Common use of FISCAL AGENT; OTHER AGENTS Clause in Contracts

FISCAL AGENT; OTHER AGENTS. The Issuer hereby appoints Citibank, N.A. (London Branch) having a corporate trust office ("Principal Office") at 000 Xxxxxx, Xxxxxx XX0X XXX, in England, as fiscal agent and principal paying agent of the Issuer in respect of the Securities upon the terms and subject to the conditions herein set forth, and Citibank, N.A. (London Branch) hereby accepts such appointment. Citibank, N.A. (London Branch), and any successor or successors as such fiscal agent qualified and appointed in accordance with Section 9 hereof, are herein called the "Fiscal Agent". The Fiscal Agent shall have the powers and authority granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer as may be mutually agreed upon by the Issuer and the Fiscal Agent. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer may, at its discretion, appoint one or more other or additional agents (each of the principal paying agent, each paying agent appointed herein and each such other or additional paying agent, (a "Paying Agent" or "Paying Agents") for the payment (subject to applicable laws and regulations) of the principal of (and premium, if any) and any interest on the Securities, and in addition to the appointment contemplated by Section 3(i), one or more agents (each transfer agent appointed herein and each such other or additional transfer agent, a "Transfer Agent" or "Transfer Agents") for the exchange of Securities, at such place or places as the Issuer may determine. The Issuer shall promptly notify the Fiscal Agent of the name and address of each Paying Agent and Transfer Agent appointed by it and of the country or countries in which a Paying Agent or Transfer Agent may act in that capacity, and will notify the Fiscal Agent of the resignation or termination of any Paying Agent or Transfer Agent. Subject to the provisions of Section 9(c) hereof, the Issuer may vary or terminate the appointment of any such Paying Agent or Transfer Agent at any time and from time to time upon giving not less than ninety days' notice to such Paying Agent or Transfer Agent, as the case may be, and to the Fiscal Agent. The Issuer shall cause notice of any resignation, termination or appointment of any Paying Agent or Transfer Agent or of the Fiscal Agent and of any change in the office through which any such Agent will act to be given to the holders at their addresses as they appear in the Security Register.

FISCAL AGENT; OTHER AGENTS. The Issuer hereby appoints Citibank, N.A. (London Branch) having a corporate trust acting through its office ("Principal Office") at 000 XxxxxxCitigroup Centre, Canada Square, Xxxxxx XX0X XXXXxxxx, in EnglandXxxxxx X00 0XX, Xxxxxx Xxxxxxx, as fiscal agent and principal paying agent of the Issuer in respect of the Securities upon the terms and subject to the conditions herein set forth, and Citibank, N.A. (London Branch) Citibank hereby accepts such appointment. Citibank, N.A. (London Branch), Citibank and any successor or successors as such fiscal agent qualified and appointed in accordance with Section 9 hereof9, are herein called the "“Fiscal Agent"”. The Fiscal Agent shall have the powers and authority granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer as may be mutually agreed upon by the Issuer and the Fiscal Agent. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer may, at its discretion, appoint one or more other or additional agents (each of the principal paying agent, each paying agent appointed herein and each such other or additional paying agent, (a "“Paying Agent" ” or "“Paying Agents"”) for the payment (subject to applicable laws and regulations) of the principal of (and premium, if any) and any interest on the Securities, Securities of a Series and in addition to the appointment contemplated by Section 3(i), one or more agents (each transfer agent appointed herein and each such other or additional transfer agent, a "“Transfer Agent" ” or "“Transfer Agents"” and together with the Paying Agents and the Fiscal Agent, the “Agents”) for the transfer and exchange of Securities, Securities of a Series at such place or places as the Issuer may determine; provided, however, that so long as any Securities of such Series are listed on any stock exchange, the Issuer shall maintain a Paying Agent in such city as such stock exchange may so require; and provided further that, in the event that Securities are issued in registered form, the Issuer shall at all times maintain a Paying Agent and Transfer Agent in The City of New York, or, if set forth in the Authorization relating to such Securities, in London, and in such other city as such stock exchange may require (which Paying Agent and Transfer Agent may be, and initially shall be, the Fiscal Agent). The Issuer shall promptly notify the Fiscal Agent of the name and address of each additional Paying Agent and Transfer Agent appointed by it and of the country or countries in which a Paying Agent or Transfer Agent may act in that capacity, and will notify the Fiscal Agent of the resignation or termination of any Paying Agent or Transfer Agent. Subject to the provisions of Section 9(c) hereof), the Issuer may vary or terminate the appointment of any such Paying Agent or Transfer Agent at any time and from time to time upon giving not less than ninety ten calendar days' ’ notice to such Paying Agent or Transfer Agent, as the case may be, and to the Fiscal Agent. The Notwithstanding the foregoing, if the Issuer issues bearer Securities of a Series, to the extent provided in the Securities of such Series the Issuer shall maintain under appointment a Paying Agent or Paying Agents with respect to such bearer Securities outside the United States of America, its territories, its possessions and other areas subject to its jurisdiction (the “United States”) for the payment of principal of (and premium, if any) and any interest on such bearer Securities. In respect of the Securities of a Series, the Issuer shall cause notice of any resignation, termination or appointment of any Paying Agent or Transfer Agent or of the Fiscal Agent Agent, and of any change in the office through which any such Agent will act act, to be given to the holders at their addresses as they appear provided in the Security RegisterSecurities of such Series.

FISCAL AGENT; OTHER AGENTS. The Issuer hereby appoints CitibankThe Bank of New York Mellon Trust Company, N.A. (London Branch) having a N.A., acting through its corporate trust office in Chicago, Illinois ("Principal the “Corporate Trust Office") at 000 Xxxxxx, Xxxxxx XX0X XXX, in England”), as fiscal agent and principal paying agent of the Issuer in respect of the Securities Securities, upon the terms and subject to the conditions herein set forth, and CitibankThe Bank of New York Mellon Trust Company, N.A. (London Branch) N.A., hereby accepts such appointment. CitibankThe Bank of New York Mellon Trust Company, N.A. (London Branch)N.A., and any successor or successors as such fiscal agent qualified and appointed in accordance with Section 9 10 hereof, are herein called the "“Fiscal Agent". .” The Fiscal Agent shall have the powers and authority granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer as may be mutually agreed upon by the Issuer and the Fiscal Agent. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. EXHIBIT 4.1 The Issuer may, at its discretion, may appoint one or more other or additional agents (each of the principal paying agent, each paying agent appointed herein and each such other or additional paying agent, (a "“Paying Agent" ” or "“Paying Agents"”) for the payment (subject to applicable laws and regulations) of the principal of (and premium, if any) and any interest on the Securities, and in addition to the appointment contemplated by Section 3(i), one or more agents (each transfer agent appointed herein and each such other or additional transfer agent, a "“Transfer Agent" ” or "“Transfer Agents"”) for the transfer and exchange of Securitiessecurities, at such place or places as the Issuer may determine; provided, however, the Issuer shall at all times maintain a Paying Agent or agent thereof and Transfer Agent or agent thereof in the Borough of Manhattan, The City of New York (which Paying Agent and Transfer Agent may be the Fiscal Agent or any of its affiliates). The Issuer initially appoints the Fiscal Agent, acting through its offices in the Borough of Manhattan, The City of New York, as Paying Agent and Transfer Agent. The Issuer shall promptly notify the Fiscal Agent of the name and address of each Paying Agent and Transfer Agent appointed by it and of the country or countries in which a Paying Agent or Transfer Agent may act in that capacityappointed, and will notify the Fiscal Agent of the resignation or termination of any Paying Agent or Transfer Agent. Subject to the provisions of Section 9(c10(c) hereof, the Issuer may vary or terminate the appointment of any such Paying Agent or Transfer Agent at any time and from time to time upon giving not less than ninety 90 days' ’ notice to such Paying Agent or Transfer Agent, as the case may be, and to the Fiscal Agent. The Issuer shall cause notice of any resignation, termination or appointment of any Paying Agent or Transfer Agent or of the Fiscal Agent and of any change in the office through which any such Agent will act to be given to registered holders of the holders at their addresses as they appear in the Security RegisterSecurities.

FISCAL AGENT; OTHER AGENTS. The Issuer hereby appoints CitibankThe Chase Manhattan Bank, N.A. (London Branch) having a corporate trust office ("Principal Office") at 000 400 Xxxx 00xx Xxxxxx, Xxxxxx XX0X XXX00xx Xxxxx and a payment office at 400 Xxxx 00xx Xxxxxx, 00xx Xxxxx (for payments, exchanges and transfers), each in EnglandThe City of New York (together, the “Corporate Trust Office”), as fiscal agent and principal paying agent of the Issuer in respect of the Securities upon the terms and subject to the conditions herein set forth, and Citibank, N.A. (London Branch) The Chase Manhattan Bank hereby accepts such appointment. Citibank, N.A. (London Branch), The Chase Manhattan Bank and any successor or successors as such fiscal agent qualified and appointed in accordance with Section 9 hereof, are herein called the "“Fiscal Agent"”. The Fiscal Agent shall have the powers and authority granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer as may be mutually agreed upon by the Issuer and the Fiscal Agent. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Fiscal Agent shall keep a copy of this Agreement available for inspection during normal business hours at its Corporate Trust Office. The Issuer may, at in its discretion, appoint one or more other or additional agents (each of the principal paying agent, each paying agent appointed herein and each such other or additional paying agent, (a "“Paying Agent" ” or "“Paying Agents"”) for the payment (subject to applicable laws and regulations) of the principal of (and premium, if any) and any interest on the SecuritiesSecurities of a Series, and in addition to the appointment contemplated by Section 3(i), one or more agents (each transfer agent appointed herein and each such other or additional transfer agent, a "“Transfer Agent" ” or "“Transfer Agents"”) for the transfer and exchange of SecuritiesSecurities of a Series, at such place or places as the Issuer may determine; provided, however, that for so long as any Securities of such Series are listed on the Luxembourg Stock Exchange or the stock exchange of Hong Kong Limited, and such Exchange shall so require, the Issuer shall maintain a Paying Agent in Luxembourg or Hong Kong, as the case may be; and provided, further, that, in the event Securities are issued in registered form, the Issuer shall at all times maintain a Paying Agent, Registrar and Transfer Agent in The City of New York (which Paying Agent and Transfer Agent may be, and initially shall be, the Fiscal Agent). The Issuer shall promptly notify the Fiscal Agent of the name and address of each Paying Agent and Transfer Agent appointed by it and of the country or countries in which a Paying Agent or Transfer Agent may act in that capacity, and will notify the Fiscal Agent of the resignation or termination of any Paying Agent or Transfer Agent. Subject to the provisions of Section 9(c) hereof, the Issuer may vary or terminate the appointment of any such Paying Agent or Transfer Agent at any time and from time to time upon giving not less than ninety days' ’ notice to such Paying Agent or Transfer Agent, as the case may be, and to the Fiscal Agent. The Notwithstanding the foregoing, if the Issuer issues bearer Securities of a Series, to the extent provided in the Securities of such Series, the Issuer shall maintain under appointment a Paying Agent or Paying Agents with respect to such Series outside the United States of America (including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction (the “United States”) for the payment of principal of (and premium, if any) and any interest on bearer Securities of such Series. In respect of the Securities of a Series, the Issuer shall cause notice of any resignation, termination or appointment of any Paying Agent or Transfer Agent or of the Fiscal Agent and of any change in the office through which any such Agent will act to be given to the holders at their addresses as they appear provided in the Security Registertext of the Securities of such Series.

FISCAL AGENT; OTHER AGENTS. The Issuer hereby appoints CitibankThe Bank of New York Mellon, N.A. (London Branch) having a acting through its corporate trust office ("Principal Office") at 000 Xxxxxxx Xxxxxx, Xxxxxx XX0X XXXNew York, in EnglandNew York 10286, Attention: Corporate Finance Group (the “Corporate Trust Office”), as fiscal agent and principal paying agent of the Issuer in respect of the Securities Junior Notes upon the terms and subject to the conditions herein set forth, and Citibank, N.A. (London Branch) The Bank of New York Mellon hereby accepts such appointment. Citibank, N.A. (London Branch)The Bank of New York Mellon, and any successor or successors as such fiscal agent qualified and appointed in accordance with Section 9 10 hereof, are herein called the "“Fiscal Agent". .” The Fiscal Agent shall have the powers and authority granted to and conferred upon it in the Securities Junior Notes and hereby and such further powers and authority to act on behalf of the Issuer as may be mutually agreed upon by the Issuer and the Fiscal Agent. The Fiscal Agent shall keep a copy of this Agreement available for inspection during normal business hours at its Corporate Trust Office. The Fiscal Agent or any Paying Agent (as defined below) shall also act as Transfer Agent (as defined below). All of the terms and provisions with respect to such powers and authority contained in the Securities Junior Notes are subject to and governed by the terms and provisions hereof. The Issuer may, at its discretion, appoint one or more other or additional agents (each of the principal paying agent, each paying agent appointed herein and each such other or additional paying agent, (a "“Paying Agent" ” or "“Paying Agents"”) for the payment (subject payment, to applicable laws and regulations) the extent permitted under the Payment Restrictions, of the principal of (and premium, if any) and any interest on the SecuritiesJunior Notes, and in addition to the appointment contemplated by Section 3(i), one or more agents (each transfer agent appointed herein and each such other or additional transfer agent, a "“Transfer Agent" ” or "“Transfer Agents"”) for the transfer and exchange of SecuritiesJunior Notes, at such place or places as the Issuer may determine; provided, however, that the Issuer shall at all times maintain a Paying Agent and Transfer Agent in the Borough of Manhattan, The City of New York (which Paying Agent and Transfer Agent may be the Fiscal Agent). The Issuer hereby initially appoints the Fiscal Agent at its Corporate Trust Office as Paying Agent, Transfer Agent, authenticating agent and securities registrar, and the Fiscal Agent hereby accepts such appointments. The Transfer Agent shall act as a securities registrar and there shall be kept at the office of the Transfer Agent a register in which, subject to such reasonable regulations as the Issuer may prescribe, the Issuer shall provide for the registration of Junior Notes and the registration of transfers or exchanges of Junior Notes. The Issuer shall promptly notify the Fiscal Agent of the name and address of each any other Paying Agent and or Transfer Agent appointed by it and of the country or countries in which a Paying Agent or Transfer Agent may act in that capacity, and will notify the Fiscal Agent of the resignation or termination of any such Paying Agent or Transfer Agent. Subject to the provisions of Section 9(c10(c) hereof, the Issuer may vary or terminate the appointment of any such Paying Agent or Transfer Agent at any time and from time to time upon giving not less than ninety 90 days' ’ notice to such Paying Agent or Transfer Agent, as the case may be, and to the Fiscal Agent. The Issuer shall cause written notice of any resignation, termination or appointment of the Fiscal Agent or any Paying Agent or Transfer Agent or of the Fiscal Agent and of any change in the office through which any such Agent will act to be given provided to holders of Junior Notes as soon as reasonably practicable following the holders at their addresses as they appear in the Security RegisterIssuer’s receipt of notice thereof.

FISCAL AGENT; OTHER AGENTS. The Issuer hereby appoints CitibankThe First National Bank of Boston, N.A. (London Branch) having a acting through its corporate trust office at Blue Hills Office Park, 000 Xxxxxx Xxxxxx, Canton, Massachusetts 02021, attn: Corporate Trust Division and the office of its affiliate, BancBoston Trust Company of New York (for payments, exchanges and transfers) in the Borough of Manhattan, The City of New York (together, the "Principal Corporate Trust Office") at 000 Xxxxxx, Xxxxxx XX0X XXX, in England), as fiscal agent and principal paying agent of the Issuer in respect of the Securities upon the terms and subject to the conditions herein set forth, and Citibank, N.A. (London Branch) The First National Bank of Boston hereby accepts such appointment. Citibank, N.A. (London Branch)The First National Bank of Boston, and any successor or successors as such fiscal agent qualified and appointed in accordance with Section 9 hereof, are herein called the "Fiscal Agent". The Fiscal Agent shall have the powers and authority granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer as may be mutually agreed upon in writing by the Issuer and the Fiscal Agent. The Fiscal Agent shall keep a copy of this Agreement available for inspection during normal business hours at its Corporate Trust Office. The Fiscal Agent or any Paying Agent (as defined below) shall also act as Transfer Agent (as defined below). All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer may, at its discretion, appoint one or more other or additional agents (each of the principal paying agent, each paying agent appointed herein and each such other or additional paying agent, (a "Paying Agent" or "Paying Agents") for the payment (subject payment, to applicable laws and regulations) the extent permitted under the Payment Restrictions, of the principal of (and premium, if any) and any interest on the Securities, and in addition to the appointment contemplated by Section 3(i), one or more agents (each transfer agent appointed herein and each such other or additional transfer agent, a "Transfer Agent" or "Transfer Agents") for the transfer and exchange of Securities, at such place or places as the Issuer may determine; provided, however, that the Issuer shall at all times maintain a -------- ------- Paying Agent and Transfer Agent in the Borough of Manhattan, The City of New York (which Paying Agent and Transfer Agent may be the Fiscal Agent or its affiliate). The Issuer hereby initially appoints the Fiscal Agent or its affiliate, as appropriate, at its respective Corporate Trust Office as principal Paying Agent, Transfer Agent, authenticating agent and securities registrar, and the Fiscal Agent or its affiliate, as appropriate, hereby accepts such appointment. Each Transfer Agent shall act as a security registrar and there shall be kept at the office of each Transfer Agent a register in which, subject to such reasonable regulations as the Issuer may prescribe, the Issuer shall provide for the registration of Securities and the registration of transfers of Securities. The Issuer shall promptly notify the Fiscal Agent of the name and address of each Paying Agent and Transfer Agent appointed by it and of the country or countries in which a any other Paying Agent or Transfer Agent may act in that capacityappointed by it, and will notify the Fiscal Agent of the resignation or termination of any such Paying Agent or Transfer Agent. Subject to the provisions of Section 9(c) hereof, the Issuer may vary or terminate the appointment of any such Paying Agent or Transfer Agent at any time and from time to time upon giving not less than ninety 90 days' notice to such Paying Agent or Transfer Agent, as the case may be, and to the Fiscal Agent. The Issuer shall cause notice of any resignation, termination or appointment of the Fiscal Agent or any Paying Agent or Transfer Agent or of the Fiscal Agent and of any change in the office through which any such Agent will act to be given provided to the holders at their addresses as they appear in the Security Registerof Securities.

FISCAL AGENT; OTHER AGENTS. The Issuer hereby appoints CitibankDeutsche Bank Trust Company Americas, N.A. (London Branch) having a corporate trust office ("Principal Office") at 000 XxxxxxXxxx Xxxxxx in the Borough of Manhattan, Xxxxxx XX0X XXX, in EnglandThe City of New York, as fiscal agent and principal paying agent of the Issuer in respect of the Securities upon the terms and subject to the conditions herein set forth, and Citibank, N.A. (London Branch) Deutsche Bank Trust Company Americas hereby accepts such appointment. Citibank, N.A. (London Branch)Deutsche Bank Trust Company Americas, and any successor or successors as such fiscal agent qualified and appointed in accordance with Section 9 hereof, are herein called the "“Fiscal Agent"”. The Fiscal Agent shall have the powers and authority granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer as may be mutually agreed upon by the Issuer and the Fiscal Agent. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer may, at its discretion, appoint one or more other or additional agents (each of the principal paying agent, each paying agent appointed herein and each such other or additional paying agent, (a "“Paying Agent" ” or "“Paying Agents"”) for the payment (subject to applicable laws and regulations) of the principal of (and premium, if any) and any interest on the SecuritiesSecurities of a Series, and in addition to the appointment contemplated by Section 3(i), one or more agents (each transfer agent appointed herein and each such other or additional transfer agent, a "“Transfer Agent" ” or "“Transfer Agents"”) for the transfer and exchange of SecuritiesSecurities of a Series, at such place or places as the Issuer may determine; provided, however, that for so long as any Securities of such Series are listed on the Luxembourg Stock Exchange or The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited, and such Exchange shall so require, the Issuer shall maintain a Paying Agent in Luxembourg or London, as the case may be; and provided, further, that, in the event Securities are issued in registered form, the Issuer shall at all times maintain a Paying Agent, Registrar and Transfer Agent in the Borough of Manhattan, The City of New York (which Paying Agent, Registrar and Transfer Agent may be, and initially shall be, the Fiscal Agent). The Issuer shall promptly notify the Fiscal Agent of the name and address of each Paying Agent and Transfer Agent appointed by it and of the country or countries in which a Paying Agent or Transfer Agent may act in that capacity, and will notify the Fiscal Agent of the resignation or termination of any Paying Agent or Transfer Agent. Subject to the provisions of Section 9(c) hereof, the Issuer may vary or terminate the appointment of any such Paying Agent or Transfer Agent at any time and from time to time upon giving not less than ninety days' ’ notice to such Paying Agent or Transfer Agent, as the case may be, and to the Fiscal Agent. The Notwithstanding the foregoing, if the Issuer issues bearer Securities of a Series, to the extent provided in the Securities of such Series, the Issuer shall maintain under appointment a Paying Agent or Paying Agents with respect to such Series outside the United States of America (including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction (the “United States”) for the payment of principal of (and premium, if any) and any interest on bearer Securities of such Series. In respect of the Securities of a Series, the Issuer shall cause notice of any resignation, termination or appointment of any Paying Agent or Transfer Agent or of the Fiscal Agent and of any change in the office through which any such Agent will act to be given to the holders at their addresses as they appear provided in the Security Registertext of the Securities of such Series.

FISCAL AGENT; OTHER AGENTS. The Issuer hereby appoints Citibank[ ], N.A. (London Branch) having a corporate trust acting through its office ("Principal Office") at 000 Xxxxxx, Xxxxxx XX0X XXX, in England[ ], as fiscal agent and principal paying agent of the Issuer in respect of the Securities upon the terms and subject to the conditions herein set forth, and Citibank, N.A. (London Branch) [ ] hereby accepts such appointment. Citibank, N.A. (London Branch), [ ] and any successor or successors as such fiscal agent qualified and appointed in accordance with Section 9 hereof9, are herein called the "Fiscal Agent". The Fiscal Agent shall have the powers and authority granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer as may be mutually agreed upon by the Issuer and the Fiscal Agent. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer may, at its discretion, appoint one or more other or additional agents (each of the principal paying agent, each paying agent appointed herein and each such other or additional paying agent, (a "Paying Agent" or "Paying Agents") for the payment (subject to applicable laws and regulations) of the principal of (and premium, if any) and any interest on the Securities, Securities of a Series and in addition to the appointment contemplated by Section 3(i), one or more agents (each transfer agent appointed herein and each such other or additional transfer agent, a "Transfer Agent" or "Transfer Agents"" and together with the Paying Agents and the Fiscal Agent, the “Agents”) for the transfer and exchange of Securities, Securities of a Series at such place or places as the Issuer may determine; provided, however, that so long as any Securities of such Series are listed on any stock exchange, the Issuer shall maintain a Paying Agent in such city as such stock exchange may so require; and provided further that, in the event Securities are issued in registered form, the Issuer shall at all times maintain a Paying Agent and Transfer Agent in The City of New York, or, if set forth in the Authorization relating to such Securities, in London, and in such other city as such stock exchange may require (which Paying Agent may be, and initially shall be, the Fiscal Agent). The Issuer shall promptly notify the Fiscal Agent of the name and address of each additional Paying Agent and Transfer Agent appointed by it and of the country or countries in which a Paying Agent or Transfer Agent may act in that capacity, and will notify the Fiscal Agent of the resignation or termination of any Paying Agent or Transfer Agent. Subject to the provisions of Section 9(c) hereof), the Issuer may vary or terminate the appointment of any such Paying Agent or Transfer Agent at any time and from time to time upon giving not less than ninety days' 30 calendar days notice to such Paying Agent or Transfer Agent, as the case may be, and to the Fiscal Agent. The Notwithstanding the foregoing, if the Issuer issues bearer Securities of a Series, to the extent provided in the Securities of such Series the Issuer shall maintain under appointment a Paying Agent or Paying Agents with respect to such bearer Securities outside the United States of America, its territories, its possessions and other areas subject to its jurisdiction (the "United States") for the payment of principal of (and premium, if any) and any interest on such bearer Securities. In respect of the Securities of a Series, the Issuer shall cause notice of any resignation, termination or appointment of any Paying Agent or Transfer Agent or of the Fiscal Agent and of any change in the office through which any such Agent will act to be given to the holders at their addresses as they appear provided in the Security RegisterSecurities of such Series.

FISCAL AGENT; OTHER AGENTS. The Issuer hereby appoints Citibank, N.A. (N.A., London Branch) , having a corporate trust office ("Principal Office") at 000 XxxxxxCitigroup Centre, Canada Square, Xxxxxx XX0X XXXXxxxx, in EnglandXxxxxx X00 0XX, as fiscal agent and principal paying agent Fiscal Agent of the Issuer in respect of the Securities upon the terms and subject to the conditions herein set forth, and Citibank, N.A. (N.A., London Branch) Branch hereby accepts such appointment. Citibank, N.A. (N.A., London Branch), and any successor or successors as such fiscal agent Fiscal Agent qualified and appointed in accordance with Section 9 hereof, are herein called the "“Fiscal Agent"”. The Fiscal Agent shall have the powers and authority granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer as may be mutually agreed upon by the Issuer and the Fiscal Agent. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer hereby appoints Citibank, N.A., London Branch, having a corporate trust office at Citigroup Centre, Canada Square, Xxxxxx Xxxxx, Xxxxxx X00 0XX, as Exchange Agent, Paying Agent, and Transfer Agent, upon the terms and subject to the conditions herein set forth, and Citibank, N.A., London Branch hereby accepts such appointment. Notwithstanding the foregoing, the Issuer may, at its discretion, appoint one or more other or additional agents (each of the principal paying agent, each paying agent appointed herein and each such other or additional paying agent, (a "“Paying Agent" ” or "“Paying Agents"”) in addition to, or to replace, Citibank, N.A., London Branch as Paying Agent, for the payment (subject to applicable laws and regulations) of the principal of (and premium, if any) and any interest on the SecuritiesSecurities of a Series, and in addition to the appointment contemplated by Section 3(i), one or more agents (each transfer agent appointed herein and each such other or additional transfer agent, a "“Transfer Agent" ” or "“Transfer Agents"”) in addition to, or to replace, Citibank, N.A., London Branch as Transfer Agent, for the transfer and exchange of SecuritiesSecurities of a Series, at such place or places as the Issuer may determine; provided, however, that for so long as any Securities of such Series are listed on any stock exchange located outside of the United States of America and such exchange shall so require, the Issuer shall maintain a Paying Agent in any required city located outside the United States of America; and provided, further, that, in the event Securities are issued in registered form, the Issuer shall maintain a Paying Agent in a location designated for such Series and, if Securities of a Series are issuable as bearer Securities, the Issuer shall maintain (i) a Paying Agent in the City of London, for payments with respect to any registered Securities of the Series (and for payments with respect to bearer Securities of the Series in the circumstances described in Section 4(a), but not otherwise), and (ii) a Paying Agent in a location designated outside the United States of America (including the States and the District of Columbia), its territories, possessions and other areas subject to its jurisdiction for the payment of principal of (and premium, if any) and any interest on bearer Securities of such Series (which Paying Agent may be the Fiscal Agent). The Issuer shall promptly notify the Fiscal Agent of the name and address of each Paying Agent and Transfer Agent appointed by it and of the country or countries in which a Paying Agent or Transfer Agent may act in that capacity, and will notify the Fiscal Agent of the resignation or termination of any Paying Agent or Transfer Agent. Subject to the provisions of Section 9(c) 9 hereof, the Issuer may vary or terminate the appointment of any such Paying Agent or Transfer Agent at any time and from time to time upon giving not less than ninety thirty days' ’ notice to such Paying Agent or Transfer Agent, as the case may be, and to the Fiscal Agent. The Notwithstanding the foregoing, if the Issuer issues bearer Securities of a Series, to the extent provided in the Securities of such Series, the Issuer shall maintain under appointment a Paying Agent or Paying Agents with respect to such Series outside the United States of America (including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction for the payment of principal of (and premium, if any) and any interest on bearer Securities of such Series. In respect of the Securities of a Series, the Issuer shall cause notice of any resignation, termination or appointment of any Paying Agent or Transfer Agent or of the Fiscal Agent and of any change in the office through which any such Agent will act to be given to the holders at their addresses as they appear provided in the Security Registertext of the Securities of such Series.

FISCAL AGENT; OTHER AGENTS. The Issuer hereby appoints Citibank[ ], N.A. (London Branch) having a corporate trust acting through its office ("Principal Office") at 000 Xxxxxx, Xxxxxx XX0X XXX, in England[ ], as fiscal agent and principal paying agent of the Issuer in respect of the Securities upon the terms and subject to the conditions herein set forth, and Citibank, N.A. (London Branch) [ ] hereby accepts such appointment. Citibank, N.A. (London Branch), [ ] and any successor or successors as such fiscal agent qualified and appointed in accordance with Section 9 hereof9, are herein called the "“Fiscal Agent"”. The Fiscal Agent shall have the powers and authority granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer as may be mutually agreed upon by the Issuer and the Fiscal Agent. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer may, at its discretion, appoint one or more other or additional agents (each of the principal paying agent, each paying agent appointed herein and each such other or additional paying agent, (a "“Paying Agent" ” or "“Paying Agents"”) for the payment (subject to applicable laws and regulations) of the principal of (and premium, if any) and any interest on the Securities, Securities of a Series and in addition to the appointment contemplated by Section 3(i), one or more agents (each transfer agent appointed herein and each such other or additional transfer agent, a "“Transfer Agent" ” or "“Transfer Agents"” and together with the Paying Agents and the Fiscal Agent, the “Agents”) for the transfer and exchange of Securities, Securities of a Series at such place or places as the Issuer may determine; provided, however, that so long as any Securities of such Series are listed on any stock exchange, the Issuer shall maintain a Paying Agent in such city as such stock exchange may so require; and provided further that, in the event Securities are issued in registered form, the Issuer shall at all times maintain a Paying Agent and Transfer Agent in The City of New York, or, if set forth in the Authorization relating to such Securities, in London, and in such other city as such stock exchange may require (which Paying Agent and Transfer Agent may be, and initially shall be, the Fiscal Agent). The Issuer shall promptly notify the Fiscal Agent of the name and address of each additional Paying Agent and Transfer Agent appointed by it and of the country or countries in which a Paying Agent or Transfer Agent may act in that capacity, and will notify the Fiscal Agent of the resignation or termination of any Paying Agent or Transfer Agent. Subject to the provisions of Section 9(c) hereof), the Issuer may vary or terminate the appointment of any such Paying Agent or Transfer Agent at any time and from time to time upon giving not less than ninety ten calendar days' ’ notice to such Paying Agent or Transfer Agent, as the case may be, and to the Fiscal Agent. The Notwithstanding the foregoing, if the Issuer issues bearer Securities of a Series, to the extent provided in the Securities of such Series the Issuer shall maintain under appointment a Paying Agent or Paying Agents with respect to such bearer Securities outside the United States of America, its territories, its possessions and other areas subject to its jurisdiction (the “United States”) for the payment of principal of (and premium, if any) and any interest on such bearer Securities. In respect of the Securities of a Series, the Issuer shall cause notice of any resignation, termination or appointment of any Paying Agent or Transfer Agent or of the Fiscal Agent Agent, and of any change in the office through which any such Agent will act act, to be given to the holders at their addresses as they appear provided in the Security RegisterSecurities of such Series.

FISCAL AGENT; OTHER AGENTS. The Issuer hereby appoints Citibank[ ], N.A. (London Branch) having a corporate trust acting through its office ("Principal Office") at 000 Xxxxxx, Xxxxxx XX0X XXX, in England[ ], as fiscal agent and principal paying agent of the Issuer in respect of the Securities upon the terms and subject to the conditions herein set forth, and Citibank, N.A. (London Branch) [ ] hereby accepts such appointment. Citibank, N.A. (London Branch), [ ] and any successor or successors as such fiscal agent qualified and appointed in accordance with Section 9 hereof9, are herein called the "“Fiscal Agent"”. The Fiscal Agent shall have the powers and authority granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer as may be mutually agreed upon by the Issuer and the Fiscal Agent. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer may, at its discretion, appoint one or more other or additional agents (each of the principal paying agent, each paying agent appointed herein and each such other or additional paying agent, (a "“Paying Agent" ” or "“Paying Agents"”) for the payment (subject to applicable laws and regulations) of the principal of (and premium, if any) and any interest on the Securities, Securities of a Series and in addition to the appointment contemplated by Section 3(i), one or more agents (each transfer agent appointed herein and each such other or additional transfer agent, a "“Transfer Agent" ” or "“Transfer Agents"” and together with the Paying Agents and the Fiscal Agent, the “Agents”) for the transfer and exchange of Securities, Securities of a Series at such place or places as the Issuer may determine; provided, however, that so long as any Securities of such Series are listed on any stock exchange, the Issuer shall maintain a Paying Agent in such city as such stock exchange may so require; and provided further that, in the event that Securities are issued in registered form, the Issuer shall at all times maintain a Paying Agent and Transfer Agent in The City of New York, or, if set forth in the Authorization relating to such Securities, in London, and in such other city as such stock exchange may require (which Paying Agent and Transfer Agent may be, and initially shall be, the Fiscal Agent). The Issuer shall promptly notify the Fiscal Agent of the name and address of each additional Paying Agent and Transfer Agent appointed by it and of the country or countries in which a Paying Agent or Transfer Agent may act in that capacity, and will notify the Fiscal Agent of the resignation or termination of any Paying Agent or Transfer Agent. Subject to the provisions of Section 9(c) hereof), the Issuer may vary or terminate the appointment of any such Paying Agent or Transfer Agent at any time and from time to time upon giving not less than ninety ten calendar days' ’ notice to such Paying Agent or Transfer Agent, as the case may be, and to the Fiscal Agent. The Notwithstanding the foregoing, if the Issuer issues bearer Securities of a Series, to the extent provided in the Securities of such Series the Issuer shall maintain under appointment a Paying Agent or Paying Agents with respect to such bearer Securities outside the United States of America, its territories, its possessions and other areas subject to its jurisdiction (the “United States”) for the payment of principal of (and premium, if any) and any interest on such bearer Securities. In respect of the Securities of a Series, the Issuer shall cause notice of any resignation, termination or appointment of any Paying Agent or Transfer Agent or of the Fiscal Agent Agent, and of any change in the office through which any such Agent will act act, to be given to the holders at their addresses as they appear provided in the Security RegisterSecurities of such Series.

FISCAL AGENT; OTHER AGENTS. The Issuer hereby appoints Citibank[ ], N.A. (London Branch) having a corporate trust acting through its office ("Principal Office") at 000 Xxxxxx, Xxxxxx XX0X XXX, in England[ ], as fiscal agent and principal paying agent of the Issuer in respect of the Securities upon the terms and subject to the conditions herein set forth, and Citibank, N.A. (London Branch) [ ] hereby accepts such appointment. Citibank, N.A. (London Branch), [ ] and any successor or successors as such fiscal agent qualified and appointed in accordance with Section 9 hereof9, are herein called the "Fiscal Agent". The Fiscal Agent shall have the powers and authority granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer as may be mutually agreed upon by the Issuer and the Fiscal Agent. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer may, at its discretion, appoint one or more other or additional agents (each of the principal paying agent, each paying agent appointed herein and each such other or additional paying agent, (a "Paying Agent" or "Paying Agents") for the payment (subject to applicable laws and regulations) of the principal of (and premium, if any) and any interest on the Securities, Securities of a Series and in addition to the appointment contemplated by Section 3(i), one or more agents (each transfer agent appointed herein and each such other or additional transfer agent, a "Transfer Agent" or "Transfer Agents" and together with the Paying Agents and the Fiscal Agent, the "Agents") for the transfer and exchange of Securities, Securities of a Series at such place or places as the Issuer may determine; provided, however, that so long as any Securities of such Series are listed on any stock exchange, the Issuer shall maintain a Paying Agent in such city as such stock exchange may so require; and provided further that, in the event Securities are issued in registered form, the Issuer shall at all times maintain a Paying Agent and Transfer Agent in The City of New York, or, if set forth in the Authorization relating to such Securities, in London, and in such other city as such stock exchange may require (which Paying Agent may be, and initially shall be, the Fiscal Agent). The Issuer shall promptly notify the Fiscal Agent of the name and address of each Paying Agent and Transfer Agent appointed by it and of the country or countries in which a Paying Agent or Transfer Agent may act in that capacity, and will notify the Fiscal Agent of the resignation or termination of any Paying Agent or Transfer Agent. Subject to the provisions of Section 9(c) hereof), the Issuer may vary or terminate the appointment of any such Paying Agent or Transfer Agent at any time and from time to time upon giving not less than ninety days' 30 calendar days notice to such Paying Agent or Transfer Agent, as the case may be, and to the Fiscal Agent. The Notwithstanding the foregoing, if the Issuer issues bearer Securities of a Series, to the extent provided in the Securities of such Series the Issuer shall maintain under appointment a Paying Agent or Paying Agents with respect to such bearer Securities outside the United States of America, its territories, its possessions and other areas subject to its jurisdiction (the "United States") for the payment of principal of (and premium, if any) and any interest on such bearer Securities. In respect of the Securities of a Series, the Issuer shall cause notice of any resignation, termination or appointment of any Paying Agent or Transfer Agent or of the Fiscal Agent and of any change in the office through which any such Agent will act to be given to the holders at their addresses as they appear provided in the Security RegisterSecurities of such Series.

FISCAL AGENT; OTHER AGENTS. The Issuer hereby appoints CitibankThe Chase Manhattan Bank, N.A. (London Branch) having a N.A., acting through its corporate trust office at 4 Chxxx XxxxxXxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000 xxx payment office at 1 Chxxx Xxxxxxxxx Xxxxx, Xxxxx 0X; Xxstitutional Trust Window, New Xxxx, Xxx Xxxx 00000 (xxr payments, exchanges and transfers) in the Borough of Manhattan, The City of New York (together, the "Principal Corporate Trust Office") at 000 Xxxxxx, Xxxxxx XX0X XXX, in England), as fiscal agent and principal paying agent of the Issuer in respect of the Securities upon the terms and subject to the conditions herein set forth, and CitibankThe Chase Manhattan Bank, N.A. (London Branch) hereby accepts such appointment. CitibankThe Chase Manhattan Bank, N.A. (London Branch)N.A., and any successor or successors as such fiscal agent qualified and appointed in accordance with Section 9 hereof, are herein called the "Fiscal Agent". The Fiscal Agent shall have the powers and authority granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer as may be mutually agreed upon by the Issuer and the Fiscal Agent. The Fiscal Agent shall keep a copy of this Agreement available for inspection during normal business hours at its Corporate Trust Office. The Fiscal Agent or any Paying Agent (as defined below) shall also act as Transfer Agent (as defined below). All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer may, at its discretion, appoint one or more other or additional agents (each of the principal paying agent, each paying agent appointed herein and each such other or additional paying agent, (a "Paying Agent" or "Paying Agents") for the payment (subject payment, to applicable laws and regulations) the extent permitted under the Payment Restrictions, of the principal of (and premium, if any) and any interest on the Securities, and in addition to the appointment contemplated by Section 3(i), one or more agents (each transfer agent appointed herein and each such other or additional transfer agent, a "Transfer Agent" or "Transfer Agents") for the transfer and exchange of Securities, at such place or places as the Issuer may determine; provided, however, that the Issuer shall at all times maintain a Paying Agent and Transfer Agent in the Borough of Manhattan, The City of New York (which Paying Agent and Transfer Agent may be the Fiscal Agent). The Issuer hereby initially appoints the Fiscal Agent at its Corporate Trust Office as principal Paying Agent, Transfer Agent, authenticating agent and securities registrar, and the Fiscal Agent hereby accepts such appointment. Each Transfer Agent shall act as a security registrar and there shall be kept at the office of each Transfer Agent a register in which, subject to such reasonable regulations as the Issuer may prescribe, the Issuer shall provide for the registration of Securities and the registration of transfers of Securities. The Issuer shall promptly notify the Fiscal Agent of the name and address of each any other Paying Agent and or Transfer Agent appointed by it and of the country or countries in which a Paying Agent or Transfer Agent may act in that capacity, and will notify the Fiscal Agent of the resignation or termination of any such Paying Agent or Transfer Agent. Subject to the provisions of Section 9(c) hereof, the Issuer may vary or terminate the appointment of any such Paying Agent or Transfer Agent at any time and from time to time upon giving not less than ninety 90 days' notice to such Paying Agent or Transfer Agent, as the case may be, and to the Fiscal Agent. The Issuer shall cause notice of any resignation, termination or appointment of the Fiscal Agent or any Paying Agent or Transfer Agent or of the Fiscal Agent and of any change in the office through which any such Agent will act to be given provided to the holders at their addresses as they appear in the Security Registerof Securities.

FISCAL AGENT; OTHER AGENTS. The Issuer hereby appoints CitibankThe Chase Manhattan Bank, N.A. (London Branch) having a N.A., acting through its corporate trust office at 0 Xxxxx XxxxxXxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000 and payment office at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxxxx 0X, Institutional Trust Window, Xxx Xxxx, Xxx Xxxx 00000 (for payments, exchanges and transfers) in the Borough of Manhattan, The City of New York (together, the "Principal Corporate Trust Office") at 000 Xxxxxx, Xxxxxx XX0X XXX, in England), as fiscal agent and principal paying agent of the Issuer in respect of the Securities upon the terms and subject to the conditions herein set forth, and CitibankThe Chase Manhattan Bank, N.A. (London Branch) hereby accepts such appointment. CitibankThe Chase Manhattan Bank, N.A. (London Branch)N.A., and any successor or successors as such fiscal agent qualified and appointed in accordance with Section 9 hereof, are herein called the "Fiscal Agent". The Fiscal Agent shall have the powers and authority granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer as may be mutually agreed upon by the Issuer and the Fiscal Agent. The Fiscal Agent shall keep a copy of this Agreement available for inspection during normal business hours at its Corporate Trust Office. The Fiscal Agent or any Paying Agent (as defined below) shall also act as Transfer Agent (as defined below). All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer may, at its discretion, appoint one or more other or additional agents (each of the principal paying agent, each paying agent appointed herein and each such other or additional paying agent, (a "Paying Agent" or "Paying Agents") for the payment (subject payment, to applicable laws and regulations) the extent permitted under the Payment Restrictions, of the principal of (and premium, if any) and any interest on the Securities, and in addition to the appointment contemplated by Section 3(i), one or more agents (each transfer agent appointed herein and each such other or additional transfer agent, a "Transfer Agent" or "Transfer Agents") for the transfer and exchange of Securities, at such place or places as the Issuer may determine; provided, however, that the Issuer shall at all times maintain a Paying Agent and Transfer Agent in the Borough of Manhattan, The City of New York (which Paying Agent and Transfer Agent may be the Fiscal Agent). The Issuer hereby initially appoints the Fiscal Agent at its Corporate Trust Office as principal Paying Agent, Transfer Agent, authenticating agent and securities registrar, and the Fiscal Agent hereby accepts such appointment. Each Transfer Agent shall act as a security registrar and there shall be kept at the office of each Transfer Agent a register in which, subject to such reasonable regulations as the Issuer may prescribe, the Issuer shall provide for the registration of Securities and the registration of transfers of Securities. The Issuer shall promptly notify the Fiscal Agent of the name and address of each any other Paying Agent and or Transfer Agent appointed by it and of the country or countries in which a Paying Agent or Transfer Agent may act in that capacity, and will notify the Fiscal Agent of the resignation or termination of any such Paying Agent or Transfer Agent. Subject to the provisions of Section 9(c) hereofthereof, the Issuer may vary or terminate the appointment of any such Paying Agent or Transfer Agent at any time and from time to time upon giving not less than ninety 90 days' notice to such Paying Agent or Transfer Agent, as the case may be, and to the Fiscal Agent. The Issuer shall cause notice of any resignation, termination or appointment of the Fiscal Agent or any Paying Agent or Transfer Agent or of the Fiscal Agent and of any change in the office through which any such Agent will act to be given provided to the holders at their addresses as they appear in the Security Registerof Securities.

FISCAL AGENT; OTHER AGENTS. The Issuer hereby appoints Citibank, N.A. (London Branch“Citibank”) having a acting through its corporate trust office ("Principal Office") at 000 xxxxxx xx 00xx Xxxxx, Xxxxxxxxx Xxxxxx, Xxxxxx XX0X XXXSquare, in EnglandXxxxxx Xxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx, as fiscal agent and principal paying agent of the Issuer in respect of the Securities upon the terms and subject to the conditions herein set forth, and Citibank, N.A. (London Branch) Citibank hereby accepts such appointment. Citibank, N.A. (London Branch), and any successor or successors as such fiscal agent qualified and appointed in accordance with Section 9 hereof, are herein called the "“Fiscal Agent"”. The Fiscal Agent shall have the powers and authority granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer as may be mutually agreed upon by the Issuer and the Fiscal Agent. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer may, at its discretion, appoint one or more other or additional agents (each of the principal paying agent, each paying agent appointed herein and each such other or additional paying agent, (a "“Paying Agent" ” or "“Paying Agents"”) for the payment (subject to applicable laws and regulations) of the principal of (and premium, if any) and any interest on the SecuritiesSecurities of a Series, and in addition to the appointment contemplated by Section 3(i), one or more agents (each transfer agent appointed herein and each such other or additional transfer agent, a "“Transfer Agent" ” or "“Transfer Agents"”) for the transfer and exchange of SecuritiesSecurities of a Series, at such place or places as the Issuer may determine; provided, however, that for so long as any Securities of such Series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange, and such Exchange shall so require, the Issuer shall maintain a Paying Agent in London or Luxembourg, as the case may be, and that so long as the Securities of such Series are listed on the Singapore Exchange Securities Trading Limited (the “SGX-ST”) and the SGX-ST shall so require, the Issuer shall appoint and maintain a paying and transfer agent in Singapore, where the certificates representing the Securities may be presented or surrendered for payment or redemption (if required), in the event that the Issuer issues the Securities in definitive form in the limited circumstances set forth in the text of the Securities of such Series or herein; and provided, further, that the Issuer shall at all times maintain a Paying Agent in the Borough of Manhattan, The City of New York (which Paying Agent may be the Fiscal Agent). The Issuer shall promptly notify the Fiscal Agent of the name and address of each Paying Agent and Transfer Agent appointed by it and of the country or countries in which a Paying Agent or Transfer Agent may act in that capacity, and will notify the Fiscal Agent of the resignation or termination of any Paying Agent or Transfer Agent. The Issuer has initially appointed Citibank as Paying Agent and Transfer Agent for the Debt Securities. Subject to the provisions of Section 9(c) hereof, the Issuer may vary or terminate the appointment of any such Paying Agent or Transfer Agent at any time and from time to time upon giving not less than ninety 90 days' ’ notice to such Paying Agent or Transfer Agent, as the case may be, and to the Fiscal Agent. The In respect of the Securities of a Series, the Issuer shall cause notice of any resignation, termination or appointment of any Paying Agent or Transfer Agent or of the Fiscal Agent and of any change in the office through which any such Agent will act to be given to the holders at their addresses as they appear provided in the Security Registertext of the Securities of such Series.

FISCAL AGENT; OTHER AGENTS. The Issuer hereby appoints Citibank, N.A. (N.A., London Branch) having a corporate trust , acting through its office ("Principal Office") at 000 Citigroup Centre, Canada Square, Xxxxxx Xxxxx, Xxxxxx, Xxxxxx XX0X XXX, in EnglandX00 0XX, as fiscal agent and principal paying agent Fiscal Agent of the Issuer in respect of the Securities upon the terms and subject to the conditions herein set forth, and Citibank, N.A. (N.A., London Branch) , hereby accepts such appointment. Citibank, N.A. (London Branch), and any successor or successors as such fiscal agent qualified and appointed in accordance with Section 9 hereof, are herein called the "Fiscal Agent". The Fiscal Agent shall have the powers and authority granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer as may be mutually agreed upon by the Issuer and the Fiscal Agent. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer may, at its discretion, appoint one or more other or additional agents (each of the principal paying agent, each paying agent appointed herein and each such other or additional paying agent, (a "“Paying Agent" ” or "“Paying Agents"”) for the payment (subject to applicable laws and regulations) of the principal of (and premium, if any) and any interest on the Securities, Securities of a Series and in addition to the appointment contemplated by Section 3(i), one or more agents (each transfer agent appointed herein and each such other or additional transfer agent, a "“Transfer Agent" ” or "“Transfer Agents"”) for the transfer and exchange of Securities, Securities of a Series at such place or places as the Issuer may determinedetermine and one or more agents (a “Calculation Agent” or “Calculation Agents” and, together with the Fiscal Agent, the Paying Agents and the Transfer Agents, the “Agents”) to make any calculations or determinations as may be required pursuant to the terms of any securities of a Series (which Calculation Agent may be, and initially shall be, the Fiscal Agent); provided, however, that in the event Securities are issued in registered form, the Issuer shall at all times maintain a Paying Agent and Transfer Agent in London, or, if set forth in the Authorization relating to such Securities, in the City of New York (which Paying Agent and Transfer Agent may be, and initially shall be, the Fiscal Agent). The Issuer shall promptly notify the Fiscal Agent of the name and address of each additional Paying Agent, Transfer Agent and Transfer Calculation Agent appointed by it and of the country or countries in which a Paying Agent, Transfer Agent or Transfer Calculation Agent may act in that capacity, and will notify the Fiscal Agent of the resignation or termination of any Paying Agent, Transfer Agent or Transfer Calculation Agent. Subject to the provisions of Section 9(c) hereof), the Issuer may vary or terminate the appointment of any such Paying Agent, Transfer Agent or Transfer Calculation Agent at any time and from time to time upon giving not less than ninety days' 30 calendar days notice to such Paying Agent, Transfer Agent or Transfer Calculation Agent, as the case may be, and to the Fiscal Agent. The Notwithstanding the foregoing, if the Issuer issues bearer Securities of a Series, to the extent provided in the Securities of such Series, the Issuer shall maintain under appointment a Paying Agent or Paying Agents with respect to such bearer Securities outside the United States for the payment of principal of (and premium, if any) and any interest on such bearer Securities. In respect of the Securities of a Series, the Issuer shall cause notice of any resignation, termination or appointment of any Paying Agent, Transfer Agent or Transfer Calculation Agent or of the Fiscal Agent and of any change in the office through which any such Agent will act act, to be given to the holders at their addresses as they appear provided in the Security RegisterSecurities of such Series.

FISCAL AGENT; OTHER AGENTS. The Issuer hereby appoints CitibankThe Bank of New York, N.A. (London Branch) having a acting through its corporate trust office at 101 Barclay Street, Floor 8 West, New York, New York 10286 (the "Principal Corporate Trust Office") at 000 Xxxxxx, Xxxxxx XX0X XXX, in England), as fiscal agent and principal paying agent of the Issuer axxxx xx xxx Xxxxxx in respect of the Securities upon the terms and subject to the conditions herein set forth, and Citibank, N.A. (London Branch) The Bank of New York hereby accepts such appointment. Citibank, N.A. (London Branch)The Bank of New York, and any successor or successors as such fiscal agent qualified and appointed in accordance with Section 9 10 hereof, are herein called the "Fiscal Agent". ." The Fiscal Agent shall have the powers and authority granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer as may be mutually agreed upon by the Issuer and the Fiscal Agent. The Fiscal Agent shall keep a copy of this Agreement available for inspection during normal business hours at its Corporate Trust Office. The Fiscal Agent or any Paying Agent (as defined below) shall also act as Transfer Agent (as defined below). All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer may, at its discretion, appoint one or more other or additional agents (each of the principal paying agent, each paying agent appointed herein and each such other or additional paying agent, (a "Paying Agent" or "Paying Agents") for the payment (subject payment, to applicable laws and regulations) the extent permitted under the Payment Restrictions, of the principal of (and premiumof, if any) and any interest on and Redemption Amount with respect to the Securities, and in addition to the appointment contemplated by Section 3(i), one or more agents (each transfer agent appointed herein and each such other or additional transfer agent, a "Transfer Agent" or "Transfer Agents") for the transfer and exchange of Securities, at such place or places as the Issuer may determine; provided, however, that the Issuer shall at all times maintain a Paying Agent and Transfer Agent in the Borough of Manhattan, The City of New York (which Paying Agent and Transfer Agent may be the Fiscal Agent). The Issuer hereby initially appoints the Fiscal Agent at its Corporate Trust Office as principal Paying Agent, Transfer Agent and authenticating agent, and the Fiscal Agent hereby accepts such appointments. Each Transfer Agent shall act as a security registrar and there shall be kept at the office of each Transfer Agent a register in which, subject to such reasonable regulations as the Issuer may prescribe and as shall be reasonably satisfactory to such Transfer Agent, the Issuer shall provide for the registration of Securities and the registration of transfers of Securities. The Issuer shall promptly notify the Fiscal Agent of the name and address of each any other Paying Agent and or Transfer Agent appointed by it and of the country or countries in which a such Paying Agent or Transfer Agent may act in that capacity, and will notify the Fiscal Agent of the resignation or termination of any such Paying Agent or Transfer Agent. Subject to the provisions of Section 9(c10(c) hereof, the Issuer may vary or terminate the appointment of any such Paying Agent or Transfer Agent at any time and from time to time upon giving not less than ninety 90 days' notice to such Paying Agent or Transfer Agent, as the case may be, and to the Fiscal Agent. The Issuer shall cause notice of any resignation, termination or appointment of the Fiscal Agent or any Paying Agent or Transfer Agent or of the Fiscal Agent and of any change in the office through which any such Agent will act to be given provided to the holders at their addresses as they appear in the Security Registerof Securities.

FISCAL AGENT; OTHER AGENTS. The Issuer hereby appoints Citibank, N.A. (London Branchthe “Bank”) having a acting through its corporate trust office ("Principal Office") at 000 xxxxxx xx 00xx Xxxxx, Xxxxxxxxx Xxxxxx, Xxxxxx XX0X XXXSquare, in EnglandXxxxxx Xxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx, as fiscal agent and principal paying agent of the Issuer in respect of the Securities upon the terms and subject to the conditions herein set forth, and Citibank, N.A. (London Branch) the Bank hereby accepts such appointment. Citibank, N.A. (London Branch)The Bank, and any successor or successors as such fiscal agent qualified and appointed in accordance with Section 9 hereof, are herein called the "“Fiscal Agent"”. The Fiscal Agent shall have the powers and authority granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer as may be mutually agreed upon by the Issuer and the Fiscal Agent. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer may, at its discretion, appoint one or more other or additional agents (each of the principal paying agent, each paying agent appointed herein and each such other or additional paying agent, (a "“Paying Agent" ” or "“Paying Agents"”) for the payment (subject to applicable laws and regulations) of the principal of (and premium, if any) and any interest on the SecuritiesSecurities of a Series, and in addition to the appointment contemplated by Section 3(i), one or more agents (each transfer agent appointed herein and each such other or additional transfer agent, a "“Transfer Agent" ” or "“Transfer Agents"”) for the transfer and exchange of SecuritiesSecurities of a Series, at such place or places as the Issuer may determine; provided, however, that for so long as any Securities of such Series are listed on The Stock Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange, and such Exchange shall so require, the Issuer shall maintain a Paying Agent in London or Luxembourg, as the case may be, and that so long as the Securities of such Series are listed on the Singapore Exchange Securities Trading Limited (the “SGX-ST”) and the SGX-ST shall so require, the Issuer shall appoint and maintain a paying and transfer agent in Singapore, where the certificates representing the Securities may be presented or surrendered for payment or redemption (if required), in the event that the Issuer issues the Securities in definitive form in the limited circumstances set forth in the text of the Securities of such Series or herein; and provided, further, that the Issuer shall at all times maintain a Paying Agent in the Borough of Manhattan, The City of New York (which Paying Agent may be the Fiscal Agent). The Issuer shall promptly notify the Fiscal Agent of the name and address of each Paying Agent and Transfer Agent appointed by it and of the country or countries in which a Paying Agent or Transfer Agent may act in that capacity, and will notify the Fiscal Agent of the resignation or termination of any Paying Agent or Transfer Agent. The Issuer has initially appointed the Bank as Paying Agent and Transfer Agent for the Debt Securities. Subject to the provisions of Section 9(c) hereof, the Issuer may vary or terminate the appointment of any such Paying Agent or Transfer Agent at any time and from time to time upon giving not less than ninety 90 days' ’ notice to such Paying Agent or Transfer Agent, as the case may be, and to the Fiscal Agent. The In respect of the Securities of a Series, the Issuer shall cause notice of any resignation, termination or appointment of any Paying Agent or Transfer Agent or of the Fiscal Agent and of any change in the office through which any such Agent will act to be given to the holders at their addresses as they appear provided in the Security Registertext of the Securities of such Series.

FISCAL AGENT; OTHER AGENTS. The Issuer hereby appoints Citibank, N.A. (N.A., London Branch) having a corporate trust , acting through its office ("Principal Office") at 000 Citigroup Centre, Canada Square, Xxxxxx Xxxxx, Xxxxxx, Xxxxxx XX0X XXX, in EnglandX00 0XX, as fiscal agent and principal paying agent Fiscal Agent of the Issuer in respect of the Securities upon the terms and subject to the conditions herein set forth, and Citibank, N.A. (N.A., London Branch) , hereby accepts such appointment. Citibank, N.A. (London Branch), and any successor or successors as such fiscal agent qualified and appointed in accordance with Section 9 hereof, are herein called the "Fiscal Agent". The Fiscal Agent shall have the powers and authority granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer as may be mutually agreed upon by the Issuer and the Fiscal Agent. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer may, at its discretion, appoint one or more other or additional agents (each of the principal paying agent, each paying agent appointed herein and each such other or additional paying agent, (a "“Paying Agent" ” or "“Paying Agents"”) for the payment (subject to applicable laws and regulations) of the principal of (and premium, if any) and any interest on the Securities, Securities of a Series and in addition to the appointment contemplated by Section 3(i), one or more agents (each transfer agent appointed herein and each such other or additional transfer agent, a "“Transfer Agent" ” or "“Transfer Agents"”) for the transfer and exchange of Securities, Securities of a Series at such place or places as the Issuer may determinedetermine and one or more agents (a “Calculation Agent” or “Calculation Agents” and, together with the Fiscal Agent, the Paying Agents and the Transfer Agents, the “Agents”) to make any calculations or determinations as may be required pursuant to the terms of any securities of a Series (which Calculation Agent may be, and initially shall be, the Fiscal Agent); provided, however, that in the event Securities are issued in registered form, the Issuer shall at all times maintain a Paying Agent and Transfer Agent in London, or, if set forth in the Authorization relating to such Securities, in the City of New York (which Paying Agent and Transfer Agent may be, and initially shall be, the Fiscal Agent). The Issuer shall promptly notify the Fiscal Agent of the name and address of each additional Paying Agent, Transfer Agent and Transfer Calculation Agent appointed by it and of the country or countries in which a Paying Agent, Transfer Agent or Transfer Calculation Agent may act in that capacity, and will notify the Fiscal Agent of the resignation or termination of any Paying Agent, Transfer Agent or Transfer Calculation Agent. Subject to the provisions of Section 9(c) hereof), the Issuer may vary or terminate the appointment of any such Paying Agent, Transfer Agent or Transfer Calculation Agent at any time and from time to time upon giving not less than ninety days' 30 calendar days notice to such Paying Agent, Transfer Agent or Transfer Calculation Agent, as the case may be, and to the Fiscal Agent. The Notwithstanding the foregoing, if the Issuer issues bearer Securities of a Series, to the extent provided in the Securities of such Series, the Issuer shall maintain under appointment a Paying Agent or Paying Agents with respect to such bearer Securities outside the United States of America, its territories, its possessions and other areas subject to its jurisdiction (the “United States”) for the payment of principal of (and premium, if any) and any interest on such bearer Securities. In respect of the Securities of a Series, the Issuer shall cause notice of any resignation, termination or appointment of any Paying Agent, Transfer Agent or Transfer Calculation Agent or of the Fiscal Agent and of any change in the office through which any such Agent will act act, to be given to the holders at their addresses as they appear provided in the Security RegisterSecurities of such Series.

FISCAL AGENT; OTHER AGENTS. The Issuer hereby appoints Citibank, N.A. (N.A., London Branch) , having a corporate trust office ("Principal Office") at 000 XxxxxxCitigroup Centre, Canada Square, Xxxxxx XX0X XXXXxxxx, in EnglandXxxxxx X00 0XX, as fiscal agent and principal paying agent Fiscal Agent of the Issuer in respect of the Securities upon the terms and subject to the conditions herein set forth, and Citibank, N.A. (N.A., London Branch) Branch hereby accepts such appointment. Citibank, N.A. (N.A., London Branch), and any successor or successors as such fiscal agent Fiscal Agent qualified and appointed in accordance with Section 9 hereof, are herein called the "“Fiscal Agent"”. The Fiscal Agent shall have the powers and authority granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer as may be mutually agreed upon by the Issuer and the Fiscal Agent. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer hereby appoints Citibank, N.A., London Branch, having a corporate trust office at Citigroup Centre, Canada Square, Xxxxxx Xxxxx, Xxxxxx X00 0XX, as Exchange Agent (as defined below) upon the terms and subject to the conditions herein set forth, and Citibank, N.A., London Branch hereby accepts such appointment. The Issuer may, at its discretion, appoint one or more other or additional agents (each of the principal paying agent, each paying agent appointed herein and each such other or additional paying agent, (a "“Paying Agent" ” or "“Paying Agents"”) for the payment (subject to applicable laws and regulations) of the principal of (and premium, if any) and any interest on the SecuritiesSecurities of a Series, and in addition to the appointment contemplated by Section 3(i), one or more agents (each transfer agent appointed herein and each such other or additional transfer agent, a "“Transfer Agent" ” or "“Transfer Agents"”) for the transfer and exchange of SecuritiesSecurities of a Series, at such place or places as the Issuer may determine; provided, however, that for so long as any Securities of such Series are listed on any stock exchange located outside of the United States of America and such exchange shall so require, the Issuer shall maintain a Paying Agent in any required city located outside the United States of America; and provided, further, that, in the event Securities are issued in registered form, the Issuer shall maintain a Paying Agent in a location designated for such Series and, if Securities of a Series are issuable as bearer Securities, the Issuer shall maintain (i) a Paying Agent in the City of London, for payments with respect to any registered Securities of the Series (and for payments with respect to bearer Securities of the Series in the circumstances described in Section 4(a), but not otherwise), and (ii) a Paying Agent in a location designated outside the United States of America (including the States and the District of Columbia), its territories, possessions and other areas subject to its jurisdiction for the payment of principal of (and premium, if any) and any interest on bearer Securities of such Series (which Paying Agent may be the Fiscal Agent). The Issuer shall promptly notify the Fiscal Agent of the name and address of each Paying Agent and Transfer Agent appointed by it and of the country or countries in which a Paying Agent or Transfer Agent may act in that capacity, and will notify the Fiscal Agent of the resignation or termination of any Paying Agent or Transfer Agent. Subject to the provisions of Section 9(c) 9 hereof, the Issuer may vary or terminate the appointment of any such Paying Agent or Transfer Agent at any time and from time to time upon giving not less than ninety thirty days' ’ notice to such Paying Agent or Transfer Agent, as the case may be, and to the Fiscal Agent. The Notwithstanding the foregoing, if the Issuer issues bearer Securities of a Series, to the extent provided in the Securities of such Series, the Issuer shall maintain under appointment a Paying Agent or Paying Agents with respect to such Series outside the United States of America (including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction for the payment of principal of (and premium, if any) and any interest on bearer Securities of such Series. In respect of the Securities of a Series, the Issuer shall cause notice of any resignation, termination or appointment of any Paying Agent or Transfer Agent or of the Fiscal Agent and of any change in the office through which any such Agent will act to be given to the holders at their addresses as they appear provided in the Security Registertext of the Securities of such Series.

FISCAL AGENT; OTHER AGENTS. The Issuer hereby appoints Citibank, N.A. (acting through its office at Citigroup Centre, Canada Square, Canary Wharf, London Branch) having a corporate trust office ("Principal Office") at 000 XxxxxxE14 5LB, Xxxxxx XX0X XXX, in EnglandUnited Kingdom, as fiscal agent and principal paying agent of the Issuer in respect of the Securities upon the terms and subject to the conditions herein set forth, and Citibank, N.A. (London Branch) Citibank hereby accepts such appointment. Citibank, N.A. (London Branch), Citibank and any successor or successors as such fiscal agent qualified and appointed in accordance with Section 9 hereof9, are herein called the "“Fiscal Agent"”. The Fiscal Agent shall have the powers and authority granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer as may be mutually agreed upon by the Issuer and the Fiscal Agent. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer may, at its discretion, appoint one or more other or additional agents (each of the principal paying agent, each paying agent appointed herein and each such other or additional paying agent, (a "“Paying Agent" ” or "“Paying Agents"”) for the payment (subject to applicable laws and regulations) of the principal of (and premium, if any) and any interest on the Securities, Securities of a Series and in addition to the appointment contemplated by Section 3(i), one or more agents (each transfer agent appointed herein and each such other or additional transfer agent, a "“Transfer Agent" ” or "“Transfer Agents"” and together with the Paying Agents and the Fiscal Agent, the “Agents”) for the transfer and exchange of Securities, Securities of a Series at such place or places as the Issuer may determine; provided, however, that so long as any Securities of such Series are listed on any stock exchange, the Issuer shall maintain a Paying Agent in such city as such stock exchange may so require; and provided further that, in the event that Securities are issued in registered form, the Issuer shall at all times maintain a Paying Agent and Transfer Agent in The City of New York, or, if set forth in the Authorization relating to such Securities, in London, and in such other city as such stock exchange may require (which Paying Agent and Transfer Agent may be, and initially shall be, the Fiscal Agent). The Issuer shall promptly notify the Fiscal Agent of the name and address of each additional Paying Agent and Transfer Agent appointed by it and of the country or countries in which a Paying Agent or Transfer Agent may act in that capacity, and will notify the Fiscal Agent of the resignation or termination of any Paying Agent or Transfer Agent. Subject to the provisions of Section 9(c) hereof), the Issuer may vary or terminate the appointment of any such Paying Agent or Transfer Agent at any time and from time to time upon giving not less than ninety ten calendar days' ’ notice to such Paying Agent or Transfer Agent, as the case may be, and to the Fiscal Agent. The Notwithstanding the foregoing, if the Issuer issues bearer Securities of a Series, to the extent provided in the Securities of such Series the Issuer shall maintain under appointment a Paying Agent or Paying Agents with respect to such bearer Securities outside the United States of America, its territories, its possessions and other areas subject to its jurisdiction (the “United States”) for the payment of principal of (and premium, if any) and any interest on such bearer Securities. In respect of the Securities of a Series, the Issuer shall cause notice of any resignation, termination or appointment of any Paying Agent or Transfer Agent or of the Fiscal Agent Agent, and of any change in the office through which any such Agent will act act, to be given to the holders at their addresses as they appear provided in the Security RegisterSecurities of such Series.

FISCAL AGENT; OTHER AGENTS. The Issuer hereby appoints Citibank[ ], N.A. (London Branch) having a corporate trust acting through its office ("Principal Office") at 000 Xxxxxx, Xxxxxx XX0X XXX, in England[ ], as fiscal agent and principal paying agent of the Issuer in respect of the Securities upon the terms and subject to the conditions herein set forth, and Citibank, N.A. (London Branch) [ ] hereby accepts such appointment. Citibank, N.A. (London Branch), [ ] and any successor or successors as such fiscal agent qualified and appointed in accordance with Section 9 hereof9, are herein called the "Fiscal Agent". The Fiscal Agent shall have the powers and authority granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer as may be mutually agreed upon by the Issuer and the Fiscal Agent. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer may, at its discretion, appoint one or more other or additional agents (each of the principal paying agent, each paying agent appointed herein and each such other or additional paying agent, (a "Paying Agent" or "Paying Agents") for the payment (subject to applicable laws and regulations) of the principal of (and premium, if any) and any interest on the Securities, Securities of a Series and in addition to the appointment contemplated by Section 3(i), one or more agents (each transfer agent appointed herein and each such other or additional transfer agent, a "Transfer Agent" or "Transfer Agents" and together with the Paying Agents and the Fiscal Agent, the "Agents") for the transfer and exchange of Securities, Securities of a Series at such place or places as the Issuer may determine; provided, however, that so long as any Securities of such Series are listed on any stock exchange, the Issuer shall maintain a Paying Agent in such city as such stock exchange may so require; and provided further that, in the event Securities are issued in registered form, the Issuer shall at all times maintain a Paying Agent and Transfer Agent in The City of New York, or, if set forth in the Authorization relating to such Securities, in London, and in such other city as such stock exchange may require (which Paying Agent may be, and initially shall be, the Fiscal Agent). The Issuer shall promptly notify the Fiscal Agent of the name and address of each additional Paying Agent and Transfer Agent appointed by it and of the country or countries in which a Paying Agent or Transfer Agent may act in that capacity, and will notify the Fiscal Agent of the resignation or termination of any Paying Agent or Transfer Agent. Subject to the provisions of Section 9(c) hereof), the Issuer may vary or terminate the appointment of any such Paying Agent or Transfer Agent at any time and from time to time upon giving not less than ninety days' 30 calendar days notice to such Paying Agent or Transfer Agent, as the case may be, and to the Fiscal Agent. The Notwithstanding the foregoing, if the Issuer issues bearer Securities of a Series, to the extent provided in the Securities of such Series the Issuer shall maintain under appointment a Paying Agent or Paying Agents with respect to such bearer Securities outside the United States of America, its territories, its possessions and other areas subject to its jurisdiction (the "United States") for the payment of principal of (and premium, if any) and any interest on such bearer Securities. In respect of the Securities of a Series, the Issuer shall cause notice of any resignation, termination or appointment of any Paying Agent or Transfer Agent or of the Fiscal Agent and of any change in the office through which any such Agent will act to be given to the holders at their addresses as they appear provided in the Security RegisterSecurities of such Series.

FISCAL AGENT; OTHER AGENTS. The Issuer hereby appoints Citibank, N.A. (London Branch) N.A., having a corporate trust office ("Principal Office") at 000 0 Xxxxxxxxx Xxxxxx, Xxxxxx XX0X XXXXxxxxx, in EnglandXxxxxxx, as fiscal agent and principal paying agent Fiscal Agent of the Issuer in respect of the Securities upon the terms and subject to the conditions herein set forth, and Citibank, N.A. (London Branch) hereby accepts such appointment. Citibank, N.A. (London Branch)N.A., and any successor or successors as such fiscal agent Fiscal Agent qualified and appointed in accordance with Section 9 hereof, are herein called the "“Fiscal Agent"”. The Fiscal Agent shall have the powers and authority granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer as may be mutually agreed upon by the Issuer and the Fiscal Agent. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer may, at its discretion, appoint one or more other or additional agents (each of the principal paying agent, each paying agent appointed herein and each such other or additional paying agent, (a "“Paying Agent" ” or "“Paying Agents"”) for the payment (subject to applicable laws and regulations) of the principal of (and premium, if any) and any interest on the SecuritiesSecurities of a Series, and in addition to the appointment contemplated by Section 3(i), one or more agents (each transfer agent appointed herein and each such other or additional transfer agent, a "“Transfer Agent" ” or "“Transfer Agents"”) for the transfer and exchange of SecuritiesSecurities of a Series, at such place or places as the Issuer may determine; provided, however, that for so long as any Securities of such Series are listed on the Luxembourg Stock Exchange or the London Stock Exchange plc, and such Exchange shall so require, the Issuer shall maintain a Paying Agent in Luxembourg or London, as the case may be; and provided, further, that, in the event Securities are issued in registered form, the Issuer shall at all times maintain a Paying Agent and Transfer Agent in the Borough of Manhattan, The City of New York (which Paying Agent may be, and initially shall be, the Fiscal Agent). The duties and obligations of each such Agent shall Table of Contents be several and not joint. The Issuer shall promptly notify the Fiscal Agent of the name and address of each Paying Agent and Transfer Agent appointed by it and of the country or countries in which a Paying Agent or Transfer Agent may act in that capacity, and will notify the Fiscal Agent of the resignation or termination of any Paying Agent or Transfer Agent. Subject to the provisions of Section 9(c) 9 hereof, the Issuer may vary or terminate the appointment of any such Paying Agent or Transfer Agent at any time and from time to time upon giving not less than ninety days' ’ notice to such Paying Agent or Transfer Agent, as the case may be, and to the Fiscal Agent. The Notwithstanding the foregoing, if the Issuer issues bearer Securities of a Series, to the extent provided in the Securities of such Series, the Issuer shall maintain under appointment a Paying Agent or Paying Agents with respect to such Series outside the United States of America (including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction (the “United States”) for the payment of principal of (and premium, if any) and any interest on bearer Securities of such Series. In respect of the Securities of a Series, the Issuer shall cause notice of any resignation, termination or appointment of any Paying Agent or Transfer Agent or of the Fiscal Agent and of any change in the office through which any such Agent will act to be given to the holders at their addresses as they appear provided in the Security Registertext of the Securities of such Series.

FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoints Citibankappoint [NAME OF FISCAL AGENT], N.A. (London Branch) also acting through its U.S. Representative, [NAME OF U.S. REPRESENTATIVE], at present having a corporate trust its office ("Principal Office") at 000 Xxxxxx, Xxxxxx XX0X XXX, in England[name of city], as fiscal agent and principal paying agent of the Issuer and Japan in respect of the Securities upon the terms and subject to the conditions herein set forth, and Citibank[NAME OF FISCAL AGENT], N.A. (London Branch) hereby accepts such appointment. Citibank, N.A. (London Branch)[NAME OF FISCAL AGENT], and any successor or [NAME OF U.S. REPRESENTATIVE] in its capacity as U.S. Representative, and their successors as such fiscal agent qualified and or appointed in accordance with Section 9 8 hereof, are herein called the "“Fiscal Agent"”. For so long as [NAME OF FISCAL AGENT] is the Fiscal Agent hereunder and [NAME OF U.S. REPRESENTATIVE] is the U.S. Representative hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon acquiring actual knowledge that the U.S. Representative is not performing its obligations hereunder and (ii) [NAME OF U.S. REPRESENTATIVE] shall notify the Issuer and Japan promptly upon acquiring actual knowledge that [NAME OF FISCAL AGENT], has ceased to own a majority of the shares in [NAME OF U.S. REPRESENTATIVE] The Fiscal Agent shall have the powers and authority hereby granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer and Japan as may be mutually agreed upon by the Issuer and the Fiscal AgentJapan may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof. The Issuer mayand Japan reserve the right to appoint, at its their discretion, appoint agents (one or more other “Agents”, or additional agents (each of the principal paying agenteach, each paying agent appointed herein and each such other or additional paying agent, (a "Paying an “Agent" or "Paying Agents"”) for the payment (subject to applicable laws and regulations) of the principal of (and premium, if any) and any interest on the Securities, and in addition to Securities (the appointment contemplated by Section 3(i), one “Principal Paying Agent”) or more agents (each transfer agent appointed herein and each such other or additional transfer agent, a "Transfer Agent" or "Transfer Agents") for the exchange of Securities, at such place or places as the Issuer may determine. The Issuer shall promptly notify the Fiscal Agent of the name and address of each Paying Agent and Transfer Agent appointed by it and of the country or countries in which a Paying Agent or Transfer Agent may act in that capacity, and will notify the Fiscal Agent of the resignation or termination of any Paying Agent or Transfer Agent. Subject to the provisions of Section 9(c) hereof, the Issuer may vary or terminate the appointment of any such Paying Agent or Transfer Agent at any time and from time to time upon giving not less than ninety days' notice to such Paying Agent or Transfer Agent, as the case may be, and to the Fiscal Agent. The Issuer shall cause notice of any resignation, termination or appointment of any Paying Agent or Transfer Agent or of the Fiscal Agent and of any change in the office through which any such Agent will act to be given to the holders at their addresses as they appear in the Security Register.transfer