE SECURITIES ACT. TERMS USED IN THIS PARAGRAPH HAVE THE MEANINGS GIVEN TO THEM BYREGULATION S UNDER THE SECURITIES ACT.

**[ABBINTERNATIONAL FINANCE LIMITED**

*(incorporatedwith limited liability in Guernsey)]*

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**[                              ]**(the “**Issuer**”)for value received promises, all in accordance with the terms and conditions[endorsed hereon/attached hereto] [and the pricing supplement referred totherein and prepared in relation to the Instruments (“**Pricing Supplement**”)], to pay to

                                                                           of                                      

.                                                                                                                   

(being the personregistered in the register referred to below or, if more than one person is soregistered, the first-named of such persons) on [*maturity date*] [by [  ] [equal] successive [semi-annual/quarterly/other] instalments on thedates specified in the Pricing Supplement](17) or on such earlier date as thesame may become payable in accordance therewith the principal sum of                                                                       [(, in the case of payment on such earlier date, as reduced in accordance withsuch terms and conditions)] or such other redemption amount as may be specifiedtherein [and to pay in arrear on the dates specified therein interest on suchprincipal amount [(as reduced in accordance with such terms and conditions)]17 at the rate or ratesspecified therein], all subject to and in accordance with such terms andconditions.

The statements set forthin the legend, if any, set forth above are an integral part of the terms ofthis Instrument and by acceptance hereof each holder of this Instrument agreesto be subject to and bound by the terms and provisions set forth in such legend,if any.

This Instrument isevidence of entitlement only.  Title tothe Instrument passes only on due registration in the Register maintained by [                              ](18),as registrar, and only the duly registered holder or if more than one person isso registered, the first-named of such persons is entitled to payment inrespect of this Instrument.

This Instrument isgoverned by, and shall be construed in accordance with, English law.

This Instrument shall notbe valid for any purpose until this Instrument has been authenticated for andon behalf of [                           ](19),as registrar.

AS WITNESS the facsimileor manual signatures of two duly authorised officers of the Issuer.
| [                                   ] | [                            ] |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                 |                                                                                                                                                                       |
| By:                                                                                                                                                                                                                  | [manual/facsimile signature]                                                                                                                                               | By: | [manual/facsimile signature] |
| * *                                                                                                                                                                                                             | *(duly authorised)*                                                                                                                                                        |   | *(duly authorised)* |
|                                                                                                                                                                                                                      |                                                                                                                                                                            |  |  |  |

 

----

(17) Insert only where Instruments are Instalment Instruments.

(18) Insert name of therelevant Registrar.

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**ISSUED**in [             ]as of [            ][ ]

**AUTHENTICATED**for and on behalf of

[                                      ]

as registrar withoutrecourse, warranty or liability

By:        [manual signature]

*(dulyauthorised)*

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**FORMOF TRANSFER**

**FORVALUE RECEIVED                                 **,being the registered holder of this [*titleof Instrument*], hereby transfers to                                                                           of                                                             ,                                    in principal amount of this [title of Instrument] and irrevocably requests andauthorises [                                             ](1),in its capacity as registrar in relation to the [*title of Instruments*] (or any successor to[           ](19), inits capacity as such) to effect the relevant transfer by means of appropriateentries in the register kept by it.

Dated:                                          
| By:      | [manual signature]  | By:    | [manual signature]  |
|----------|---------------------|--------|---------------------|
| * * | *(duly authorised)* |   | *(duly authorised)* |

 

*Notes:*

*Thename of the person by or on whose behalf this form of transfer is signed mustcorrespond with the name of the registered holder as it appears on the face ofthis Instrument.*

(i)                               *A representative of such registered holder shouldstate the capacity in which he signs (e.g. executor).*

(ii)                            *The signature of the person effecting a transfershall conform to any list of duly authorised specimen signatures supplied bythe registered holder or be certified by a recognised bank, notary public or insuch other manner as the Registrar may require.*

(iii)                         *Any transfer of [title of Instruments] shall be in anamount equal to the minimum denomination as may be specified in the relevantPricing Supplement or an integral multiple thereof.*

----

(19) Insert name of the relevant Registrar.

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**THEFIFTH SCHEDULE**

**PROVISIONS FOR MEETINGS OF HOLDERS OF INSTRUMENTS**

1.                                 (A)            Asused in this Schedule, the following expressions shall have the followingmeanings unless the context otherwise requires:

(1)                                      “**voting certificate**” shall mean a certificate in the Englishlanguage issued by any Paying Agent or, as the case may be, any Registrar anddated, in which it is stated:

(a)                     that on thedate thereof outstanding Bearer Instruments of any Series (not being BearerInstruments in respect of which a block voting instruction has been issued andis outstanding in respect of the meeting specified in such voting certificateor any adjournment thereof) bearing specified serial numbers have beendeposited to the order of such Paying Agent and that no such Bearer Instrumentswill be released until the first to occur of:

##### (i)                       theconclusion of the meeting specified in such certificate or any adjournmentthereof; and

##### (ii)                    thesurrender of the certificate to such Paying Agent; or

#### (b)                    thaton the date thereof Registered Instruments of any Series (not being RegisteredInstruments in respect of which a block voting instruction has been issued andis outstanding in respect of the meeting specified in such voting certificateor any adjournment thereof) are registered in the books and records maintainedby the Registrar in the names of specified registered holders; and

#### (c)                     thatuntil the release of the Bearer Instruments represented thereby the bearerthereof is entitled to attend and vote at such meeting or any adjournmentthereof in respect of the Instruments represented by such certificate; and

(2)             “**block voting instruction**” shall mean a document in theEnglish language issued by any Paying Agent or, as the case may be, anyRegistrar and dated, in which:

#### (a)                     itis certified that outstanding Bearer Instruments of any Series (not beingBearer Instruments in respect of which a voting certificate has been issued andis outstanding in respect of the meeting specified in such block votinginstruction or any adjournment thereof) have been deposited to the order ofsuch Paying Agent and that no such Bearer Instruments will be released untilthe first to occur of:

##### (i)                       theconclusion of the meeting specified in such document or any adjournmentthereof; and

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##### (ii)                    thesurrender, not less than 48 hours before the time for which such meeting oradjournment thereof is convened, of the receipt for each such deposited BearerInstrument which has been deposited to the order of such Paying Agent, coupledwith notice thereof being given by such Paying Agent to the Issuer; or

#### (b)                    Itis certified that Registered Instruments of any Series (not being RegisteredInstruments in respect of which a voting certificate has been issued and isoutstanding in respect of the meeting specified in such block votinginstruction and any adjournment thereof) are registered in the books andrecords maintained by the Registrar in the names of specified registeredholders;

#### (c)                     Itis certified that each depositor of such Instruments or registered holderthereof or a duly authorised agent on his or its behalf has instructed thePaying Agent or, as the case may be, the Registrar that the vote(s)attributable to his or its Instruments so deposited or registered should becast in a particular way in relation to the resolution or resolutions to be putto such meeting or any adjournment thereof and that all such instructions are,during the period of 48 hours prior to the time for which such meeting oradjourned meeting is convened, neither revocable nor subject to amendment;

#### (d)                    thetotal number, principal amount outstanding, the serial numbers and seriesnumbers of the Instruments so deposited or registered are listed,distinguishing with regard to each such resolution between those in respect ofwhich instructions have been given as aforesaid that the votes attributablethereto should be cast in favour of the resolution and those in respect ofwhich instructions have been so given that the votes attributable theretoshould be cast against the resolution; and

#### (e)                     anyperson named in such document (hereinafter called a “**proxy**”) is authorised and instructed by the Paying Agent or,as the case may be, the Registrar to cast the votes attributable to theInstruments so listed in accordance with the instructions referred to in (c)and (d) above as set out in such document.

### (B)             Aregistered holder of a Registered Instrument may by an instrument in writing inthe form for the time being available from the specified office of theRegistrar in the English language (hereinafter called a “**form of proxy**”) signed by the holder or itsduly appointed attorney or, in the case of a corporation, executed under itsseal or signed on its behalf by its duly appointed attorney or a dulyauthorised officer of the corporation, appoint any person (hereinafter alsocalled a “**proxy**”) to attend andact on his or its behalf in connection with any meeting or proposed meeting ofthe holders of Instruments.

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(C)             Votingcertificates, block voting instructions and forms of proxy shall be valid forso long as the relevant Instruments have not been released or, in the case ofRegistered Instruments, are duly registered in the name(s) of the registeredholder(s) certified in the relevant voting certificate or block votinginstruction or, in the case of a form of proxy, in the name of the appointorbut not otherwise and notwithstanding any other provision of this Schedule andduring the validity thereof the holder of any such voting certificate or, asthe case may be, the proxy shall, for all purposes in connection with anymeeting of holders of Instruments, be deemed to be the holder of theInstruments of the relevant Series to which such voting certificate, blockvoting instructions or form of proxy relates and, in the case of Bearer Instruments,the Paying Agent to the order of whom such Instruments have been deposited and,in the case of Registered Instruments, the registered holder(s) shallnevertheless be deemed for such purposes not to be the holder of thoseInstruments.

2.                                 TheIssuer at any time may, and upon a request in writing by holders of Instrumentsholding not less than one-tenth of the principal amount outstanding of theInstruments of any particular Series for the time being outstanding at any timeafter such Instruments shall have become repayable owing to an event of defaultunder the Conditions applicable to such Instruments shall, convene a meeting ofthe holders of Instruments of such Series. Whenever the Issuer wishes or is obliged to convene any such meeting itshall forthwith give notice in writing to the Fiscal Agent of the day, time andplace thereof and of the nature of the business to be transacted thereat.  Every such meeting or adjournment thereofshall be held at such time and place as the Fiscal Agent may approve.

3.                                 Atleast twenty-one days’ notice (exclusive of the day on which the notice isgiven and of the day on which the meeting is held) specifying the day, time andplace of meeting shall be given to the holders of the Instruments of therelevant Series.  A copy of the noticeshall be given to the Issuer unless the meeting shall be convened by the Issuerand a copy shall be given to the Fiscal Agent and, in the case of RegisteredInstruments, the Registrar.  Such noticeshall be given in the manner provided in the Conditions and shall specify thegeneral nature of the business to be transacted at the meeting thereby convenedbut (except in the case of an Extraordinary Resolution) it shall not benecessary to specify in such notice the form of any resolution to be proposedand shall include, *inter alia*,statements to the effect:

(a)                                      thatBearer Instruments of the relevant Series may be deposited with (or to theorder of) any Paying Agent for the purpose of obtaining voting certificates orappointing proxies until 48 hours before the time fixed for the meeting but notthereafter;

(b)                                     that(without prejudice to the provisions of paragraph 1(B)) registered holders ofRegistered Instruments may obtain voting certificates or appoint proxies notlater than (except in the case of a form of proxy) 48 hours before the timefixed for the meeting but not thereafter.

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4.                                 Aperson (who may, but need not, be the holder of an Instrument of the relevantSeries) nominated in writing by the Fiscal Agent shall be entitled to take thechair at every meeting but if no such nomination is made or if at any meetingthe person nominated shall not be present within fifteen minutes after the timeappointed for the holding of such meeting the holders of Instruments presentmay appoint another such person to be chairman and failing such choice theIssuer may appoint the chairman.  The chairmanof a reconvened meeting need not be the same person who was chairman of theoriginal meeting.

5.                                 Atany such meeting any two or more persons present in person holding Instrumentsof the relevant Series or voting certificates or being proxies and holding orrepresenting in the aggregate at least one-third in principal amountoutstanding of the Instruments of the relevant Series for the time beingoutstanding shall form a quorum for the transaction of business Provided thatat any meeting at which an Extraordinary Resolution is to be proposed for thepurpose of effecting any of the modifications specified in the proviso toparagraph 18 hereof the quorum for such meeting shall be any two or morepersons present in person holding Instruments of the relevant Series or votingcertificates or being proxies and holding or representing in the aggregate atleast 75 per cent. in principal amount outstanding of the Instruments of therelevant Series for the time being outstanding and no business (other than the choosingof a chairman) shall be transacted at any meeting unless the requisite quorumbe present at the commencement of business.

6.                                 Ifwithin 15 minutes from the time appointed for any such meeting a quorum is notpresent the meeting shall, if convened upon the requisition of holders ofInstruments, be dissolved.  In any othercase it shall stand adjourned for such period, not being less than fourteendays nor more than forty-two days, as may be decided by the chairman.  At such adjourned meeting two or more personspresent in person holding Instruments of the relevant Series or votingcertificates or being proxies (whatever the principal amount outstanding of theInstruments of the relevant Series so held or represented by them) shall form aquorum and shall have the power to pass any resolution and to decide upon allmatters which could properly have been dealt with at the original meeting had aquorum been present at such meeting Provided that at any adjourned meeting atwhich an Extraordinary Resolution is to be proposed for the purpose ofeffecting any of the modifications specified in the proviso to paragraph 18hereof the quorum for such meeting shall be two or more persons present holdingInstruments of the relevant Series or voting certificates or being proxies andholding or representing in the aggregate at least 25 per cent. in principalamount outstanding of the Instruments of the relevant Series for the time beingoutstanding.

7.                                 Thechairman may with the consent of (and shall if directed by) any meeting adjournthe same from time to time and from place to place but no business shall betransacted at any adjourned meeting except business which might lawfully havebeen transacted at the meeting from which the adjournment took place.

8.                                 Atleast ten days’ notice (exclusive of the day on which the notice is given andthe day on which the meeting is held) of any meeting adjourned through want ofa quorum 

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shall be given inthe same manner as of an original meeting and such notice shall state thequorum required at such adjourned meeting. Subject as aforesaid, it shall not be necessary to give any notice of anadjourned meeting.

9.                                 Everyquestion submitted to a meeting shall be decided in the first instance by ashow of hands and in case of equality of votes the chairman shall both on ashow of hands and on a poll have a casting vote in addition to the vote orvotes (if any) to which he may be entitled as a holder of an Instrument orvoting certificate or being a proxy.

10.                           At anymeeting, unless a poll is (before or on the declaration of the result of theshow of hands) demanded by the chairman or the Issuer or by one or more personsholding one or more Instruments of the relevant Series or voting certificatesor being proxies and holding or representing in the aggregate not less than 2per cent. of the principal amount outstanding of the Instruments of therelevant Series for the time being outstanding, a declaration by the chairmanthat a resolution has been carried or carried by a particular majority or lostor not carried by any particular majority shall be conclusive evidence of thefact without proof of the number or proportion of the votes recorded in favourof or against such resolution.

11.                           If atany meeting a poll is so demanded, it shall be taken in such manner and(subject as hereinafter provided) either at once or after such an adjournmentas the chairman directs and the result of such poll shall be deemed to be theresolution of the meeting at which the poll was demanded as at the date of thetaking of the poll.  The demand for apoll shall not prevent the continuance of the meeting for the transaction ofany business other than the question on which the poll has been demanded.

12.                           Anypoll demanded at any meeting on the election of a chairman or on any questionof adjournment shall be taken at the meeting without adjournment.

13.                           TheFiscal Agent, the Issuer and, in the case of Registered Instruments, theRegistrar (through their respective representatives) and their respectiveadvisers shall be entitled to attend and speak at any meeting of the holders ofInstruments.  No person shall be entitledto attend (except as provided above) or to vote at any meeting of the holdersof Instruments or to join with others in requesting the convening of such ameeting unless he is the holder of an Instrument or a voting certificate or isa proxy.

14.                           Subjectas provided in paragraph 9 above, at any such meeting (a) on a show of handsevery person who is present (being an individual) in person or (being a corporation)by a duly authorised representative and (i) who is a holder of Instruments, andin the case of Bearer Instruments, produces such Instruments or (ii) whoproduces a voting certificate or (iii) 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[            ](20)principal amount outstanding of Instruments of the relevant Series so producedor represented by the voting certificate so produced or in respect of which heis a proxy.  Without prejudice

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(20) The currencyand amount of the smallest denomination of Instruments available in relation tothe particular Series shall be deemed to be inserted here.

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to the obligationsof the proxies named in any block voting instruction or form of proxy, anyperson entitled to more than one vote need not use all his votes or cast allthe votes to which he is entitled in the same way.

15.                           A proxynamed in any block voting instruction or form of proxy need not be a holder ofan Instrument.

16.                           Eachblock voting instruction and each form of proxy, together (if so required bythe Issuer) with proof satisfactory to the Issuer of its due execution, shallbe deposited at such place as the Issuer shall designate not less than 24 hoursbefore the time appointed for holding the meeting or adjourned meeting at whichthe proxy named in the block voting instruction or form of proxy proposes tovote and in default the block voting instruction or form of proxy shall not betreated as valid unless the chairman of the meeting decides otherwise beforesuch meeting or adjourned meeting proceeds to business.  A certified copy of each such block votinginstruction and form of proxy and satisfactory proof as aforesaid (if applicable)shall, be deposited with the Issuer at such place as aforesaid before thecommencement of the meeting or adjourned meeting but the Issuer shall notthereby be obliged to investigate or be concerned with the validity of, or theauthority of the proxy named in, any such block voting instruction or form ofproxy.

17.                           Withoutprejudice to paragraph 1, any vote given in accordance with the terms of ablock voting instruction or form of proxy shall be valid notwithstanding theprevious revocation or amendment of the block voting instruction or form ofproxy or of any of the Instrument holders’ instructions pursuant to which itwas executed, provided that no intimation in writing of such revocation oramendment shall have been received by the Issuer or by the chairman of themeeting, in each case not less than 24 hours before the commencement of themeeting or adjourned meeting at which the block voting instruction or form ofproxy is used.

18.                           Ameeting of the holders of Instruments shall, in respect of the Instruments ofthe relevant Series and subject to the provisions contained in the Conditions,in addition to the powers hereinbefore given, but without prejudice to anypowers conferred on other persons by these presents, have the following powersexercisable by Extraordinary Resolution only namely:

(a)                                      powerwith the approval of the Issuer to sanction any modification, abrogation,variation or compromise of, or arrangement in respect of, the rights of theholders of Instruments and/or Coupons in respect of the Instruments of therelevant Series, against the Issuer, whether such rights shall arise under theInstruments of that Series, the Deed of Covenant executed by the Issuer orotherwise;

(b)                                     powerto assent to any modification to the provisions contained herein or of theInstruments or Coupons of the relevant Series which shall be proposed by theIssuer;

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(c)                                      powerto sanction any proposal by the Issuer for the exchange or substitution for theInstruments of the relevant Series of, or the conversion of those Instrumentsinto, shares, stock, bonds, debentures, debenture stock or other obligations orsecurities of the Issuer or any other body corporate formed or to be formedotherwise than in accordance with any provisions of the Conditions applicableto the Instruments of the relevant Series;

(d)                                     powerto assent to any modification of the provisions contained in the Instruments orthe Coupons of the relevant Series, the Conditions thereof, this Schedule, theFiscal Agency Agreement or the Deed of Covenant executed by the Issuer whichshall be proposed by the Issuer;

(e)                                      powerto waive or authorise any breach or proposed breach by the Issuer of itsobligations under the Conditions applicable to the Instruments of the relevantSeries or any act or omission which might otherwise constitute an event of defaultunder the Conditions applicable to the Instruments of the relevant Series;

(f)                                        powerto authorise the Fiscal Agent, the Registrar or any other person to concur inand execute and do all such deeds, instruments, acts and things as may benecessary to carry out and give effect to any Extraordinary Resolution;

(g)                                     powerto give any authority, direction or sanction which under the Conditionsapplicable to the Instruments of the relevant Series is required to be given byExtraordinary Resolution;

(h)                                     powerto appoint any persons (whether holders of Instruments or not) as a committeeor committees to represent the interests of the holders of Instruments inrespect of the Instruments of the relevant Series and to confer upon suchcommittee or committees any powers or discretions which such holders ofInstruments could themselves exercise by Extraordinary Resolution; and

(i)                                         powerto approve other security as contemplated by Condition 4.01.

Provided that the specialquorum provisions contained in the provisos to paragraphs 5 and 6 shall applyin relation to any Extraordinary Resolution for the purpose of makingmodification of the provisions contained in the Instruments or the Coupons ofany Series or the Conditions applicable thereto which:

(i)                                         variesthe date of maturity or any date of redemption of any of the Instruments of therelevant Series or any date for payment of any principal or interest in respectthereof; or

(ii)                                      reducesor cancels the principal amount of the Instruments of the relevant Series orany amount payable thereon, varies any provision regarding the calculation ofthe rate of interest or any other amount payable thereon or 

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varies the rate ofdiscount, rate of amortisation or any other rate of return applicable thereto;or

(iii)            modifiesthe provisions contained in this Schedule concerning the quorum required at anymeeting of holders of Instruments in respect of the Instruments of the relevantSeries or any adjournment thereof or concerning the majority required to passan Extraordinary Resolution; or

(iv)                                  variesthe currency in which any payment (or other obligation) in respect of theInstruments of the relevant Series is to be made; or

(v)                                     amendsthis proviso in any manner.

19.                           AnExtraordinary Resolution passed at a meeting of the holders of Instruments inrespect of the Instruments of the relevant Series duly convened and held inaccordance with these presents shall be binding upon all the holders ofInstruments of the relevant Series, whether present or not present at suchmeeting, and upon all the holders of all Coupons in respect of Instruments ofthe relevant Series and each of the holders of Instruments and Coupons shall,in respect of the Instruments of that Series, be bound to give effect theretoaccordingly.  The passing of any such resolutionshall be conclusive evidence that the circumstances of such resolution justifythe passing thereof.

20.                           Theexpression “**Extraordinary Resolution**” whenused in these presents means a resolution passed at a meeting of the holders ofInstruments in respect of the Instruments of the relevant Series duly convenedand held in accordance with the provisions contained herein by a majorityconsisting of not less than three-fourths of the votes cast thereon.

21.                           Minutesof all resolutions and proceedings at every such meeting as aforesaid shall bemade and duly entered in books to be from time to time provided for thatpurpose by the Issuer and any such minutes as aforesaid, if purporting to besigned by the chairman of the meeting at which such resolutions were passed orproceedings transacted or by the chairman of the next succeeding meeting of theholders of Instruments in respect of the Instruments of the relevant Series,shall be conclusive evidence of the matters therein contained and, until thecontrary is proved, every such meeting in respect of the proceedings of whichminutes have been made and signed as aforesaid shall be deemed to have beenduly convened and held and all resolutions passed or proceedings transactedthereat to have been duly passed and transacted.

22.                           So longas the relevant Instruments are represented by a global instrument, for thepurposes of this Schedule the holder of the global instrument shall be deemedto be two persons holding or representing such principal amount of Instrumentsas are, at the relevant time, represented by such global instrument.

23.                           AnyInstruments which have been purchased or are held by (or on behalf of) theIssuer or any affiliate of the Issuer or ABB Ltd or any subsidiary of ABB Ltdbut which have 

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not been cancelledshall, unless or until resold, be deemed not to be outstanding for the purposesof this Schedule.

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**THESIXTH SCHEDULE**

**FORM OF DEED OF ASSUMPTION**

This Deed of Assumptionis made on [        ],[   ] between[          ] (the “**Issuer**”), a company incorporated under the laws of[          ] whoseregistered/principal office is situated at[          ] and[          ] (the “**Substituted Debtor**”) a company incorporated in[          ] whoseregistered/principal office is situated at[          ].

**WHEREAS:**

(A)                        The Issuerhas issued *[insert aggregate principal amount and title of theInstruments]* (the “**Instruments**”,each holder of such Instruments being an “**Instrumentholder**”)[and any interest coupons attached to such Instruments (the “**Coupons**”, each holder of such Coupons being a “**Couponholder**”)] pursuant to a Fiscal Agency Agreement dated10 March 1993 and amended and restated on 20 December 2006 (the “**Fiscal Agency Agreement**”) between Fortis Banque LuxembourgS.A., (the “**Fiscal Agent**”), the Issuer, theother companies named therein as issuers and the paying agents and registrarsnamed therein.

(B)                          TheIssuer proposes, pursuant to Condition 15 of the Terms and Conditions of theInstruments (the “**Conditions**”) tosubstitute the Substituted Debtor as principal debtor in respect of theInstruments.

**NOW THIS DEED WITNESSETH ASFOLLOWS:**

1.                                 TheSubstituted Debtor hereby agrees that, with effect from and including theeffective date hereof, it shall be the “Issuer” for all purposes in respect ofthe Instruments and the Coupons and accordingly it shall assume all theobligations and liabilities and shall be entitled to all the rights andbenefits on the part of the Issuer contained therein.

2.                                 TheSubstituted Debtor hereby acknowledges and agrees that, with effect from andincluding the effective date hereof:

(a)                                      theIssuer is released from all its liabilities, in its capacity as issuer of theInstruments, in respect of the Instruments; and

(b)                                     theConditions are amended in accordance with the Schedule hereto.

3.                                 TheSubstituted Debtor and the Issuer hereby jointly and severally agree that theexisting [Temporary Global Instrument, Permanent Global Instrument, RegisteredInstrument(s) or, as the case may be, Definitive Instruments] shall continue infull force and effect on the understanding that, with effect from and includingthe effective date hereof:

(a)                                      allreferences to “*[Name of Issuer]*” shall be readand construed as references to the Substituted Debtor; and

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(b)                                     theConditions shall be amended as set out in the Schedule hereto, together withany other consequential amendments which may be appropriate in order topreserve the rights of the Instrumentholders and (if any) Couponholders.

4.           (A)           TheSubstituted Debtor and the Issuer hereby acknowledge and covenant that thebenefit of the undertakings and the covenants binding upon them contained inthis Deed of Assumption shall be for the benefit of each and everyInstrumentholder and (if any) Couponholder whether or not such Instrumentholderor Couponholder was an initial subscriber of such Instrument and eachInstrumentholder and (if any) Couponholder shall be entitled severally toenforce the said obligations against the Substituted Debtor.

(B)                                    ThisDeed of Assumption shall be deposited with and held by the Fiscal Agent and theSubstituted Debtor, and the Issuer and the Substituted Debtor herebyacknowledge the right of every Instrumentholder and Couponholder to productionof this Deed of Assumption and upon request and payment of the expensesincurred in connection therewith, the production of a copy hereof certified bythe Fiscal Agent to be a true and complete copy.

5.                                 Theillegality, invalidity or unenforceability of any provision of this Deed ofAssumption under the law of any jurisdiction shall not affect its legality,validity or enforceability under the law of any other jurisdiction nor thelegality, validity or enforceability of any other provision.

6.                                 ThisDeed of Assumption may only be amended in the same way as the other Conditionsof the Instruments are capable of amendment pursuant to the Fifth Schedule ofthe Fiscal Agency Agreement.

7.           (A)           ThisDeed of Assumption shall be governed by and construed in accordance with thelaws of England.

(B)                                    TheCourts of England are to have jurisdiction to settle any disputes which mayarise out of or in connection with this Deed of Assumption and accordingly anylegal action or proceedings arising out of or in connection with this Deed ofAssumption (“**Proceedings**”) may be brought insuch courts.  Each of the SubstitutedDebtor and the Issuer irrevocably submits to the jurisdiction of such courtsand waives any objection to Proceedings in such courts whether on the ground ofvenue or on the ground that the Proceedings have been brought in aninconvenient forum.  These submissionsare for the benefit of each of the Instrumentholders and the Couponholders andshall not limit the right of any of them to take Proceedings in any other courtof competent jurisdiction nor shall the taking of Proceedings in any one ormore jurisdictions preclude the taking of Proceedings in any other jurisdiction(whether concurrently or not).

(C)                                    Eachof the Substituted Debtor and the Issuer irrevocably appoints ABB Limited atits registered office (presently at Daresbury Park, Daresbury, 

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Warrington WA44BT, Cheshire) as its authorised agent for service of process in England inrespect of any Proceedings.  If for anyreason such agent shall cease to be such agent for service of process or shallno longer have a registered office in England, the Substituted Debtor and theIssuer shall appoint another agent for service of process in England withintwenty-one days and if the Issuer and/or the Substituted Debtor fails to makeany such appointment within twenty-one days, the Fiscal Agent shall be entitledto appoint such a person by notice to the Issuer and/or the Substituted Debtor.

**IN WITNESS**whereof this Deed has been executed by and on behalf of the parties hereto asof the day and year first above written.
| EXECUTED as a deed under  Seal by                                                                                                             | )      |
|-----------------------------------------------------------------------------------------------------------------------------------------------|--------|
| *[the  Substituted Debtor]*                                                                                                                   | )      |
| acting by  [          ] and  [          ] | )      |
| in the presence  of:                                                                                                                          | )      |
|                                                                                                                                          |   |
| Witness:                                                                                                                                      |
|                                                                                                                                          |
| Name:                                                                                                                                         |
|                                                                                                                                          |
| Address:                                                                                                                                      |
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| Occupation:                                                                                                                                   |
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| Witness:                                                                                                                                      |
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| Name:                                                                                                                                         |
|                                                                                                                                          |
| Address:                                                                                                                                      |
|                                                                                                                                          |
| Occupation:                                                                                                                                   |

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| EXECUTED as a deed under  Seal by                                                                                                             | )      |
|-----------------------------------------------------------------------------------------------------------------------------------------------|--------|
| *[the  Issuer]*                                                                                                                               | )      |
| acting by  [          ] and  [          ] | )      |
| in the presence  of:                                                                                                                          | )      |
|                                                                                                                                          |   |
| Witness:                                                                                                                                      |
|                                                                                                                                          |
| Name:                                                                                                                                         |
|                                                                                                                                          |
| Address:                                                                                                                                      |
|                                                                                                                                          |
| Occupation:                                                                                                                                   |
|                                                                                                                                          |
| Witness:                                                                                                                                      |
|                                                                                                                                          |
| Name:                                                                                                                                         |
|                                                                                                                                          |
| Address:                                                                                                                                      |
|                                                                                                                                          |
| Occupation:                                                                                                                                   |

 

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**THESCHEDULE**

**Post-SubstitutionAmendments to the Conditionsof the Instruments of the relevant Series**

1.                               Followingany substitution pursuant to Condition 15, the Conditions of the Instruments ofthe relevant Series shall apply as if all references to the “Issuer” thereinwere to the Substituted Debtor.

2.                               Inthe event that ABB Ltd shall become the Substituted Debtor the Conditions shallapply with the following further amendments:

(i)          Conditions4.02, 4.03 and Condition 7.01(v) shall not apply to such Instruments;

(i)          thewords “... its obligation set out in Condition 4.02 ...” to “... performance orobservance of any of its other...” in lines 1 to 5 of Condition 7.01(ii) shallbe deleted and replaced by the word “any”;

(ii)         Condition15 shall not apply to such Instruments and, in respect of such Instruments,shall be deemed to be replaced with the following:

“the Issuer may be replaced, and any direct orindirect subsidiary of the Issuer may be substituted for the Issuer, asprincipal debtor in respect of the Instruments, without the consent of theHolders of the Instruments or Coupons. If the Issuer shall determine that any such subsidiary shall become theprincipal debtor (in such capacity, the “**Substituted Debtor**”),the Issuer shall give not less than 30 nor more than 45 days’ notice, inaccordance with Condition 14, to the Holders of the Instruments of such eventand, immediately on the expiry of such notice, the Substituted Debtor shallenter into a Deed of Assumption, the form of which is set out in the SixthSchedule to the Fiscal Agency Agreement and become the principal debtor inrespect of the Instruments in place of the Issuer and the Holders of theInstruments shall thereupon cease to have any rights or claims whatsoeveragainst the Issuer.  However, no suchsubstitution shall take effect (i) until such Substituted Debtor shall haveentered into a keep-well agreement with ABB Ltd substantially in the form ofother keep-well agreements entered into by ABB Ltd with certain of its director indirect subsidiaries, (ii) until such Substituted Debtor shall haveexecuted a deed of covenant substantially in the form of the Deed of Covenant,(iii) in any case, until the Substituted Debtor shall have provided suchdocuments as may be necessary to make the Deed of Assumption, the  Instruments, the Fiscal Agency Agreement,such deed of covenant and such keep-well agreement the legal, valid and binding

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obligations of, as appropriate, the Substituted Debtorand ABB Ltd together with legal opinions, either unqualified or subject only tonormal, usual or appropriate qualifications and assumptions to the effect thatthe Deed of Assumption, the Instruments, the Fiscal Agency Agreement, such deedof covenant and such keep-well agreement are legal, valid and binding obligationsof, as appropriate, ABB Ltd and the Substituted Debtor, (iv) the SubstitutedDebtor shall have obtained all necessary governmental and regulatory approvalsand consents, if any, for the substitution, and (v) the Substituted Debtorshall have appointed the process agent appointed by the Issuer in Condition18.3 as its agent in England to receive service of process on its behalf inrelation to any legal action or proceedings arising out of or in connectionwith the Instruments and the Coupons. Upon any such substitution, the Instruments and Coupons will, ifnecessary, be deemed to be modified in all appropriate respects.”

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**THESEVENTH SCHEDULE**

RegulationsConcerning Transfers Of Registered Instruments And Exchanges Of BearerInstruments For Registered Instruments

1.                                 EachRegistered Instrument shall be in a principal amount equal to the minimumdenomination specified in the relevant Pricing Supplement or an integralmultiple thereof.

2.                                 TheRegistered Instruments are transferable in a principal amount equal to theminimum denomination specified in the relevant Pricing Supplement or anintegral multiple thereof by execution of the form of transfer endorsed underthe hand of the transferor or of a duly appointed attorney on its behalf or,where the transferor is a corporation, under its seal or signed on its behalfby its duly appointed attorney or a duly authorised officer or officers of thecorporation.  In this Schedule “transferor”shall where the context permits or requires include joint transferors and beconstrued accordingly.

3.                                 TheRegistered Instrument to be transferred must be delivered for registration tothe specified office of the Registrar accompanied by such other evidence(including legal opinions) as the Registrar may reasonably require to prove thetitle of the transferor or his right to transfer the Registered Instrument andhis identity and, if the form of transfer is executed by some other person onhis behalf or in the case of the execution of a form of transfer on behalf of acorporation by an officer or officers or an attorney, the authority of thatperson or those persons to do so.  Thesignature of the person effecting a transfer of a Registered Instrument shallconform to any list of duly authorised specimen signatures supplied by theregistered holder or be certified by a recognised bank, notary public or insuch other manner as the Registrar may require.

4.                                 Theexecutors or administrators of a deceased holder of a Registered Instrument(not being one of several joint holders) and in the case of the death of one ormore of joint holders the survivor or survivors of such joint holders shall bethe only persons recognised by the Issuer as having any title to suchRegistered Instruments.

5.                                 Anyperson becoming entitled to Registered Instruments in consequence of the deathor bankruptcy of the holder of such Registered Instruments may, upon producingsuch evidence that he holds the position in respect of which he proposes to actunder this paragraph or of his title as the Issuer shall require (includinglegal opinions), be registered himself as the holder of such RegisteredInstruments or, subject to the preceding paragraphs as to transfer, maytransfer such Registered Instruments. The Issuer and the Registrar may retain any amount payable upon theRegistered Instruments to which any person is so entitled until such personshall be so registered or shall duly transfer the Registered Instruments.

6.                                 Unlessotherwise requested by him and agreed by the Issuer, the holder of RegisteredInstruments or the holder of Bearer Instruments, the subject of a request foran exchange for Registered Instruments shall be entitled to receive only oneRegistered

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Instrument in respect of his holding or in respect ofthe Bearer Instruments, the subject of a particular request for an exchange.

7.           Thejoint holders of a Registered Instrument shall be entitled to one RegisteredInstrument only in respect of their joint holding which shall, except wherethey otherwise direct, be delivered to the joint holder whose name appearsfirst in the Register in respect of the joint holding.

8.           Wherethere is more than one transferee (to hold other than as joint holders),separate forms of transfer (obtainable from the specified office of theRegistrar) must be completed in respect of each new holding.

9.           Wherea holder of a Registered Instrument has transferred part only of his holdingcomprised therein there shall be delivered to him a Registered Instrument inrespect of the balance of such holding.

10.         TheIssuer, the Registrar and the Fiscal Agent shall, save in the case of the issueof replacement Registered Instruments, make no charge to the holders for theregistration of any holding of Registered Instruments or any transfer ofRegistered Instruments or in respect of any exchange of Bearer Instruments forRegistered Instruments or for the issue of any Registered Instruments or forthe delivery of Registered Instruments at the specified office of theRegistrar.

11.         Subjectalways to the terms and conditions applicable to the Instruments of therelevant Series, the Registrar will within three Relevant Banking Days of thetransfer date or the exchange date applicable to a transfer of RegisteredInstruments or an exchange of Bearer Instruments for Registered Instrumentsmake available at its specified office a new Registered Instrument in respectof the Registered Instrument transferred or in respect of Bearer Instrumentsthe subject of a request for an exchange for Registered Instruments.  In the case of a transfer of part only of aRegistered Instrument, a new Registered Instrument in respect of the balance ofthe Registered Instrument transferred will be so delivered to the transferor.

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**THEEIGHTH SCHEDULE**

**THESPECIFIED OFFICES OF THE PAYING AGENTS AND THE REGISTRARS**

The Fiscal Agent andPrincipal Registrar:

Fortis Banque LuxembourgS.A.,

50, Avenue J.F. Kennedy

L2951 Luxembourg

Telex: 3401 BGL lu

Fax:   +352 4242 2887

The other Paying Agent:

Fortis Banque (Suisse)S.A.

20, Bd. des Philosophes

CH-1211 Genève 4

Switzerland

Tel:                   +41 (0) 58 322 0349

Fax:                  +41 (0) 58322 0457

SWIFT:           MPCHCHGG

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**SIGNATURES**

**ABB INTERNATIONAL FINANCE LIMITED**
| /s/ | Alex Hall |   | /s/        | Chris Noon |   |
|-----|-----------|--------|------------|------------|--------|
| By: | Alex Hall | By:    | Chris Noon |

 

**FORTIS BANQUE LUXEMBOURG S.A.**

as Fiscal Agent and

Principal Registrar
|        |           |   |                   |                   |
|--------|----------------|--------|------------------------|------------------------|
|   |           |   |                   |                   |
| /s/    | Nicholas Ogden |   | /s/                    | Jean - Claude Baulisch |   |
| By:    | Nicholas Ogden | By:    | Jean - Claude Baulisch |

 

**FORTISBANQUE (SUISSE) S.A.**

as Paying Agent
|     |        |   |     |     |
|-----|-------------|--------|----------|----------|
|     |        |   |     |     |
| /s/ | R. Stephani |   | /s/      | A. Nanni |   |
| By: | R. Stephani | By:    | A. Nanni |

 

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