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Agreement of Resignation, Appointment and Acceptance • June 9th, 2008 • Vodafone Group Public LTD Co • Radiotelephone communications • New York

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of July 24, 2007 by and among VODAFONE GROUP Plc (formerly known as Vodafone Airtouch Public Limited Company), a public limited company incorporated under the laws of England and Wales and having its principal office at Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England (the “Company”), THE BANK OF NEW YORK, a banking corporation duly organized and existing under the laws of the State of New York and having its principal corporate trust office at 101 Barclay Street, New York, New York 10286 (“Successor Trustee”) and CITIBANK, N.A., a national banking association duly organized and existing under the laws of the United States of America and having its principal corporate trust office at 388 Greenwich Street, New York, New York 10013 (“Resigning Trustee”). RECITALS: WHEREAS, there are currently outstanding various issues of the Company’s Debt Securities, in the aggregate principal amounts and as described on

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