AVVISO n.7911 10 Maggio 2010 MOT − DomesticMOT

AVVISO n.7911

10 Maggio 2010

MOT − DomesticMOT

Mittente del comunicato : Borsa Italiana

Societa' oggetto dell'Avviso

: CITIGROUP FUNDING INC

Oggetto : DomesticMOT: inizio negoziazioni obbligazioni "CITIGROUP FUNDING INC."

Testo del comunicato

Si veda allegato.

Disposizioni della Borsa

Società emittente: Citigroup Funding Inc.

Società garante: Citigroup Inc.

Titolo: “EUR 22,500,000 Fixed to Floored Floating Rate Notes due March 2016” - (Codice ISIN XS0497249184)

Rating Garante: Società Long Data di Rating Term Report

Moody’s A3 22/01/2010

Standard & Poor’s A 10/02/2010

Fitch Ratings A+ 25/03/2010

Oggetto: INIZIO DELLE NEGOZIAZIONI IN BORSA

Data inizio negoziazioni: 12 maggio 2010

Mercato di negoziazione: Borsa - Mercato telematico delle obbligazioni (MOT),

segmento DomesticMOT, “classe altri titoli di debito”

EMS: 25.000

CARATTERISTICHE SALIENTI DEI TITOLI OGGETTO DI QUOTAZIONE

“EUR 22,500,000 Fixed to Floored Floating Rate Notes due March 2016”

Modalità di negoziazione: corso secco

Per le cedole la cui determinazione avviene, come previsto dai Final Terms del prestito, il secondo giorno lavorativo antecedente il primo giorno di godimento della cedola stessa, sarà cura dell’operatore inserire i compensi relativi ai contratti da liquidare il primo e il secondo giorno di godimento della nuova cedola dal momento in cui è noto al mercato il tasso della cedola in corso.

N. obbligazioni in

circolazione: 22.500

Valore nominale unitario: 1.000 Euro Valore nominale complessivo

delle obbligazioni in circolazione: 22.500.000 Euro

Interessi: le obbligazioni frutteranno interessi annui lordi pagabili posticipatamente in conformità a quanto specificato nei “Contractual Terms” dei Final Terms del prestito.

Modalità di calcolo dei ratei: 30E/360

Godimento: 29 marzo 2010

Scadenza: 29 marzo 2016 (rimborso alla pari in un’unica soluzione alla scadenza)

Tagli: unico da nominali 1.000 Euro

Codice ISIN: XS0497249184

Codice TIDM: B3JC

Denominazione breve: CI_F_MZ16_TVEUR

Denominazione lunga: CITI_FUND_MZ16_FIXED_TO_FLOORED_FLOATING Importo minimo di

negoziazione: 1.000 Euro

DISPOSIZIONI DELLA BORSA ITALIANA

Dal 12 maggio 2010 l’obbligazione “EUR 22,500,000 Fixed to Floored Floating Rate Notes due March 2016” verrà iscritta nel Listino Ufficiale, comparto obbligazionario (MOT).

Allegati:

- Final Terms del prestito obbligazionario;

- Terms & Conditions of the Notes.

Final Terms dated 25 March 2010

Citigroup Funding Inc.

Issue of EUR22,500,000 Fixed to Floored Floating Rate Notes due March 2016 Guaranteed by Citigroup Inc.

Under the U.S.$30,000,000,000 Euro Medium Term Note and Certificate Programme

The Base Prospectus referred to below (as completed by this Final Terms) has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (each, a Relevant Member State) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly any person making or intending to make an offer of the Notes in that Relevant Member State may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer None of the Issuer, the Guarantor and any Dealer has authorised, nor do any of them authorise, the making of any offer of Notes in any other circumstances.

The Notes and the Deed of Guarantee have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act) or any state securities law, and may not be offered or sold within the United States or to, or for the account or benefit of, any U.S. person (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. For a description of certain restrictions on offers and sales of Notes, see "Plan of Distribution for Notes" in the Base Prospectus.

PART A – CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth under the section entitled "Terms and Conditions of the Notes" in the Base Prospectus and the Supplements which together constitute a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive).

This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus, as so supplemented. Full information on the Issuer, the Guarantor and the issuance and listing of the Notes is only available on the basis of the combination of this Final Terms and the Base Prospectus, as so supplemented.

The Base Prospectus and the Supplements are available for viewing at the office of the paying agent in London and on the web-site of the Luxembourg Stock Exchange (xxx.xxxxxx.xx). In addition, this Final Terms is available on the web-site of the Luxembourg Stock Exchange (xxx.xxxxxx.xx) and on the web-site of the Issuer (xxx.xxxxxxxxx.xxx).

For the purposes hereof, Base Prospectus means the Base Prospectus in relation to the Programme dated 19 August 2009, as supplemented by a Base Prospectus Supplement (No.1) dated 2 October 2009 (Supplement No.1), a Base Prospectus Supplement (No.2) dated 11 November 2009 (Supplement No.2) and a Base Prospectus Supplement (No.3) dated 3 March 2010 (Supplement No.3 and, together with Supplement No.1 and Supplement No.2, the Supplements).

1.	(i)	Issuer:	Citigroup Funding Inc.
	(ii)	Guarantor:	Citigroup Inc.

0012230-0003462 ICM:9494493.9 EMTN1272

2. (i) Series Number: EMTN1272

(ii) Tranche Number: 1

3. Specified Currency or Currencies: Euro (EUR)

4. Aggregate Principal Amount:

(i) Series: EUR22,500,000

(ii) Tranche: EUR22,500,000

5. Issue Price: 100 per cent. of the Aggregate Principal Amount

6. (i) Specified Denominations: EUR1,000

(ii) Calculation Amount: EUR1,000

7. (i) Issue Date: 29 March 2010

(ii) Interest Commencement Date: (i) In respect of the Fixed Rate Note Provisions, the

Issue Date, and (ii) in respect of the Floating Rate Note Provisions, 29 March 2011

8. Maturity Date: 29 March 2016, subject to adjustment in accordance with the Modified Following Business Day Convention

9. Types of Notes: (i) Fixed Rate Notes and Floating Rate Notes

(ii) The Notes are Cash Settled Notes

10. Interest Basis: Fixed Rate: 4.25 per cent. per annum Fixed Rate payable on each Fixed Rate Interest Payment Date, as further specified in item 17 below

Floating Rate: Interest Amount payable on each Floating Rate Interest Payment Date (subject to a minimum rate of interest of 3.00 per cent. per annum payable quarterly in arrear) as further specified in item 18 below

11. Redemption/Payment Basis: Redemption at par

12. Change of Interest or Redemption/Payment Basis:

Applicable – see items 17 and 18 below

13. Put/Call Options: Not Applicable

14. (i) Status of the Notes: Senior

(ii) Status of the Deed of Guarantee: Senior

15. Method of distribution: Non-syndicated

PROVISIONS RELATING TO UNDERLYING LINKED NOTES

16. Underlying Linked Notes Provisions: Not Applicable

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

17. Fixed Rate Note Provisions Applicable in respect of the Interest Period falling

during the period from (and including) the Interest Commencement Date in respect of the Fixed Rate Note Provisions to (but excluding) 29 March 2011

(i) Interest Rate: 4.25 per cent. per annum payable annually in arrear

(ii) Interest Payment Dates: 29 March 2011, subject to adjustment in accordance

with the Modified Following Business Day Convention (the Fixed Rate Interest Payment Date)

(iii) Interest Period End Dates: 29 March 2011, not adjusted

(iv) Interest Amount: EUR42.50 per Calculation Amount

(v) Broken Amount: Not Applicable

(vi) Day Count Fraction: 30/360

(vii) Determination Dates: Not Applicable

(viii) Other terms relating to the method of calculating interest for Fixed Rate Notes

Not Applicable

18. Floating Rate Note Provisions Applicable in respect of each Interest Period falling

during the period from (and including) the Interest Commencement Date in respect of the Floating Rate Note Provisions to (but excluding) 29 March 2016

(i) Specified Interest Payment Dates:

29 March, 29 June, 29 September and 29 December in each year from (and including) 29 June 2011 to (and including) 29 March 2016, subject to adjustment in accordance with the Business Day Convention specified in item 18(iii) below

(ii) Interest Period End Date(s): 29 March, 29 June, 29 September and 29 December in

each year from (and including) 29 June 2011 to (and including) 29 March 2016, not adjusted

(iii) Business Day Convention: Modified Following Business Day Convention

(iv) Manner in which the Interest Rate(s) is/are to be determined:

Screen Rate Determination

(v) Party responsible for The Calculation Agent (as defined below)

calculating the Interest Rate(s) and/or Interest Amount(s) (if not the Calculation Agent):

(vi) Screen Rate Determination: Applicable

⎯ Reference Rate: 3 month EURIBOR

⎯ Interest Determination Date(s):

The second day on which the TARGET System is open prior to the start of each Interest Period

⎯ Page: Reuters Screen: EURIBOR01 (Brussels - 11:00 a.m.)

(vii) ISDA Determination: Not Applicable

(viii) Margin(s): Not Applicable

(ix) Minimum Interest Rate: 3.00 per cent. per annum

(x) Maximum Interest Rate: Not Applicable

(xi) Day Count Fraction: 30/360

(xii) Fall back provisions, rounding provisions, denominator and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in the General Conditions:

Not Applicable

19. Zero Coupon Note Provisions Not Applicable

20. Dual Currency Interest Provisions Not Applicable

21. Underlying Linked Notes Interest Provisions

Not Applicable

PROVISIONS RELATING TO REDEMPTION

22. Issuer Call Not Applicable

23. Investor Put Not Applicable

24. Redemption Amount of each Note EUR1,000 per Calculation Amount

25. Underlying Linked Notes Redemption Amount

Not Applicable

26. Mandatory Early Redemption Provisions

Not Applicable

27. Early Redemption Amount

(i) Early Redemption Amount(s) payable on redemption for taxation reasons or illegality (Condition 5(b) of the General Conditions) or on Event of Default (Condition 9 of the General Conditions) and/or the method of calculating the same:

EUR1,000 per Calculation Amount

(ii) Early Redemption Amount includes amount in respect of accrued interest:

No: together with the Early Redemption Amount accrued interest shall also be paid

28. Provisions applicable to Physical Delivery

Not Applicable

29. Variation of Settlement

(i) Issuer's option to vary settlement

Not Applicable

(ii) Holder's option to vary settlement:

Not Applicable

GENERAL PROVISIONS APPLICABLE TO THE NOTES

30. Form of Notes: Bearer Notes:

Temporary Global Note exchangeable for a Permanent Global Note on or after the Exchange Date which is exchangeable for Definitive Notes on a day falling not less than 60 days after that on which the notice requiring exchange is given by the holder or the Fiscal Agent and on which banks are open for business in London (being the city in which the specified office of the Fiscal Agent is located) and in Brussels and Luxembourg

31. New Global Note: Yes

32. Business Centres: London, New York City and TARGET Business Days

33. Business Day Jurisdiction(s) or other special provisions relating to payment dates:

London, New York City and TARGET Business Days

34. Talons for future Coupons or Receipts No to be attached to Definitive Notes (and dates on which such Talons mature):

35. Coupons to become void upon the due date for redemption of the Notes:

Yes

36. Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment:

Not Applicable

37. Details relating to Instalment Notes: amount of each Instalment Amount (including any maximum or minimum Instalment Amount), date on which each payment is to be made:

Not Applicable

38. Redenomination, renominalisation and reconventioning provisions:

Not Applicable

39. Consolidation provisions: The provisions in Condition 12 of the General

Conditions apply

40. Other final terms: Not Applicable

41. Name and address of Calculation Agent:

Citibank, N.A. London branch at Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx

42. Determinations: Any matter falling to be determined, considered, elected, selected or otherwise decided upon by the Issuer, the Calculation Agent or any other person shall be determined, considered or otherwise decided upon by such person in good faith and in a commercially reasonable manner

DISTRIBUTION

43. (i) If syndicated, names and

addresses of Managers and underwriting commitments:

Not Applicable

(ii) Date of Subscription Agreement: Not Applicable

(iii) Stabilising Manager(s) (if any): Not Applicable

44. If non-syndicated, name and address of Dealer:

Citigroup Global Markets Limited at Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx

45. Total commission and concession: No commissions and concessions are payable by the

Issuer to the Dealer

Entities which are involved in the arranging and/or brokering of the Notes on a private placement basis will receive 0.5 per cent. of the principal amount of the Notes so placed

In addition, fees will be paid pursuant to the Secondary Market Agreement (as defined in Part B)

46. U.S. Selling Restrictions: Reg. S; TEFRA D

47. Non-exempt Offer(s): Offers (if any) in any EEA country will only be made

pursuant to an exemption from the obligation under the Prospectus Directive as implemented in such countries to publish a prospectus

48. Additional selling restrictions: Not Applicable

PURPOSE OF FINAL TERMS

This Final Terms comprises the final terms required for issue and admission to the official list and to trading on the regulated market of the Luxembourg Stock Exchange and admission to trading on the electronic "Bond Market" organised and managed by Borsa Italiana S.p.A. (the MOT) of the Notes described herein pursuant to the U.S.$30,000,000,000 Euro Medium Term Note and Certificate Programme of Citigroup Funding Inc.

RESPONSIBILITY

The Issuer and the Guarantor accept responsibility for the information contained in this Final Terms. Information set out in Part B hereto relating to the description of the ratings has been extracted from the website of the relevant rating agency. Each of the Issuer and the Guarantor confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from such source, no facts have been omitted which would render the reproduced information inaccurate or misleading.

Signed on behalf of the Issuer:

By: ...................................................

Duly authorised

Signed on behalf of the Guarantor:

By: ...................................................

Duly authorised

PART B – OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

(i) Listing The Official List of the Luxembourg Stock Exchange and the Official List of the Italian Stock Exchange

(ii) Admission to trading: Application has been made by the Issuer (or on its

behalf) for the Notes to be admitted to trading on the regulated market of the Luxembourg Stock Exchange on or around the Issue Date and on the MOT of the Italian Stock Exchange

No assurance can be given that such application will be successful

2. RATINGS

Ratings: The Issuer's long-term/short-term senior debt is rated:

(i) S&P: A/A-1 (Negative Outlook)

(ii) Moody's: A3/P-1 (Stable Outlook)

(iii) Fitch: A+/F1+ (Stable Outlook) based on the guarantee by Citigroup Inc.

The ratings and outlooks are subject to change during the term of the Notes

Standard & Poor's Ratings Services, a division of The McGraw–Xxxx Companies, Inc. (S&P)

An obligation rated 'A' by S&P is somewhat susceptible to the adverse effect of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor's capacity to meet its financial commitment on the obligation is still strong. Ratings may be modified by the addition of a plus (+) or minus (-) sign to show the relative standing within the rating category

A short-term obligation rated 'A-1' by S&P is rated in the highest category by S&P. The obligor's capacity to meet its financial commitment on the obligation is strong

An S&P rating outlook assesses the potential direction of a long-term credit rating over the intermediate term (typically six months to two years). In determining a rating outlook, consideration is given to any changes in the economic and/or fundamental business conditions. An outlook is not necessarily a precursor of a rating

change or future CreditWatch action. 'Negative' means that a rating may be lowered

Moody's Investors Service (Moody's)

Obligations rated 'A' by Moody's are considered upper- medium grade and are subject to low credit risk. Moody's appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category

Issuers (or supporting institutions) rated Prime-1 (P-1) by Moody's have a superior ability to repay short-term debt obligations

A Moody's rating outlook is an opinion regarding the likely direction of a rating over the medium term. Where assigned, rating outlooks fall into the following four categories: Positive (POS), Negative (NEG), Stable (STA), and Developing (DEV - contingent upon an event)

Fitch Ratings Ltd. (Fitch)

Obligations rated 'A+' by Fitch denote expectations of low credit risk. This rating indicates that the capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to changes in circumstances or in economic conditions than is the case for higher ratings. The modifier '+' appended to the rating denotes relative status within this rating category

Obligations rated 'F1+' denote the highest credit quality and indicate the strongest capacity for timely payment of financial commitments; the '+' denotes an exceptionally strong credit feature

Rating outlook: An outlook indicates the direction a rating is likely to move over a one to two-year period. Outlooks may be positive, stable or negative. A positive or negative rating outlook does not imply a rating change is inevitable. Similarly, ratings for which outlooks are 'stable' could be upgraded or downgraded before an outlook moves to positive or negative if circumstances warrant such an action. Occasionally, Fitch may be unable to identify the fundamental trend. In these cases, the rating outlook may be described as evolving

A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time. Each rating should be evaluated independently of any other rating

The Issuer's credit ratings are an assessment of the Issuer's ability to meet its obligations under the Notes, including making payments under the Notes. Consequently, actual or anticipated changes in the Issuer's credit ratings may affect the trading value of the Notes. However, because the Notes' yield is dependent on certain factors in addition to the Issuer's ability to pay its obligations on the Notes, an improvement in the Issuer's credit ratings will not reduce the other investment risks related to the Notes

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER

Save for any fees payable to or by the Dealer and/or other entities involved in arranging and/or brokering of the Notes (as set out in item 45 of Part A above) and save as discussed in "Plan of Distribution for Notes", so far as the Issuer is aware, no person involved in the issuance and listing of the Notes has an interest material thereto.

Banca Akros S.p.A. will act as a liquidity provider for the Notes (as set out in item 7 of Part B below).

Entities belonging to the group of the Issuer and of the Guarantor, or of the liquidity provider, under ordinary course of their business as financial intermediaries, may from time to time receive, transmit and execute investors' orders relating to the Notes on the secondary market and as such perceive fees from such investors.

4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(i) Reasons for the offer: See "Use of Proceeds" in the Base Prospectus

(ii) Estimated net proceeds: 100 per cent. of the Aggregate Principal Amount of the

Notes

For the avoidance of doubt, the estimated net proceeds reflect the proceeds to be received by the Issuer on the Issue Date. They are not a reflection of the fees payable by/to the Dealer

(iii) Estimated total expenses: Approximately EUR20,000 (legal fees and listing expenses)

5. OPERATIONAL INFORMATION

ISIN Code: XS0497249184

Common Code: 049724918

Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s) and details relating to the relevant depository, if applicable:

The Notes will also be cleared indirectly through Monte Titoli S.p.A. through its bridge account

Delivery: Delivery against payment

Names and addresses of initial Paying Agent(s):

Citibank, N.A. at London office, Citigroup Centre, Canada Square, Canary Wharf, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx

KBL European Private Bankers S.A. at 00, Xxxxxxxxx Xxxxxx, X-0000 Xxxxxxxxxx

Names and addresses of additional Paying Agent(s) (if any):

Not Applicable

Name and address of Registrar: Not Applicable Name and addresses of Transfer Agents: Not Applicable

Intended to be held in a manner which would allow Eurosystem eligibility:

Yes

Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognized as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met

6. TERMS AND CONDITIONS OF THE OFFER

Non-exempt offer: Not Applicable

7. OTHER INFORMATION

Secondary Market: Banca Akros S.p.A. intends to act as a liquidity provider on the secondary market in respect of the Notes pursuant to a secondary market or liquidity provider agreement (the Secondary Market Agreement) to be dated on or about the Issue Date. Pursuant to such Secondary Market Agreement, Banca Akros S.p.A. will publish bid and offer prices for all Notes outstanding from time to time starting from the date on which the Notes are traded on the MOT and ending on the earlier of the Maturity Date of the Notes or the termination of the Secondary Market Agreement

Subject to all prevailing laws and to the extent practicable, Citigroup Global Markets Limited will use its reasonable endeavours to also provide a secondary market for the Notes under normal market conditions, but does not guarantee that any such secondary market will exist

United States Tax Considerations: The Issuer will treat the Notes as debt for U.S. federal income tax purposes

Base Prospectus

CITIGROUP FUNDING INC.

(incorporated in Delaware)

U.S.$30,000,000,000 Euro Medium Term Note and Certificate Programme unconditionally and irrevocably guaranteed by

CITIGROUP INC.

(incorporated in Delaware)

Under the Euro Medium Term Note and Certificate Programme (the Programme) described in this Base Prospectus, Citigroup Funding Inc. (the Issuer) may from time to time issue notes (the Notes) and certificates (the Certificates and, together with the Notes, the Securities), subject to compliance with all relevant laws, regulations and directives. The aggregate principal amount of Notes outstanding will not at any time exceed U.S.$30,000,000,000 (or the equivalent in other currencies), subject to any increase described herein. The payment and delivery of all amounts due in respect of the Securities will be unconditionally and irrevocably guaranteed by Citigroup Inc. (the Guarantor).

Unless the Final Terms in respect of any Notes specify that such Notes are guaranteed by the U.S. Federal Deposit Insurance Corporation (FDIC), such Notes will not be insured or guaranteed by FDIC or any other governmental agency or instrumentality.

Each of the Issuer and the Guarantor has a right of substitution as set out in the Terms and Conditions of the Securities set out herein.

Securities may be issued on a continuing basis to the Dealer specified under the "Summary of the Programme" and any additional Dealer appointed under the Programme from time to time by the Issuer (each a Dealer and together the Dealers) which appointment may be for a specific issue or on an ongoing basis. In relation to each issue of Securities the Dealer(s) will be specified in the applicable Final Terms. However, the Issuer reserves the right to sell Securities directly on its own behalf to other entities and to offer Securities in specified jurisdictions directly to the public through distributors, in accordance with all applicable rules and regulations. The Securities may be resold at prevailing market prices, or at prices related thereto, at the time of such resale, as determined by the Issuer or the relevant Dealer. The Certificates may also be sold by the Issuer through the Dealer(s), acting as agent of the Issuer.

Securities may be issued whose return (whether, in the case of Notes, in respect of any interest payable on such Notes and/or their redemption amount or, in the case of Certificates, in respect of any amount payable thereunder) is linked to one or more share indices (Share Index Linked Notes and Index Linked Certificates) or one or more inflation indices (Inflation Index Linked Notes and Inflation Linked Certificates) or one or more commodities (Commodity Linked Notes and Commodity Linked Certificates) or one or more shares (Share Linked Notes and Share Linked Certificates) or Notes may be issued whose return (whether in respect of any interest payable on such Notes and/or their redemption amount) is linked to one or more commodity indices (Commodity Index Linked Notes) one or more depositary receipts (Depositary Receipt Linked Notes) or one or more exchange traded fund (ETF) shares (ETF Linked Notes) or one or more mutual funds (Mutual Fund Linked Notes), together, Underlying Linked Securities, as more fully described herein. Securities may provide that settlement will be by way of cash settlement (Cash Settled Securities) or physical delivery (Physical Delivery Securities) as provided in the applicable Final Terms.

The Issuer and Guarantor may agree with any Dealer that Securities may be issued in a form not contemplated by the relevant Terms and Conditions set out herein, in which event a supplement to this Base Prospectus, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Securities.

This Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the CSSF), which is the Luxembourg competent authority (the Competent Authority) for the purpose of Directive 2003/71/EC (the Prospectus Directive) and relevant implementing measures in Luxembourg, as a base prospectus issued in compliance with the Prospectus Directive and relevant implementing measures in Luxembourg for the purpose of giving information with regard to the issue of Securities issued under the Programme during the period of twelve months after the date hereof. Applications have been made for such Securities to be admitted during the period of twelve months after the date hereof to listing on the official list and to trading on the regulated market of the Luxembourg Stock Exchange. Application may be made for (1) Certificates issued under the Programme to be listed on the Italian Stock Exchange and admitted to trading on the electronic "Securitised Derivatives Market" organised and managed by Borsa Italiana S.p.A. (the SeDeX) and (2) Notes issued under the Programme to be listed on the Italian Stock Exchange and admitted to trading on the electronic “Bond Market” organised and managed by Borsa Italiana S.p.A. (the MoT) or any other relevant market organised and managed by Borsa Italiana S.p.A., but there can be no assurance that any such listing will occur on or prior to the date of issue of any Certificates or Notes, as the case may be, or at all. The Issuer may make applications for a certificate of approval to be issued by the CSSF to the competent authority in one or more Member States.

References in this Base Prospectus to Securities being listed (and all related references) shall mean that such Securities are intended to be admitted to trading on the Luxembourg Stock Exchange's regulated market and are intended to be listed on the Official List of the Luxembourg Stock Exchange and/or listed on the Italian Stock Exchange and admitted to trading on SeDeX or on the MoT or on any other relevant market organised and managed by Borsa Italiana S.p.A. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of Directive 2004/39/EC. As specified in the applicable Final Terms, an issue of Securities may or may not be listed or admitted to trading, as the case may be, on the Luxembourg Stock Exchange and/or the Italian Stock Exchange and/or any other stock exchange or market as may be agreed between the Issuer, the Guarantor and the relevant Dealer.

Each of the respective forms of the Final Terms is set out herein and will specify with respect to the issue of Securities to which it relates, inter alia, the specific designation of the Securities, the aggregate amount or number and type of the Securities, the date of issue of the Securities, the issue price, in the case of Notes, the interest provisions, (if any) and the redemption amount and, in the case of Certificates, the exercise price (if any) and the exercise period or exercise date and, in all cases as relevant, the underlying asset, index or other item(s) to which the Securities relate and certain other terms relating to the offering and sale of the Securities. The Final Terms supplements the Terms and Conditions of the relevant Securities and may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the Terms and Conditions of the relevant Securities, supplement, replace and/or modify such Terms and Conditions. In respect of Securities to be listed on the Luxembourg Stock Exchange, the Final Terms will be filed with the CSSF and will be published on the web-site of the Luxembourg Stock Exchange (xxx.xxxxxx.xx).

AN ISSUE OF SECURITIES MAY BE OF A SPECIALIST NATURE AND SHOULD ONLY BE BOUGHT AND TRADED BY INVESTORS WHO ARE PARTICULARLY KNOWLEDGEABLE IN INVESTMENT MATTERS.

Prospective purchasers of Securities should ensure that they understand the nature of the relevant Securities and the extent of their exposure to risks and that they consider the suitability of the relevant Securities as an investment in the light of their own circumstances and financial condition. Securities may involve a high degree of risk, including, in the case of Notes, the principal not being protected or, in the case of Certificates,

the risk of their expiring worthless. Potential investors may sustain a total loss of the purchase price of their Securities. See "Risk Factors" set out herein.

Each Tranche of Notes in bearer form (Bearer Notes) will initially be represented by a temporary Global Note in bearer form (a temporary Global Note) which: (i) if the relevant temporary Global Note is intended to be issued in new global note (NGN) form, as stated in the applicable Final Terms, will be delivered on or prior to the original issue date of the Tranche to a common safekeeper (the Common Safekeeper) for Euroclear (as defined below) and Clearstream, Luxembourg (as defined below) and (ii) if the relevant temporary Global Note is not intended to be issued in NGN form, will be delivered on or prior to the original issue date of the Tranche to a common depositary for Euroclear Bank S.A./N.V. (Euroclear) and Clearstream Banking, société anonyme (Clearstream, Luxembourg) or as otherwise agreed between the Issuer, the Guarantor and the relevant Dealer. Interests in a temporary Global Note will be exchangeable for, as indicated in the relevant Final Terms either interests in a permanent Global Note in bearer form (a permanent Global Note) or for definitive Bearer Notes, in any case on or after the date (the Exchange Date) which is the first day following the later of (x) 40 days after the later of the commencement of the offering of Notes of the relevant Tranche and the date of issue thereof (or, if later, the first day after the expiration of the "restricted period" within the meaning of the relevant U.S. Treasury regulations) (the Initial Restricted Period) and (y) if either the commencement of the offering of Notes of any other Tranche of the same Series or the date of issue thereof falls within the Initial Restricted Period, 40 days after the later of the commencement of the offering of such Tranche and the date of issue thereof, upon certification as to non-

U.S. beneficial ownership. No interest will be payable in respect of a temporary Global Note except as described under "Form of the Notes" set out herein. Interests in a permanent Global Note will be exchangeable for definitive Bearer Notes as described in "Form of the Notes" set out herein.

Notes in registered form (Registered Notes) will be represented by registered note certificates (Registered Note Certificates), one Registered Note Certificate being issued in respect of each holder's entire holding of Registered Notes of one Series. Registered Notes which are held in Euroclear and/or Clearstream, Luxembourg will be represented by a global Registered Note Certificate (a Global Registered Note Certificate) registered in the name of a nominee for Euroclear and/or Clearstream, Luxembourg and the Global Registered Note Certificate will be delivered to the appropriate depositary. Interests in a Global Registered Note Certificate will be exchangeable for definitive Registered Note Certificates as described under "Form of the Notes" set out herein.

Notwithstanding the foregoing, Notes denominated in Australian dollars and issued in the domestic Australian capital markets (Australian Domestic Notes) will be issued in registered uncertificated (or inscribed) form. Australian Domestic Notes may or may not be listed on the stock exchange operated by ASX Limited (ABN 98 008 624 691) (ASX) and will be constituted by a Deed Poll to be executed by the Issuer and governed by the laws of New South Wales, Australia (the Deed Poll) and will take the form of entries on a register to be maintained by an Australian registrar to be appointed by the Issuer and the Guarantor and specified in the applicable Final Terms (the Australian Registrar) all as more fully described in the applicable Final Terms.

None of the Securities, the Deeds of Guarantee and any Entitlements to be delivered in respect of any Physical Delivery Securities has been nor will be registered under the United States Securities Act of 1933, as amended (the Securities Act), or with any securities regulatory authority of any state or other jurisdiction of the United States and may include Notes in bearer form that are subject to U.S. tax law requirements. Notes may not be offered, sold or, in the case of bearer Notes, delivered within the United States or for the account or benefit of U.S. persons (as defined in Regulation S under the Securities Act), except in certain transactions exempt from the registration requirements of the Securities Act. Certificates may not be offered, sold or delivered within the United States or to U.S. persons. Hedging transactions involving Physical Delivery Securities which are Share Linked Notes or Share Linked Certificates, as the case may be, may not be conducted unless in compliance with the Securities Act. For a description of certain restrictions on offers and sales of Securities, see "Plan of Distribution for Notes" or "Plan of Distribution for Certificates", as applicable.

The Certificates will be sold exclusively outside the United States to non-U.S. persons and will be represented by a permanent global Certificate (a Global Certificate) which will be deposited with a common depositary on behalf of Euroclear and Clearstream, Luxembourg. Definitive Certificates will not be issued.

Any person (an Investor) intending to acquire or acquiring any Securities from any person (an Offeror) should be aware that, in the context of an offer to the public as defined in the Prospectus Directive, the Issuer may be responsible to the Investor for the Base Prospectus only if the Issuer is acting in association with, or has authorised, that Offeror to make the offer to the Investor. Each Investor should therefore verify with the Offeror whether or not the Offeror is acting in association with, or is authorised by, the Issuer. If the Offeror is not acting in association with, or authorised by, the Issuer, the Investor should check with the Offeror whether anyone is responsible for the Base Prospectus for the purposes of Article 6 of the Prospectus Directive as implemented by the national legislation of each EEA Member State in the context of the offer to the public, and, if so, who that person is. If the Investor is in any doubt about whether it can rely on the Base Prospectus and/or who is responsible for its contents it should take legal advice.

Arranger of the Programme

Citi

Dealer

Citi

The date of this Base Prospectus is 19 August 2009

TERMS AND CONDITIONS OF THE NOTES

Except as indicated below, the following is the text of the terms and conditions of the Notes which will include the additional terms and conditions contained in Underlying Schedule 1 in the case of Share Index Linked Notes, which will include the additional terms and conditions contained in Underlying Schedule 2 in the case of Inflation Index Linked Notes, which will include the additional terms and conditions contained in Underlying Schedule 3 in the case of Commodity Index Linked Notes, which will include the additional terms and conditions contained in Underlying Schedule 4 in the case of Commodity Linked Notes, which will include the additional terms and conditions contained in Underlying Schedule 5 in the case of Share Linked Notes, which will include the additional terms and conditions contained in Underlying Schedule 6 in the case of Depositary Receipt Linked Notes, which will include the additional terms and conditions contained in Underlying Schedule 7 in the case of ETF Linked Notes, which will include the additional terms and conditions contained in Underlying Schedule 8 in the case of Mutual Fund Linked Notes or which will include the additional terms and conditions contained in another appropriate Underlying Schedule (each an Underlying Schedule and together the Underlying Schedules) in the case of any Notes linked to any other underlying reference item or asset (the Conditions). References herein to a Condition shall be deemed to be a reference to a Condition of the General Conditions, unless otherwise specified.

These Conditions (the General Conditions), as supplemented or varied in accordance with the provisions of the applicable Final Terms, will be attached to the Global Note(s) or Global Certificate(s) initially representing a Series of Notes and any Notes in definitive form issued in exchange for the Global Note(s) or Global Certificate(s) representing such Series and will be scheduled to or endorsed on the definitive Bearer Notes and/or on the Certificates representing such Notes, details of the relevant Series being shown on the relevant Notes or Certificates and in the applicable Final Terms which shall be endorsed on or attached to the relevant Notes or Certificates and shall be deemed part of the Conditions. References in the Conditions to "Notes" are to the Notes of one Series only, not to all Notes which may be issued under the Programme, and references to the "applicable Final Terms" are to the Final Terms relating to the Notes of such Series, and references to the "Conditions" include such Final Terms. In relation to any Series of Notes, in the event of inconsistency between the applicable Final Terms and the Conditions, the applicable Final Terms will prevail.

The Notes (other than Australian Domestic Notes as defined below) are issued pursuant to an amended and restated Fiscal Agency Agreement dated 20 March 2009 (as amended, supplemented and/or restated from time to time, the Fiscal Agency Agreement) between Citigroup Funding Inc. (the Issuer), Citigroup Inc. (the Guarantor), Citibank, N.A., London office as issuing agent and fiscal agent (in such capacity the Fiscal Agent, which expression shall include any successor fiscal agent) and The Bank of New York Mellon as principal paying agent in respect of FDIC Guaranteed Notes (the Principal Paying Agent and, together with the Fiscal Agent and any other paying agent from time to time, the Paying Agents, which expression shall include any additional or successor paying agents), Citigroup Global Markets Deutschland AG & Co. KGaA as registrar (the Registrar which expression shall include any successor registrar) and as a transfer agent (in such capacity, the Transfer Agent, which expression shall include any additional or successor transfer agent), KBL European Private Bankers S.A. as a paying agent (in such capacity, the Paying Agent) and as a transfer agent (in such capacity, the Transfer Agent, and the Fiscal Agent, the Registrar (if applicable), all Paying Agents and all Transfer Agents (if applicable) are together referred to herein as the Agents), Citibank, N.A. as calculation agent if so specified in the applicable Final Terms (the Calculation Agent which expression shall include any successor calculation agent or such other entity as may be specified as the Calculation Agent in the applicable Final Terms) and The Bank of New York Mellon as Representative (as defined in Condition 19).

The Notes are issued with the benefit of a Deed of Covenant dated 20 March 2009 (as amended, supplemented and/or restated from time to time, the Deed of Covenant) executed by the Issuer in relation to the Notes and are the subject of a Deed of Guarantee (as amended, supplemented and/or restated from time to time the Deed of Guarantee), dated 20 March 2009 entered into by the Guarantor. The holders of the

Notes, the holders of the interest coupons (the Coupons) appertaining to interest bearing definitive Notes in bearer form and, where applicable in the case of such Notes, talons for further Coupons (the Talons), and the holders of the instalment receipts (the Receipts) appertaining to the payment of principal by instalments are deemed to have notice of all of the provisions of the Fiscal Agency Agreement applicable to them.

Copies of the Fiscal Agency Agreement, the Deed of Covenant and the Deed of Guarantee are available for inspection at the specified office of each of the Paying Agents. Copies of the Deed Poll and the Registry Services Agreement (as defined below) will be available for inspection at the specified office of the Australian Registrar following issue of any Australian Domestic Notes. Copies of the applicable Final Terms are obtainable during normal business hours at the specified office of each of the Paying Agents or, in the case of Australian Domestic Notes, the Australian Registrar save that, if the Notes are neither listed on a stock exchange nor admitted to trading on any market, the applicable Final Terms will only be obtainable by a Noteholder holding one or more of the Notes and such Noteholder must produce evidence satisfactory to the Issuer and the relevant Paying Agent as to its holding of such Notes and identity.

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

All capitalised terms which are not defined in the Conditions will have the meanings given to them in the applicable Final Terms.

1. Form, Denomination and Title

The Notes are issued in bearer form (Bearer Notes) or in registered form (Registered Notes) as specified in the applicable Final Terms and in each case in the Specified Denomination(s) specified in the applicable Final Terms or, in the case of Bearer Notes, shown thereon. All Registered Notes shall have the same Specified Denomination as specified in the applicable Final Terms.

Bearer Notes are issued with Coupons (and, where appropriate, a Talon) attached, unless the applicable Final Terms specifies that the Notes do not bear interest in which case references to interest (other than in relation to interest due after the Maturity Date), Coupons and Talons in the Conditions are not applicable. Any Bearer Note issued, the principal amount of which is redeemable in instalments, is issued with one or more Receipts attached.

Any Registered Notes issued are represented by registered certificates (Certificates), each Certificate representing a holding of one or more Registered Notes by the same holder (as defined below).

Although there is no minimum denomination for Australian Domestic Notes, the minimum subscription price for Australian Domestic Notes will be A$500,000 (disregarding moneys lent by the Issuer or its associates to the purchaser).

The applicable Final Terms will specify whether settlement shall be by way of cash payment (Cash Settled Notes) or by physical delivery (Physical Delivery Notes). Any reference in the Conditions to Physical Delivery Notes shall mean Notes in respect of which the Entitlement(s) (being the

number of underlying equity, bond, security or such other asset as may be specified in the applicable Final Terms (the Relevant Asset(s))) is/are deliverable and as determined by reference to one or more Relevant Assets, all as set out in the applicable Final Terms.

References in the Conditions, unless the context otherwise requires, to Cash Settled Notes shall be deemed to include references to Physical Delivery Notes which include an option (as set out in the applicable Final Terms) at the Issuer's election to request settlement upon redemption by way of cash payment pursuant to Condition 6(k) and where settlement upon redemption is to be by way of cash payment. References in the Conditions, unless the context otherwise requires, to Physical Delivery Notes shall be deemed to include references to Cash Settled Notes which include an option (as set out in the applicable Final Terms) at the Issuer's election to request physical delivery of the relevant Entitlement(s) in settlement upon redemption of such Notes pursuant to Condition 6(k) and where settlement upon redemption is to be by way of physical delivery.

Notes may, if specified in the applicable Final Terms, allow Noteholders upon redemption of such Notes to elect for settlement by way of cash payment or by way of physical delivery or by such other method of settlement as is specified in the applicable Final Terms. The Notes where the Noteholder has elected for cash payment will be Cash Settled Notes and the Notes where the Noteholder has elected for physical delivery will be Physical Delivery Notes. The rights of a Noteholder as described in this paragraph may be subject to the Issuer's right to cash settlement upon redemption of Notes as indicated in the applicable Final Terms and will be subject to the Issuer's right to deliver Substitute Assets (as defined in Condition 6(l)) or pay the Alternate Cash Redemption Amount (as defined in Condition 6(l)) in lieu of physical delivery in accordance with the Conditions.

Subject as provided below, title to any Bearer Notes issued and the related Receipts, Coupons and Talons shall pass by delivery and title to any Registered Notes issued shall pass by registration in the register which the Issuer or the Guarantor shall procure to be kept by the Registrar in accordance with the provisions of the Fiscal Agency Agreement. Except as ordered by a court of competent jurisdiction or as required by law, the holder of any Note, Receipt, Coupon or Talon shall be deemed to be and may be treated as the absolute owner of such Note, Receipt, Coupon or Talon, as the case may be, for the purpose of receiving payment thereof or on account thereof and for all other purposes, whether or not such Note, Receipt, Coupon or Talon shall be overdue and notwithstanding any notice of ownership, theft or loss thereof or any writing thereon made by anyone but, in the case of any Global Note or Global Certificate, without prejudice to the provisions set out below.

In the Conditions, holder (in relation to a Note, Receipt, Coupon or Talon) means, in the case of Bearer Notes, the bearer of any Bearer Note, Receipt, Coupon or Talon or, in the case of Registered Notes, the person in whose name a Registered Note is registered (as the case may be) PROVIDED THAT, in relation to any Notes represented by a Global Note or Global Certificate, it shall be construed as provided below and Noteholder and, in the case of Coupons, Couponholder, shall have correlative meanings.

For so long as any of the Notes is represented by a Global Note or a Global Certificate held on behalf of Euroclear Bank S.A./N.V. (Euroclear) and/or Clearstream Banking, société anonyme (Clearstream, Luxembourg), each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream, Luxembourg as the holder of a particular principal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the principal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer, the Guarantor and the Agents as the holder of such principal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such principal amount of such Notes, for which purpose the bearer of the relevant Global Note or the registered holder of the relevant Global Certificate shall be treated by the Issuer, the Guarantor and each Agent as the holder of such principal amount of such Notes in accordance

with and subject to the terms of the relevant Global Note or Global Certificate, as the case may be, and the expressions Noteholder and holder of Notes and related expressions shall be construed accordingly.

Interests in Notes which are represented by a Global Note or a Global Certificate will be transferable only in accordance with the rules and procedures for the time being of Euroclear and Clearstream, Luxembourg, as the case may be. References to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Final Terms. In the case of Australian Domestic Notes, the following provisions of this Condition 1 shall apply in lieu of the foregoing provisions of this Condition 1 in the event of any inconsistency. Australian Domestic Notes are debt obligations of the Issuer owing under the Deed Poll specified in the applicable Final Terms executed by the Issuer in favour of the relevant Noteholders (the Deed Poll) and take the form of entries in a register (the Australian Register) to be maintained by an Australian registrar to be appointed by the Issuer and specified in the applicable Final Terms (the Australian Registrar). Although Australian Domestic Notes will not be issued pursuant to the Fiscal Agency Agreement, Australian Domestic Notes may have the benefit of certain provisions of the Fiscal Agency Agreement as specified in the applicable Final Terms.

Australian Domestic Notes will not be serially numbered. Each entry in the Australian Register constitutes a separate and individual acknowledgement to the relevant Noteholder of the indebtedness of the Issuer to the relevant Noteholder. No certificate or other evidence of title will be issued by or on behalf of the Issuer to evidence title to an Australian Domestic Note unless the Issuer determines that certificates should be made available or it is required to do so pursuant to any applicable law or regulation.

No Australian Domestic Note will be registered in the name of more than four persons. Australian Domestic Notes registered in the name of more than one person are held by those persons as joint tenants. Australian Domestic Notes will be registered by name only without reference to any trusteeship. The person registered in the Australian Register as a holder of an Australian Domestic Note will be treated by the Issuer, the Guarantor and the Australian Registrar as the absolute owner of that Australian Domestic Note and none of the Issuer, the Guarantor and the Australian Registrar will, except as ordered by a court of competent jurisdiction or as required by statute, be obliged to take notice of any other claim to an Australian Domestic Note.

2. Exchanges and Transfers of Notes

(a) Exchange of Notes

Bearer Notes of one Specified Denomination may not be exchanged for Bearer Notes of another Specified Denomination. Bearer Notes may not be exchanged for Registered Notes. Registered Notes may not be exchanged for Bearer Notes.

(b) Transfer of Registered Notes

If definitive Registered Notes are issued, one or more of such Registered Notes may be transferred upon the surrender of the Certificate representing such Registered Notes to be transferred, together with the form of transfer endorsed on such Certificate duly completed and executed, at the specified office of the Registrar or any Transfer Agent. In the case of a transfer of part only of a holding of Registered Notes represented by one Certificate, a new Certificate in respect of the balance not transferred will be issued to the transferor. In the case of a transfer of Registered Notes to a person who is already a holder of Registered Notes, a new Certificate representing the enlarged holding shall only be issued against surrender of the Certificate representing the existing holding. Transfers of beneficial interests in a Global Certificate will be effected by Euroclear or Clearstream,

Luxembourg, as the case may be, and, in turn, by other participants and, if appropriate, indirect participants in such clearing systems acting on behalf of beneficial transferors and transferees of such interests. A beneficial interest in a Global Certificate will only be exchangeable for a definitive Certificate as described in, and subject to, the provision of such Global Certificate.

Condition 2(a) and (b) do not apply to Australian Domestic Notes. Australian Domestic Notes may be transferred in whole but not in part. Australian Domestic Notes will be transferred by duly completed and (if applicable) stamped transfer and acceptance forms in the form specified by, and obtainable from, the Australian Registrar or by any other manner approved by the Issuer and the Australian Registrar. Notes entered in the Austraclear System (as defined below) will be transferable only in accordance with the Austraclear Regulations (as defined below).

Unless the Australian Domestic Notes are lodged in the Austraclear System, application for the transfer of Australian Domestic Notes must be made by the lodgement of a transfer and acceptance form with the Australian Registrar. Each transfer and acceptance form must be accompanied by such evidence (if any) as the Australian Registrar may require to prove the title of the transferor or the transferor's right to transfer the Australian Domestic Notes and must be signed by both the transferor and the transferee.

Australian Domestic Notes may only be transferred if (i) the aggregate consideration payable by the transferee at the time of transfer is at least A$500,000 (or the equivalent in another currency, in either case disregarding moneys lent by the transferor or its associates to the purchaser) or the offer or invitation giving rise to the transfer does not constitute an offer or invitation for which disclosure is required to be made to investors under Part 6D.2 of the Corporations Act 2001 of Australia, (ii) the transfer complies with any applicable laws, regulations or directives of the jurisdiction in which the transfer takes place, and (iii) in the case of a transfer between persons outside Australia, if a transfer and acceptance form is signed outside Australia. A transfer to an unincorporated association is not permitted.

In this Condition 2(c):

Austraclear means Austraclear Limited (ABN 94 002 060 773).

Austraclear Regulations means the rules and regulations established by Austraclear (as amended or replaced from time to time) to govern the use of the Austraclear System.

Austraclear System means the system operated by Austraclear for holding securities and the electronic recording and settling of transactions in those securities between members of that system.

(d) Partial Redemption in Respect of Registered Notes

In the case of a partial redemption of a holding of Registered Notes represented by a single definitive Certificate, a new definitive Certificate shall be issued to the holder to reflect the balance of the holding not redeemed. New Certificates shall only be issued against surrender of the existing Certificates to the Registrar or any Transfer Agent. In the case of a partial redemption of a holding of Registered Notes represented by a Global Certificate, the Global Certificate shall be endorsed to reflect such partial redemption.

(e) Delivery of New Certificates

Each new Certificate to be issued pursuant to Condition 2(b) or (d) will, within three business days (being a day, other than a Saturday or Sunday, on which banks are open for business in the place of the specified office of the Registrar or the Transfer Agent to whom such form of transfer shall have

been delivered) of receipt of such form of transfer, be available for delivery at the specified office of the Registrar or of the Transfer Agent (as the case may be) to whom such delivery shall have been made or, at the option of the holder making such delivery as aforesaid and as specified in the relevant form of transfer, be mailed at the risk of the holder entitled to the new Certificate to such address as may be specified in such form of transfer.

(f) Transfer Free of Charge

Transfer of Notes and registration will be effected without charge by or on behalf of the Issuer, the Registrar or the Transfer Agents, but will be subject to the payment (or the giving of such indemnity as the Registrar (or the Australian Registrar in the case of Australian Domestic Notes) or the relevant Transfer Agent may require in respect thereof) of any tax or other governmental charges which may be imposed in relation to it.

(g) Closed Periods

No holder of a Note may require the transfer of a Registered Note to be registered (i) during the period of 15 days ending on the due date for redemption of that Note, (ii) during the period of 15 days prior to any date on which Notes may be redeemed by the Issuer at its option pursuant to Condition 5(e), (iii) after any such Note has been drawn for redemption in whole or in part or (iv) during the period of seven days ending on (and including) any Record Date (as defined in Condition 6(b)(ii) below).

3. Status

(a) Status of Notes

The Notes and any Receipts and Coupons relating thereto constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer and will at all times rank pari passu and rateably among themselves and at least pari passu with all other unsecured and unsubordinated outstanding obligations of the Issuer, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application.

(b) Status of the Deed of Guarantee in respect of the Notes

The obligations of the Guarantor in respect of the Notes under the Deed of Guarantee constitute direct, unconditional, unsubordinated and unsecured obligations of the Guarantor and rank and will rank pari passu (subject to mandatorily preferred debts under applicable laws) with all other outstanding unsecured and unsubordinated obligations of the Guarantor.

4. Interest

(a) Interest on Fixed Rate Notes

Each Fixed Rate Note bears interest from (and including) the Interest Commencement Date at the rate(s) per annum equal to the Interest Rate(s). Interest will be payable in arrear on the Interest Payment Date(s) in each year up to (and including) the Maturity Date.

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

Except where an applicable Interest Amount or Broken Amount is specified in the applicable Final Terms, interest shall be calculated in respect of any period by applying the Interest Rate to:

(i) in the case of Fixed Rate Notes which are represented by a Global Note or Global Certificate, the aggregate outstanding principal amount of the Fixed Rate Notes represented by such Global Note or Global Certificate (or, if they are Partly Paid Notes, the aggregate amount paid up); or

(ii) in the case of Fixed Rate Notes in definitive form, 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 is a multiple of the Calculation Amount, the Interest Amount 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.

(b) Interest on Floating Rate Notes

Each Floating Rate Note bears interest from (and including) the Interest Commencement Date and such interest will be payable in arrear on either:

(i) the Specified Interest Payment Date(s) in each year specified in the applicable Final Terms; or

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

Such interest will be payable on each Interest Payment Date in respect of the Interest Period ending on (but excluding) the Interest Period End Date falling on or about such Interest Payment Date.

(A) Screen Rate Determination

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

(1) the offered quotation; or

(2) the arithmetic mean of the offered quotations,

(expressed as a percentage rate per annum) for the Reference Rate which appears or appear, as the case may be, on the Page as at the Specified Time on the Interest Determination Date in question plus or minus (as indicated in the applicable Final Terms) the Margin (if any), all as determined by the Calculation Agent. If five or more of such offered quotations are available on the Page, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Calculation Agent for the purpose of determining the arithmetic mean (rounded as provided below) of such offered quotations.

If the Page is not available or if, in the case of (1) above, no offered quotation appears or, in the case of (2) above, fewer than three offered quotations appear, in each case as at the Specified Time, the Calculation Agent shall request each of the Reference Banks to provide the Calculation Agent with its offered quotation (expressed as a percentage rate per annum) for the Reference Rate at approximately the Specified Time on the Interest Determination Date in question. If two or more of the Reference Banks provide the Calculation Agent with offered quotations, the Rate of Interest for the Interest Period shall be the arithmetic mean of the offered quotations plus or minus (as appropriate) the Margin (if any), all as determined by the Calculation Agent.

If on any Interest Determination Date one only or none of the Reference Banks provides the Calculation Agent with an offered quotation as provided in the preceding paragraph, the Interest Rate for the relevant Interest Period shall be the rate per annum which the Calculation Agent determines as being the arithmetic mean of the rates, as communicated to (and at the request of) the Calculation Agent by the Reference Banks or any two or more of them, at which such banks were offered, at approximately the Specified Time on the relevant Interest Determination Date, deposits in the Relevant Currency for a period equal to that which would have been used for the Reference Rate by leading banks in the London inter-bank market (if the Reference Rate is LIBOR) or the Euro-zone interbank market (if the Reference Rate is EURIBOR) plus or minus (as appropriate) the Margin (if any) or, if fewer than two of the Reference Banks provide the Calculation Agent with such offered rates, the offered rate for deposits in the Relevant Currency for a period equal to that which would have been used for the Reference Rate, or the arithmetic mean of the offered rates (rounded as provided below) for deposits in the Relevant Currency for a period equal to that which would have been used for the Reference Rate, at which, at approximately the Specified Time on the relevant Interest Determination Date, any one or more banks (which bank or banks is or are in the opinion of the Issuer suitable for the purpose) informs the Calculation Agent it is quoting to leading banks in the London interbank market (if the Reference Rate is LIBOR) or the Euro-zone interbank market (if the Reference Rate is EURIBOR) plus or minus (as appropriate) the Margin (if any), PROVIDED THAT, if the Interest Rate cannot be determined in accordance with the foregoing provisions of this paragraph, the Interest Rate shall be determined as at the last preceding Interest Determination Date (though substituting, where a different Margin is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin relating to the relevant Interest Period in place of the Margin relating to that last preceding Interest Period).

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

The Calculation Agent shall not be responsible to the Issuer, the Guarantor or to any third party as a result of the Calculation Agent having acted on any quotation given by any Reference Bank.

(B) ISDA Determination

Where ISDA Determination is specified in the applicable Final Terms as the manner in which the Interest Rate is to be determined, the Interest Rate for each Interest Period will be the relevant ISDA Rate plus or minus (as indicated in the applicable Final Terms) the Margin (if any). For the purposes of this subparagraph (B), ISDA Rate for an Interest Period means the rate equal to the Floating Rate that would be determined by the Calculation Agent under an interest rate swap transaction if the Calculation Agent were acting as calculation agent for that swap transaction under the terms of an agreement incorporating the

2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc. and as amended and updated as at the Issue Date of the first Tranche of the Notes (the ISDA Definitions) and under which:

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

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

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

For the purposes of this subparagraph (B), Floating Rate, Calculation Agent, Floating Rate Option, Designated Maturity and Reset Date have the meanings given to those terms in the ISDA Definitions.

Unless otherwise stated in the applicable Final Terms the Minimum Interest Rate shall be deemed to be zero.

(1) If any Maximum or Minimum Interest Rate is specified in the applicable Final Terms, then any Interest Rate shall be subject to such maximum or minimum, as the case may be.

(2) For the purposes of any calculations required pursuant to the Conditions (unless otherwise specified), (x) all percentages resulting from such calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with halves being rounded up), (y) all figures will be rounded to seven significant figures (with halves being rounded up) and (z) all currency amounts which fall due and payable will be rounded to the nearest unit of such currency (with halves being rounded up), save in the case of Yen, which shall be rounded down to the nearest Yen. For these purposes unit means the lowest amount of such currency which is available as legal tender in the country of such currency.

(D) Calculations

The Calculation Agent will calculate the amount of interest (the Interest Amount) payable on the Floating Rate Notes for the relevant Interest Period by applying the Interest Rate to:

(1) in the case of Floating Rate Notes which are represented by a Global Note or Global Certificate, the aggregate outstanding principal amount of the Notes represented by such Global Note or Global Certificate (or, if they are Partly Paid Notes, the aggregate amount paid up); or

(2) in the case of Floating Rate Notes in definitive form, the Calculation Amount;

Where the Specified Denomination of a Floating Rate Note is a multiple of the Calculation Amount, the Interest Amount payable in respect of such 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.

(E) Determination and Publication of Interest Rates and Interest Amounts

As soon as practicable after each Interest Determination Date the Calculation Agent will determine the Interest Rate and calculate the Interest Amounts in respect of each Specified Denomination for the relevant Interest Period. The Interest Amounts and the Interest Rate so published may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice in the event of an extension or shortening of the Interest Period. If the Notes become due and payable under Condition 9, the accrued interest and the Interest Rate payable in respect of the Notes shall nevertheless continue to be calculated as previously in accordance with this Condition but no publication of the Interest Rate or the Interest Amount so calculated need be made.

(F) Notification of Interest Rate and Interest Amounts

The Calculation Agent will cause the Interest Rate and each Interest Amount for each Interest Period and the relevant Interest Payment Date to be notified to the Issuer, the Fiscal Agent or the Principal Paying Agent as applicable, and any stock exchange on which the relevant Floating Rate Notes are for the time being listed and notice thereof to be published in accordance with Condition 13 as soon as possible after their determination but in no event later than the fourth London Business Day thereafter. For the purposes of this paragraph, the expression London Business Day means a day (other than a Saturday or a Sunday) on which banks and foreign exchange markets are open for general business in London.

If any date referred to in the Conditions is specified in the applicable Final Terms to be subject to adjustment in accordance with a Business Day Convention and (x) such day would otherwise fall on a day which is not a Business Day or (y) there is no numerically corresponding day in the calendar months in which such date should occur, then, if the Business Day Convention specified in the applicable Final Terms is (i) the Floating Rate Convention, (1) in the case of (x) above such date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event (A) such date shall be brought forward to the immediately preceding Business Day and (B) each subsequent such date shall be the last Business Day of the month in which such date would have fallen had it not been subject to adjustment or (2) in the case of

(y) above, shall be the last day that is a Business Day in the relevant month and the provisions of

(B) above shall apply mutatis mutandis, (ii) the Following Business Day Convention, such date shall be postponed to the next day which is a Business Day, (iii) the Modified Following Business Day Convention, such date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such date shall be brought forward to the immediately preceding Business Day or (iv) the Preceding Business Day Convention, such date shall be brought forward to the immediately preceding Business Day.

(d) Certificates to be final

All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this Condition by the Calculation Agent, shall (in the absence of wilful default, bad faith, manifest error or proven error) be binding on the Issuer, the Guarantor, the Fiscal Agent, the Calculation Agent, the other Paying Agents, the Registrar (if applicable), any Transfer Agents and all Noteholders, Receiptholders and Couponholders and (in the absence of wilful default or bad faith) no liability to the Issuer, the

Guarantor, the Noteholders, the Receiptholders or the Couponholders shall attach to the Calculation Agent in connection with the exercise or non-exercise by it of its powers, duties and discretions pursuant to such provisions.

(e) Interest on Dual Currency Interest Notes

The rate or amount of interest payable in respect of Dual Currency Interest Notes shall be determined in the manner specified in the applicable Final Terms.

(f) Interest on Partly Paid Notes

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

(g) Interest on other Notes

Interest bearing Notes where the determination of the rate of interest and amount of interest payable is not determined pursuant to the above provisions (including, but not limited to, Underlying Linked Notes), if so specified in the applicable Final Terms, will receive interest or will have any amount(s) of interest determined in the manner set out in the applicable Final Terms.

(h) Accrual of interest

Each Note (or in the case of the redemption of part only of a Note, that part only of such Note) will cease to bear interest (if any) from the date for its redemption unless payment of principal and/or delivery of all assets deliverable is improperly withheld or refused. In such event, interest will continue to accrue until whichever is the earlier of:

(i) the date on which all amounts due in respect of such Note have been paid and/or all assets deliverable in respect of such Note have been delivered; and

(ii) five days after the date on which the full amount of the moneys payable in respect of such Note has been received by the Fiscal Agent or the Principal Paying Agent, as the case may be, and/or all assets in respect of such Note have been received by any agent appointed by the Issuer to deliver such assets to Noteholders and notice to that effect has been given to the Noteholders in accordance with Condition 13.

(i) Definitions

In the Conditions, unless the context otherwise requires, the following defined terms shall have the meanings set out below:

Business Day means:

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

(ii) either (A) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant Specified Currency (if other than London and any Business Centre and which if the Specified Currency is Australian dollars or New Zealand dollars shall be Sydney and Auckland, respectively) or (B) in relation to any

sum payable in euro, a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2) System (the TARGET2 System) is open.

Day Count Fraction means, in respect of the calculation of an amount of interest on any Note for any period of time, whether or not constituting an Interest Period (the Calculation Period):

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

(A) in the case of Notes where the number of days in the Calculation Period is equal to or shorter than the Determination Period during which the Calculation Period ends, the number of days in such Calculation Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates (as specified in the applicable Final Terms) that would occur in one calendar year; or

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

(1) the number of days in such Calculation Period falling in the Determination Period in which the Calculation Period begins divided by the product of

(x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year; and

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

(ii) if Actual/Actual or Actual/Actual (ISDA) is specified in the applicable Final Terms, the actual number of days in the Calculation Period divided by 365 (or, if any portion of that Calculation Period falls in a leap year, the sum of (x) the actual number of days in that portion of the Calculation Period falling in a leap year divided by 366 and (y) the actual number of days in that portion of the Calculation Period falling in a non-leap year divided by 365);

(iii) if Actual/365 (Fixed) is specified in the applicable Final Terms, the actual number of days in the Calculation Period divided by 365;

(iv) if Actual/365 (Sterling) is specified in the applicable Final Terms, the actual number of days in the Calculation Period divided by 365 or, in the case of a payment falling in a leap year, 366;

(v) if Actual/360 is specified in the applicable Final Terms, the actual number of days in the Calculation Period divided by 360;

(vi) if 30/360 is specified in the applicable Final Terms in respect of Fixed Rate Notes, the number of days in the Calculation Period (such number of days being calculated on the basis of a year of 360 days with 12 30-day months) divded by 360;

(vii) if 30/360, 360/360 or Bond Basis is specified in the applicable Final Terms in relation to Floating Rate Notes, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:

Day Count Fraction = [360 x (Y2 − Y1 )] + [30 x (M2 − M1 )] + (D2 − D1 )

360

where:

Y1 is the year, expressed as a number, in which the first day of the Calculation Period falls;

Y2 is the year, expressed as a number, in which the day immediately following the last day of the Calculation Period falls;

M1 is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;

M2 is the calendar month, expressed as a number, in which the day immediately following the last day of the Calculation Period falls;

D1 is the first calendar day, expressed as a number, of the Calculation Period, unless such number is 31, in which case D1 will be 30; and

D2 is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30;

(viii) if 30E/360 or Eurobond Basis is specified in the applicable Final Terms, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:

Day Count Fraction = [360 x (Y2 − Y1 )] + [30 x (M2 − M1 )] + (D2 − D1 )

360

where:

Y1 is the year, expressed as a number, in which the first day of the Calculation Period falls;

Y2 is the year, expressed as a number, in which the day immediately following the last day of the Calculation Period falls;

M1 is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;

M2 is the calendar month, expressed as a number, in which the day immediately following the last day of the Calculation Period falls;

D1 is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in which case D1 will be 30; and

D2 is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31, in which case D2 will be 30;

(ix) if 30E/360 (ISDA) is specified in the applicable Final Terms, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:

Day Count Fraction = [360 x (Y2 − Y1 )] + [30 x (M2 − M1 )] + (D2 − D1 )

360

where:

Y1 is the year, expressed as a number, in which the first day of the Calculation Period falls;

Y2 is the year, expressed as a number, in which the day immediately following the last day of the Calculation Period falls;

M1 is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;

M2 is the calendar month, expressed as a number, in which the day immediately following the last day of the Calculation Period falls;

D1 is the first calendar day, expressed as a number, of the Calculation Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30; and

D2 is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31, in which case D2 will be 30; or

(x) if RBA Bond Basis or Australian Bond Basis is specified in the applicable Final Terms, one divided by the number of Interest Period End Dates in a year (or where the Calculation Period does not constitute an Interest Period, "Actual/365" (Fixed) as defined in paragraph (iii) above).

Calculation Amount has the meaning given in the applicable Final Terms.

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

Euro-zone means the member states of the European Union that are participating in the third stage of Economic and Monetary Union.

Interest Commencement Date means the date of issue of the Notes (the Issue Date) or such other date as may be specified in the applicable Final Terms.

Interest Determination Date means, with respect to an Interest Rate and an Interest Period, the date specified as such in the applicable Final Terms or, if none is so specified, (i) the first day of such Interest Period if the Specified Currency is Sterling, (ii) the day falling two London Banking Days prior to the first day of such Interest Period if the specified currency is neither Sterling nor Euro, or

(iii) the day falling two TARGET Business Days prior to the first day of such Interest Period if the specified currency is Euro.

Interest Period means the period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the first Interest Period End Date and each successive period beginning on (and including) an Interest Period End Date and ending on (but excluding) the next succeeding Interest Period End Date.

Interest Period End Date means each date specified as such in the applicable Final Terms.

Interest Rate means the rate of interest payable from time to time in respect of the Notes and which is either specified, or calculated in accordance with the provisions, herein or in the applicable Final Terms.

London Banking Day means a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in London.

Page means such display page as may be specified in the applicable Final Terms for the purpose of providing a Reference Rate, or (i) any successor display page, other published source, information vendor or provider that has been officially designated by the sponsor of the original display page or

(ii) if the sponsor has not officially designated a successor display page, other published source, information vendor or provider (as the case may be), the successor display page, other published source, information vendor or provider, if any, designated by the relevant information vendor or provider (if different from the sponsor).

Reference Banks means, in the case of a determination of LIBOR, the principal London office of four major banks in the London interbank market and, in the case of a determination of EURIBOR, the principal Euro-zone office of four major banks in the Euro-zone interbank market, in each case selected by the Calculation Agent or as specified in the applicable Final Terms.

Reference Rate means the relevant rate pursuant to which an Interest Rate for a Floating Rate Note is to be determined as specified in the applicable Final Terms.

Specified Time means 11.00 a.m. (London time, in the case of a determination of LIBOR, or Brussels time, in the case of a determination of EURIBOR).

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

TARGET Business Day means a day on which the TARGET2 System is operating.

5. Redemption and Purchase

(a) Final Redemption

Unless otherwise provided in the applicable Final Terms, or unless previously redeemed or purchased and cancelled as provided below, each principal amount of the Notes equal to the Calculation Amount will be redeemed at the amount (the Redemption Amount) specified in, or determined in the manner specified in, the applicable Final Terms on the Maturity Date.

(b) Redemption for Taxation Reasons and Redemption for Illegality

(i) The Notes may be redeemed at the option of the Issuer or the Guarantor in whole, but not in part, at any time in the case of a Note other than a Floating Rate Note or only on an Interest Payment Date in the case of a Floating Rate Note, on giving not less than 30 or more than 60 days' notice in accordance with Condition 13 (which notice shall be irrevocable), at, in respect of each principal amount of the Notes equal to the Calculation Amount, the Early Redemption Amount together with, if so specified in the applicable Final Terms, accrued interest, if the Issuer or the Guarantor, as the case may be, has or will become obligated to pay additional interest on such Notes pursuant to Condition 7 as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the United States or any political subdivision or taxing authority thereof or therein, or any change in the application or official interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the date on which any person (including any person acting as underwriter, broker or dealer) agrees to purchase the first Tranche of any of

such Notes pursuant to the original issuance of such first Tranche, and such obligation cannot be avoided by the Issuer or Guarantor, as the case may be, taking reasonable measures available to it; PROVIDED THAT no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer or Guarantor, as the case may be, would be obligated to pay such additional interest were a payment in respect of the Notes then due. Prior to the publication of any notice of redemption pursuant to this Condition 5(b)(i), the Issuer or the Guarantor, as the case may be, shall deliver to the Fiscal Agent or the Australian Registrar in the case of Australian Domestic Notes (i) a certificate signed by an officer of the Issuer or the Guarantor, as the case may be, stating that the Issuer or the Guarantor, as the case may be, is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer or the Guarantor, as the case may be, so to redeem have occurred and (ii) a legal opinion, from lawyers of recognised standing in the United States, to the effect that the Issuer or the Guarantor, as the case may be, has or will become obligated to pay such additional interest as a result of such change or amendment.

(ii) If the Issuer or the Guarantor shall determine that any payment made outside the United States by the Issuer or the Guarantor, as the case may be, or any of its Paying Agents in respect of any Bearer Note, Receipt or Coupon, if any (an Affected Note) would, under any present or future laws or regulations of the United States, be subject to any certification, documentation, information or other reporting requirement of any kind, the effect of which requirement is the disclosure to the Issuer or the Guarantor, any Paying Agent or any governmental authority of the nationality, residence or identity (as distinguished from, for example, status as a Non-U.S. Holder (as defined below)) of a beneficial owner of such Affected Note that is a Non-U.S. Holder (other than such a requirement (A) that would not be applicable to a payment made by the Issuer or the Guarantor, as the case may be, or any one of its Paying Agents (1) directly to the beneficial owner or (2) to a custodian, nominee or other agent of the beneficial owner, or (B) that can be satisfied by such custodian, nominee or other agent certifying to the effect that the beneficial owner is a Non-U.S. Holder; PROVIDED THAT, in any case referred to in clause (A)(2) or (B), payment by the custodian, nominee or agent to the beneficial owner is not otherwise subject to any such requirement), then the Issuer shall elect either (x) to redeem such Affected Notes in whole, but not in part, at, in respect of each principal amount of the Notes equal to the Calculation Amount, the Early Redemption Amount together with, if so specified in the applicable Final Terms, accrued interest or (y) if the conditions of the next succeeding paragraph are satisfied, to pay the additional interest specified in such paragraph. The Issuer or the Guarantor, as the case may be, shall make such determination as soon as practicable and publish prompt notice thereof (the Determination Notice), stating the effective date of such certification, documentation, information or other reporting requirement, whether the Issuer elects to redeem the Affected Notes or to pay the additional interest specified in the next succeeding paragraph and (if applicable) the last date by which the redemption of the Affected Notes must take place (the Redemption Date), as provided in the next succeeding sentence. If any Affected Notes are to be redeemed pursuant to this paragraph, the redemption shall take place on such date, not later than one year after the publication of the Determination Notice, as the Issuer or the Guarantor shall specify by notice given to the Fiscal Agent at least 60 days before the Redemption Date PROVIDED THAT if the Notes are Floating Rate Notes such date must be an Interest Payment Date. Notice of such redemption shall be given to the holders of the Affected Notes not more than 60 days or less than 30 days prior to the Redemption Date. Notwithstanding the foregoing, the Issuer shall not so redeem the Affected Notes if the Issuer or the Guarantor, as the case may be, shall subsequently determine, not less than 30 days prior to the Redemption Date, that subsequent payments on the Affected Notes would not be subject to any such certification, documentation, information or other reporting requirement, in which case the Issuer or the Guarantor, as the case may be, shall publish prompt notice of such subsequent

determination, and any earlier redemption notice given pursuant to this paragraph shall be revoked and of no further effect. Prior to the publication of any Determination Notice pursuant to this paragraph, the Issuer or the Guarantor, as the case may be, shall deliver to the Fiscal Agent (I) a certificate signed by an officer of the Issuer or the Guarantor, as the case may be, stating that the Issuer or the Guarantor, as the case may be, is entitled to make such determination and setting forth a statement of facts showing that the conditions precedent to the obligation of the Issuer to redeem the Affected Notes or to pay the additional interest specified in the next succeeding paragraph have occurred and (II) a legal opinion, from lawyers of recognised standing in the United States, to the effect that such conditions have occurred.

If and so long as the certification, documentation, information or other reporting requirement referred to in the preceding paragraph would be fully satisfied by payment of a backup withholding tax or similar charge, the Issuer may elect to pay as additional interest such amounts as may be necessary so that every net payment made outside the United States following the effective date of such requirement by the Issuer or the Guarantor, as the case may be, or any of its Paying Agents in respect of any Affected Note of which the beneficial owner is a Non-U.S. Holder (but without any requirement that the nationality, residence or identity of such beneficial owner be disclosed to the Issuer or the Guarantor, as the case may be, any Paying Agent or any governmental authority), after deduction or withholding for or on account of such backup withholding tax or similar charge (other than a backup withholding tax or similar charge that (A) would not be applicable in the circumstances referred to in the parenthetical clause of the first sentence of the preceding paragraph or

(B) is imposed as a result of presentation of any such Affected Note for payment more than 15 days after the Relevant Date (as defined in Condition 7)), will not be less than the amount provided in any such Affected Note to be then due and payable. If the Issuer or the Guarantor, as the case may be, elects to pay additional interest pursuant to this paragraph, then the Issuer shall have the right to redeem the Affected Notes at any time in the case of a Note other than a Floating Rate Note or only on an Interest Payment Date in the case of a Floating Rate Note in whole, but not in part, at, in respect of each principal amount of the Notes equal to the Calculation Amount, the Early Redemption Amount together with, if so specified in the applicable Final Terms, accrued interest, subject to the provisions of the last three sentences of the immediately preceding paragraph. If the Issuer or the Guarantor, as the case may be, elects to pay additional interest pursuant to this paragraph and the condition specified in the first sentence of this paragraph should no longer be satisfied, then the Issuer shall redeem the Affected Notes in whole, but not in part, at, in respect of each principal amount of the Notes equal to the Calculation Amount, the Early Redemption Amount together with, if so specified in the applicable Final Terms, accrued interest, subject to the provisions of the last three sentences of the immediately preceding paragraph. Any redemption payments made by the Issuer or the Guarantor, as the case may be, pursuant to the two immediately preceding sentences shall be subject to the continuing obligation of the Issuer or the Guarantor, as the case may be, to pay additional interest pursuant to this paragraph. If the Affected Notes are to be redeemed pursuant to this paragraph, the redemption shall take place on such date (subject as aforesaid), not later than one year after publication of the notice of redemption, as the Issuer shall specify by notice to the Fiscal Agent at least 60 days prior to the Redemption Date.

A Non-U.S. Holder is a beneficial owner of a Note that is, for U.S. federal income tax purposes: (A) a foreign corporation; (B) a non-resident alien individual; (C) a non-resident alien fiduciary of a foreign estate or trust; or (D) a foreign partnership one or more members of which is a Non-U.S. Holder.

(iii) If the Issuer determines that the performance of its obligations under the Notes or the Guarantor determines that the performance of its obligations under the Deed of Guarantee in

respect of the Notes or that any arrangements made to hedge the Issuer's and/or the Guarantor's obligations under the Notes and/or the Deed of Guarantee, as the case may be, has or will become unlawful, illegal or otherwise prohibited in whole or in part for any reason, the Issuer may redeem the Notes early by giving notice to Noteholders in accordance with Condition 13.

Should any one or more of the provisions contained in the Conditions be or become invalid, the validity of the remaining provisions shall not in any way be affected thereby.

If the Issuer redeems the Notes early pursuant to this provision, then the Issuer will, if and to the extent permitted by applicable law, pay to each Noteholder in respect of each principal amount of Notes equal to the Calculation Amount held by such holder, an amount equal to the Early Redemption Amount together with, if so specified in the applicable Final Terms, accrued interest. Payment will be made in such manner as shall be notified to the Noteholders in accordance with Condition 13 and upon such payment in respect of such Notes all obligations of the Issuer and the Guarantor in respect thereof shall be discharged.

The Issuer, the Guarantor or any of their respective subsidiaries or Affiliates may at any time purchase Notes (PROVIDED THAT all unmatured Receipts and Coupons and unexchanged Talons appertaining thereto are attached or surrendered therewith) in the open market or otherwise at any price. Any Notes or Coupons so purchased may be held or resold or surrendered for cancellation together with all unmatured Coupons attached thereto or purchased therewith.

Affiliate means in relation to any entity (the First Entity), any entity controlled, directly or indirectly, by the First Entity, any entity that controls, directly or indirectly, the First Entity or any entity directly or indirectly under common control with the First Entity. For these purposes control means ownership of a majority of the voting power of an entity.

(d) Early Redemption Amount

For the purpose of Condition 5(b)(i), (ii) and (iii) above and Condition 9, the Early Redemption Amount in respect of each principal amount of the Notes equal to the Calculation Amount will be calculated as follows:

(i) in the case of Notes (other than Zero Coupon Notes and Underlying Linked Notes) at the amount specified in, or determined in the manner specified in, the applicable Final Terms or, if no such amount or manner is so specified in the applicable Final Terms, at an amount in respect of each Note equal to its principal amount; or

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

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

where:

RP means the Reference Price;

AY means the Amortisation Yield expressed as a decimal; and

y is a fraction the numerator of which is equal to the number of days (calculated on the basis of a 360-day year consisting of 12 months of 30 days each) from (and

including) the Issue Date of the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable and the denominator of which is 360,

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

(iii) in the case of Underlying Linked Notes, at an amount equal to either (A) an amount in the Specified Currency determined by the Calculation Agent which represents the fair market value of such Calculation Amount on a day selected by the Issuer (ignoring for the purposes of a redemption pursuant to Condition 5(b)(iii), the relevant unlawfulness, illegality or prohibition) less (except in the case of any early redemption pursuant to Condition 9) the proportionate cost to the Issuer and/or its Affiliates of unwinding any underlying and/or related hedging and funding arrangements in respect of the Notes (including without limitation, any equity options hedging the Issuer's obligations under the Notes) and, for the purposes of determining the fair market value of such Calculation Amount for the purposes of Condition 9, no account shall be taken of the financial condition of the Issuer which shall be presumed to be able to perform fully its obligations in respect of the Notes, or (B) such other amount determined by reference to the provisions in the applicable Final Terms.

(e) Redemption at the Option of the Issuer

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

(i) in respect of Bearer Notes, the number of days' notice specified in the applicable Final Terms or, if none are so specified, not less than five nor more than 60 days' notice to the Noteholders in accordance with Condition 13; and

(ii) in the case of Registered Notes, the number of days' notice specified in the applicable Final Terms or, if none are so specified:

(A) not less than, five nor more than 60 days' notice to the Noteholders in accordance with Condition 13; and

(B) not less than five days' notice to the Registrar,

(which notices shall be irrevocable and shall specify the date fixed for redemption), redeem all or some only of the Notes then outstanding on any Optional Redemption Date and, in respect of each principal amount of the Notes equal to the Calculation Amount at the Optional Redemption Amount specified in, or determined in the manner specified in, the applicable Final Terms together, if appropriate, with interest accrued to (but excluding) the relevant Optional Redemption Date. Any such redemption must be of a principal amount not less than the Minimum Redemption Amount and not more than the Maximum Redemption Amount in each case as may be specified in the applicable Final Terms.

In the case of a redemption of some only of the Notes, the Notes to be redeemed (Redeemed Notes) will be selected individually by lot, in the case of Redeemed Notes represented by definitive Notes, and in accordance with the rules of Euroclear and/or Clearstream, Luxembourg, in the case of Redeemed Notes represented by a Global Note or Global Certificate, not more than 30 days prior to the date fixed for redemption (such date of selection being hereinafter called the Selection Date). In the case of Redeemed Notes represented by definitive Notes, a list of the serial numbers of such Redeemed Notes will be published in accordance with Condition 13 not less than five days prior to the date fixed for redemption. No exchange of the relevant Global Note or Global Certificate will be permitted during the period from (and including) the Selection Date to (and including) the date fixed for redemption pursuant to this paragraph.

(f) Redemption at the Option of holders of Notes

If Investor Put is specified as applicable in the applicable Final Terms, upon the holder of any Note giving to the Issuer in accordance with Condition 13 not less than 45 days' notice the Issuer will, upon the expiry of such notice, redeem, subject to, and in accordance with, the terms specified in the applicable Final Terms, such Note on the Optional Redemption Date and at, in respect of each principal amount of the Notes equal to the Calculation Amount, the Optional Redemption Amount together, if appropriate, with interest accrued to (but excluding) the Optional Redemption Date. Registered Notes may be redeemed under this Condition 5(f) in any multiple of their lowest Specified Denomination.

To exercise the right to require redemption of a Note the holder of such Note must, if such Note is in definitive form and held outside Euroclear and Clearstream, Luxembourg, deliver, at the specified office of any Paying Agent (in the case of Bearer Notes) or the Registrar (in the case of Registered Notes) at any time during normal business hours of such Paying Agent or, as the case may be, the Registrar falling within the notice period, a duly completed and signed notice of exercise in the form (for the time being current) obtainable from any specified office of any Paying Agent or, as the case may be, the Registrar (a Put Notice) and in which the holder must specify a bank account (or, if payment is required to be made by cheque, an address) to which payment is to be made under this Condition and, in the case of Registered Notes, the principal amount thereof to be redeemed and, if less than the full principal amount of the Registered Notes so surrendered is to be redeemed, an address to which a new Registered Note in respect of the balance of such Registered Notes is to be sent subject to and in accordance with the provisions of Condition 2(f). If the relevant Note is in definitive form, the Put Notice must be accompanied by the Note or evidence satisfactory to the Paying Agent concerned that the Note will, following delivery of the Put Notice, be held to its order or under its control. If the relevant Note is represented by a Global Note or Global Certificate or is in definitive form and held through Euroclear or Clearstream, Luxembourg, to exercise the right to require redemption of such Note the holder of such Note must, within the notice period, give notice to the Fiscal Agent or the Registrar, as the case may be, of such exercise in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg, (which may include notice being given on his instruction by Euroclear or Clearstream, Luxembourg or any common depositary or common safekeeper, as the case may be, for them, as applicable, to the Fiscal Agent or the Registrar, as the case may be, by electronic means) in a form acceptable to Euroclear and Clearstream, Luxembourg, from time to time and, if a Note is represented by a Global Note or Global Certificate, at the same time present or procure the presentation of the relevant Global Note or Global Certificate to the Fiscal Agent or the Registrar, as the case may be, for notation accordingly.

(g) Redemption by Instalments

Unless previously redeemed or purchased and cancelled as provided in this Condition 5, each Note which provides for Instalment Dates and Instalment Amounts will be partially redeemed on each Instalment Date at the Instalment Amount specified in the applicable Final Terms, whereupon the outstanding principal amount of such Note shall be reduced by the Instalment Amount for all purposes.

(h) Cancellation

All Notes purchased by or on behalf of the Issuer or Guarantor may be surrendered for cancellation, if the Notes are Bearer Notes, by surrendering each such Note together with all unmatured Receipts and Coupons and all unexchanged Talons to the Fiscal Agent and, if the Notes are Registered Notes, by surrendering the Certificate representing such Notes to the Registrar and, in each case, if so surrendered, will, together with all Notes redeemed by the Issuer, be cancelled forthwith (together with all unmatured Receipts and Coupons and unexchanged Talons attached thereto or surrendered

therewith). Any Notes so surrendered for cancellation may not be reissued or resold and the obligations of the Issuer and the Guarantor in respect of any such Notes shall be discharged.

(i) Late payment on Zero Coupon Notes

If the amount payable in respect of any Zero Coupon Note upon redemption of such Zero Coupon Note pursuant to this Condition or upon its becoming due and repayable as provided in Condition 9 is improperly withheld or refused, the amount due and repayable in respect of such Zero Coupon Note shall be the amount calculated as provided in Condition 5(d) above as though the references therein to the date fixed for the redemption or the date upon which such Zero Coupon Note becomes due and payable were replaced by references to the date which is the earlier of:

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

(ii) five days after the date on which the full amount of the moneys payable in respect of such Zero Coupon Notes has been received by the Fiscal Agent or the Principal Paying Agent, as the case may, be and notice to that effect has been given to the Noteholders in accordance with Condition 13.

6. Payments, Talons and Physical Delivery

(a) Bearer Notes

Payments of principal and interest in respect of definitive Bearer Notes will, subject as mentioned below, be made against presentation and surrender of the relevant Receipts (in the case of payments of Instalment Amounts other than on the due date for redemption and PROVIDED THAT the Receipt is presented for payment together with its related Note), Notes (in the case of all other payments of principal and, in the case of interest, as specified in Condition 6(g)(iv)) or Coupons (in the case of interest, save as specified in Condition 6(g)(ii)), as the case may be, at the specified office of any Paying Agent outside the United States and its possessions by a cheque payable in the currency in which such payment is due drawn on, or, at the option of the holder, by transfer to an account (which in the case of a payment in Japanese yen to a non-resident of Japan, shall be a non resident account) denominated in that currency with, a bank in the principal financial centre of that currency or, in the case of 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, except as provided in Condition 6(d), no payment in respect of Bearer Notes will be made by mail to an address in the United States or its possessions or by wire transfer to an account maintained by the holder in the United States or its possessions.

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

(b) Registered Notes

(i) Payments of principal (which for the purposes of this Condition 6(b) shall include final Instalment Amounts but not other Instalment Amounts) in respect of Registered Notes will be made against presentation and surrender of the relevant Certificates at the specified office

of any of the Paying Agents or of the Registrar and in the manner provided in paragraph (ii) below.

(ii) Payments of interest and payment of all Instalment Amounts other than final Instalment Amounts on Registered Notes will be paid to the person shown on the Register at the close of business on the fifteenth day before the due date for payment thereof (the Record Date). Such payments will be made in the currency in which such payments are due by cheque drawn on a bank in the principal financial centre of the country of the currency concerned, or in the case of a payment in Euro, by a Euro cheque and mailed to the holder (or to the first named of joint holders) of such Note at its address appearing in the Register maintained by the Registrar. Upon application by the holder to the specified office of the Registrar before the Record Date, such payment of interest may be made by transfer to an account (which in the case of a payment in Japanese yen to a non-resident of Japan, shall be a non-resident account) in the relevant currency designated by the holder with a bank in the principal financial centre of the country of that currency or, if the currency is Euro, into a Euro account (or any other account to which Euro may be credited or transferred) notified to the Registrar by such holder.

Conditions 6(a) and 6(b) shall not apply to Australian Domestic Notes. In respect of Australian Domestic Notes, the Australian Registrar will act (through its office in Sydney) as paying agent for Australian Domestic Notes pursuant to the Registry Services Agreement (such Registry Services Agreement as amended or supplemented from time to time, the Registry Services Agreement) between the Issuer and the Australian Registrar specified in the applicable Final Terms.

Payments of principal and interest will be made in Sydney in Australian dollars to the persons registered at the close of business in Sydney on the relevant Record Date (as defined below) as the holders of such Notes, subject in all cases to normal banking practice and all applicable laws and regulations. Payment will be made by cheque drawn on an Australian bank dispatched by post on the relevant payment date at the risk of the Noteholder or, at the option of the Noteholder, by the Australian Registrar giving in Sydney irrevocable instructions for the effecting of a transfer of the relevant funds to an Australian dollar account in Australia specified by the Noteholder to the Australian Registrar (or in any other manner which the Australian Registrar and the Noteholder agree).

In the case of payments made by electronic transfer, payments will for all purposes be taken to be made when the Australian Registrar gives irrevocable instructions for the making of the relevant payment by electronic transfer, being instructions which would be reasonably expected to result, in the ordinary course of banking business, in the funds transferred reaching the account of the Noteholder on the same day as the day on which the instructions are given.

If a cheque posted or an electronic transfer for which irrevocable instructions have been given by the Australian Registrar is shown, to the satisfaction of the Australian Registrar, not to have reached the Noteholder and the Australian Registrar is able to recover the relevant funds, the Australian Registrar may make such other arrangements as it thinks fit for the effecting of the payment.

Interest will be calculated in the manner specified in Condition 4 above and will be payable to the persons who are registered as Noteholders at the close of business in Sydney on the relevant Record Date and cheques will be made payable to the Noteholder (or, in the case of joint Noteholders, to the first-named) and sent to their registered address, unless instructions to the contrary are given by the Noteholder (or, in the case of joint Noteholders, by all the Noteholders) in such form as may be prescribed by the Australian Registrar. Payments of principal will be made to, or to the order of, the persons who are registered as Noteholders at the close of business in Sydney on the relevant Record

Date, subject, if so directed by the Australian Registrar, to receipt from them of such instructions as the Australian Registrar may require.

In this Condition 6(c), Record Date means, in the case of payments of principal or interest, the close of business in Sydney on the date which is the eighth calendar day before the due date of the relevant payment of principal or interest.

(d) Payments in the United States

Notwithstanding the foregoing, if any Bearer Notes are denominated in U.S. dollars, payments in respect thereof may be made at the specified office of any Paying Agent in New York City in the same manner as aforesaid only if (i) the Issuer and the Guarantor shall have appointed Paying Agents with specified offices outside the United States and its possessions with the reasonable expectation that such Paying Agents would be able to make payment of the amounts on the Notes in the manner provided above when due, (ii) payment in full of such amounts at all such offices is illegal or effectively precluded by exchange controls or other similar restrictions on payment or receipt of such amounts and (iii) such payment is then permitted by United States law, without involving, in the opinion of the Issuer or the Guarantor, any adverse tax consequence to the Issuer or the Guarantor.

(e) Payments Subject to Law, etc.

All payments are subject in all cases to any applicable fiscal or other laws, regulations and directives, but without prejudice to the provisions of Condition 7. No commission or expenses shall be charged to the holders of Notes or Couponholders in respect of such payments.

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

(f) Appointment of Agents

As applicable, the Fiscal Agent, each Paying Agent, the Registrar, each Transfer Agent, the Calculation Agent, the Representative (if applicable) and the Australian Registrar initially appointed by the Issuer and the Guarantor and their respective specified offices are listed below or in the applicable Final Terms. The Fiscal Agent, each Paying Agent, the Registrar, each Transfer Agent, the Calculation Agent and the Australian Registrar act solely as agents or, as the case may be, registrars of the Issuer and the Guarantor and do not assume any obligation or relationship of agency or trust for or with any holder. The Issuer and the Guarantor reserve the right at any time to vary or terminate the appointment of the Fiscal Agent, any other Paying Agent, the Calculation Agent, the Registrar, any Transfer Agent, the Representative (if applicable) or the Australian Registrar and to appoint additional or other agents or a Noteholder representative (where applicable) (any of which may be the Issuer, an affiliate of the Issuer, the Guarantor or an affiliate of the Guarantor) PROVIDED THAT the Issuer and the Guarantor will at all times maintain (i) a Fiscal Agent, (ii) a Principal Paying Agent in respect of FDIC Guaranteed Notes, (iii) at any time at which any Registered Note is outstanding, a Registrar or, in the case of Australian Domestic Notes, an Australian Registrar in relation thereto, (iv) at any time at which any Registered Note (other than an

Australian Domestic Note) is outstanding, a Transfer Agent in relation thereto, (v) a Calculation Agent where the Conditions so require one, (vi) Paying Agents having a specified office in at least two major European cities (including Luxembourg so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such exchange so require) and (vii) such other agents as may be required by the rules of any other stock exchange on which the Notes may be listed.

In addition, the Issuer and the Guarantor shall forthwith appoint a Paying Agent in New York in respect of any Bearer Notes denominated in U.S. dollars in the circumstances described in Condition 6(d) above.

Each of the Issuer and the Guarantor also undertakes that it will maintain a Paying Agent in a Member State of the European Union that will not be obliged to withhold or deduct tax pursuant to EC Council Directive 2003/48/EC unless to do so either would be unduly onerous or impracticable or is no longer market practice, in each case in the determination of the Issuer.

Notice of any such change or any change of any specified office of the Fiscal Agent, any other Paying Agent, any Transfer Agent or the Registrar will promptly be given to the Noteholders in accordance with Condition 13.

(g) Unmatured Coupons and Receipts and unexchanged Talons

(i) Unless the applicable Final Terms provides that the related Coupons are to become void upon the due date for redemption of the Notes, Bearer Notes should be surrendered for payment together with all unmatured Coupons (if any) appertaining thereto, failing which an amount equal to the face value of each missing unmatured Coupon (or, in the case of payment not being made in full, that proportion of the amount of such missing unmatured Coupon which the sum of principal so paid bears to the total principal due) will be deducted from the Redemption Amount due for payment. Any amount so deducted will be paid in the manner mentioned above against surrender of such missing Coupon within a period of five years from the Relevant Date for the payment of such principal (whether or not such Coupon has become void pursuant to Condition 8).

(ii) If the applicable Final Terms so provides, upon the due date for redemption of any Bearer Note, unmatured Coupons relating to such Note (whether or not attached) shall become void and no payment shall be made in respect of them.

(iii) Upon the due date for redemption of any Bearer Note, any unexchanged Talon relating to such Note (whether or not attached) shall become void and no Coupon shall be delivered in respect of such Talon.

(iv) Upon the due date for redemption of any Bearer Note which is redeemable in instalments, all Receipts relating to such Note having an Instalment Date falling on or after such due date (whether or not attached) shall become void and no payment shall be made in respect of them.

(v) If the applicable Final Terms provides that the related Coupons are to become void upon the due date for redemption of those Notes and any Bearer Note is presented for redemption without all unmatured Coupons and any unexchanged Talon relating to it, redemption shall be made only against the provisions of such indemnity as the Issuer may require.

(vi) If the due date for redemption of any Note is not a due date for payment of interest, interest accrued from the preceding due date for payment of interest or the Interest Commencement Date, as the case may be, shall only be payable against presentation (and surrender if appropriate) of the relevant Bearer Note or Certificate representing it, as the case may be.

Interest accrued on a Note which only bears interest after its Maturity Date shall be payable on redemption of such Note against presentation of the relevant Note or Certificate representing it, as the case may be.

(h) Talons

On or after the Interest Payment Date for the final Coupon forming part of a Coupon sheet issued in respect of any Bearer Note, the Talon forming part of such Coupon sheet may be surrendered at the specified office of the Fiscal Agent in exchange for a further Coupon sheet (and if necessary another Talon for a further Coupon sheet) (but excluding any Coupons which may have become void pursuant to Condition 8).

(i) Payment Days

If any date for payment in respect of any Note, Receipt or Coupon is not a Payment Day, the holder shall not be entitled to payment until the next following Payment Day nor to any interest or other sum in respect of such postponed payment. In this paragraph, Payment Day means a day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the relevant place of presentation and in London and such jurisdictions as shall be specified as "Business Day Jurisdictions" in the applicable Final Terms and:

(i) (in the case of a payment in a currency other than Euro) where payment is to be made by transfer to an account maintained with a bank in the relevant currency, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of such relevant currency; or

(ii) (in the case of a payment in Euro) a day which is a TARGET Business Day.

(j) Physical Delivery

THIS CONDITION 6(j) ONLY APPLIES TO NOTES REPRESENTED BY A GLOBAL NOTE OR GLOBAL CERTIFICATE HELD ON BEHALF OF EUROCLEAR AND CLEARSTREAM, LUXEMBOURG. IF THE NOTES ARE ISSUED IN DEFINITIVE FORM THE ISSUER SHALL MAKE SUCH CHANGES TO THIS PROVISION AS IT DEEMS APPROPRIATE AND SHALL GIVE NOTICE TO THE HOLDERS IN ACCORDANCE WITH CONDITION 13.

(i) Asset Transfer Notices

In relation to Physical Delivery Notes, in order to obtain delivery of the Entitlement(s) in respect of any Note, the relevant holder must deliver to Clearstream, Luxembourg or Euroclear (each a Clearing System), as the case may be, not later than 10.00 a.m. (local time) on the date (the Cut-off Date) falling three Business Days prior to the Delivery Date (as defined below), with a copy to the Fiscal Agent, a duly completed asset transfer notice (an Asset Transfer Notice) in the form set out in the Fiscal Agency Agreement in accordance with the provisions set out in this Condition.

Copies of the Asset Transfer Notice may be obtained during normal business hours from the specified office of each Paying Agent.

An Asset Transfer Notice may only be delivered in such manner as is acceptable to the relevant Clearing System, which is expected to be by authenticated SWIFT message.

The Asset Transfer Notice shall:

(A) specify the name, address and contact telephone number of the relevant Noteholder and the person from whom the Issuer may obtain details for the delivery of the Entitlement;

(B) specify the Series number of the Notes and the principal amount of the Notes which is the subject of such notice;

(C) specify the number of the Noteholder's securities account at the relevant Clearing System to be debited with such Notes;

(D) irrevocably instruct the relevant Clearing System to debit the relevant Noteholder's securities account with the relevant Notes on or before the Maturity Date;

(E) include an undertaking to pay all Expenses and a confirmation that the delivery of the Entitlement is subject, inter alia, as provided in Condition 6(j)(iii) and either

(1) an authority to the relevant Clearing System to debit a specified account of the Noteholder with the relevant Clearing System in respect thereof and to pay such Expenses or (2) an authority to the Issuer either to deduct from any cash amount owing to the Noteholder an amount sufficient to pay such Expenses and to pay on behalf of the Noteholder such Expenses or to convert such amount of the Entitlement due to be delivered to such Noteholder as is necessary to pay such Expenses and to pay on behalf of the Noteholder such Expenses, as referred to in Condition 6(j)(iii) below, and a confirmation that delivery of any Entitlement is subject as provided below;

(F) include such details as are required by the applicable Final Terms for delivery of the Entitlement which may include account details and/or the name and address of any person(s) into whose name evidence of the Entitlement is to be registered and/or any bank, broker or agent to whom documents evidencing the Entitlement are to be delivered and specify the name and number of the Noteholder's account with the relevant Clearing System to be credited with any cash payable by the Issuer, either in respect of any cash amount constituting (1) the Entitlement or any Fractional Entitlement (if applicable) or (2) any dividends relating to the Entitlement or (3) as a result of the occurrence of a Settlement Disruption Event and the Issuer electing to pay the Disruption Cash Redemption Amount or (4) as a result of the occurrence of a Failure to Deliver due to Illiquidity and the Issuer electing to pay the Failure to Deliver Redemption Amount or (5) as a result of the Issuer electing to pay the Alternate Cash Redemption Amount;

(G) certify that the beneficial owner of each Note is not a U.S. person (as defined in the Asset Transfer Notice), the Note is not being redeemed within the United States or on behalf of a U.S. person and no cash, securities or other property have been or will be delivered within the United States or to, or for the account or benefit of, a U.S. person in connection with any redemption thereof; and

(H) authorise the production of such certification in any applicable administrative or legal proceedings,

all as provided in the Fiscal Agency Agreement. As used above:

Entitlement means, in relation to a Physical Delivery Note, the quantity of the Relevant Asset or the Relevant Assets, as the case may be, which a Noteholder is entitled to receive on the Maturity Date in respect of each Calculation Amount following payment of any Expenses as provided herein and rounded down as provided in Condition 6(j)(iv), as determined by the Calculation Agent, including any documents evidencing such Entitlement.

Expenses means all costs, taxes, duties and/or expenses, including any applicable depositary charges, transaction or exercise charges, stamp duty, stamp duty reserve tax, issue, registration, securities transfer, withholding taxes or tax on income profits or gains and/or other costs, duties or taxes arising from the delivery of the Entitlement(s).

If Condition 6(k) applies, the form of Asset Transfer Notice required to be delivered will be different from that set out above. Copies of such Asset Transfer Notice may be obtained during normal business hours from the specified office of each Paying Agent.

(ii) Verification of the Holder

Upon receipt of an Asset Transfer Notice, the relevant Clearing System shall verify that the person specified therein as the accountholder is the holder of the Notes described therein according to its records. Subject thereto, the relevant Clearing System will confirm to the Fiscal Agent the Series number and principal amount of Notes the subject of such notice, the relevant account details and the details for the delivery of the Entitlement(s) in respect of each Note the subject of such notice. Upon receipt of such confirmation, the Fiscal Agent will inform the Issuer thereof. The relevant Clearing System will on or before the Maturity Date debit the securities account of the relevant Noteholder with the relevant Notes.

(iii) Determinations and Delivery

Any determination as to whether an Asset Transfer Notice is duly completed and in proper form shall be made by the relevant Clearing System in consultation with the Fiscal Agent, and shall be conclusive and binding on the Issuer, the Fiscal Agent and the relevant Noteholder. Subject as set out below, any Asset Transfer Notice so determined to be incomplete or not in proper form, or which is not copied to the Fiscal Agent immediately after being delivered or sent to the relevant Clearing System as provided in Condition 6(j)(i) above, shall be null and void.

If such Asset Transfer Notice is subsequently corrected to the satisfaction of the relevant Clearing System in consultation with the Fiscal Agent, it shall be deemed to be a new Asset Transfer Notice submitted at the time such correction was delivered to the relevant Clearing System and the Fiscal Agent.

The Issuer shall use reasonable endeavours promptly to notify the Noteholder submitting an Asset Transfer Notice if it has been determined, as provided above, that such Asset Transfer Notice is incomplete or not in proper form. In the absence of negligence or wilful misconduct on its part, none of the Issuer, the Guarantor, the Agents and the relevant Clearing System shall be liable to any person with respect to any action taken or omitted to be taken by it in connection with such determination or the notification of such determination to a Noteholder.

No Asset Transfer Notice may be withdrawn after receipt thereof by the relevant Clearing System, as provided above. After delivery of an Asset Transfer Notice, the relevant Noteholder may not transfer the Notes which are the subject of such notice.

Subject as provided herein and subject to the payment of any Expenses, the Entitlement will be delivered at the risk of the relevant Noteholder, in the manner provided below on the Maturity Date (such date, subject to adjustment in accordance with this Condition, the Delivery Date), PROVIDED THAT the Asset Transfer Notice is duly delivered to the relevant Clearing System with a copy to the Fiscal Agent, as provided above on or prior to the Cut-off Date.

If a Noteholder fails to give an Asset Transfer Notice as provided herein with a copy to the Fiscal Agent, on or prior to the Cut-off Date, then the Entitlement will be delivered as soon as practicable after the Maturity Date (in which case, such date of delivery shall be the Delivery Date) at the risk of such Noteholder in the manner provided below. For the avoidance of doubt, in such circumstances such Noteholder shall not be entitled to any payment, whether of interest or otherwise, as a result of such Delivery Date falling after the Maturity Date and no liability in respect thereof shall attach to the Issuer.

If a Noteholder fails to give an Asset Transfer Notice as provided herein with a copy to the Fiscal Agent, on or prior to the date falling 180 days after the Cut-off Date, then the Issuer's and the Guarantor's obligations in respect of the Notes held by such Noteholder for which no Asset Transfer Notice has been given shall be discharged and the Issuer and the Guarantor shall have no further liability in respect thereof.

The Issuer or, as the case may be, the Guarantor shall, at the risk of the relevant Noteholder, deliver or procure the delivery of the Entitlement for each Note, pursuant to the details specified in the Asset Transfer Notice or in such commercially reasonable manner as the Calculation Agent shall determine and notify to the person designated by the Noteholder in the relevant Asset Transfer Notice. All Expenses arising from the delivery of the Entitlement in respect of such Notes shall be for the account of the relevant Noteholder and no delivery of the Entitlement shall be made until all Expenses have been paid to the satisfaction of the Issuer or, as the case may be, the Guarantor by the relevant Noteholder. Any such Expenses shall either be:

(A) paid to the Issuer by such Noteholder prior to the delivery of the Entitlement; or

(B) be deducted by the Issuer from any cash amount owing to such Noteholder and paid by the Issuer on behalf of the Noteholder or paid by the Issuer on behalf of such Noteholder by converting such amount of the Entitlement as necessary to pay the Expenses,

as specified by the Noteholder in the relevant Asset Transfer Notice.

If any Expenses are not paid by a Noteholder pursuant to the above, the relevant Noteholder shall be deemed to authorise the Issuer to convert and the Issuer may convert such amount of the Entitlement into cash sufficient to cover the Expenses in respect of the relevant Note from which the Issuer shall deduct such Expenses. The Issuer's obligation in respect of each Note will be satisfied in relation to the Maturity Date by delivery of the remaining Entitlement in respect of such Note.

All deliveries will be subject in all cases to any fiscal or other laws and regulations applicable thereto in the place of delivery.

(iv) General

Notes held by the same Noteholder will be aggregated for the purpose of determining the aggregate Entitlements in respect of such Notes, PROVIDED THAT, the aggregate

Entitlements in respect of the same Noteholder will be rounded down to the nearest whole Tradeable Amount of the Relevant Asset or each of the Relevant Assets, as the case may be, in such manner as the Calculation Agent shall determine. Therefore, fractions or numbers of the Relevant Asset or of each of the Relevant Assets, as the case may be, less than the relevant Tradeable Amount (the Fractional Entitlement) will not be delivered and no cash or other adjustment will be made in respect thereof unless "Cash Adjustment" is specified as applicable in the applicable Final Terms. If "Cash Adjustment" is specified as applicable in the applicable Final Terms, the Issuer shall pay to the relevant Noteholder a cash amount in the Specified Currency (to be paid at the same time as delivery of the Entitlement) equal to the value (as determined by the Calculation Agent) of such Fractional Entitlement, calculated as specified in the applicable Final Terms.

Following the Delivery Date in respect of a Note where the Entitlement(s) includes shares, all dividends on the relevant shares to be delivered will be payable to the party that would receive such dividend according to market practice for a sale of the relevant shares executed on the Delivery Date and to be delivered in the same manner as such relevant shares. Any such dividends to be paid to a Noteholder will be paid to the account specified by the Noteholder in the relevant Asset Transfer Notice as referred to in Condition 6(j)(i).

If any Entitlement is delivered later than the date on which delivery would otherwise have taken place as provided herein, the Issuer or any person acting on behalf of the Issuer shall continue to be the legal owner of the assets comprising the Entitlement (the Intervening Period). None of the Issuer, the Guarantor and any other person shall at any time (A) be under any obligation to deliver or procure delivery to any Noteholder any letter, certificate, notice, circular or any other document or, except as provided herein, any payment whatsoever received by that person in its capacity as the holder of such assets, (B) be under any obligation to exercise or procure exercise of any or all rights attaching to such assets or

(C) be under any liability to a Noteholder in respect of any loss or damage which such Noteholder may sustain or suffer as a result, whether directly or indirectly, of that person being registered during such Intervening Period as legal owner of such assets.

None of the Issuer, the Guarantor and the Agents shall under any circumstances be liable for any acts or defaults of Euroclear or Clearstream, Luxembourg in relation to the performance of its duties in relation to the Notes.

(v) Settlement Disruption

If, in the opinion of the Calculation Agent, delivery of the Entitlement using the Delivery Method specified in the applicable Final Terms or such other commercially reasonable manner as the Calculation Agent has determined is not practicable by reason of a Settlement Disruption Event subsisting on the Maturity Date, then the Delivery Date shall be postponed to the first following Settlement Business Day in respect of which there is no such Settlement Disruption Event, PROVIDED THAT, the Issuer may elect to satisfy its obligations in respect of the relevant Note by delivering the Entitlement using such other commercially reasonable manner as it may select and in such event the Delivery Date shall be such day as the Issuer deems appropriate in connection with delivery of the Entitlement in such other commercially reasonable manner. For the avoidance of doubt, where a Settlement Disruption Event affects some but not all of the Relevant Assets comprising the Entitlement, the Delivery Date for the Relevant Assets not affected by the Settlement Disruption Event will be the originally designated Delivery Date. For so long as delivery of the Entitlement is not practicable by reason of a Settlement Disruption Event, then in lieu of physical settlement and notwithstanding any other provision hereof the Issuer may elect to satisfy its obligations in respect of the relevant Note by payment to the relevant Noteholder of the Disruption Cash Redemption Amount on the fifth Business Day following the date

that notice of such election is given to the Noteholders in accordance with Condition 13. Payment of the Disruption Cash Redemption Amount will be made in such manner as shall be notified to the Noteholders in accordance with Condition 13. The Calculation Agent shall give notice as soon as practicable to the Noteholders in accordance with Condition 13 that a Settlement Disruption Event has occurred. No Noteholder shall be entitled to any payment in respect of the relevant Note in the event of any delay in the delivery of the Entitlement due to the occurrence of a Settlement Disruption Event and no liability in respect thereof shall attach to the Issuer.

For the purposes hereof:

Disruption Cash Redemption Amount, in respect of any relevant Note, shall be the fair market value of such Note on a day selected by the Issuer (taking into account, where the Settlement Disruption Event affected some but not all of the Relevant Assets comprising the Entitlement and such non-affected Relevant Assets have been duly delivered as provided above, the value of such Relevant Assets), less the cost to the Issuer and/or its Affiliates of unwinding any underlying related hedging arrangements, all as determined by the Issuer;

Settlement Business Day in respect of each Note, has the meaning specified in the applicable Final Terms relating to such Note; and

Settlement Disruption Event means, in the opinion of the Calculation Agent, an event beyond the control of the Issuer as a result of which the Issuer cannot make delivery of the Relevant Asset(s) using the Delivery Method specified in the applicable Final Terms.

(vi) Failure to Deliver due to Illiquidity

If "Failure to Deliver due to Illiquidity" is specified as applying in the applicable Final Terms and in the opinion of the Calculation Agent, it is impossible or impracticable to deliver, when due, some or all of the Relevant Assets (the Affected Relevant Assets) comprising the Entitlement, where such failure to deliver is due to illiquidity in the market for the Relevant Assets (a Failure to Deliver), then:

(A) subject as provided elsewhere in the Conditions, any Relevant Assets which are not Affected Relevant Assets, will be delivered on the originally designated Maturity Date in accordance with this Condition 6(j); and

(B) in respect of any Affected Relevant Assets, in lieu of physical settlement notwithstanding any other provision hereof the Issuer may elect to satisfy its obligations in respect of the relevant Note by payment to the relevant Noteholder of the Failure to Deliver Redemption Amount on the fifth Business Day following the date that notice of such election is given to the Noteholders in accordance with Condition 13. Payment of the Failure to Deliver Redemption Amount will be made in such manner as shall be notified to the Noteholders in accordance with Condition 13. The Issuer shall give notice as soon as practicable to the Noteholders in accordance with Condition 13 that the provisions of this Condition 6(j)(vi) apply.

For the purposes hereof, Failure to Deliver Redemption Amount in respect of any relevant Note shall be the fair market value of the Affected Relevant Assets on a day selected by the Issuer, less the cost to the Issuer and/or its Affiliates of unwinding any underlying related hedging arrangements, all as determined by the Issuer in its sole and absolute discretion.

(k) Variation of Settlement

If the applicable Final Terms indicate that the Issuer has an option to vary settlement in respect of the Notes, the Issuer may, elect not to pay the relevant Noteholders the Redemption Amount or to deliver or procure delivery of the Entitlement to the relevant Noteholders, as the case may be, but, in lieu thereof to deliver or procure delivery of the Entitlement or make payment of the Redemption Amount on the Maturity Date to the relevant Noteholders, as the case may be. Notification of such election will be given to Noteholders in accordance with Condition 13.

(l) Issuer's Option to Substitute Assets or to pay the Alternate Cash Redemption Amount

The Issuer may, in respect of Physical Delivery Notes, if the Calculation Agent determines that the Relevant Asset or Relevant Assets, as the case may be, comprises shares which are not freely tradeable, elect either (i) to substitute for the Entitlement (or part thereof), an equivalent value (as determined by the Calculation Agent of such other shares which the Calculation Agent determines are freely tradeable (the Substitute Asset or the Substitute Assets, as the case may be) or (ii) not to deliver or procure the delivery of the Entitlement or the Substitute Asset or the Substitute Assets, as the case may be, to the relevant Noteholders, but in lieu thereof to make payment to the relevant Noteholder on the Maturity Date of an amount equal to the fair market value of the Entitlement (or part thereof) as determined by the Calculation Agent at such time and by reference to such sources as it considers appropriate (the Alternate Cash Redemption Amount). Notification of any such election will be given to Noteholders in accordance with Condition 13.

For purposes hereof, a freely tradeable share shall mean (i) with respect to the United States, a share which is registered under the United States Securities Act of 1993, as amended (the Securities Act) or not restricted under the Securities Act and which is not purchased from the issuer of such share and not purchased from an affiliate of the issuer of such share or which otherwise meets the requirements of a freely tradeable share for purposes of the Securities Act, in each case, as determined by the Calculation Agent or (ii) with respect to any other jurisdiction, a share not subject to any legal restrictions on transfer in such jurisdiction.

(m) Rights of Noteholders and Calculations

None of the Issuer, the Guarantor, the Calculation Agent and the Agents shall have any responsibility for any errors or omissions in the calculation of any Redemption Amount or of any Entitlement.

The purchase of Notes does not confer on any holder of such Notes any rights (whether in respect of voting, distributions or otherwise) attaching to any Relevant Asset.

7. Taxation

The Issuer and the Guarantor will, subject to the exceptions and limitations set forth below, pay as additional interest to the holder of any Note, Receipt or Coupon that is a Non-U.S. Holder such amounts as may be necessary so that every net payment on such Note, Receipt or Coupon, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon or as a result of such payment by the United States (or any political subdivision or taxing authority thereof or therein), will not be less than the amount provided in such Note, Receipt or Coupon to be then due and payable. However, neither the Issuer nor the Guarantor will be required to make any such payment of additional interest for or on account of:

(a) any tax, assessment or other governmental charge that would not have been imposed but for

(i) the existence of any present or former connection between such holder (or between a fiduciary, settlor or beneficiary of, or a person holding a power over, such holder, if such

holder is an estate or a trust, or a member or shareholder of such holder, if such holder is a partnership or corporation) and the United States, including, without limitation, such holder (or such fiduciary, settlor, beneficiary, person holding a power, member or shareholder) being or having been a citizen or resident thereof or being or having been engaged in trade or business or present therein or having or having had a permanent establishment therein or

(ii) such holder's past or present status as a personal holding company or private foundation or other tax-exempt organisation with respect to the United States or as a corporation that accumulates earnings to avoid United States federal income tax;

(b) any estate, inheritance, gift, sales, transfer or personal property tax or any similar tax, assessment or other governmental charge;

(c) any tax, assessment or other governmental charge that would not have been imposed but for the presentation by the holder of a Note, Receipt, Coupon or the Deed of Guarantee for payment more than 15 days after the date on which such payment became due and payable or on which payment thereof was duly provided for, whichever occurs later (the Relevant Date);

(d) any tax, assessment or other governmental charge that is payable otherwise than by deduction or withholding from a payment on a Note, Receipt, Coupon or the Deed of Guarantee;

(e) any tax, assessment or other governmental charge required to be deducted or withheld by any Paying Agent from a payment on a Note, Receipt, Coupon or the Deed of Guarantee if such payment can be made without such deduction or withholding by any other Paying Agent;

(f) any tax, assessment or other governmental charge that would not have been imposed but for a failure to comply with applicable certification, documentation, information or other reporting requirement concerning the nationality, residence, identity or connection with the United States of the holder or beneficial owner of a Note, Receipt, Coupon or the Deed of Guarantee if, without regard to any tax treaty, such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such tax, assessment or other governmental charge;

(g) any tax, assessment or other governmental charge imposed on a holder that actually or constructively owns 10 per cent. or more of the combined voting power of all classes of stock of the Issuer or, as the case may be, the Guarantor as described in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986 (the Code), that is a bank receiving interest described in Section 881(c)(3)(A) of the Code, that receives contingent interest described in Section 871(h)(4) of the Code or that is a controlled foreign corporation related to the Issuer or, as the case may be, the Guarantor through stock ownership as described in Section 881(c)(3)(C) of the Code;

(h) a payment on a Note, Receipt, Coupon or the Deed of Guarantee to a holder that is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled to the additional interest had such beneficiary, settlor, member or beneficial owner been the holder of such Note, Receipt, Coupon or the Deed of Guarantee; or

(i) any tax, assessment or other governmental charge imposed on a payment to an individual and required to be made pursuant to EC Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26 and 27

November 2000 on the taxation of savings income relating to the proposal for or any law implementing or complying with, or introduced in order to conform to, such Directive.

References in the Conditions to (a) principal shall be deemed to include any premium payable in respect of the Notes, any Instalment Amount, Redemption Amount, Amortised Face Amount and all other amounts in the nature of principal payable pursuant to Condition 5 or the provisions of the applicable Final Terms, (b) interest shall be deemed to include all Interest Amounts and all other amounts in the nature of interest payable pursuant to Condition 4 or the provisions of the applicable Final Terms and (c) in any context, the payment of the principal of (or premium, if any) or interest on any Note or payment with respect to any Receipt or Coupon, such mention shall be deemed to include mention of the payment of additional interest provided for in this Condition 7 to the extent that, in such context, additional interest is, was or would be payable in respect thereof pursuant to the provisions of this Condition 7 and express mention of the payment of additional interest (if applicable) in any provisions hereof shall not be construed as excluding additional interest in those provisions hereof where such express mention is not made.

8. Prescription

Claims against the Issuer for payment in respect of the Notes and any Receipts and Coupons shall be prescribed and become void unless made within ten years (in the case of principal) or five years (in the case of interest) from the appropriate Relevant Date (as defined in Condition 7) in respect thereof.

9. Events of Default

(a) Subject as provided in Condition 19, if applicable, Event of Default wherever used herein with respect to the Notes means any one of the following events:

(i) default in the payment of any interest upon any Note or any payment with respect to the Coupons, if any, when it becomes due and payable, and continuance of such default for a period of 30 days; or

(ii) default in the payment of the principal of any Note at its due date or default in the delivery of any Entitlement in respect of any Note at its due date, and continuance of any such default for a period of ten days; or

(iii) default in the performance, or breach, of any covenant of the Issuer or the Guarantor in the Conditions or the Fiscal Agency Agreement (other than a covenant a default in whose performance or whose breach is elsewhere in this Condition 9 specifically dealt with) or the Guarantor under the Deed of Guarantee, and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Issuer or the Guarantor by the holders of at least 25 per cent. in principal amount of the Outstanding Notes, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; or

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

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

(vi) the Deed of Guarantee ceases to be, or is claimed by the Guarantor not to be, in full force and effect. For the avoidance of doubt, for the purposes of this provision, the Deed of Guarantee shall be deemed not to have ceased to be in full force and effect in circumstances where a substitution of the Guarantor is effected in accordance with Condition 15.

(b) Subject as provided in Condition 19, if applicable, if an Event of Default with respect to the Notes at the time Outstanding occurs and is continuing, then in every such case the holders of not less than 25 per cent. in principal amount of the Outstanding Notes may declare the Notes, by a notice in writing to the Issuer and the Guarantor (and to the Fiscal Agent in the case of Notes other than Australian Domestic Notes), to be immediately due and payable, whereupon each principal amount of the Notes equal to the Calculation Amount shall become due and repayable at the Early Redemption Amount together with, if so specified in the applicable Final Terms, accrued interest. Upon such payment in respect of any Note, all obligations of the Issuer and the Guarantor in respect of such Note shall be discharged.

(c) Outstanding when used with respect to the Notes, means, as of the date of determination, all Notes authenticated and delivered under the Conditions prior to such date, except:

(i) Notes cancelled by the Fiscal Agent or the Australian Registrar (as appropriate) or delivered to the Fiscal Agent for cancellation;

(ii) Notes or portions thereof for whose payment or redemption money in the necessary amount has been deposited with the Fiscal Agent, the Principal Paying Agent or any other Paying Agent or the Australian Registrar in the case of Australian Domestic Notes in accordance with the Fiscal Agency Agreement or the Registry Services Agreement; provided, however, that if such Notes or portions thereof are to be redeemed, notice of such redemption has been duly given pursuant to the Conditions or provision therefor satisfactory to the Fiscal Agent or the Australian Registrar in the case of Australian Domestic Notes has been made; and

(iii) Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to the Conditions, other than any such Notes in respect of which there shall have been presented to the Fiscal Agent proof satisfactory to it that such Notes are held by a bona fide purchaser in whose hands such Notes are valid obligations of the Issuer;

provided, however, that in determining whether the holders of the requisite principal amount of Notes Outstanding have performed any act hereunder, Notes owned by the Issuer or the Guarantor or any person directly or indirectly controlling or controlled by or under direct or indirect common control of the Issuer or the Guarantor shall be disregarded and deemed not to be Outstanding. Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Fiscal Agent or the Australian Registrar (as appropriate) the pledgee's right to act with respect to such Notes and that the pledgee is not the Issuer or the Guarantor or any person directly or indirectly controlling or controlled by or under direct or indirect common control of the Issuer or the Guarantor.

10. Meetings of Noteholders, Modifications and Determinations

(a) Meetings of Noteholders

The Fiscal Agency Agreement or (in the case of Australian Domestic Notes) the Deed Poll contains provisions for convening meetings of holders of Notes to consider any matter affecting their interests, including modification by Extraordinary Resolution (as defined in the Fiscal Agency Agreement or (in the case of Australian Domestic Notes) the Deed Poll) of the Notes (including the Conditions insofar as the same may apply to the Notes) or the Deed of Guarantee as it relates to the Notes. An Extraordinary Resolution duly passed at any such meeting shall be binding on all the holders of the Notes, whether present or not and on all relevant Couponholders, except that any Extraordinary Resolution proposed, inter alia, (i) to amend the dates of maturity or redemption of the Notes, any Instalment Date or any date for payment of interest thereon, (ii) to reduce or cancel the principal amount of the Notes, the Early Redemption Amount, the Redemption Amount or any Instalment Amount, (iii) to reduce the rate or rates of interest in respect of the Notes or to vary the method or basis of calculating the rate or rates or amount of interest, (iv) if a Minimum Interest Rate and/or a Maximum Interest Rate is specified in the applicable Final Terms, to reduce any such Minimum and/or Maximum Interest Rate, (v) to change any method of calculating the Early Redemption Amount or the Redemption Amount, (vi) to change the currency or currencies of payment of the Notes, (vii) to modify the provisions concerning the quorum required at any meeting of holders of Notes or the majority required to pass the Extraordinary Resolution or (viii) to take any steps which as specified in the applicable Final Terms may only be taken following approval by an Extraordinary Resolution to which the special quorum provisions apply, will only be binding if passed at a meeting of the holders of Notes (or at any adjournment thereof) at which a special quorum (provided for in the Fiscal Agency Agreement or (in the case of Australian Domestic Notes) the Deed Poll) is present.

(b) Modifications

Subject as provided in Condition 19, the Issuer and the Guarantor may make, without the consent of the Noteholders or Couponholders:

(i) any modification (except as mentioned above) to, as applicable, the Notes, the Receipts, the Coupons, the Talons, the Fiscal Agency Agreement, the Deed Poll, the Deed of Covenant, the Registry Services Agreement and/or the Deed of Guarantee which is not prejudicial to the interests of the Noteholders (without considering the individual circumstances of any Noteholder or the tax or other consequences of such modification in any particular jurisdiction); or

(ii) any modification to the Notes, the Receipts, the Coupons, the Talons, the Fiscal Agency Agreement, the Deed Poll, the Deed of Covenant, the Registry Services Agreement and/or the Deed of Guarantee which is of a formal, minor or technical nature or is made to correct a manifest error or proven error or to comply with mandatory provisions of the law.

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

Whenever any matter falls to be determined, considered, elected, selected or otherwise decided upon by the Issuer, the Calculation Agent or any other person (including where a matter is to decided by reference to the Issuer or the Calculation Agent's or such other person's opinion), unless otherwise stated in the applicable Final Terms, that matter shall be determined, considered or otherwise

decided upon by the Issuer, the Calculation Agent or such other person, as the case may be, in good faith and in its sole and absolute discretion.

11. Replacement of Notes, Certificates, Receipts, Coupons and Talons

If a Note, Certificate, Receipt, Coupon or Talon is lost, stolen, mutilated, defaced or destroyed, it may be replaced, subject to applicable laws and stock exchange regulations, at the specified office of the Fiscal Agent (in the case of the Bearer Notes, Receipts, Coupons or Talons) or the Registrar (in the case of Registered Notes) or such other Paying Agent or Transfer Agent as may from time to time be designated by the Issuer for the purpose and notice of whose designation is given to holders in accordance with Condition 13, in each case on payment by the claimant of the fees and costs incurred in connection therewith and on such terms as to evidence, security and indemnity (which may provide, inter alia, that if the allegedly lost, stolen or destroyed Note, Certificate, Receipt, Coupon or Talon is subsequently presented for payment or, as the case may be, for exchange for further Coupons, there will be paid to the Issuer on demand the amount payable by the Issuer in respect of such Note, Certificate, Receipt, Coupon or further Coupons) and otherwise as the Issuer may require. Mutilated or defaced Notes, Certificates, Receipts, Coupons or Talons must be surrendered before replacements will be issued.

12. Further Issues

The Issuer may from time to time without the consent of the Noteholders or Couponholders create and issue further notes having the same terms and conditions as the Notes (or the same in all respects save for the amount and date of the first payment of interest thereon) PROVIDED THAT, for the avoidance of doubt, references in the Conditions of such Notes to "Issue Date" shall be to the first issue date of the Notes and so that the same shall be consolidated and form a single Series with such Notes, and references in the Conditions to "Notes" shall be construed accordingly.

13. Notices

All notices to the holders of Registered Notes will be deemed validly given if mailed to them at their respective addresses in the Register and any such notice will be deemed to have been given on the fourth weekday (being a day other than a Saturday or a Sunday) after the date of mailing. With respect to Registered Notes listed on the Luxembourg Stock Exchange and so long as the rules of that exchange so require, any notices to holders must be published in a daily leading newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or on the website of the Luxembourg Stock Exchange and any such notice will be deemed validly given on the date of such publication or, if published more than once or on different dates, on the date of first publication as provided above.

In addition, notices regarding Australian Domestic Notes shall also be published in a leading daily newspaper of general circulation in Australia. It is expected that such notices will normally be published in The Australian Financial Review. Any such notice will be deemed validly given on the date of such publication or, if published more than once or on different dates, on the date of first publication as provided above.

Notices to the holders of Bearer Notes will be deemed to be validly given if published in a daily newspaper of general circulation in London (which is expected to be the Financial Times) and in the case of any Notes which are listed on the Luxembourg Stock Exchange (so long as such Notes are listed on the Luxembourg Stock Exchange and the rules of that exchange so require), in a daily leading newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or on the website of the Luxembourg Stock Exchange. If any such publication is not practicable, notice will be validly given if published in another leading daily English language newspaper of general circulation in Europe. Any such notice shall be deemed to have been given on

the date of such publication or, if published more than once or on different dates, on the date of first publication as provided above.

Couponholders shall be deemed for all purposes to have notice of the contents of any notice to the holders of Bearer Notes in accordance with this Condition.

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

Notices to be given by any Noteholder shall be in writing and given by lodging the same, together (in the case of any Note in definitive form) with the relative Note or Notes, with the Fiscal Agent. Whilst any of the Notes are represented by a Global Note, such notice may be given by any Noteholder to the Fiscal Agent through Euroclear and/or Clearstream, Luxembourg, as the case may be, in such manner as the Fiscal Agent and Euroclear and/or Clearstream, Luxembourg, as the case may be, may approve for this purpose.

14. Consolidation or Merger

(a) The Issuer shall not consolidate with or merge into any other corporation or convey, transfer or lease its properties and assets substantially as an entirety to any Person (as defined below), unless:

(i) the corporation formed by such consolidation or into which the Issuer is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Issuer substantially as an entirety (the successor corporation) shall be a corporation organised and existing under the laws of the United States or any political subdivision thereof and shall, by taking such action as may be required to be taken were such successor corporation the Substitute for the purposes of Condition 15, expressly assume the due and punctual payment of the principal of on all the Notes and any Receipts or Coupons and the performance of the Conditions on the part of the Issuer to be performed or observed;

(ii) if the Notes are listed or traded on any stock exchange, each such stock exchange shall have confirmed that, following the proposed substitution of the Substitute, the Notes will continue to be listed or traded on such stock exchange.

For the purposes of the Conditions Person means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, estate, incorporated organisation or government or agency or any political subdivision thereof.

(b) Upon any consolidation with or merger into any other corporation, or any conveyance, transfer or lease of the properties and assets of the Issuer substantially as an entirety in accordance with Condition 14(a) above, the successor corporation formed by such consolidation or into which the Issuer is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer with the same effect as if such successor corporation had been named as the Issuer herein, and thereafter, except in the case of a lease, the predecessor corporation shall be relieved of all obligations and covenants under the Conditions, the Notes, any Receipts or Coupons, the Deed of Covenant and the Fiscal Agency Agreement or the Registry Services Agreement (as appropriate).

15. Substitution of the Issuer and the Guarantor

(a) Either the Issuer or the Guarantor may, at any time, without the consent of the Noteholders or the Couponholders, substitute for itself any company which is, on the date of such substitution and in the opinion of the Issuer or the Guarantor, as the case may be, of at least the equivalent standing and creditworthiness to the Issuer or the Guarantor, as the case may be, (the Substitute) subject to:

(i) all actions, conditions and things required to be taken, fulfilled and done (including the obtaining of necessary consents) to ensure that, in the case of a substitution of the Issuer, the Notes, any Receipts, any Coupons and the Deed of Covenant or, in the case of a substitution of the Guarantor, the Deed of Guarantee represent legal, valid and binding obligations of the Substitute having been taken, fulfilled and done, and are in full force and effect;

(ii) the Substitute becoming party to the Fiscal Agency Agreement and, if the Notes are Australian Domestic Notes, the Registry Services Agreement, with any appropriate consequential amendments, as if it had been an original party to the relevant agreement in place of the Issuer or the Guarantor, as the case may be;

(iii) the Substitute and the Issuer having obtained legal opinions from independent legal advisers of recognised standing in the country of incorporation of the Substitute and in England that the obligations of the Substitute, in the case of a substitution of the Issuer, under the Notes, any Receipts, any Coupons and the Deed of Covenant, or, in the case of a substitution of the Guarantor, under the Deed of Guarantee, are legal, valid and binding obligations and that all consents and approvals as aforesaid have been obtained and that the Substitute, the Notes, any Receipts and any Coupons comply with all applicable requirements of the Securities Act;

(iv) each stock exchange on which the Notes are listed confirming that, following the proposed substitution of the Substitute, the Notes will continue to be listed on such stock exchange;

(v) if appropriate, the Substitute appointing a process agent as its agent in England to receive service of process on its behalf in relation to any legal action or proceedings arising out of or in connection with the Notes, any Receipts and any Coupons; and

(vi) the Issuer or the Guarantor, as the case may be, giving at least 30 days' prior notice of the date of such substitution to the holders in accordance with Condition 13.

(b) Upon such substitution, any reference in these Conditions to the Issuer or the Guarantor, as the case may be, shall be deemed to be a reference to the Substitute.

(c) After a substitution pursuant to Condition 15(a), the Substitute may, without the consent of any holder, effect a further substitution. All the provisions specified in Condition 15(a) and 15(b) shall apply mutatis mutandis, and references in these Conditions to the Issuer or Guarantor, as the case may be, shall, where the context so requires, be deemed to be or include references to any such further Substitute.

(d) After a substitution pursuant to Condition 15(a) or 15(c) any Substitute may, without the consent of any holder, reverse the substitution, mutatis mutandis.

(e) For so long as any Notes are listed on a stock exchange, such stock exchange shall be notified of any such consolidation, merger or substitution and the requirements of such stock exchange in respect of such consolidation, merger or substitution shall be complied with (including any requirement to publish a supplement).

16. Redenomination

If Redenomination is specified in the applicable Final Terms as being applicable, the Issuer may, without the consent of the Noteholders or Couponholders, on giving at least 30 days' prior notice to the Noteholders, the Fiscal Agent and the Paying Agents, designate a Redenomination Date, being a date (which in the case of interest bearing Notes shall be a date for payment of interest under the Notes) falling on or after the date on which the country of the Relevant Currency adopts the Euro as its lawful currency in accordance with the Treaty.

With effect from the Redenomination Date, notwithstanding the other provisions of the Conditions:

(a) each Specified Denomination and, in the case of fixed rate Notes, each amount specified on the Coupons will be deemed to be denominated in such amount of Euro as is equivalent to its denomination or the amount of interest so specified in the Relevant Currency at the Established Rate, rounded down to the nearest Euro 0.01;

(b) after the Redenomination Date, all payments in respect of the 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 Relevant 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;

(c) 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 of less than one year, it will be calculated on the basis described as "Actual/Actual (ISDA)" in Condition 4(i);

(d) if the Notes are Floating Rate Notes, the applicable Final Terms will specify any relevant changes to the provisions relating to interest; and

(e) such other changes shall be made to the Conditions as the Issuer may decide, with the agreement of Fiscal Agent, and as may be specified in the notice, to conform them to conventions then applicable to Notes denominated in Euro including but not limited to where the Notes are in global form. Any such other changes will not take effect until after they have been notified to the Noteholders in accordance with Condition 13.

As used in the Conditions:

Established Rate means the rate for conversion of the Relevant Currency (including compliance with rules relating to roundings in accordance with applicable European Community regulations) into Euro established by the Council of the European Union pursuant to Article 1091 (4) of the Treaty.

Redenomination Date means (in the case of interest bearing Notes) any date for payment of interest under the Notes or (in the case of non-interest bearing Notes) any date, in each case specified by the Issuer in the notice given to the Noteholders pursuant to Condition 13 and which falls on or after such date as when the country of the Relevant Currency participates in the third stage of European economic and monetary union pursuant to the Treaty.

Relevant Currency means the currency specified in the applicable Final Terms or, if none is specified, the Specified Currency.

Treaty means the Treaty establishing the European Community, as amended.

None of the Issuer, the Guarantor, the Registrar, the Fiscal Agent and any other Paying Agent will 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.

Determinations by the Issuer or the Fiscal Agent pursuant to this Condition 16 will, in the absence of manifest error, be conclusive and binding on the Issuer, the Guarantor, the Fiscal Agent, the Paying Agents, the Registrar and the Noteholders.

17. Governing Law and Jurisdiction

(a) Governing Law

The Notes, the Receipts, the Coupons and the Talons and any non-contractual obligations arising out of or in connection with them are governed by, and shall be construed in accordance with, English law; except that Australian Domestic Notes, the Deed Poll and the Registry Services Agreement are governed by, and shall be construed in accordance with, the laws in force in New South Wales, Australia.

(b) Jurisdiction

Except in the case of Australian Domestic Notes, the Courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with any Notes, Receipts, Coupons or Talons (including a dispute relating to any non-contractual obligations arising out of or in connection with them) and accordingly any legal action or proceedings arising out of or in connection with any Notes, Receipts, Coupons or Talons (including any legal action or proceedings relating to any non- contractual obligations arising out of or in connection with them) (Proceedings) may be brought in such courts. Except in relation to Australian Domestic Notes, the Issuer irrevocably submits to the jurisdiction of the courts of England and waives any objection to Proceedings in such courts on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. These submissions are made for the benefit of each of the holders of the Notes, Receipts, Coupons and Talons and shall not affect the right of any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not).

In the case of Australian Domestic Notes, the Issuer irrevocably agrees for the benefit of Noteholders that the courts of New South Wales, Australia and courts of appeal from them are to have non-exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Australian Domestic Notes, the Deed Poll or the Registry Services Agreement and that accordingly any suit, action or proceedings arising out of or in connection with the Australian Domestic Notes, the Deed Poll or the Registry Services Agreement (together referred to as Australian Proceedings) may be brought in such courts.

The Issuer has irrevocably waived any objection which it may have now or hereafter to the laying of the venue of any Australian Proceedings in any such court and any claim that any such Australian Proceedings have been brought in an inconvenient forum and has further irrevocably agreed that a judgment in any such Australian Proceedings brought in the courts of New South Wales and courts of appeal from them shall be conclusive and binding upon it and may be enforced in the courts of any other jurisdiction.

The Issuer irrevocably appoints Citigroup Global Markets Limited, Citigroup Centre, Canada Square, Canary Wharf, London X00 0XX to receive, for it and on its behalf, service of process in any

Proceedings in England. Such service shall be deemed completed on delivery to such process agent (whether or not, it is forwarded to and received by the Issuer). If for any reason such process agent ceases to be able to act as such or no longer has an address in London, the Issuer irrevocably agrees to appoint a substitute process agent and shall immediately notify holders of Notes of such appointment in accordance with Condition 13. Nothing shall affect the right to serve process in any manner permitted by law.

For so long as any Australian Domestic Notes are outstanding, the Issuer has appointed the person specified in the applicable Final Terms as its agent for the time being to accept service of process on its behalf in New South Wales in respect of any legal action or proceedings as may be brought in the courts of New South Wales, Australia or the federal courts of Australia. In the event of such person ceasing to act, the Issuer will appoint another agent.

18. Rights of Third Parties

The Notes confer no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of the Notes, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

19. FDIC Guarantee

This Condition 19 is applicable to Registered Notes only if it is specified in the applicable Final Terms as being applicable and so long as the Notes are guaranteed under the FDIC's (as defined below) Temporary Liquidity Guarantee Program.

(a) Acknowledgement of the FDIC's Debt Guarantee Program

The Issuer has not opted out of the debt guarantee program (the Debt Guarantee Program) established by the Federal Deposit Insurance Corporation (FDIC) under its Temporary Liquidity Guarantee Program. As a result, this debt is guaranteed under the FDIC's Temporary Liquidity Guarantee Program and is backed by the full faith and credit of the United States. The details of the FDIC guarantee are provided in the FDIC's regulations, 12 CFR Part 370, and at the FDIC's website, xxx.xxxx.xxx/xxxx. The expiration date of the FDIC's guarantee is the earlier of the maturity date of this debt or 31 December 2012.

(b) Representative

The Bank of New York Mellon is designated under the Notes as the duly authorised representative of the Noteholders for purposes of making claims and taking other permitted or required actions under the Debt Guarantee Program (the Representative). Any Noteholder may elect not to be represented by the Representative by providing written notice of such election to the Representative. Unless a Noteholder has given such notice to the Representative, the Noteholder will not have any right to make claims or take any other action permitted or required under the Debt Guarantee Program.

Upon an uncured failure by the Issuer and the Guarantor to make a timely payment of principal or interest in respect of any Notes (a Payment Default), the Representative, on behalf of all holders of such Notes that are represented by the Representative, shall submit to the FDIC a demand for payment by the FDIC of such unpaid principal and interest, together with proof of such claim and such other documentation as may be required by the FDIC under the Debt Guarantee Program within one New York Business Day of (i) in the case of any payment due by the Issuer and the Guarantor prior to the final maturity or redemption of such Notes, the later of (A) the date on which the

relevant payment was due or (B) the date that any applicable grace period ends and (ii) in the case of any payment due by the Issuer and the Guarantor on the final maturity date or on a redemption date for such Notes, such final maturity date or redemption date. For the purposes hereof: New York Business Day means a day that is not a Saturday or a Sunday or a day on which banks are required or authorised by law to be closed in the State of New York.

(d) Subrogation

The FDIC shall be subrogated to all of the rights of the Noteholders and the Representative under the Notes against the Issuer and the Guarantor in respect of any amounts paid to the Noteholders, or for the benefit of the Noteholders, by the FDIC pursuant to the Debt Guarantee Program.

(e) Agreement to Execute Assignment upon FDIC Guarantee Payment

(i) Unless the relevant Noteholder has exercised its right not to be represented by the Representative, each Noteholder shall be deemed, in so becoming a Noteholder, to have authorised the Representative on its behalf, at such time as the FDIC shall commence making any FDIC guarantee payments to the Representative for the benefit of the Noteholders represented by the Representative pursuant to the Debt Guarantee Program, to execute an assignment in the form set out in the Annex to Schedule 10 to the Fiscal Agency Agreement, pursuant to which the Representative shall assign to the FDIC its right as Representative to receive any and all payments from the Issuer or the Guarantor under the Notes (including its rights in relation to claims in respect thereof in any insolvency proceedings) on behalf of the Noteholders represented by the Representative. Each of the Issuer and the Guarantor hereby consents and agrees that the FDIC is an acceptable transferee for all or any portion of the indebtedness hereunder for all purposes of the Notes and upon any such assignment, the FDIC shall be deemed a holder under the Notes for all purposes hereof, and each of the Issuer and the Guarantor hereby agrees to take such reasonable steps as are necessary to comply with any relevant provision of the Notes as a result of such assignment.

(ii) If any Noteholder has exercised its right not to be represented by the Representative, such Noteholder hereby agrees, at such time as the FDIC shall commence making any FDIC guarantee payments to such Noteholder pursuant to the Debt Guarantee Program, to execute an assignment in the form set out in the Annex to Schedule 10 to the Fiscal Agency Agreement pursuant to which the Noteholder shall assign to the FDIC its right to receive any and all payments from the Issuer or the Guarantor under the Notes (including its rights in relation to claims in respect thereof in any insolvency proceedings). Each of the Issuer and the Guarantor hereby consents and agrees that the FDIC is an acceptable transferee for all or any portion of the indebtedness hereunder for all purposes of the Notes and upon any such assignment, the FDIC shall be deemed a holder under the Notes for all purposes thereof, and each of the Issuer and the Guarantor hereby agrees to take such reasonable steps as are necessary to comply with any relevant provision of such Notes as a result of such assignment.

(f) Surrender of Senior Unsecured Debt Instrument to the FDIC

If at any time on or prior to the expiration of the period during which senior unsecured debt of the Issuer is guaranteed by the FDIC under the Debt Guarantee Program (the Effective Period), payment in full hereunder shall be made pursuant to the Debt Guarantee Program on the outstanding principal and accrued interest to the date of such payment, each Noteholder shall, or each Noteholder shall cause the person or entity in possession to, promptly surrender to the FDIC the security certificate, note or other instrument evidencing the Notes, if any.

(g) Notice Obligations to FDIC of Payment Default

If, at any time prior to the earlier of (i) full satisfaction of the payment obligations hereunder, or

(ii) expiration of the Effective Period, the Issuer and the Guarantor are in default of any payment obligation hereunder, including timely payment of any accrued and unpaid interest, without regard to any grace period, the Representative has covenanted and agreed under the terms of the Fiscal Agency Agreement that it shall provide written notice to the FDIC within one New York Business Day of such payment default.

(h) Ranking

Any indebtedness of the Issuer to the FDIC arising under Section 2.03 of the Master Agreement dated 1 December 2008 entered into by the Issuer and the FDIC in connection with the Debt Guarantee Program will constitute a senior unsecured general obligation of the Issuer, ranking pari passu with any indebtedness hereunder.

(i) No Event of Default during Time of Timely FDIC Guarantee Payments

Notwithstanding Condition 9, there shall not be deemed to be an Event of Default under the Notes which would permit or result in the acceleration of amounts due hereunder, if such an Event of Default is due solely to the failure of the Issuer and the Guarantor to make timely payment hereunder, PROVIDED THAT the FDIC is making timely guarantee payments with respect to the debt obligations hereunder in accordance with Part 370 of title 12 of the United States Code of Federal Regulations (12 CFR Part 370). Therefore, if an Event of Default is due solely to the failure of the Issuer and the Guarantor to make timely payment hereunder and PROVIDED THAT the FDIC is making timely guarantee payments as described above, no Event of Default shall occur or be deemed to occur and neither the Issuer nor the Guarantor shall be considered to be in default and Condition 9 shall be construed accordingly.

(j) No Modifications without FDIC Consent

Without the express written consent of the FDIC, the Issuer, the Guarantor and the Noteholders agree not to amend, modify, or consent to any amendment or modification, supplement or waive any provision of the Notes or the Fiscal Agency Agreement that is related to the principal, interest, payment, default or ranking of the indebtedness hereunder or that is required to be included herein or therein pursuant to the Master Agreement in connection with the Debt Guarantee Program or any other provision, the amendment of which would require the consent of any or all of the Noteholders.

(k) Payments of Guaranteed Amounts to Noteholders

If the Representative receives any amounts from the FDIC for or on behalf of Noteholders pursuant to the Debt Guarantee Program, the Representative shall make, or procure that there are made, payments of principal and interest in accordance with Condition 6, and provided further that a holder of a Registered Note shall not be required to present or surrender any Registered Note Certificate in global or definitive form that has been previously surrendered to the FDIC in accordance with Condition 19(f) and the register kept by the Registrar shall be conclusive evidence of a holder's entitlement to any such payment.

20. General Provisions Applicable to Underlying Linked Notes

(a) Valuing the Underlying

In respect of Underlying Linked Notes, the provisions applicable to valuing each Underlying and to making any adjustment to Valuation Dates or following Adjustment Events are specified in this

Condition 20 and in the Underlying Schedule applicable to such Underlying, as amended and supplemented (where relevant) by the applicable Final Terms.

(b) Underlying Closing Level or Underlying Level on a Valuation Date

The Underlying Closing Level or the Underlying Level (as applicable) of an Underlying on a Valuation Date shall be determined as specified in the Underlying Schedule applicable to such Underlying.

Subject as provided in the Underlying Schedules applicable to the relevant Underlying(s) and unless otherwise specified in the applicable Final Terms, any Specified Valuation Date(s) specified in the applicable Final Terms shall be adjusted in accordance with the following provisions:

(i) The following sub-paragraph shall apply to Notes linked to one Underlying.

If a Specified Valuation Date is not a Scheduled Trading Day for the Underlying, then such Valuation Date shall be the first succeeding day immediately following such Specified Valuation Date which is a Scheduled Trading Day for the Underlying, unless in the opinion of the Calculation Agent such day is a Disrupted Day for the Underlying, in which case Condition 20(d) below or Condition 20(f) below (as applicable) shall apply.

(ii) The following sub-paragraph shall apply to Notes linked to more than one Underlying if "Move In Block" is specified in the applicable Final Terms.

If a Specified Valuation Date is not a Scheduled Trading Day for any Underlying, then such Valuation Date shall be the first succeeding day immediately following such Specified Valuation Date which is a Scheduled Trading Day for all of the Underlyings, unless in the opinion of the Calculation Agent such day is a Disrupted Day for any of the Underlyings, in which case Condition 20(d) below or Condition 20(f) below (as applicable) shall apply.

(iii) The following sub-paragraph shall apply to Notes linked to more than one Underlying if "Value What You Can" is specified in the applicable Final Terms.

If a Specified Valuation Date is not a Scheduled Trading Day for any Underlying, then:

(A) the Valuation Date for each Underlying for which such Specified Valuation Date is a Scheduled Trading Day shall be such Specified Valuation Date, unless in the opinion of the Calculation Agent such day is a Disrupted Day for such Underlying, in which case Condition 20(d) below or Condition 20(f) (as applicable) below shall apply; and

(B) the Valuation Date for each Underlying for which such Specified Valuation Date is not a Scheduled Trading Day shall be the first succeeding day immediately following such Specified Valuation Date which is a Scheduled Trading Day for such affected Underlying, unless in the opinion of the Calculation Agent such day is a Disrupted Day for such Underlying, in which case Condition 20(d) below or Condition 20(f) (as applicable) below shall apply.

(d) Adjustments to Valuation Dates (Disrupted Days and Underlying Closing Levels)

adjusted in accordance with the provisions of Condition 20(c) above) shall be adjusted in accordance with the following provisions:

(i) The following sub-paragraph shall apply to Notes linked to one Underlying, subject as provided in sub-paragraph (iv) below.

If such Specified Valuation Date for such Underlying is a Disrupted Day for such Underlying, then such Valuation Date shall be the earlier of: (I) the first succeeding day immediately following such Specified Valuation Date which is a Scheduled Trading Day and which is not a Disrupted Day for the Underlying; and (II) the Scheduled Trading Day which is the Valuation Roll number of Scheduled Trading Days immediately following such Specified Valuation Date.

(ii) The following sub-paragraph shall apply to Notes linked to more than one Underlying if "Move In Block" is specified in the applicable Final Terms, subject as provided in sub- paragraph (iv) below.

If such Specified Valuation Date is a Disrupted Day for any Underlying, then such Valuation Date shall be the earlier of: (I) the first succeeding day immediately following such Specified Valuation Date which is a Scheduled Trading Day for all the Underlyings and which is not a Disrupted Day for all of the Underlyings; and (II) the Scheduled Trading Day for all the Underlyings which is the Valuation Roll number of Scheduled Trading Days for all the Underlyings immediately following such Specified Valuation Date.

(iii) The following sub-paragraph shall apply to Notes linked to more than one Underlying if "Value What You Can" is specified in the applicable Final Terms, subject as provided in sub-paragraph (iv) below.

If such Specified Valuation Date is a Disrupted Day for any Underlying, then:

(A) if such Specified Valuation Date is not a Disrupted Day for an Underlying, then the Valuation Date for such Underlying shall be such Specified Valuation Date; and

(B) if such Specified Valuation Date is a Disrupted Day for an Underlying, then the Valuation Date for such Underlying shall be the earlier of: (1) the first succeeding day immediately following such Specified Valuation Date which is a Scheduled Trading Day for such Underlying and which is not a Disrupted Day for such Underlying; and (2) the Scheduled Trading Day which is the Valuation Roll number of Scheduled Trading Days for such Underlying immediately following such Specified Valuation Date.

(iv) If the Valuation Date for any Underlying determined as provided above would otherwise fall on a day falling after the second Scheduled Trading Day prior to the date on which a relevant payment is scheduled to be made under the Notes (the Cut-off Valuation Date), such Valuation Date shall be deemed to be the Cut-off Valuation Date (notwithstanding that such date either (A) is not a Scheduled Trading Day for such Underlying; or (B) is a Disrupted Day for such Underlying) and the provisions of Condition 20(e)(ii) below shall apply in respect thereof.

(e) Adjustments to Valuation Dates (Calculation Agent's determination of Underlying Closing Levels)

(i) If the Valuation Date for any Underlying (as determined in accordance with Condition 20(d) above) is a Disrupted Day for such Underlying, then (unless otherwise specified in the Underlying Schedule applicable to such Underlying) the Calculation Agent shall determine

the Underlying Closing Level of such Underlying on such Valuation Date using its good faith estimate of the Underlying Closing Level of such Underlying at the Valuation Time (where relevant) on or for such day.

(ii) If the Valuation Date for any Underlying (as determined in accordance with Condition 20(d)(iv) above) is determined to occur on the Cut-off Valuation Date for such Underlying, then (unless otherwise specified in the Underlying Schedule applicable to such Underlying) the Calculation Agent shall determined the Underlying Closing Level of such Underlying on such Cut-off Valuation Date using its good faith estimate of the Underlying Closing Level of such Underlying at the Valuation Time (where relevant) on or for such day.

(f) Adjustment to Valuation Dates (Disrupted Days and Underlying Levels)

If the Calculation Agent determines that the Underlying Level of an Underlying cannot be determined at any time on any Valuation Date by reason of the occurrence of a Disrupted Day, then (unless otherwise specified in the applicable Final Terms) the Underlying Level at such time on such day shall be disregarded for the purposes of determining any amounts payable and/or deliverable in respect of the Notes.

(g) Adjustment Events

If in the determination of the Calculation Agent any Adjustment Event occurs in respect of an Underlying, then (subject to the provisions of the Underlying Schedule applicable to such Underlying) the Calculation Agent shall (i) make such adjustment to the terms of the Notes as the Calculation Agent determines necessary or appropriate to account for the effect of such Adjustment Event subject to the provisions (if any) of such Underlying Schedule; and (ii) determine the effective date of each such adjustment.

If so specified in the relevant Underlying Schedule, any adjustment(s) made by the Calculation Agent in response to an Adjustment Event may include a substitution of the relevant Underlying or other asset as specified in the Underlying Schedule applicable to the relevant Underlying and the Calculation Agent may make such other adjustments to the terms of the Notes as it deems appropriate in relation to such substitution.

Except in the case of a substitution of an Underlying, the Calculation Agent shall make all adjustments arising from an Adjustment Event in such a way as to ensure that the direct economic link between the Underlying Closing Level or the Underlying Level (as relevant) of each Underlying and the value of the Notes is preserved.

(h) Early Redemption Events

If, in the determination of the Calculation Agent, any Early Redemption Event occurs in respect of an Underlying, then all (but not some only) of the Notes will be redeemed on a day selected by the Issuer, each Calculation Amount being redeemed by payment of an amount equal to the Early Redemption Amount.

(i) Mandatory Early Redemption Events

If "Mandatory Early Redemption Event" is specified as applicable in the applicable Final Terms and a Mandatory Early Redemption Event (as specified in the applicable Final Terms) occurs, then all (but not some only) of the Notes will be redeemed, each Calculation Amount being redeemed by payment of an amount equal to the relevant Mandatory Early Redemption Amount specified in the applicable Final Terms on the relevant Mandatory Early Redemption Date.

Any Mandatory Early Redemption Amount(s) and Mandatory Early Redemption Date(s) shall be as specified in the applicable Final Terms.

(j) Correction of published or announced prices or levels

In the event that any level, price or value (as applicable) of an Underlying for any time on any day which is announced by or on behalf of the person or entity responsible for such publication or announcement and which is used for any calculation or determination made in respect of the Notes is subsequently corrected, and the correction (the Corrected Level) is published by or on behalf of such person or entity within the relevant Correction Period after the original publication (and at least two Business Days prior to the relevant date on which a payment is scheduled to be made under the Notes (the Relevant Scheduled Payment Date)), then such Corrected Level shall be deemed to be the level, price or value for the relevant Underlying for the relevant time on the relevant day and the Calculation Agent shall use such Corrected Level in determining any amounts payable and/or deliverable in respect of the Notes.

Corrections published after the day which is two Business Days prior to the Relevant Scheduled Payment Date shall be disregarded by the Calculation Agent for the purposes of determining any such amounts payable and/or deliverable under the Notes.

(k) Notifications

The Calculation Agent shall notify the Issuer and each Paying Agent of any determination made by it in accordance with this Condition 20 and the action that it proposes to take in respect of any such determination. The Issuer shall notify the Noteholders thereof as soon as reasonably practicable thereafter in accordance with Condition 13. Failure by the Calculation Agent to notify the Issuer or any Paying Agent or failure by the Issuer to notify the Noteholders of any such determination will not affect the validity of any such determination.

(l) Definitions

Additional Adjustment Event means, in respect of an Underlying, each event (if any) specified as such in the Underlying Schedule applicable to such Underlying.

Additional Early Redemption Event means, in respect of an Underlying, each event (if any) specified as such in the Underlying Schedule applicable to such Underlying.

Adjustment Event means, in respect of an Underlying, the occurrence at any time of a Change in Law or the occurrence at any time of any Additional Adjustment Event applicable to such Underlying.

Change in Law means that (a) due to the adoption of or any change in any applicable law, rule, order, directive or regulation (including, without limitation, any tax law), or (b) due to the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation, (including any action taken by a taxing authority), the Calculation Agent determines that (i) holding, acquiring or disposing of any Hedging Position becomes or will become unlawful, illegal or otherwise prohibited in whole or in part, or (ii) the Issuer will incur a materially increased cost in performing its obligations in relation to the Notes (including without limitation due to any increase in tax liability, decrease in tax benefit or other adverse effect on the tax position of any relevant Hedging Party).

Correction Period shall, in respect of an Underlying, have the meaning given to it in the Underlying Schedule applicable to such Underlying.

Early Redemption Event means, in respect of an Underlying, (i) following the occurrence of an Adjustment Event in respect of such Underlying, the Calculation Agent determines that no adjustment or substitution can reasonably be made under Condition 20(g) above to account for the effect of such Adjustment Event, or (ii) the occurrence at any time of any Additional Early Redemption Event applicable to such Underlying.

Electronic Page means, in respect of an Underlying, the electronic page or source specified for such Underlying in the applicable Final Terms, or either (i) any successor electronic page or source or information vendor or provider that has been designated by the sponsor of the original electronic page or source; or (ii) if such sponsor has not officially designated a successor electronic page or source or information vendor or provider, the successor electronic page or source or information vendor or provider designated by the relevant information vendor or provider (if different from such sponsor) or any alternative electronic page or source designated by the Calculation Agent.

Hedging Party means the Issuer and/or any of its Affiliates.

Hedging Position means any one or more of (i) positions or contracts (as applicable) in securities, futures contracts, options contracts, other derivative contracts or foreign exchange; (ii) stock loan transactions; or (iii) other instruments or arrangements (however described) entered into by a Hedging Party in or order to hedge, individually or on a portfolio (or "book") basis, the Notes.

Specified Valuation Date means each date specified as such in the applicable Final Terms.

Underlying means each underlying reference factor specified as such and classified in the applicable Final Terms.

Underlying Closing Level shall, in respect of an Underlying, have the meaning given to it in the Underlying Schedule applicable to such Underlying.

Underlying Level shall, in respect of an Underlying and if applicable, have the meaning given to it in the Underlying Schedule applicable to such Underlying.

Underlying Linked Notes means Notes specified as such in the applicable Final Terms.

Underlying Schedule means, in respect of an Underlying, the schedule that is specified to be applicable to such Underlying as a result of the classification of such Underlying in the applicable Final Terms.

Valuation Date means each Specified Valuation Date, as adjusted in accordance with Condition 20(c), Condition 20(d), Condition 20(f) and/or the applicable Final Terms.

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AVVISO n.7911 10 Maggio 2010 MOT − DomesticMOT

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