Common use of Redenomination Clause in Contracts

Redenomination. Where redenomination is specified in the applicable Pricing Supplement as being applicable, the Issuer may, without the consent of the Noteholders, the Receiptholders and the Couponholders, on giving prior notice to the Trustee, the Agent, Euroclear, Clearstream and CMU and at least 30 days’ prior notice to the Noteholders in accordance with Condition 15, elect that, with effect from the Redenomination Date specified in the notice, the Notes shall be redenominated in euro. The election will have effect as follows: (i) the Notes and the Receipts shall be deemed to be redenominated in euro in the denomination of €0.01 with a principal amount for each Note and Receipt equal to the principal amount of that Note or Receipt in the Specified Currency, converted into euro at the Established Rate, provided that, if the Issuer determines, with the agreement of the Trustee, that the then market practice in respect of the redenomination into euro of internationally offered securities is different from the provisions specified above, such provisions shall be deemed to be amended so as to comply with such market practice and the Issuer shall promptly notify the Noteholders in accordance with Condition 15, the stock exchange (if any) on which the Notes may be listed and the Paying Agents of such deemed amendments; (ii) save to the extent that an Exchange Notice has been given in accordance with paragraph (iv) below, the amount of interest due in respect of the Notes will be calculated by reference to the aggregate principal amount of Notes presented (or, as the case may be, in respect of which Coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest €0.01; (iii) if definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the Issuer in denominations of €1,000, €10,000, €100,000 and (but only to the extent of any remaining amounts less than €1,000 or such smaller denominations as the Trustee and the Agent may approve) €0.01 and such other denominations as the Trustee shall determine and notify to the Noteholders in accordance with Condition 15; (iv) where definitive Notes have been issued prior to the Redenomination Date, all unmatured Coupons denominated in the Specified Currency (whether or not attached to the Notes) will become void with effect from the date on which the Issuer gives notice that replacement euro-denominated Notes, Receipts and Coupons (the “Exchange Notes”) are available for exchange (provided that such securities are so available) and no payments will be made in respect of them. The payment obligations contained in any Notes and Receipts so issued will also become void on that date although those Notes and Receipts will continue to constitute valid exchange obligations of the Issuer. New euro-denominated Notes, Receipts and Coupons will be issued in exchange for Notes, Receipts and Coupons denominated in the Specified Currency in such manner as the Trustee may specify and as shall be notified to the Noteholders in the Exchange Notice. No Exchange Notice may be given less than 15 days prior to any date for payment of principal or interest on the Notes; (v) after the Redenomination Date, all payments in respect of the Notes, the Receipts and the Coupons, other than payments of interest in respect of periods commencing before the Redenomination Date, will be made solely in euro as though references in the Notes to the Specified Currency were to euro. Payments will be made in euro in accordance with Condition 7; (vi) if the Notes are Fixed Rate Notes and interest for any period ending on or after the Redenomination Date is required to be calculated for a period ending other than on an Interest Payment Date, it will be calculated: (i) in the case of the Notes represented by a Global Note, by applying the Rate of Interest to the aggregate outstanding nominal amount of the Notes represented by such Global Note; and (ii) in the case of definitive Notes, by applying the Rate of Interest to the Calculation Amount; and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Fixed Rate Note in definitive form is a multiple of the Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding; (vii) if the Notes are Floating Rate Notes, the applicable Pricing Supplement will specify any relevant changes to the provisions relating to interest; and (viii) such other changes shall be made to these Conditions and/or the Trust Deed and/or the Agency Agreement as the Issuer may decide, after consultation with the Trustee, and as may be specified in the notice, to conform them to conventions then applicable to instruments denominated in euro. Any such other changes will not take effect until after they have been notified to the Noteholders in accordance with Condition 15.

Redenomination. Where redenomination is specified in the applicable Pricing Supplement as being applicable, the Issuer may, without the consent of the Noteholders, the Receiptholders and the Couponholders, on giving prior notice to the Trustee, the Principal Paying Agent, Euroclear, Clearstream and Clearstream, Luxembourg and/or as applicable, the CMU Service and at least 30 days’ prior notice to the Noteholders in accordance with Condition 15, elect that, with effect from the Redenomination Date specified in the notice, the Notes shall be redenominated in euro. The election will have effect as follows: (i) the Notes and the Receipts shall be deemed to be redenominated in into euro in the denomination of €euro 0.01 with a principal amount for each Note and Receipt equal to the principal amount of that Note or Receipt in the Specified Currency, converted into euro at the Established Rate, provided that, if the Issuer determines, with the agreement of the TrusteePrincipal Paying Agent, that the then market practice in respect of the redenomination into euro of internationally offered securities is different from the provisions specified above, such provisions shall be deemed to be amended so as to comply with such market practice and the Issuer shall promptly notify the Noteholders in accordance with Condition 15Noteholders, the stock exchange (if any) on which the Notes may be listed and the Paying Agents of such deemed amendments; (ii) save to the extent that an Exchange Notice has been given in accordance with paragraph (iv) below, the amount of interest due in respect of the Notes will be calculated by reference to the aggregate principal amount of Notes presented (or, as the case may be, in respect of which Coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest €euro 0.01; (iii) if definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the Issuer in the denominations of €euro 1,000, €euro 10,000, €euro 100,000 and (but only to the extent of any remaining amounts less than €euro 1,000 or such smaller denominations as the Trustee and Issuer in conjunction with the Principal Paying Agent may approvedetermine) €euro 0.01 and such other denominations as the Trustee Issuer in conjunction with the Principal Paying Agent shall determine and notify to the Noteholders in accordance with Condition 15Noteholders; (iv) where definitive Notes have been if issued prior to the Redenomination Date, all unmatured Coupons denominated in the Specified Currency (whether or not attached to the Notes) will become void with effect from the date on which the Issuer gives notice (the “Exchange Notice”) that replacement euro-denominated Notes, Receipts and Coupons (the “Exchange Notes”) are available for exchange (provided that such securities are so available) and no payments will be made in respect of them. The payment obligations contained in any Notes and Receipts so issued will also become void on that date although those Notes and Receipts will continue to constitute valid exchange obligations of the Issuer. New euro-denominated Notes, Receipts and Coupons will be issued in exchange for Notes, Receipts and Coupons denominated in the Specified Currency in such manner as the Trustee Issuer may specify and as shall be notified to the Noteholders in the Exchange Notice. No Exchange Notice may be given less than 15 days prior to any date for payment of principal or interest on the Notes; (v) after the Redenomination Date, all payments in respect of the Notes, the Receipts and the Coupons, other than payments of interest in respect of periods commencing before the Redenomination Date, will be made solely in euro as though references in the Notes to the Specified Currency were to euro. Payments will be made in euro in accordance with Condition 7; (vi) if the Notes are Fixed Rate Notes and interest for any period ending on or after the Redenomination Date is required to be calculated for a period ending other than on an Interest Payment Date, it will be calculated: (i) in the case of the Notes represented by a Global Note, by applying the Rate of Interest to the aggregate outstanding nominal amount of the Notes represented by such Global Note; and (ii) in the case of definitive Notes, by applying the Rate of Interest to the Calculation Amount; and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Fixed Rate Note in definitive form is a multiple of the Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding; (vii) if the Notes are Floating Rate Notes, the applicable Pricing Supplement will specify any relevant changes to the provisions relating to interest; and (viii) such other changes shall be made to these Conditions and/or the Trust Deed and/or the Agency Agreement as the Issuer may decide, after consultation with the Trustee, and as may be specified in the notice, to conform them to conventions then applicable to instruments denominated in euro. Any such other changes will not take effect until after they have been notified to the Noteholders in accordance with Condition 15.

Redenomination. Where redenomination is The Issuer may (if so specified in the applicable Pricing Supplement as being applicableFinal Terms), the Issuer mayon any Interest Payment Date, without the consent of the Noteholders, the Receiptholders and the Couponholders, on by giving prior notice to the Trustee, the Agent, Euroclear, Clearstream and CMU and at least 30 days’ prior ' notice to the Noteholders in accordance with Condition 1514, elect that, with effect from the Redenomination Date specified in the notice, the Notes shall be redenominated in euro. The election will have effect as follows: (i) the Notes and the Receipts shall be deemed to be redenominated in euro in the denomination of €0.01 with a principal amount for each Note and Receipt equal to the principal amount of that Note on or Receipt in the Specified Currency, converted into euro at the Established Rate, provided that, if the Issuer determines, with the agreement of the Trustee, that the then market practice in respect of the redenomination into euro of internationally offered securities is different from the provisions specified above, such provisions shall be deemed to be amended so as to comply with such market practice and the Issuer shall promptly notify the Noteholders in accordance with Condition 15, the stock exchange (if any) on which the Notes may be listed and the Paying Agents of such deemed amendments; (ii) save to the extent that an Exchange Notice has been given in accordance with paragraph (iv) below, the amount of interest due in respect of the Notes will be calculated by reference to the aggregate principal amount of Notes presented (or, as the case may be, in respect of which Coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest €0.01; (iii) if definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the Issuer in denominations of €1,000, €10,000, €100,000 and (but only to the extent of any remaining amounts less than €1,000 or such smaller denominations as the Trustee and the Agent may approve) €0.01 and such other denominations as the Trustee shall determine and notify to the Noteholders in accordance with Condition 15; (iv) where definitive Notes have been issued prior to the Redenomination Date, all unmatured Coupons denominated in the Specified Currency (whether or not attached to the Notes) will become void with effect from the date on which the Issuer gives notice that replacement euro-European Member State in whose national currency the Notes are denominated Notes, Receipts has become a participating Member State in the third stage of the European Economic and Coupons Monetary Union (as provided in the Treaty establishing the European Community (the “Exchange NotesEC”), as amended from time to time (the “Treaty”)) are available for exchange or events have occurred which have substantially the same effects (provided that such securities are so available) and no payments will be made in respect of them. The payment obligations contained in any Notes and Receipts so issued will also become void on that date although those Notes and Receipts will continue to constitute valid exchange obligations of the Issuer. New euro-denominated Noteseither case, Receipts and Coupons will be issued in exchange for Notes“EMU”), Receipts and Coupons denominated in the Specified Currency in such manner as the Trustee may specify and as shall be notified to the Noteholders in the Exchange Notice. No Exchange Notice may be given less than 15 days prior to any date for payment of principal or interest on the Notes; (v) after the Redenomination Dateredenominate all, all payments in respect of the Notesbut not some only, the Receipts and the Coupons, other than payments of interest in respect of periods commencing before the Redenomination Date, will be made solely in euro as though references in the Notes to the Specified Currency were to euro. Payments will be made in euro in accordance with Condition 7; (vi) if the Notes are Fixed Rate Notes and interest for any period ending on or after the Redenomination Date is required to be calculated for a period ending other than on an Interest Payment Date, it will be calculated: (i) in the case of the Notes represented by a Global Note, by applying the Rate of Interest to any series into Euro and adjust the aggregate outstanding nominal principal amount and the Specified Denomination(s) set out in the applicable Final Terms accordingly, as described below. The date on which such redenomination becomes effective shall be referred to in these Conditions as the “Redenomination Date”. Unless otherwise specified in the applicable Final Terms, the redenomination of the Notes represented pursuant to Condition 1(d)(i) shall be made by such Global Note; and (ii) in converting the case principal amount of definitive Notes, by applying each Note from the Rate of Interest to relevant national currency into Euro using the Calculation Amount; and, in each case, multiplying such sum fixed relevant national currency Euro conversion rate established by the applicable Day Count Fraction, Council of the European Union pursuant to Article 123 (4) of the Treaty and rounding the resultant figure to the nearest sub-unit 0.01 Euro (with 0.005 Euro being rounded upwards). If the Issuer so elects, the figure resulting from conversion of the principal amount of each Note using the fixed relevant Specified Currency, half of any such sub-unit being national currency Euro conversion rate shall be rounded upwards or otherwise in accordance with applicable market conventiondown to the nearest Euro. Where the Specified Denomination of a Fixed Rate Note in definitive form is a multiple The Euro denominations of the Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note Notes so determined shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding; (vii) if the Notes are Floating Rate Notes, the applicable Pricing Supplement will specify any relevant changes to the provisions relating to interest; and (viii) such other changes shall be made to these Conditions and/or the Trust Deed and/or the Agency Agreement as the Issuer may decide, after consultation with the Trustee, and as may be specified in the notice, to conform them to conventions then applicable to instruments denominated in euro. Any such other changes will not take effect until after they have been notified to the Noteholders in accordance with Condition 1514. Any balance remaining from the redenomination with a denomination higher than 0.01 Euro shall be paid by way of cash adjustment rounded to the nearest 0.01 Euro (with 0.005 Euro being rounded upwards). Such cash adjustment will be payable in Euros on the Redenomination Date in the manner notified to Noteholders by the Issuer. Upon redenomination of the Notes, any reference in the applicable Final Terms to the relevant national currency shall be construed as a reference to Euro. Unless otherwise specified in the applicable Final Terms, the Issuer may, with prior approval of the Redenomination Agent and the Consolidation Agent, in connection with any redenomination pursuant to this Condition or any consolidation pursuant to Condition 13, without the consent of the Noteholders, make any changes or additions to these Conditions which it reasonably believes to be necessary or desirable to give effect to the provisions of this Condition or Condition 13 (including, without limitation, any change to any applicable business day definition, business day convention, principal financial centre of the country of the Specified Currency, interest accrual basis or benchmark), taking into account market practice in respect of redenominated euromarket debt obligations and which it believes are not prejudicial to the interests of the Noteholders. Any such changes or additions shall, in the absence of manifest error, be binding on the holders of Notes, Receipts, Coupons and Talons and shall be notified to Noteholders in accordance with Condition 14 as soon as practicable thereafter. Neither the Issuer nor any Paying Agent shall be liable to any Noteholder or other person for any commissions, costs, losses or expenses in relation to or resulting from the credit or transfer of Euro or any currency conversion or rounding effected in connection therewith.

Redenomination. Where redenomination is specified in the applicable Pricing Supplement Final Terms as being applicable, the Issuer may, without the consent of the Noteholders, the Receiptholders Ordinary Noteholders and the Couponholders, Couponholders on giving prior notice to the Trustee, the Principal Paying Agent, EuroclearEuroclear and Clearstream, Clearstream and CMU Luxembourg, and at least 30 days’ ' prior notice to the Ordinary Noteholders in accordance with Condition 1513 below, elect that, with effect from the Redenomination Date specified in the notice, the Ordinary Notes shall be redenominated in euro. The election will have effect as follows: (i) the Ordinary Notes and the Receipts shall be deemed to be redenominated in euro in the denomination of €euro 0.01 with a principal nominal amount for each Note and Receipt equal to the principal nominal amount of that Note or Receipt in the Specified Currency, converted into euro at the Established Rate, provided that, if the Issuer determines, with the agreement of the TrusteePrincipal Paying Agent, that the then market practice in respect of the redenomination into in euro of internationally offered securities is different from the provisions specified above, such provisions shall be deemed to be amended so as to comply with such market practice and the Issuer shall promptly notify the Noteholders in accordance with Condition 15Ordinary Noteholders, the stock exchange (if any) on which the Ordinary Notes may be listed and the Paying Agents of such deemed amendments; (ii) save to the extent that an Exchange Notice has been given in accordance with paragraph (iv) below, the amount of interest due in respect of the Ordinary Notes will be calculated by reference to the aggregate principal nominal amount of Ordinary Notes presented (or, as the case may be, in respect of which Coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest €euro 0.01; (iii) if definitive Definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the Issuer (A) in the case of Relevant Notes in the denomination of euro 100,000 and/or such higher amounts as the Principal Paying Agent may determine and notify to the Ordinary Noteholders and any remaining amounts less than euro 100,000 shall be redeemed by the Issuer and paid to the Ordinary Noteholders in euro in accordance with this Condition 5, and (B) in the case of Ordinary Notes which are not Relevant Notes, in the denominations of €euro 1,000, €euro 10,000, €100,000 euro 50,000 and (but only to the extent of any remaining amounts less than €euro 1,000 or such smaller denominations as the Trustee and the Principal Paying Agent may approve) €euro 0.01 and such other denominations as the Trustee Principal Paying Agent shall determine and notify to the Noteholders in accordance with Condition 15Ordinary Noteholders; (iv) where definitive Notes have been if issued prior to the Redenomination Date, all unmatured Coupons denominated in the Specified Currency (whether or not attached to the Ordinary Notes) will become void with effect from the date on which the Issuer gives notice (the Exchange Notice) that replacement euro-denominated Notes, Receipts Ordinary Notes and Coupons (the “Exchange Notes”) are available for exchange (provided that such securities are so available) and no payments will be made in respect of them. The payment obligations contained in any Ordinary Notes and Receipts so issued will also become void on that date although those Ordinary Notes and Receipts will continue to constitute valid exchange obligations of the Issuer. New euro-denominated Notes, Receipts Ordinary Notes and Coupons will be issued in exchange for Notes, Receipts Ordinary Notes and Coupons denominated in the Specified Currency in such manner as the Trustee Principal Paying Agent may specify and as shall be notified to the Ordinary Noteholders in the Exchange Notice. No Exchange Notice may be given less than 15 days prior to any date for payment of principal or interest on the Ordinary Notes; (v) after the Redenomination Date, all payments in respect of the Notes, the Receipts Ordinary Notes and the Coupons, other than payments of interest in respect of periods commencing before the Redenomination Date, will be made solely in euro as though references in the Notes to the Specified Currency were to euro. Payments will be made in euro in accordance with Condition 7by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, by a euro cheque; (vi) if the Notes are Fixed Rate Notes and interest for any period ending on or after the Redenomination Date is required to be calculated for a period ending other than on an Interest Payment Date, it will be calculated: (iA) in the case of the Ordinary Notes represented by a Global Note, by applying the Rate of Interest to the aggregate outstanding nominal amount of the Notes represented by such Global NoteNotes; and (iiB) in the case of definitive Definitive Notes, by applying the Rate of Interest to the Calculation Amount; , and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Fixed Rate Note in definitive form is a multiple of the comprises more than one Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note shall be the product aggregate of the amount amounts (determined in the manner provided above) for the each Calculation Amount and the amount by which the Calculation Amount is multiplied to reach comprising the Specified Denomination, Denomination without any further rounding;; and (vii) if the Ordinary Notes are Floating Rate Notes, the applicable Pricing Supplement Final Terms will specify any relevant changes to the provisions relating to interest; and (viii) such other changes shall be made to these Conditions and/or the Trust Deed and/or the Agency Agreement as the Issuer may decide, after consultation with the Trustee, and as may be specified in the notice, to conform them to conventions then applicable to instruments denominated in euro. Any such other changes will not take effect until after they have been notified to the Noteholders in accordance with Condition 15.

Redenomination. Where redenomination is specified in the applicable Final Terms Document or Pricing Supplement as being applicable, the Issuer may, without the consent of the Noteholders, the Receiptholders Covered Bondholders and the Couponholders, on giving prior written notice to the Bond Trustee, the AgentAgents, Euroclearthe Registrar (in the case of Registered Covered Bonds), Clearstream Euroclear and CMU Clearstream, Luxembourg and at least 30 days’ prior notice to the Noteholders Covered Bondholders in accordance with Condition 1513 (Notices), elect that, with effect from the Redenomination Date specified in the notice, the Notes shall Covered Bonds will be redenominated in euro. In relation to any Covered Bonds where the applicable Final Terms Document or Pricing Supplement provides for a minimum Specified Denomination in the Specified Currency which is equivalent to at least €100,000 and which are admitted to trading on a regulated market in the European Economic Area, it will be a term of any such article that the holder of any Covered Bonds held through Euroclear, Clearstream, Luxembourg and/or DTC must have credited to its securities account with the relevant clearing system a minimum balance of Covered Bonds of at least €100,000. The election will have effect as follows: (ia) the Notes and the Receipts shall Covered Bonds will be deemed to be redenominated in euro in the denomination of €0.01 with a principal nominal amount for each Note and Receipt Covered Bond equal to the principal nominal amount of that Note or Receipt Covered Bond in the Specified Currency, converted into euro at the Established Rate, provided that, if the Issuer determines, in consultation with the agreement of Agents and the Bond Trustee, that the then market practice in respect of the redenomination into in euro of internationally offered securities is different from the provisions specified above, such provisions shall will be deemed to be amended so as to comply with such market practice and the Issuer shall will promptly notify the Noteholders in accordance with Condition 15Covered Bondholders, the competent listing authority, stock exchange exchange, and/or market (if any) on or by which the Notes Covered Bonds may be listed and/or admitted to trading and the Paying Agents of such deemed amendments; (iib) save to the extent that an Exchange Notice has been given in accordance with paragraph (ivd) below, the amount of interest due in respect of the Notes Covered Bonds will be calculated by reference to the aggregate principal nominal amount of Notes Covered Bonds presented (or, as the case may be, in respect of which Coupons are presented) for payment by the relevant holder and the amount of such payment shall will be rounded down to the nearest €0.01; (iiic) if definitive Notes Definitive Covered Bonds are required to be issued after the Redenomination Date, they shall will be issued at the expense of the Issuer in the denominations of €1,000, €10,000, €100,000 and/or such higher amounts as the Agents may determine and (but only notify to the extent of Covered Bondholders and any remaining amounts less than €1,000 or such smaller denominations as 100,000 will be redeemed by the Trustee Issuer and the Agent may approve) €0.01 and such other denominations as the Trustee shall determine and notify paid to the Noteholders Covered Bondholders in euro in accordance with Condition 156 (Redemption and Purchase); (ivd) where definitive Notes have been if issued prior to the Redenomination Date, all unmatured Coupons denominated in the Specified Currency (whether or not attached to the NotesCovered Bonds) will become void with effect from the date on which the Issuer gives notice (the Exchange Notice) that replacement euro-denominated Notes, Receipts Covered Bonds and Coupons (the “Exchange Notes”) are available for exchange (provided that such securities are so available) and no payments will be made in respect of them. The payment obligations contained in any Notes Covered Bonds and Receipts Coupons so issued will also become void on that date although those Notes Covered Bonds and Receipts Coupons will continue to constitute valid exchange obligations of the Issuer. New euro-denominated Notes, Receipts Covered Bonds and Coupons will be issued in exchange for Notes, Receipts Covered Bonds and Coupons denominated in the Specified Currency in such manner as the Trustee Agents may specify and as shall will be notified to the Noteholders Covered Bondholders in the Exchange Notice. No Exchange Notice may be given less than 15 days prior to any date for payment of principal or interest on the NotesCovered Bonds; (ve) after the Redenomination Date, all payments in respect of the Notes, the Receipts Covered Bonds and the Coupons, other than payments of interest in respect of periods commencing before the Redenomination Date, will be made solely in euro as though references in the Notes Covered Bonds to the Specified Currency were to euro. Payments will be made in euro in accordance with Condition 7by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, by a euro cheque; (vif) if the Notes Covered Bonds are Fixed Rate Notes Covered Bonds and interest for any period ending on or after the Redenomination Date is required to be calculated for a period ending other than on an Interest Payment Date, it will be calculated: (i) in the case of the Notes represented by a Global Note, calculated by applying the Rate of Interest to the aggregate outstanding nominal amount of the Notes represented by such Global Note; and (ii) in the case of definitive Notes, by applying the Rate of Interest to the Calculation Amount; and, in each caseSpecified Denomination, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-sub- unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Fixed Rate Note in definitive form is a multiple of the Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding; (viig) if the Notes Covered Bonds are Floating Rate NotesCovered Bonds, the applicable Final Terms Document or Pricing Supplement will specify any relevant changes to the provisions relating to interest; and (viiih) such other changes shall will be made to these Conditions and/or this Condition (and the Trust Deed and/or the Agency Agreement Transaction Documents) as the Issuer may decide, after consultation with the Agents and the Bond Trustee, and as may be specified in the noticenotice given to the Covered Bondholders pursuant to paragraph (a) above, to conform them it to conventions then applicable to instruments denominated in euro. Any such other changes will not take effect until after they have been notified to the Noteholders in accordance with Condition 15.

Redenomination. Where redenomination is specified in the applicable Pricing Supplement as being applicable, the Issuer may, without the consent of the Noteholders, the Receiptholders and the Couponholders, on giving prior notice to the Trustee, the Principal Paying Agent, Euroclear, Clearstream and and/or as applicable, the CMU and at least 30 days’ prior notice to the Noteholders in accordance with Condition 15, elect that, with effect from the Redenomination Date specified in the notice, the Notes shall be redenominated in euro. The election will have effect as follows: (i) the Notes and the Receipts shall be deemed to be redenominated in into euro in the denomination of €euro 0.01 with a principal amount for each Note and Receipt equal to the principal amount of that Note or Receipt in the Specified Currency, converted into euro at the Established Rate, provided that, if the Issuer determines, with the agreement of the TrusteePrincipal Paying Agent, that the then market practice in respect of the redenomination into euro of internationally offered securities is different from the provisions specified above, such provisions shall be deemed to be amended so as to comply with such market practice and the Issuer shall promptly notify the Noteholders in accordance with Condition 15Noteholders, the stock exchange (if any) on which the Notes may be listed and the Paying Agents of such deemed amendments; (ii) save to the extent that an Exchange Notice has been given in accordance with paragraph (iv) below, the amount of interest due in respect of the Notes will be calculated by reference to the aggregate principal amount of Notes presented (or, as the case may be, in respect of which Coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest €euro 0.01; (iii) if definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the Issuer in the denominations of €euro 1,000, €euro 10,000, €euro 100,000 and (but only to the extent of any remaining amounts less than €euro 1,000 or such smaller denominations as the Trustee and Issuer in conjunction with the Principal Paying Agent may approvedetermine) €euro 0.01 and such other denominations as the Trustee Issuer in conjunction with the Principal Paying Agent shall determine and notify to the Noteholders in accordance with Condition 15Noteholders; (iv) where definitive Notes have been if issued prior to the Redenomination Date, all unmatured Coupons denominated in the Specified Currency (whether or not attached to the Notes) will become void with effect from the date on which the Issuer gives notice (the “Exchange Notice”) that replacement euro-denominated Notes, Receipts and Coupons (the “Exchange Notes”) are available for exchange (provided that such securities are so available) and no payments will be made in respect of them. The payment obligations contained in any Notes and Receipts so issued will also become void on that date although those Notes and Receipts will continue to constitute valid exchange obligations of the Issuer. New euro-denominated Notes, Receipts and Coupons will be issued in exchange for Notes, Receipts and Coupons denominated in the Specified Currency in such manner as the Trustee Issuer may specify and as shall be notified to the Noteholders in the Exchange Notice. No Exchange Notice may be given less than 15 days prior to any date for payment of principal or interest on the Notes; (v) after the Redenomination Date, all payments in respect of the Notes, the Receipts and the Coupons, other than payments of interest in respect of periods commencing before the Redenomination Date, will be made solely in euro as though references in the Notes to the Specified Currency were to euro. Payments will be made in euro in accordance with Condition 7; (vi) if the Notes are Fixed Rate Notes and interest for any period ending on or after the Redenomination Date is required to be calculated for a period ending other than on an Interest Payment Date, it will be calculated: (i) in the case of the Notes represented by a Global Note, by applying the Rate of Interest to the aggregate outstanding nominal amount of the Notes represented by such Global Note; and (ii) in the case of definitive Notes, by applying the Rate of Interest to the Calculation Amount; and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Fixed Rate Note in definitive form is a multiple of the Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding; (vii) if the Notes are Floating Rate Notes, the applicable Pricing Supplement will specify any relevant changes to the provisions relating to interest; and (viii) such other changes shall be made to these Conditions and/or the Trust Deed and/or the Agency Agreement as the Issuer may decide, after consultation with the Trustee, and as may be specified in the notice, to conform them to conventions then applicable to instruments denominated in euro. Any such other changes will not take effect until after they have been notified to the Noteholders in accordance with Condition 15.

Redenomination. Where redenomination is specified in If the applicable Pricing Supplement as being applicablepermits redenomination, Notes denominated in a currency that may be redenominated into euro, at the election of the relevant Issuer, may be subject to redenomination in the manner set out below. In relation to such Notes, the Issuer mayrelevant Issuer, without the consent of the Noteholders, the Receiptholders and the or Couponholders, on giving prior notice to the Trustee, the Agent, Euroclear, Clearstream and CMU and at least 30 days’ prior notice to Noteholders, Receiptholders, Couponholders, the Noteholders Issuing and Principal Paying Agent, Euroclear and Clearstream, Luxembourg in accordance with Condition 1513, elect thatmay designate a “Redenomination Date” for the Notes, with effect from being (in the case of interest-bearing Notes) a date for payment of interest under the Notes (or in the case of Zero Coupon Notes, any date), in each case specified by the relevant Issuer in the notice given pursuant to this paragraph and falling on or after the date on which the relevant member state commences participation in the third stage of European Economic and Monetary Union pursuant to the EC Treaty and which falls before the date on which the currency ceases to be a sub-division of the euro. Beginning on the Redenomination Date specified in Date, notwithstanding the notice, other provisions of the Notes shall be redenominated in euro. The election will have effect as followsConditions: (i) the Notes and the Receipts shall (unless already so provided by mandatory provisions of applicable law) be deemed to be redenominated in euro in the denomination of €euro 0.01 with a principal nominal amount for each Note and Receipt equal to the principal nominal amount of that Note or and Receipt in the Specified Currency, converted into euro at the Established Rate, rate for conversion established by the Council of the European Union pursuant to the EC Treaty (including compliance with rules relating to rounding in accordance with European Community regulations) provided that, if the relevant Issuer determines, with the agreement of the TrusteeAgent (which agreement shall not be unreasonably withheld), that the then market practice in respect of the redenomination into euro 0.01 of internationally offered securities is different from the provisions specified above, such provisions shall be deemed to be amended so as to comply with such market practice and the relevant Issuer shall promptly notify the Noteholders in accordance with Condition 15Noteholders, the any stock exchange (if any) on which the Notes may be listed and the any Paying Agents Agent of such deemed amendmentsamendment; (ii) save to the extent that an Exchange Notice has been given in accordance with paragraph (iv) below, the amount of interest due in respect of the Notes will be calculated by reference to the aggregate principal amount of Notes presented (or, as the case may be, in respect of which Coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest €0.01; (iii) if definitive Definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the relevant Issuer in the denominations of €euro 0.01, euro 1,000, €euro 10,000, €euro 100,000 and (but only to the extent of any remaining amounts less than €1,000 or such smaller denominations as the Trustee and the Agent may approve) €0.01 and such other denominations as the Trustee shall determine Issuing and notify Principal Paying Agent determines and gives notice of to the Noteholders in accordance with Condition 15Noteholders; (iviii) where definitive if Definitive Notes have been issued prior to the Redenomination Date, all unmatured Receipts and Coupons denominated in the Specified Currency (whether or not attached to the Notes) will become void with effect from the date on which the relevant Issuer gives the notice (the “Exchange Notice”) that replacement euro-denominated Notes, Receipts and Coupons (the “Exchange Notes”) are available for exchange (provided that such securities are so available) and no payments will be made in respect of them. The payment obligations contained in any Notes and Receipts so issued will also become void on that date although those Notes and Receipts will continue to constitute valid exchange obligations of the relevant Issuer. New certificates in respect of euro-denominated Notes, Receipts and Coupons will be issued in exchange for Notes, Receipts and Coupons denominated in the Specified Currency in such manner as the Trustee Issuing and Principal Paying Agent may specify and as shall be notified stated to the Noteholders in the Exchange Notice. No Exchange Notice may be given less than 15 days prior to any date for payment of principal or interest on the Notes; (viv) after the Redenomination Date, all payments in respect of the Notes, the Receipts and the Coupons, Notes (other than payments of interest in respect of periods commencing before the Redenomination Date, ) will be made solely in euro euro, unless the Redenomination Date is on or after such date as though references in the Notes to the Specified Currency were ceases to be a sub-division of the euro. Payments Such payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee; (v) the amount of interest in accordance with Condition 7;respect of Notes will be calculated by reference to the aggregate nominal amount of Notes presented (or, as the case may be, in respect of which Receipts or Coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest euro 0.01; and (vi) if the Notes are Fixed Rate Notes and interest for any period ending on or after the Redenomination Date is required to be calculated for a period ending other than on an Interest Payment Date, it will be calculated: (i) in the case of the Notes represented by a Global Note, by applying the Rate of Interest to the aggregate outstanding nominal amount of the Notes represented by such Global Note; and (ii) in the case of definitive Notes, by applying the Rate of Interest to the Calculation Amount; and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest subFloating-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Fixed Rate Note in definitive form is a multiple of the Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding; (vii) if the Notes are Floating Rate Notes, the applicable Pricing Supplement will specify any relevant changes to the provisions relating to interest; and (viii) . In connection with such other changes shall be made to these Conditions and/or redenomination, the Trust Deed and/or the Agency Agreement as the Issuer may deciderelevant Issuer, after consultation with the TrusteeIssuing and Principal Paying Agent, and may make such other changes to the Conditions applicable to the relevant Notes, including, without limitation, with respect to any Business Day, Fixed Day Count Fraction, Floating Day Count Fraction or other conventions as it may be specified in the noticedecide, so as to conform them to conventions the then applicable to instruments market practice in respect of euro-denominated debt securities issued in eurothe Euromarkets, which are held in international clearing systems. Any such other changes will not take effect until the next following Interest Payment Date after they the Noteholders have been notified to the Noteholders given notice in accordance with Condition 1513. The circumstances and consequences described in this Condition 6 and any resulting amendment to the Terms and Conditions of the Notes will not entitle any Noteholder (a) to any legal remedy, including, without limitation, redemption, rescission, notice, repudiation, adjustment or renegotiation of the Notes, or (b) to raise any defense or make any claim (including, without limitation, claims of breach, force majeure, frustration of purpose or impracticability) or any other claim for compensation, damages or any other relief.

Redenomination. Where redenomination is specified in the applicable Pricing Supplement Final Terms as being applicable, the Issuer may, without the consent of the Noteholders, the Receiptholders and the Couponholders, Couponholders on giving prior notice to the Trustee, the Agent, EuroclearEuroclear and Clearstream, Clearstream and CMU Luxembourg and at least 30 days’ prior notice to the Noteholders in accordance with Condition 1514 (Notices), elect that, with effect from the Redenomination Date specified in the notice, the Notes shall be redenominated in euro. The election will have effect as follows: (ia) the Notes and the Receipts shall be deemed to be redenominated in euro in the denomination of €euro 0.01 with a principal nominal amount for each Note and Receipt equal to the principal nominal amount of that Note or Receipt in the Specified Currency, converted into euro at the Established Rate, provided that, if the Issuer determines, with the agreement of the TrusteeAgent, that the then market practice in respect of the redenomination into in euro of internationally offered securities is different from the provisions specified above, such provisions shall be deemed to be amended so as to comply with such market practice and the Issuer shall promptly notify the Noteholders in accordance with Condition 15Noteholders, the stock exchange (if any) on which the Notes may be listed and the Paying Agents of such deemed amendments; (iib) save to the extent that an Exchange Notice has been given in accordance with paragraph (ivd) below, the amount of interest due in respect of the Notes will be calculated by reference to the aggregate principal nominal amount of Notes presented held (or, as the case may be, in respect of which Coupons are presentedpresented for payment) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest €euro 0.01; (iiic) if definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the Issuer (i) in the case of Relevant Notes in the denomination of euro 100,000 and/or such higher amounts as the Agent may determine and notify to the Noteholders and any remaining amounts less than euro 100,000 shall be redeemed by the Issuer and paid to the Noteholders in euro in accordance with Condition 6 (Payments); and (ii) in the case of Notes which are not Relevant Notes, in the denominations of €euro 1,000, €euro 10,000, €euro 100,000 and (but only to the extent of any remaining amounts less than €euro 1,000 or such smaller denominations as the Trustee and the Agent may approve) €euro 0.01 and such other denominations as the Trustee Agent shall determine and notify to the Noteholders in accordance with Condition 15Noteholders; (iv) where definitive Notes have been issued prior to the Redenomination Date, all unmatured Coupons denominated in the Specified Currency (whether or not attached to the Notes) will become void with effect from the date on which the Issuer gives notice that replacement euro-denominated Notes, Receipts and Coupons (the “Exchange Notes”) are available for exchange (provided that such securities are so available) and no payments will be made in respect of them. The payment obligations contained in any Notes and Receipts so issued will also become void on that date although those Notes and Receipts will continue to constitute valid exchange obligations of the Issuer. New euro-denominated Notes, Receipts and Coupons will be issued in exchange for Notes, Receipts and Coupons denominated in the Specified Currency in such manner as the Trustee may specify and as shall be notified to the Noteholders in the Exchange Notice. No Exchange Notice may be given less than 15 days prior to any date for payment of principal or interest on the Notes; (v) after the Redenomination Date, all payments in respect of the Notes, the Receipts and the Coupons, other than payments of interest in respect of periods commencing before the Redenomination Date, will be made solely in euro as though references in the Notes to the Specified Currency were to euro. Payments will be made in euro in accordance with Condition 7; (vi) if the Notes are Fixed Rate Notes and interest for any period ending on or after the Redenomination Date is required to be calculated for a period ending other than on an Interest Payment Date, it will be calculated: (i) in the case of the Notes represented by a Global Note, by applying the Rate of Interest to the aggregate outstanding nominal amount of the Notes represented by such Global Note; and (ii) in the case of definitive Notes, by applying the Rate of Interest to the Calculation Amount; and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Fixed Rate Note in definitive form is a multiple of the Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding; (vii) if the Notes are Floating Rate Notes, the applicable Pricing Supplement will specify any relevant changes to the provisions relating to interest; and (viii) such other changes shall be made to these Conditions and/or the Trust Deed and/or the Agency Agreement as the Issuer may decide, after consultation with the Trustee, and as may be specified in the notice, to conform them to conventions then applicable to instruments denominated in euro. Any such other changes will not take effect until after they have been notified to the Noteholders in accordance with Condition 15.

Redenomination. Where redenomination is specified in the applicable Pricing Supplement as being applicable, the Issuer may, without the consent of the Noteholders, the Receiptholders and the Couponholders, on giving prior notice to the Trustee, the Agent, Euroclear, Clearstream and CMU and at least 30 days’ prior notice to the Noteholders in accordance with Condition 15, elect that, with effect from the Redenomination Date specified in the notice, the Notes shall be redenominated in euro. The election will have effect as follows: (i) the Notes and the Receipts shall be deemed to be redenominated in euro in the denomination of €0.01 with a principal amount for each Note and Receipt equal to the principal amount of that Note or Receipt in the Specified Currency, converted into euro at the Established Rate, provided that, if the Issuer determines, with the agreement of the Trustee, that the then market practice in respect of the redenomination into euro of internationally offered securities is different from the provisions specified above, such provisions shall be deemed to be amended so as to comply with such market practice and the Issuer shall promptly notify the Noteholders in accordance with Condition 15, the stock exchange (if any) on which the Notes may be listed and the Paying Agents of such deemed amendments; (ii) save to the extent that an Exchange Notice has been given in accordance with paragraph (iv) below, the amount of interest due in respect of the Notes will be calculated by reference to the aggregate principal amount of Notes presented (or, as the case may be, in respect of which Coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest €0.01; (iii) if definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the Issuer in denominations of €1,000, €10,000, €100,000 and (but only to the extent of any remaining amounts less than €1,000 or such smaller denominations as the Trustee and the Agent may approve) €0.01 and such other denominations as the Trustee shall determine and notify to the Noteholders in accordance with Condition 15; (iv) where definitive Notes have been issued prior to the Redenomination Date, all unmatured Coupons denominated in the Specified Currency (whether or not attached to the Notes) will become void with effect from the date on which the Issuer gives notice that replacement euro-denominated Notes, Receipts and Coupons (the “Exchange Notes”) are available for exchange (provided that such securities are so available) and no payments will be made in respect of them. The payment obligations contained in any Notes and Receipts so issued will also become void on that date although those Notes and Receipts will continue to constitute valid exchange obligations of the Issuer. New euro-denominated Notes, Receipts and Coupons will be issued in exchange for Notes, Receipts and Coupons denominated in the Specified Currency in such manner as the Trustee may specify and as shall be notified to the Noteholders in the Exchange Notice. No Exchange Notice may be given less than 15 days prior to any date for payment of principal or interest on the Notes; (v) after the Redenomination Date, all payments in respect of the Notes, the Receipts and the Coupons, other than payments of interest in respect of periods commencing before the Redenomination Date, will be made solely in euro as though references in the Notes to the Specified Currency were to euro. Payments will be made in euro in accordance with Condition 7; (vi) if the Notes are Fixed Rate Notes and interest for any period ending on or after the Redenomination Date is required to be calculated for a period ending other than on an Interest Payment Date, it will be calculated: (i) in the case of the Notes represented by a Global Note, by applying the Rate of Interest to the aggregate outstanding nominal amount of the Notes represented by such Global Note; and (ii) in the case of definitive Notes, by applying the Rate of Interest to the Calculation Amount; and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Fixed Rate Note in definitive form is a multiple of the Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding; (vii) if the Notes are Floating Rate Notes, the applicable Pricing Supplement will specify any relevant changes to the provisions relating to interest; and (viii) such other changes shall be made to these Conditions and/or the Trust Deed and/or the Agency Agreement as the Issuer may decide, after consultation with the Trustee, and as may be specified in the notice, to conform them to conventions then applicable to instruments denominated in euro. Any such other changes will not take effect until after they have been notified to the Noteholders in accordance with Condition 15.

Redenomination. Where If the Notes are Fixed Rate Notes and where redenomination is specified in the applicable Pricing Supplement Final Terms as being applicable, the Issuer may, without the consent of the Noteholders, the Receiptholders Noteholders and the CouponholdersCouponholders but after prior consultation with the Trustee, on giving prior notice to the Trustee, the Agent, Euroclear, Euroclear and Clearstream and CMU and at least 30 days’ prior notice to the Noteholders in accordance with Condition 1514, elect that, with effect from the Redenomination Date specified in the notice, the Notes shall be redenominated in euro. The election will have effect as follows: (ia) the Notes and the Receipts shall be deemed to be redenominated in euro in the denomination of €euro 0.01 with a principal nominal amount for each Note and Receipt equal to the principal nominal amount of that Note or Receipt in the Specified Currency, converted into euro at the Established Rate, provided that, if the Issuer determines, with the agreement of the Agent and the Trustee, that the then market practice in respect of the redenomination into in euro of internationally offered securities is different from the provisions specified above, such provisions shall be deemed to be amended so as to comply with such market practice and the Issuer shall promptly notify the Noteholders in accordance with Condition 15Noteholders, the stock exchange (if any) London Stock Exchange on which the Notes may be listed are admitted to trading and the Paying Agents of such deemed amendments; (iib) save to the extent that an Exchange Notice has been given in accordance with paragraph (ivd) below, the amount of interest due in respect of the Notes will be calculated by reference to the aggregate principal nominal amount of Notes presented held (or, as the case may be, in respect of which Coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest €euro 0.01; (iiic) if definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the Issuer (i) in denominations the denomination of €1,000, €10,000, €euro 100,000 and (but only to the extent of any remaining and/or such higher amounts less than €1,000 or such smaller denominations as the Trustee and the Agent may approve) €0.01 and such other denominations as the Trustee shall determine and notify to the Noteholders and any remaining amounts less than euro 100,000 shall be redeemed by the Issuer and paid to the Noteholders in euro in accordance with Condition 156; (ivd) where definitive Notes have been if issued prior to the Redenomination Date, all unmatured Coupons denominated in the Specified Currency (whether or not attached to the Notes) will become void with effect from the date on which the Issuer gives notice (the Exchange Notice) that replacement euro-denominated Notes, Receipts Notes and Coupons (the “Exchange Notes”) are available for exchange (provided that such securities are so available) and no payments will be made in respect of them. The payment obligations contained in any Notes and Receipts so issued will also become void on that date although those Notes and Receipts will continue to constitute valid exchange obligations of the Issuer. New euro-denominated Notes, Receipts Notes and Coupons will be issued in exchange for Notes, Receipts Notes and Coupons denominated in the Specified Currency in such manner as the Trustee Agent may specify and as shall be notified to the Noteholders in the Exchange Notice. No Exchange Notice may be given less than 15 days prior to any date for payment of principal or interest on the Notes; (ve) after the Redenomination Date, all payments in respect of the Notes, the Receipts Notes and the Coupons, other than payments of interest in respect of periods commencing before the Redenomination Date, will be made solely in euro as though references in the Notes to the Specified Currency were to euro. Payments will be made in euro in accordance with Condition 7;by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, by a euro cheque; and (vif) if the Notes are Fixed Rate Notes and interest for any period ending on or after the Redenomination Date is required to be calculated for a period ending other than on an Interest Payment Date, it will be calculated: (i) in the case of the Notes represented by a Global Note, by applying the Rate of Interest to the aggregate outstanding nominal amount of the Notes represented by such Global Note; and (ii) in the case of definitive Notes, by applying the Rate of Interest to the Calculation Amount; and, in each case, multiplying such sum by the applicable Day Count FractionFraction specified in the applicable Final Terms, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Fixed Rate Note in definitive form is a multiple of the Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding; (vii) if the Notes are Floating Rate Notes, the applicable Pricing Supplement will specify any relevant changes to the provisions relating to interest; and (viii) such other changes shall be made to these Conditions and/or the Trust Deed and/or the Agency Agreement as the Issuer may decide, after consultation with the Trustee, and as may be specified in the notice, to conform them to conventions then applicable to instruments denominated in euro. Any such other changes will not take effect until after they have been notified to the Noteholders in accordance with Condition 15.

Redenomination. Where redenomination Redenomination is specified in the applicable Pricing Supplement as being applicable, the Issuer may, without the consent of the Noteholders, the Receiptholders and the Couponholders, on giving prior notice to the Trustee, the Agent, EuroclearEuroclear and Clearstream, Clearstream and CMU Luxembourg and at least 30 days’ ' prior notice to the Noteholders in accordance with Condition 15, elect that, with effect from the Redenomination Date specified in the notice, the Notes shall be redenominated in euro. The election will have effect as follows: (i) the Notes and the Receipts shall be deemed to be redenominated in euro in the denomination of €euro 0.01 with a principal nominal amount for each Note and Receipt equal to the principal nominal amount of that Note or Receipt in the Specified Currency, converted into euro at the Established Rate, provided that, if the Issuer determines, after consultation with the agreement of the TrusteeAgent, that the then market practice in respect of the redenomination into in euro of internationally offered securities is different from the provisions specified above, such provisions shall be deemed to be amended so as to comply with such market practice and the Issuer shall promptly notify the Noteholders in accordance with Condition 15Noteholders, the stock exchange (if any) on which the Notes may be listed and the Paying Agents Agent of such deemed amendments; (ii) save to the extent that an Exchange Notice has been given in accordance with paragraph (iv) below, the amount of interest due in respect of the Notes will be calculated by reference to the aggregate principal amount of Notes presented (or, as the case may be, in respect of which Coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest €euro 0.01;; -------------------------------------------------------------------------------- 59 -------------------------------------------------------------------------------- (iii) if definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the Issuer in the denominations of €euro 1,000, €euro 10,000, €euro 100,000 and (but only to the extent of any remaining amounts less than €euro 1,000 or such smaller denominations as the Trustee and the Agent may approve) €euro 0.01 and such other denominations as the Trustee Agent shall determine and notify to the Noteholders in accordance with Condition 15Noteholders; (iv) where definitive Notes have been if issued prior to the Redenomination Date, all unmatured Coupons denominated in the Specified Currency (whether or not attached to the Notes) will become void with effect from the date on which the Issuer gives notice (the "Exchange Notice") that replacement euro-denominated Notes, Receipts and Coupons (the “Exchange Notes”) are available for exchange (provided that such securities are so available) and no payments will be made in respect of them. The payment obligations contained in any Notes and Receipts so issued will also become void on that date although those Notes and Receipts will continue to constitute valid exchange obligations of the Issuer. New euro-denominated Notes, Receipts and Coupons will be issued in exchange for Notes, Receipts and Coupons denominated in the Specified Currency in such manner as the Trustee Agent may specify and as shall be notified to the Noteholders in the Exchange Notice. No Exchange Notice may be given less than 15 days prior to any date for payment of principal or interest on the Notes; (v) after the Redenomination Date, all payments in respect of the Notes, the Receipts and the Coupons, other than payments of interest in respect of periods commencing before the Redenomination Date, will be made solely in euro as though references in the Notes to the Specified Currency were to euro. Payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, by a euro cheque, provided that in accordance relation to Bearer Notes, no payments shall be made by cheque and all payments shall be made by transfer to a euro account maintained by the payee with Condition 7a bank outside the United States and outside of U.S. Possessions; (vi) if the Notes are Fixed Rate Notes and interest for any period ending on or after the Redenomination Date is required to be calculated for a period ending other than on an Interest Payment Date, it will be calculated: (i) in the case of the Notes represented by a Global Note, by applying the Rate of Interest to the aggregate outstanding nominal amount of the Notes represented by such Global Note; and (ii) in the case of definitive Notes, by applying the Rate of Interest to the Calculation Amount; and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Fixed Rate Note in definitive form is a multiple of the Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding; (vii) if the Notes are Floating Rate Notes, the applicable Pricing Supplement will specify specifies any relevant changes to the provisions relating to interest; and (viiivii) such other changes shall be made to these Terms and Conditions and/or the Trust Deed and/or the Agency Note Issuance Agreement as the Issuer may decide, after consultation with the Trustee, Agent and as may be specified in the notice, to conform them to conventions then applicable to instruments denominated in euro. Any such other changes will not take effect until after they have been notified to the Noteholders in accordance with Condition 15.

Redenomination. (a) Where redenomination is specified in the applicable Pricing Supplement Final Terms as being applicable, the Issuer may, without the consent of the Noteholders, the Receiptholders and the Couponholders, on giving prior notice to the Trustee, the Agent, EuroclearEuroclear and Clearstream, Clearstream and CMU Luxembourg and at least 30 days’ prior notice to the Noteholders in accordance with Condition 1513, elect that, with effect from the Redenomination Date specified in the notice, the Notes shall be redenominated in euro. The Except as otherwise specified in the applicable Final Terms the election will have effect as follows: (i) the Notes and the Receipts shall be deemed to be redenominated in euro in the denomination of €euro 0.01 with a principal nominal amount for each Note and Receipt equal to the principal nominal amount of that Note or Receipt in the Specified Currency, converted into euro at the Established Rate, provided that, if the Issuer determines, with the agreement of the Agent and with the approval of the Trustee, that the then current market practice in respect of the redenomination into in euro of internationally offered securities is different from the provisions specified above, such provisions shall be deemed to be amended so as to comply with such market practice and the Issuer shall promptly notify the Noteholders in accordance with Condition 15Noteholders, the stock exchange (if any) on which the Notes may be listed listed, the Trustee and the Paying Agents of such deemed amendments; (ii) if definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the Issuer (i) in the case of Relevant Notes in the denomination of euro 50,000, and/or such higher amounts as the Agent may determine and notify to the Noteholders and any remaining amounts less than euro 50,000, shall be redeemed by the Issuer and paid to the Noteholders in euro in accordance with Condition 5; and (ii) in the case of Notes which are not Relevant Notes, in the denominations of euro 1,000, euro 10,000, euro 100,000 and (but only to the extent of any remaining amounts less than euro 1,000 or such smaller denominations as the Agent and the Trustee may approve) euro 0.01 and such other denominations as the Agent shall determine and notify to the Noteholders, the London Stock Exchange, if the Notes are listed on such exchange, and the Trustee. If such definitive Notes are issued they will be obtainable at the specified office of the Replacement Agent; (iii) save to the extent that an Exchange Notice has been given in accordance with paragraph (ivv) below, the amount of interest due in respect of the Notes will be calculated by reference to the aggregate principal nominal amount of Notes presented (or, as the case may be, in respect of which Coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest €euro 0.01; (iiiiv) if definitive Notes are required to be issued after the Redenomination Date, they shall all payments in respect of the Notes, the Receipts and the Coupons other than payments of interest in respect of periods commencing before the Redenomination Date, will be issued made solely in euro as though references in the Notes to the Specified Currency were to euro. Payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee or, at the expense option of the Issuer in denominations of €1,000payee, €10,000, €100,000 and (but only to the extent of any remaining amounts less than €1,000 or such smaller denominations as the Trustee and the Agent may approve) €0.01 and such other denominations as the Trustee shall determine and notify to the Noteholders in accordance with Condition 15by a euro cheque; (ivv) where definitive Notes have been if issued prior to the Redenomination Date, all unmatured Coupons denominated in the Specified Currency (whether or not attached to the Notes) will become void with effect from the date on which the Issuer gives notice (the “Exchange Notice”) that replacement euro-denominated Notes, Receipts and Coupons (the “Exchange Notes”) are available for exchange (provided that such securities are so available) and no payments will be made in respect of them. The payment obligations contained in any Notes and Receipts so issued will also become void on that date although those Notes and Receipts will continue to constitute valid exchange obligations of the Issuer. New euro-denominated Notes, Receipts and Coupons will be issued in exchange for Notes, Receipts and Coupons denominated in the Specified Currency in such manner as the Trustee Agent may specify and as shall be notified to the Noteholders in the Exchange NoticeNotice and to the London Stock Exchange, if the Notes are listed on such exchange. If such new euro-denominated Notes are issued they will be obtainable at the specified office of the Replacement Agent. No Exchange Notice may be given less than 15 days prior to any date for payment of principal or interest on the Notes; (v) after the Redenomination Date, all payments in respect of the Notes, the Receipts and the Coupons, other than payments of interest in respect of periods commencing before the Redenomination Date, will be made solely in euro as though references in the Notes to the Specified Currency were to euro. Payments will be made in euro in accordance with Condition 7; (vi) if the Notes are Fixed Rate Notes and interest for any period ending on or after the Redenomination Date is required to be calculated for a period ending other than on an Interest Payment Date, it will be calculated: (i) in the case of the Notes represented by a Global Note, calculated by applying the Rate of Interest to the aggregate outstanding nominal amount of the Notes represented by such Global Note; and (ii) in the case of definitive Notes, by applying the Rate of Interest to the Calculation Amount; and, in each caseSpecified Denomination, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Fixed Rate Note in definitive form is a multiple of the Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding; (vii) if the Notes are Floating Rate Notes, Notes the applicable Pricing Supplement will specify Final Terms specifies any relevant changes to the provisions relating to interest; and (viii) such other changes shall be made to these Terms and Conditions and/or the Trust Deed and/or the Agency Agreement as the Issuer may decide, after consultation with the Agent and with the prior written approval of the Trustee, and as may be specified in the notice, to conform them to conventions then applicable to instruments denominated in euro or to enable the Notes to be consolidated with one or more issues of other notes, whether or not originally denominated in the Specified Currency or euro. Any such other changes will not take effect until after they have been notified to the Noteholders in accordance with Condition 1513. The Issuer will also notify the London Stock Exchange of any other such changes, if the Notes are listed on such exchange.