Common use of Redemption and Purchase Clause in Contracts

Redemption and Purchase. (A) Unless previously redeemed, converted or purchased and canceled as provided herein, the Company will redeem the Note at its principal amount on June 30, 2006. (i) If as a result of any change in, or amendment to, the laws or regulations of the U.S. or any political sub-division of, or any authority in, or of, the U.S. having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective after the initial issuance of the Note, the Company has or will become obliged to pay additional amounts as provided or referred to in Condition 8 (and such amendment or change has been evidenced by the delivery by the Company to the Paying Agent (who shall, in the absence of manifest error, accept such certificate and opinion as sufficient evidence thereof) of (x) a certificate signed by two officers of the Company on behalf of the Company stating that such amendment or change has occurred (irrespective of whether such amendment or change is then effective), describing the facts leading thereto and stating that such obligation cannot be avoided by the Company taking reasonable measures available to it and (y) an opinion of independent legal advisers of recognized standing to the effect that such amendment or change has occurred (irrespective of whether such amendment or change is then effective), the Company may at its option, having given not less than 30 nor more than 60 calendar days' notice to the Noteholder in accordance with Condition 15 (which notice shall be irrevocable), redeem the Note at its principal amount together with interest (if any) accrued to (but excluding) the Redemption Date, provided that no notice of redemption shall be given earlier than 90 calendar days before the earliest date on which the Company would be required to pay such additional amounts were a payment in respect of the Note then due. (ii) The Company may at any time, and from time to time, at its option, after having given not less than 30 nor more than 60 calendar days' notice to the Noteholders in accordance with Condition 15 (which notice shall be irrevocable), redeem the Note for cash, in whole or in part, at a Redemption Price equal to 100% of the principal amount of the Note to be redeemed, together with interest (if any) accrued and unpaid to (but excluding) the Redemption Date. If the Company elects to redeem less than all the Note, Company will select which Note to redeem by lot, random, or such other method it shall deem fair and appropriate. Upon expiry of any such notice period as is referred to in this Condition 7(B) (and subject as provided above), the Company shall be bound to redeem Note at their principal amount, together with interest accrued to but excluding the Redemption Date. Save where the Noteholder otherwise agrees in writing, a notice of optional redemption may only be given, and optional redemption may only occur, if on the date of the notice and the date of redemption, all Shares into which the Note can be converted (including additional shares which may be issuable on a downward adjustment to the Conversion Price) are covered by an effective registration statement and will be Freely Tradable on issue. (C) Subject to applicable law, the Company or any of its Subsidiaries may at any time purchase the Note in any manner and at any price in the open market or by private treaty. A Note purchased by the Company or any of its Subsidiaries will forthwith be surrendered for cancellation and shall no longer be deemed Outstanding. (D) A Note which is redeemed by the Company will forthwith be canceled and may not be reissued or resold.

Redemption and Purchase. (A1) Unless previously redeemed, converted redeemed or purchased and canceled as provided hereincancelled or exchanged, the Company will redeem Bonds shall be redeemed on July 8, 2016 (the Note “Maturity Date”) at its a price equal to their principal amount on June 30, 2006amount. (iI) If The Bonds may be redeemed, as a result of any change inwhole but not in part, or amendment to, at the laws or regulations option of the U.S. or any political sub-division of, or any authority in, or of, the U.S. having power to tax, or any change in the application or official interpretation Issuer upon such prior notice of such laws or regulations, which change or amendment becomes effective after the initial issuance of the Note, the Company has or will become obliged to pay additional amounts as provided or referred to in Condition 8 (and such amendment or change has been evidenced by the delivery by the Company to the Paying Agent (who shall, in the absence of manifest error, accept such certificate and opinion as sufficient evidence thereof) of (x) a certificate signed by two officers of the Company on behalf of the Company stating that such amendment or change has occurred (irrespective of whether such amendment or change is then effective), describing the facts leading thereto and stating that such obligation cannot be avoided by the Company taking reasonable measures available to it and (y) an opinion of independent legal advisers of recognized standing to the effect that such amendment or change has occurred (irrespective of whether such amendment or change is then effective), the Company may at its option, having given not less than 30 nor more than 60 calendar days' notice to the Noteholder in accordance with Condition 15 redemption (which notice shall be irrevocable)) to the Bondholders as set forth below, redeem the Note at its a price equal to their principal amount amount, together with any interest (if any) accrued to the date fixed for redemption, if, as a result of any amendment to, or change in, the laws (but excludingor any regulations or rulings promulgated thereunder) of the Redemption United States or any political subdivision or taxing authority thereof or therein affecting taxation, or any amendment to or change in an official position regarding the application or interpretation of such laws, regulations or rulings, which amendment or change is effective after the date of issue of the Bonds, the Issuer will become obligated to pay Additional Amounts (as defined in Condition 8) pursuant to Condition 8 on the next succeeding Interest Payment Date, (i) unless such obligation to pay Additional Amounts can be avoided by the use of reasonable measures available to the Issuer, and (ii) provided that (x) no such notice of redemption shall may be given earlier than 90 calendar sixty (60) days before prior to the earliest date on which the Company Issuer would be required obligated to pay such additional amounts Additional Amounts were a payment in respect of the Note Bonds then due. due and (y) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption to the Bondholders pursuant to the preceding paragraph, the Issuer shall deliver to the Fiscal Agent a certificate stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred and an opinion of an independent legal counsel of recognized standing to the Issuer to such effect based on such statements of facts. If the Issuer becomes obligated to pay any Additional Amount pursuant to Condition 8 and the Issuer is, in the opinion of an independent legal counsel of recognized standing with respect to tax matters, prohibited by United States law from paying all or any part of such Additional Amount, the Issuer shall, as soon as practicable but not later than the fortieth (40th) day after (i) the occurrence of the events giving rise to the obligations of the Issuer to pay the Additional Amount or (ii) The Company may at any timethe date on which such United States law becomes effective, and from time to time, at its option, after having given not less than 30 nor more than 60 calendar days' notice to the Noteholders in accordance with Condition 15 (which notice shall be irrevocable)whichever is later, redeem the Note for cashBonds as a whole, in whole or but not in part, at a Redemption Price price equal to 100% of the principal amount of the Note to be redeemed, together with interest (if any) accrued and unpaid to (but excluding) the Redemption Date. If the Company elects to redeem less than all the Note, Company will select which Note to redeem by lot, random, or such other method it shall deem fair and appropriate. Upon expiry of any such notice period as is referred to in this Condition 7(B) (and subject as provided above), the Company shall be bound to redeem Note at their principal amount, together with interest accrued to the date fixed for redemption (but excluding subject to applicable United States law), upon giving notice to the Redemption DateFiscal Agent in writing stating that the Issuer would be obligated to pay such Additional Amount and that it is prohibited by United States law from paying the same and stating in reasonable detail the facts and circumstances giving rise to such prohibition and setting forth the proposed redemption date. Save where Such notice shall be accompanied by an opinion of an independent legal counsel of recognized standing, stating to the Noteholder otherwise agrees effect that the Issuer would be obligated to pay such Additional Amount and that the Issuer is prohibited by United States law from paying the same. Upon making such payment of the principal amount and accrued interest (but exclusive of such Additional Amounts) as provided in writingthis Condition 6(2)(I), a the Issuer shall be discharged in full from any further obligation as to principal of or interest on the Bonds. The certificate and the opinion given under this Condition 6(2)(I) shall be kept at the Head Office of the Fiscal Agent promptly after the Fiscal Agent receives them and up to the expiry of one month after the redemption date, and shall be made available for perusal or photocopying by any Bondholder during normal business hours. All expenses incurred for such photocopying shall be borne by the applicant therefor. The Issuer shall give any notice to the Fiscal Agent pursuant to this Condition 6(2)(I) at least thirty (30) days prior to the proposed redemption date and shall give public notice of optional redemption may only be given, and optional redemption may only occur, if on the date of the notice and the date of redemption, all Shares into which the Note can be converted (including additional shares which may be issuable on a downward adjustment such matters to the Conversion PriceBondholders at least fourteen (14) are covered by an effective registration statement and will be Freely Tradable on issuedays prior to such redemption date. (CII) Subject In addition, if the Issuer determines that any payment made outside the United States by the Issuer or any paying agent of the full amount of principal or interest due with respect to applicable lawany Bond would, under any present or future laws or regulations of the United States affecting taxation or otherwise, be subject to any certification, information, documentation or other reporting requirement of any kind, the Company effect of which requirement is the disclosure to the Issuer, any paying agent or any governmental authority of the nationality, residence or identity of a beneficial owner of such Bond who is a non-U.S. person, as defined in Condition 8, the Issuer at its election may either (A) redeem the Bonds, as a whole but not in part, upon not less than thirty (30) nor more than sixty (60) days prior redemption notice to the Bondholders, at a price equal to their principal amount, together with any interest accrued to the date fixed for redemption, or (B) if, and so long as, the conditions set forth in Condition 8(2) are satisfied, pay the Additional Amounts specified therein; provided, however, that this sentence shall not apply to such a requirement (i) which would not be applicable to a payment made by the Issuer or the paying agent, (x) directly to the beneficial owner or (y) to any custodian, nominee or other agent of the beneficial owner, or (ii) which can be satisfied by the custodian, nominee or other agent certifying that the beneficial owner is a non-U.S. person, provided, in each case referred to in clauses (i) (y) and (ii), that payment by such custodian, nominee or other agent of such beneficial owner is not otherwise subject to any such requirement. The Issuer will make such determination and election and will notify the Fiscal Agent thereof (the “Determination Notice”) as soon as practicable and within fifteen (15) days therefrom give public notice of such determination to the Bondholders as set forth below, in each case stating the effective date of such certification, information, documentation or other reporting requirement, whether the Issuer will redeem the Bonds or will pay the Additional Amounts as specified in Condition 8 and (if any) the last date by which the redemption of the Bonds must take place. If the Issuer elects to redeem the Bonds pursuant to clause (A) above, such redemption shall take place on such date, not later than one year after publication of the Determination Notice, as the Issuer elects by notice to the Fiscal Agent at least seventy-five (75) days before such date. The Issuer will promptly thereafter give public notice of redemption of the Bonds to the Bondholders as set forth in clause (A) above. Notwithstanding the foregoing, the Issuer will not so redeem the Bonds or permit redemption of the Bonds, as the case may be, if the Issuer subsequently determines not less than thirty (30) days prior to the date fixed for redemption that subsequent payments on such Bonds would not be subject to any such requirement, in which case the Issuer will promptly notify the Fiscal Agent and will give public notice of that determination to the Bondholders at least fourteen (14) days prior to such redemption date, and any earlier redemption notice will thereupon be revoked and of no further effect. All expenses necessary for the procedures under this Condition 6(2) shall be borne by the Issuer. (3) The Issuer or any of its Subsidiaries may at any time purchase the Note in any manner and at any price Bonds in the open market or otherwise and hold or cancel them, except otherwise provided for by private treaty. A Note purchased by applicable laws and in the Company or any of its Subsidiaries will forthwith be surrendered for cancellation and shall no longer be deemed OutstandingBusiness Rules. (D4) A Note which is redeemed by Except as otherwise provided in these Conditions of Bonds, the Company will forthwith be canceled and Issuer may not be reissued repay principal of the Bonds in whole or resoldin part prior to the maturity thereof.

Redemption and Purchase. (Aa) Redemption at maturity Unless previously redeemed, converted redeemed or purchased and canceled cancelled as provided hereinspecified below, each Note will be redeemed by the Issuer at its Final Redemption Amount specified in, or determined in the manner specified in, the Company will redeem relevant Final Terms or the Note at its principal amount relevant Drawdown Prospectus (as the case may be) in the relevant Specified Currency on June 30, 2006the Maturity Date. (b) Redemption for tax reasons The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 10 nor more than 60 days' notice (or such other period as may be specified in the relevant Final Terms or the relevant Drawdown Prospectus (as the case may be)) to the Noteholders and the Trustee in accordance with Condition 13 (Notices) at their Early Redemption Amount, together with interest accrued and unpaid to (but excluding) the date fixed for redemption if, immediately before giving such notice, the Issuer satisfies the Trustee that: (i) If as a result of any change in, or amendment to, the laws or regulations of the U.S. or any political sub-division of, or any authority in, or of, the U.S. having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective after the initial issuance of the Note, the Company it has or will become obliged to pay additional amounts as provided or referred to in Condition 8 (and such Taxation) as a result of any change in, or amendment to, the laws, treaties, or regulations of the Netherlands or any political or governmental subdivision or any authority thereof or therein having power to tax, or any change has been evidenced by the delivery by the Company to the Paying Agent (who shall, in the absence application or official interpretation of manifest errorsuch laws, accept such certificate and opinion as sufficient evidence thereof) of (x) a certificate signed by two officers treaties or regulations, which change or amendment becomes effective on or after the Issue Date of the Company on behalf first Tranche of Notes in the Company stating that such amendment or change has occurred relevant Series and (irrespective of whether such amendment or change is then effective), describing the facts leading thereto and stating that ii) such obligation cannot be avoided by the Company Issuer taking reasonable measures available to it and (y) an opinion it is acknowledged that changing the resident jurisdiction of independent legal advisers of recognized standing to the effect that such amendment or change has occurred (irrespective of whether such amendment or change is then effectiveIssuer shall not be considered a reasonable measure), the Company may at its option, having given not less than 30 nor more than 60 calendar days' notice to the Noteholder in accordance with Condition 15 (which notice shall be irrevocable), redeem the Note at its principal amount together with interest (if any) accrued to (but excluding) the Redemption Date, ; provided that no such notice of redemption shall be given earlier than 90 calendar days before prior to the earliest date on which the Company Issuer would be required obliged to pay such additional amounts were a payment in respect of the Note Notes then due. (ii) due and that unless at the time the notice is given the Issuer would otherwise be required to pay such additional amounts on the next scheduled payment date on the Notes. The Company may at any time, and from time to time, at its option, after having given not less than 30 nor more than 60 calendar days' notice Issuer shall deliver to the Noteholders Trustee an Officer's Certificate stating that the Issuer is entitled to effect such redemption in accordance with this Condition 15 7(b) (which notice Redemption and Purchase—Redemption for tax reasons). The Trustee shall be irrevocable), redeem entitled to accept any notice or certificate delivered by the Note Issuer in accordance with this Condition 7(b) (Redemption and Purchase—Redemption for cash, in whole or in part, at a Redemption Price equal to 100% tax reasons) as sufficient evidence of the principal amount satisfaction of the Note to applicable circumstances in which event they shall be redeemed, together with interest (if any) accrued conclusive and unpaid to (but excluding) binding on the Redemption Date. If the Company elects to redeem less than all the Note, Company will select which Note to redeem by lot, random, or such other method it shall deem fair and appropriateNoteholders. Upon the expiry of any such notice period given by the Issuer to the Noteholders and the Trustee as is referred to in this Condition 7(B7(b) (Redemption and subject as provided abovePurchase—Redemption for tax reasons), the Company Issuer shall be bound to redeem Note at their principal amountthe Notes in accordance with this Condition 7 (Redemption and Purchase), together with interest accrued to but excluding the subject as provided in Condition 6 (Payments). As used in this Condition 7(b) (Redemption Date. Save where the Noteholder otherwise agrees in writing, a notice of optional redemption may only be given, and optional redemption may only occur, if on the date of the notice and the date of redemption, all Shares into which the Note can be converted (including additional shares which may be issuable on a downward adjustment to the Conversion Price) are covered by an effective registration statement and will be Freely Tradable on issue. (C) Subject to applicable law, the Company or any of its Subsidiaries may at any time purchase the Note in any manner and at any price in the open market or by private treaty. A Note purchased by the Company or any of its Subsidiaries will forthwith be surrendered Purchase—Redemption for cancellation and shall no longer be deemed Outstanding. (D) A Note which is redeemed by the Company will forthwith be canceled and may not be reissued or resold.tax reasons):

Redemption and Purchase. (A) Unless previously redeemed, converted or purchased and canceled The Notes are not redeemable before maturity except as provided herein, under this Condition. The Notes will be redeemed by the Company will redeem m full at a redemption price equal to 100 per cent. of the Note at its principal amount of the Notes on June 30November 14, 2006. 2000 (ithe "Maturity Date") If if they have not been otherwise redeemed as described herein. The Notes may be redeemed at the option of the Company, as a whole but not in part, at any time before maturity, upon the giving of a notice of redemption as described below, at a redemption price equal to 100 per cent. of the principal amount of the Notes, together with accrued interest to the date fixed for redemption if the Company determines that, as a result of any change in, in or amendment to, to the laws (or any regulations or rulings promulgated thereunder) of the U.S. United States or of any political sub-division of, subdivision or any taxing authority in, thereof or of, the U.S. having power to taxtherein affecting taxation, or any change in official position regarding the application or official interpretation of such laws laws, regulations or regulationsrulings (including a holding by a court of competent jurisdiction or any change in official position regarding or application of any treaty affecting taxation to which the United States is a party), which change or amendment becomes effective after the initial issuance of the Noteon or afar November 12, 1997, the Company has or will become obliged obligated to pay additional amounts Additional Amounts with respect to the Notes as provided or referred described under Condition 5. Before the publication of any notice of redemption of the Notes, pursuant to. the foregoing, the Company shall deliver to in Condition 8 the Fiscal Agent an opinion of a tax advisor to the Company (who may be an employee of the Company) stating that the Company is entitled to effect such redemption and such amendment or change has been evidenced by a certificate setting out facts showing that the delivery conditions precedent to the right of the Company as to redeem have occurred. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Notice of redemption will be given by the Company to the Paying Agent (who shall, in the absence of manifest error, accept such certificate and opinion as sufficient evidence thereof) of (x) a certificate signed by two officers of the Company on behalf of the Company stating that such amendment or change has occurred (irrespective of whether such amendment or change is then effective), describing the facts leading thereto and stating that such obligation cannot be avoided by the Company taking reasonable measures available to it and (y) an opinion of independent legal advisers of recognized standing to the effect that such amendment or change has occurred (irrespective of whether such amendment or change is then effective), the Company may at its option, having given not less than 30 nor more than 60 calendar days' notice to the Noteholder in accordance with Condition 15 (which notice shall be irrevocable), redeem the Note at its principal amount together with interest (if any) accrued to (but excluding) the Redemption Date, provided that no notice of redemption shall be given earlier than 90 calendar days before the earliest date on fixed for redemption, which the Company would be required to pay such additional amounts were a payment in respect of the Note then due. (ii) The Company may at any time, and from time to time, at its option, after having given not less than 30 nor more than 60 calendar days' notice to the Noteholders in accordance with Condition 15 (which notice shall be irrevocable), redeem the Note for cash, in whole or in part, at a Redemption Price equal to 100% of the principal amount of the Note to be redeemed, together with interest (if any) accrued and unpaid to (but excluding) the Redemption Date. If the Company elects to redeem less than all the Note, Company will select which Note to redeem by lot, random, or such other method it shall deem fair and appropriate. Upon expiry of any such notice period as is referred to in this Condition 7(B) (and subject as provided above), the Company shall be bound to redeem Note at their principal amount, together with interest accrued to but excluding the Redemption Date. Save where the Noteholder otherwise agrees in writing, a notice of optional redemption may only be given, and optional redemption may only occur, if on the date of the notice and the date of redemption, all Shares into which the Note can be converted (including additional shares which may be issuable on a downward adjustment to the Conversion Price) are covered by an effective registration statement and redemption price will be Freely Tradable on issue. (C) Subject to applicable law, specified in the notice. The Company or any of its Subsidiaries subsidiaries may at any time purchase the Note in any manner and at any price in the open market or by private treaty. A Note purchased by the Company or any of its Subsidiaries will forthwith be surrendered for cancellation and shall no longer be deemed Outstanding. (D) A Note which is redeemed by the Company will forthwith be canceled and Notes but having done so they may not be reissued resell or resoldreissue those Notes.

Redemption and Purchase. (A1) Unless previously redeemed, converted redeemed or purchased and canceled as provided hereincancelled or exchanged, the Company will redeem Bonds shall be redeemed on July 8, 2014 (the Note “Maturity Date”) at its a price equal to their principal amount on June 30, 2006amount. (iI) If The Bonds may be redeemed, as a result of any change inwhole but not in part, or amendment to, at the laws or regulations option of the U.S. or any political sub-division of, or any authority in, or of, the U.S. having power to tax, or any change in the application or official interpretation Issuer upon such prior notice of such laws or regulations, which change or amendment becomes effective after the initial issuance of the Note, the Company has or will become obliged to pay additional amounts as provided or referred to in Condition 8 (and such amendment or change has been evidenced by the delivery by the Company to the Paying Agent (who shall, in the absence of manifest error, accept such certificate and opinion as sufficient evidence thereof) of (x) a certificate signed by two officers of the Company on behalf of the Company stating that such amendment or change has occurred (irrespective of whether such amendment or change is then effective), describing the facts leading thereto and stating that such obligation cannot be avoided by the Company taking reasonable measures available to it and (y) an opinion of independent legal advisers of recognized standing to the effect that such amendment or change has occurred (irrespective of whether such amendment or change is then effective), the Company may at its option, having given not less than 30 nor more than 60 calendar days' notice to the Noteholder in accordance with Condition 15 redemption (which notice shall be irrevocable)) to the Bondholders as set forth below, redeem the Note at its a price equal to their principal amount amount, together with any interest (if any) accrued to the date fixed for redemption, if, as a result of any amendment to, or change in, the laws (but excludingor any regulations or rulings promulgated thereunder) of the Redemption United States or any political subdivision or taxing authority thereof or therein affecting taxation, or any amendment to or change in an official position regarding the application or interpretation of such laws, regulations or rulings, which amendment or change is effective after the date of issue of the Bonds, the Issuer will become obligated to pay Additional Amounts (as defined in Condition 8) pursuant to Condition 8 on the next succeeding Interest Payment Date, (i) unless such obligation to pay Additional Amounts can be avoided by the use of reasonable measures available to the Issuer, and (ii) provided that (x) no such notice of redemption shall may be given earlier than 90 calendar sixty (60) days before prior to the earliest date on which the Company Issuer would be required obligated to pay such additional amounts Additional Amounts were a payment in respect of the Note Bonds then due. due and (y) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption to the Bondholders pursuant to the preceding paragraph, the Issuer shall deliver to the Fiscal Agent a certificate stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred and an opinion of an independent legal counsel of recognized standing to the Issuer to such effect based on such statements of facts. If the Issuer becomes obligated to pay any Additional Amount pursuant to Condition 8 and the Issuer is, in the opinion of an independent legal counsel of recognized standing with respect to tax matters, prohibited by United States law from paying all or any part of such Additional Amount, the Issuer shall, as soon as practicable but not later than the fortieth (40th) day after (i) the occurrence of the events giving rise to the obligations of the Issuer to pay the Additional Amount or (ii) The Company may at any timethe date on which such United States law becomes effective, and from time to time, at its option, after having given not less than 30 nor more than 60 calendar days' notice to the Noteholders in accordance with Condition 15 (which notice shall be irrevocable)whichever is later, redeem the Note for cashBonds as a whole, in whole or but not in part, at a Redemption Price price equal to 100% of the principal amount of the Note to be redeemed, together with interest (if any) accrued and unpaid to (but excluding) the Redemption Date. If the Company elects to redeem less than all the Note, Company will select which Note to redeem by lot, random, or such other method it shall deem fair and appropriate. Upon expiry of any such notice period as is referred to in this Condition 7(B) (and subject as provided above), the Company shall be bound to redeem Note at their principal amount, together with interest accrued to the date fixed for redemption (but excluding subject to applicable United States law), upon giving notice to the Redemption DateFiscal Agent in writing stating that the Issuer would be obligated to pay such Additional Amount and that it is prohibited by United States law from paying the same and stating in reasonable detail the facts and circumstances giving rise to such prohibition and setting forth the proposed redemption date. Save where Such notice shall be accompanied by an opinion of an independent legal counsel of recognized standing, stating to the Noteholder otherwise agrees effect that the Issuer would be obligated to pay such Additional Amount and that the Issuer is prohibited by United States law from paying the same. Upon making such payment of the principal amount and accrued interest (but exclusive of such Additional Amounts) as provided in writingthis Condition 6(2)(I), a the Issuer shall be discharged in full from any further obligation as to principal of or interest on the Bonds. The certificate and the opinion given under this Condition 6(2)(I) shall be kept at the Head Office of the Fiscal Agent promptly after the Fiscal Agent receives them and up to the expiry of one month after the redemption date, and shall be made available for perusal or photocopying by any Bondholder during normal business hours. All expenses incurred for such photocopying shall be borne by the applicant therefor. The Issuer shall give any notice to the Fiscal Agent pursuant to this Condition 6(2)(I) at least thirty (30) days prior to the proposed redemption date and shall give public notice of optional redemption may only be given, and optional redemption may only occur, if on the date of the notice and the date of redemption, all Shares into which the Note can be converted (including additional shares which may be issuable on a downward adjustment such matters to the Conversion PriceBondholders at least fourteen (14) are covered by an effective registration statement and will be Freely Tradable on issuedays prior to such redemption date. (CII) Subject In addition, if the Issuer determines that any payment made outside the United States by the Issuer or any paying agent of the full amount of principal or interest due with respect to applicable lawany Bond would, under any present or future laws or regulations of the United States affecting taxation or otherwise, be subject to any certification, information, documentation or other reporting requirement of any kind, the Company effect of which requirement is the disclosure to the Issuer, any paying agent or any governmental authority of the nationality, residence or identity of a beneficial owner of such Bond who is a non-U.S. person, as defined in Condition 8, the Issuer at its election may either (A) redeem the Bonds, as a whole but not in part, upon not less than thirty (30) nor more than sixty (60) days prior redemption notice to the Bondholders, at a price equal to their principal amount, together with any interest accrued to the date fixed for redemption, or (B) if, and so long as, the conditions set forth in Condition 8(2) are satisfied, pay the Additional Amounts specified therein; provided, however, that this sentence shall not apply to such a requirement (i) which would not be applicable to a payment made by the Issuer or the paying agent, (x) directly to the beneficial owner or (y) to any custodian, nominee or other agent of the beneficial owner, or (ii) which can be satisfied by the custodian, nominee or other agent certifying that the beneficial owner is a non-U.S. person, provided, in each case referred to in clauses (i) (y) and (ii), that payment by such custodian, nominee or other agent of such beneficial owner is not otherwise subject to any such requirement. The Issuer will make such determination and election and will notify the Fiscal Agent thereof (the “Determination Notice”) as soon as practicable and within fifteen (15) days therefrom give public notice of such determination to the Bondholders as set forth below, in each case stating the effective date of such certification, information, documentation or other reporting requirement, whether the Issuer will redeem the Bonds or will pay the Additional Amounts as specified in Condition 8 and (if any) the last date by which the redemption of the Bonds must take place. If the Issuer elects to redeem the Bonds pursuant to clause (A) above, such redemption shall take place on such date, not later than one year after publication of the Determination Notice, as the Issuer elects by notice to the Fiscal Agent at least seventy-five (75) days before such date. The Issuer will promptly thereafter give public notice of redemption of the Bonds to the Bondholders as set forth in clause (A) above. Notwithstanding the foregoing, the Issuer will not so redeem the Bonds or permit redemption of the Bonds, as the case may be, if the Issuer subsequently determines not less than thirty (30) days prior to the date fixed for redemption that subsequent payments on such Bonds would not be subject to any such requirement, in which case the Issuer will promptly notify the Fiscal Agent and will give public notice of that determination to the Bondholders at least fourteen (14) days prior to such redemption date, and any earlier redemption notice will thereupon be revoked and of no further effect. All expenses necessary for the procedures under this Condition 6(2) shall be borne by the Issuer. (3) The Issuer or any of its Subsidiaries may at any time purchase the Note in any manner and at any price Bonds in the open market or otherwise and hold or cancel them, except otherwise provided for by private treaty. A Note purchased by applicable laws and in the Company or any of its Subsidiaries will forthwith be surrendered for cancellation and shall no longer be deemed OutstandingBusiness Rules. (D4) A Note which is redeemed by Except as otherwise provided in these Conditions of Bonds, the Company will forthwith be canceled and Issuer may not be reissued repay principal of the Bonds in whole or resoldin part prior to the maturity thereof.

Redemption and Purchase. (A1) Unless previously redeemed, converted redeemed or purchased and canceled cancelled as provided hereinbelow, the Company Issuer will redeem the Note Notes at its their principal amount on June 30, 200617 October 2023. (i2) If (a) as a result of any change in, or amendment to, the laws or regulations of the U.S. Grand Duchy of Luxembourg (in the case of the Issuer) or the Cayman Islands (in the case of the Guarantor) (or in each case of any political sub-division of, subdivision or any taxing authority in, thereof or of, the U.S. therein having power to tax) or any regulations or rulings promulgated thereunder or any change in the official interpretation or official application of such laws, regulations or rulings, or any change in the official application or official interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which the Grand Duchy of Luxembourg or, as the case may be, the Cayman Islands or such laws political subdivision or regulationstaxing authority is a party, which change change, amendment or amendment treaty becomes effective on or after 10 October 2019, on the initial issuance of next Interest Payment Date either the Note, the Company has or will become obliged Issuer would be required to pay additional amounts Additional Amounts as provided or referred to in Condition 8 (and such amendment or change has been evidenced the Guarantor would be unable for reasons outside its control to procure payment by the delivery by Issuer and in making payment itself would be required to pay such Additional Amounts, and (b) the Company to the Paying Agent (who shall, in the absence of manifest error, accept such certificate and opinion as sufficient evidence thereof) of (x) a certificate signed by two officers of the Company on behalf of the Company stating that such amendment or change has occurred (irrespective of whether such amendment or change is then effective), describing the facts leading thereto and stating that such obligation requirement cannot be avoided by the Company Issuer or, as the case may be, the Guarantor taking reasonable measures available to it and (y) an opinion of independent legal advisers of recognized standing to the effect that such amendment or change has occurred (irrespective of whether such amendment or change is then effective)it, the Company Issuer may at its option, having given not less than 30 nor more than 60 calendar days' ’ notice to the Noteholder Noteholders in accordance with Condition 15 12 (which notice shall be irrevocable), redeem all the Note Notes, but not some only, at its their principal amount together with interest (if any) accrued to (but excluding) excluding the Redemption Datedate of redemption, provided that no notice of redemption shall be given earlier than 90 calendar days before the earliest date on which the Company Issuer or, as the case may be, the Guarantor would be required to pay such additional amounts the Additional Amounts were a payment in respect of the Note Notes then due. Prior to the publication of any notice of redemption pursuant to this Condition 7(2), the Issuer or the Guarantor, as the case may be, shall deliver to the Fiscal Agent a certificate signed by two senior officers of the Issuer or, as the case may be, the Guarantor stating that the requirement referred to in (a) above will apply on the occasion of the next payment due in respect of the Notes and cannot be avoided by the Issuer or, as the case may be, the Guarantor taking reasonable measures available to it and an opinion of independent tax or legal advisers of recognised standing to the effect that the Issuer or, as the case may be, the Guarantor has or will become obliged to pay such Additional Amounts as a result of the change, amendment or treaty. (ii3) The Company may at any time, and from time to timeNotes may, at its optionthe option of the Issuer or the Guarantor, be redeemed in whole but not in part, on any date falling on or after having given 17 September 2023, upon not less than 30 nor more than 60 calendar days' ’ notice to the Noteholders in accordance with Condition 15 (which notice shall be irrevocable), redeem the Note for cash, in whole or in part12, at a Redemption Price redemption price equal to 100% of the principal amount of the Note to be redeemedthereof plus accrued interest to, together with interest (if any) accrued and unpaid to (but excluding, the date fixed for redemption. (4) The Issuer, the Redemption Date. If the Company elects to redeem less than all the Note, Company will select which Note to redeem by lot, random, Guarantor or such other method it shall deem fair and appropriate. Upon expiry any of any such notice period their respective Subsidiaries (as is referred to in this Condition 7(B) (and subject as provided defined above), the Company shall be bound to redeem Note at their principal amountif any, together with interest accrued to but excluding the Redemption Date. Save where the Noteholder otherwise agrees in writing, a notice of optional redemption may only be given, and optional redemption may only occur, if on the date of the notice and the date of redemption, all Shares into which the Note can be converted (including additional shares which may be issuable on a downward adjustment to the Conversion Price) are covered by an effective registration statement and will be Freely Tradable on issue. (C) Subject to applicable law, the Company or any of its Subsidiaries may at any time purchase Notes (provided that all unmatured Coupons appertaining to the Note Notes are purchased with the Notes) in any manner and at any price in the open market or by private treaty. A Note price. (5) All Notes and/or Coupons which are redeemed will, and any Notes and/or Coupons purchased by or on behalf of the Company Issuer, the Guarantor or any of its Subsidiaries will forthwith their respective Subsidiaries, if any, may (but need not) be cancelled, together with all relative unmatured Coupons attached to the Notes or surrendered for cancellation with the Notes, and shall no longer be deemed Outstanding. (D) A Note which is redeemed by the Company will forthwith be canceled and accordingly may not be reissued or resold. Notes purchased by the Issuer, the Guarantor or any of their respective Subsidiaries, if any, and not cancelled may be resold. (6) Upon the expiry of any notice as is referred to in Condition 7(2) or Condition 7(3) above the Issuer shall be bound to redeem the Notes to which the notice refers in accordance with the terms of such condition.

Redemption and Purchase. (A1) Unless previously redeemed, converted redeemed or purchased and canceled as provided hereincancelled, the Company will redeem Bonds shall be redeemed on July 8, 2014 (the Note “Maturity Date”) at its a price equal to their principal amount on June 30, 2006amount. (iI) If The Bonds may be redeemed, as a result of any change inwhole but not in part, or amendment to, at the laws or regulations option of the U.S. or any political sub-division of, or any authority in, or of, the U.S. having power to tax, or any change in the application or official interpretation Issuer upon such prior notice of such laws or regulations, which change or amendment becomes effective after the initial issuance of the Note, the Company has or will become obliged to pay additional amounts as provided or referred to in Condition 8 (and such amendment or change has been evidenced by the delivery by the Company to the Paying Agent (who shall, in the absence of manifest error, accept such certificate and opinion as sufficient evidence thereof) of (x) a certificate signed by two officers of the Company on behalf of the Company stating that such amendment or change has occurred (irrespective of whether such amendment or change is then effective), describing the facts leading thereto and stating that such obligation cannot be avoided by the Company taking reasonable measures available to it and (y) an opinion of independent legal advisers of recognized standing to the effect that such amendment or change has occurred (irrespective of whether such amendment or change is then effective), the Company may at its option, having given not less than 30 nor more than 60 calendar days' notice to the Noteholder in accordance with Condition 15 redemption (which notice shall be irrevocable)) to the Bondholders and the holders of Coupons as set forth below, redeem the Note at its a price equal to their principal amount amount, together with any interest (if any) accrued to the date fixed for redemption, if, as a result of any amendment to, or change in, the laws (but excludingor any regulations or rulings promulgated thereunder) of the Redemption United States or any political subdivision or taxing authority thereof or therein affecting taxation, or any amendment to or change in an official position regarding the application or interpretation of such laws, regulations or rulings, which amendment or change is effective after the date of issue of the Book-Entry Bonds, the Issuer will become obligated to pay Additional Amounts (as defined in Condition 7) pursuant to Condition 7 on the next succeeding Interest Payment Date, (i) unless such obligation to pay Additional Amounts can be avoided by the use of reasonable measures available to the Issuer, and (ii) provided that (x) no such notice of redemption shall may be given earlier than 90 calendar sixty (60) days before prior to the earliest date on which the Company Issuer would be required obligated to pay such additional amounts Additional Amounts were a payment in respect of the Note Bonds then due. due and (y) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption to the Bondholders and the holders of Coupons pursuant to the preceding paragraph, the Issuer shall deliver to the Fiscal Agent a certificate stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred and an opinion of an independent legal counsel of recognized standing to the Issuer to such effect based on such statements of facts. If the Issuer becomes obligated to pay any Additional Amount pursuant to Condition 7 and the Issuer is, in the opinion of an independent legal counsel of recognized standing with respect to tax matters, prohibited by United States law from paying all or any part of such Additional Amount, the Issuer shall, as soon as practicable but not later than the fortieth (40th) day after (i) the occurrence of the events giving rise to the obligations of the Issuer to pay the Additional Amount or (ii) The Company may at any timethe date on which such United States law becomes effective, and from time to time, at its option, after having given not less than 30 nor more than 60 calendar days' notice to the Noteholders in accordance with Condition 15 (which notice shall be irrevocable)whichever is later, redeem the Note for cashBonds as a whole, in whole or but not in part, at a Redemption Price price equal to 100% of the principal amount of the Note to be redeemed, together with interest (if any) accrued and unpaid to (but excluding) the Redemption Date. If the Company elects to redeem less than all the Note, Company will select which Note to redeem by lot, random, or such other method it shall deem fair and appropriate. Upon expiry of any such notice period as is referred to in this Condition 7(B) (and subject as provided above), the Company shall be bound to redeem Note at their principal amount, together with interest accrued to the date fixed for redemption (but excluding subject to applicable United States law), upon giving notice to the Redemption DateFiscal Agent in writing stating that the Issuer would be obligated to pay such Additional Amount and that it is prohibited by United States law from paying the same and stating in reasonable detail the facts and circumstances giving rise to such prohibition and setting forth the proposed redemption date. Save where Such notice shall be accompanied by an opinion of an independent legal counsel of recognized standing, stating to the Noteholder otherwise agrees effect that the Issuer would be obligated to pay such Additional Amount and that the Issuer is prohibited by United States law from paying the same. Upon making such payment of the principal amount and accrued interest (but exclusive of such Additional Amounts) as provided in writingthis Condition 5(2)(I), a the Issuer shall be discharged in full from any further obligation as to principal of or interest on the Bonds. The certificate and the opinion given under this Condition 5(2)(I) shall be kept at the Head Office of the Fiscal Agent promptly after the Fiscal Agent receives them and up to the expiry of one month after the redemption date, and shall be made available for perusal or photocopying by any Bondholder during normal business hours. All expenses incurred for such photocopying shall be borne by the applicant therefor. The Issuer shall give any notice to the Fiscal Agent pursuant to this Condition 5(2)(I) at least thirty (30) days prior to the proposed redemption date and shall give public notice of optional redemption may only be given, and optional redemption may only occur, if on such matters to the date of the notice Bondholders and the date holders of redemption, all Shares into which the Note can be converted Coupons at least fourteen (including additional shares which may be issuable on a downward adjustment 14) days prior to the Conversion Price) are covered by an effective registration statement and will be Freely Tradable on issuesuch redemption date. (CII) Subject In addition, if the Issuer determines that any payment made outside the United States by the Issuer or any paying agent of the full amount of principal or interest due with respect to applicable lawany Bond would, under any present or future laws or regulations of the United States affecting taxation or otherwise, be subject to any certification, information, documentation or other reporting requirement of any kind, the Company effect of which requirement is the disclosure to the Issuer, any paying agent or any governmental authority of the nationality, residence or identity of a beneficial owner of such Bond or Coupon who is a non-U.S. person, as defined in Condition 7, the Issuer at its election may either (A) redeem the Bonds, as a whole but not in part, upon not less than thirty (30) nor more than sixty (60) days prior redemption notice to the Bondholders and the holders of Coupons, at a price equal to their principal amount, together with any interest accrued to the date fixed for redemption, or (B) if, and so long as, the conditions set forth in Condition 7(2) are satisfied, pay the Additional Amounts specified therein; provided, however, that this sentence shall not apply to such a requirement (i) which would not be applicable to a payment made by the Issuer or the paying agent, (x) directly to the beneficial owner or (y) to any custodian, nominee or other agent of the beneficial owner, or (ii) which can be satisfied by the custodian, nominee or other agent certifying that the beneficial owner is a non-U.S. person, provided, in each case referred to in clauses (i) (y) and (ii), that payment by such custodian, nominee or other agent of such beneficial owner is not otherwise subject to any such requirement. The Issuer will make such determination and election and will notify the Fiscal Agent thereof (the “Determination Notice”) as soon as practicable and within fifteen (15) days therefrom give public notice of such determination to the Bondholders and the holders of Coupons as set forth below, in each case stating the effective date of such certification, information, documentation or other reporting requirement, whether the Issuer will redeem the Bonds or will pay the Additional Amounts as specified in Condition 7 and (if any) the last date by which the redemption of the Bonds must take place. If the Issuer elects to redeem the Bonds pursuant to clause (A) above, such redemption shall take place on such date, not later than one year after publication of the Determination Notice, as the Issuer elects by notice to the Fiscal Agent at least seventy-five (75) days before such date. The Issuer will promptly thereafter give public notice of redemption of the Bonds to the Bondholders and the holders of Coupons as set forth in clause (A) above. Notwithstanding the foregoing, the Issuer will not so redeem the Bonds or permit redemption of the Bonds, as the case may be, if the Issuer subsequently determines not less than thirty (30) days prior to the date fixed for redemption that subsequent payments on such Bonds would not be subject to any such requirement, in which case the Issuer will promptly notify the Fiscal Agent and will give public notice of that determination to the Bondholders and the holders of Coupons at least fourteen (14) days prior to such redemption date, and any earlier redemption notice will thereupon be revoked and of no further effect. All expenses necessary for the procedures under this Condition 5(2) shall be borne by the Issuer. (3) The Issuer or any of its Subsidiaries may at any time purchase the Note in any manner and at any price Bonds in the open market or by private treaty. A Note purchased by otherwise and hold or cancel them (in the Company or any case of its Subsidiaries will forthwith be surrendered for cancellation and shall no longer be deemed Outstandingcancellation, together with all unmatured Coupons appertaining thereto). (D4) A Note which is redeemed by Except as otherwise provided in these Conditions of Bonds, the Company will forthwith be canceled and Issuer may not be reissued repay principal of the Bonds in whole or resoldin part prior to the maturity thereof.

Redemption and Purchase. (Aa) At Maturity Unless previously redeemed, converted redeemed or purchased and canceled cancelled as provided hereinspecified below, each Note will be redeemed by the Issuer at its Final Redemption Amount specified in, or determined in the manner specified in, the Company will redeem applicable Pricing Supplement in the relevant Specified Currency on the Maturity Date. (b) Redemption for Tax Reasons The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time (if this Note at its principal amount is neither a Floating Rate Note nor an Index Linked Interest Note) or on June 30any Interest Payment Date (if this Note is either a Floating Rate Note or an Index Linked Interest Note), 2006.on giving not less than 30 nor more than 60 days' notice to the Agent and, in accordance with Condition 13, the Noteholders (which notice shall be irrevocable), if: (i) If on the occasion of the next payment due under the Notes, the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 7 or the Guarantor would be unable for reasons outside its control to procure payment by the Issuer and in making payment itself would be required to pay such additional amounts in each case as a result of any change in, or amendment to, the laws or regulations of the U.S. United States of America or any political sub-division of, subdivision or any authority in, thereof or of, the U.S. therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the initial issuance Issue Date of the Note, the Company has or will become obliged to pay additional amounts as provided or referred to in Condition 8 (and such amendment or change has been evidenced by the delivery by the Company to the Paying Agent (who shall, in the absence of manifest error, accept such certificate and opinion as sufficient evidence thereof) of (x) a certificate signed by two officers first Tranche of the Company on behalf of the Company stating that such amendment or change has occurred Notes; and (irrespective of whether such amendment or change is then effective), describing the facts leading thereto and stating that ii) such obligation cannot be avoided by the Company Issuer or, as the case may be, the Guarantor taking reasonable measures available to it and (y) an opinion of independent legal advisers of recognized standing to the effect that such amendment or change has occurred (irrespective of whether such amendment or change is then effective), the Company may at its option, having given not less than 30 nor more than 60 calendar days' notice to the Noteholder in accordance with Condition 15 (which notice shall be irrevocable), redeem the Note at its principal amount together with interest (if any) accrued to (but excluding) the Redemption Dateit, provided that no such notice of redemption shall be given earlier than 90 calendar days before prior to the earliest date on which the Company Issuer or, as the case may be, the Guarantor would be required obliged to pay such additional amounts were a payment in respect of the Note Notes then due. (iic) The Company may Redemption at any timethe Option of the Issuer (Issuer Call) If Issuer Call is specified in the applicable Pricing Supplement, and from time to timethe Issuer shall, at its option, after having given given: (i) not less than 30 nor more than 60 calendar days' notice to the Noteholders in accordance with Condition 15 13; and (ii) not less than 30 days before the giving of the notice referred to in (i), notice to the Agent; (which notice notices shall be irrevocable), redeem the Note for cash, in whole all or in part, at a Redemption Price equal to 100% some only of the principal amount of Notes then outstanding on any Optional Redemption Date and at the Note to be redeemedOptional Redemption Amount(s) specified in, together or determined in the manner specified in, the applicable Pricing Supplement together, if appropriate, with interest (if any) accrued and unpaid to (but excluding) the relevant Optional Redemption Date. Any such partial redemption must be of a nominal amount not less than the Minimum Redemption Amount or not more than the Maximum Redemption Amount. In the case of a partial redemption of 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, not more than 60 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 30 days prior to the date fixed for redemption. The aggregate nominal amount of Redeemed Notes represented by definitive Notes shall bear the same proportion to the aggregate nominal amount of all Redeemed Notes as the aggregate nominal amount of definitive Notes outstanding bears to the aggregate nominal amount of the Notes outstanding, in each case on the Selection Date, provided that such first mentioned nominal amount shall, if necessary, be rounded downwards to the nearest integral multiple of the Specified Denomination, and the aggregate nominal amount of Redeemed Notes represented by a global Note shall be equal to the balance of the Redeemed Notes. No exchange of the relevant global Note will be permitted during the period from and including the Selection Date to and including the date fixed for redemption pursuant to this paragraph (c) and notice to that effect shall be given by the Issuer to the Noteholders in accordance with Condition 13 at least 5 days prior to the Section Date. (d) Redemption at the Option of the Noteholders (Investor Put) If Investor Put is specified in the applicable Pricing Supplement, upon the holder of any Note giving to the Issuer in accordance with Condition 13 not less than 30 nor more than 60 days' notice (which shall be irrevocable) the Issuer will, upon the expiry of such notice, redeem, subject to, and in accordance with, the terms specified in the applicable Pricing Supplement, such Note on the Optional Redemption Date and at the Optional Redemption Amount together, if appropriate, with interest accrued to (but excluding) the Optional Redemption Date. If this Note is in definitive form, to exercise the Company elects right to redeem less than all require redemption of this Note the Note, Company will select which holder of this Note to redeem by lot, random, or must deliver such other method it shall deem fair and appropriate. Upon expiry Note at the specified office of any Paying Agent at any time during normal business hours of such Paying Agent falling within the notice period as is referred to in this Condition 7(B) (period, accompanied by a duly completed and subject as provided above), the Company shall be bound to redeem Note at their principal amount, together with interest accrued to but excluding the Redemption Date. Save where the Noteholder otherwise agrees in writing, a signed notice of optional redemption may only be given, exercise in the form (for the time being current) obtainable from any specified office of any Paying Agent (a "Put Notice") and optional redemption may only occurin which the holder must specify a bank account (or, if on the date of the notice and the date of redemptionpayment is by cheque, all Shares into an address) to which the Note can payment is to be converted (including additional shares which may be issuable on a downward adjustment to the Conversion Price) are covered by an effective registration statement and will be Freely Tradable on issuemade under this Condition. (Ce) Subject to applicable lawEarly Redemption Amounts For the purpose of paragraph (b) above and Condition 9, the Company or any of its Subsidiaries may Notes will be redeemed at any time purchase the Note in any manner and at any price Early Redemption Amount calculated as follows: (i) in the open market or by private treaty. A Note purchased by case of Notes with a Final Redemption Amount equal to the Company or any of its Subsidiaries will forthwith be surrendered for cancellation and shall no longer be deemed Outstanding. (D) A Note which is redeemed by Issue Price, at the Company will forthwith be canceled and may not be reissued or resold.Final Redemption Amount thereof;

Redemption and Purchase. (Aa) Final redemption Unless previously redeemed, converted or purchased and canceled as provided hereincancelled, the Company Notes will redeem the Note be redeemed at its their principal amount on June 30, 20 September 2006. (b) Redemption for taxation reasons The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days' notice to the Noteholders (which notice shall be irrevocable), at their principal amount (together with interest accrued to the date fixed for redemption), if (i) If the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 7 as a result of any change in, or amendment to, the laws or regulations of the U.S. United States or any political sub-division of, subdivision or any authority in, thereof or of, the U.S. therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the initial issuance of the Note20 September 2001, the Company has or will become obliged to pay additional amounts as provided or referred to in Condition 8 and (and such amendment or change has been evidenced by the delivery by the Company to the Paying Agent (who shall, in the absence of manifest error, accept such certificate and opinion as sufficient evidence thereofii) of (x) a certificate signed by two officers of the Company on behalf of the Company stating that such amendment or change has occurred (irrespective of whether such amendment or change is then effective), describing the facts leading thereto and stating that such obligation cannot be avoided by the Company Issuer taking reasonable measures available -------------------------------------------------------------------------------- A01019439/1.0/18 Sep 2001 to it and (y) an opinion of independent legal advisers of recognized standing to the effect that such amendment or change has occurred (irrespective of whether such amendment or change is then effective), the Company may at its option, having given not less than 30 nor more than 60 calendar days' notice to the Noteholder in accordance with Condition 15 (which notice shall be irrevocable), redeem the Note at its principal amount together with interest (if any) accrued to (but excluding) the Redemption Dateit, provided that no such notice of redemption shall be given earlier than 90 calendar days before prior to the earliest date on which the Company Issuer would be required obliged to pay such additional amounts were a payment in respect of the Note Notes then due. (ii) The Company may at . Prior to the publication of any timenotice of redemption pursuant to this paragraph, the Issuer shall deliver to the Principal Paying Agent a certificate signed by a duly authorised officer of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and from time to time, at its option, after having given not less than 30 nor more than 60 calendar days' notice an opinion of independent legal advisers of recognised standing to the Noteholders in accordance with Condition 15 (which notice shall be irrevocable), redeem effect that the Note for cash, in whole Issuer has or in part, at will become obliged to pay such additional amounts as a Redemption Price equal to 100% result of the principal amount of the Note to be redeemed, together with interest (if any) accrued and unpaid to (but excluding) the Redemption Date. If the Company elects to redeem less than all the Note, Company will select which Note to redeem by lot, random, such change or such other method it shall deem fair and appropriate. Upon expiry of any such notice period as is referred to in this Condition 7(B) (and subject as provided above), the Company shall be bound to redeem Note at their principal amount, together with interest accrued to but excluding the Redemption Date. Save where the Noteholder otherwise agrees in writing, a notice of optional redemption may only be given, and optional redemption may only occur, if on the date of the notice and the date of redemption, all Shares into which the Note can be converted (including additional shares which may be issuable on a downward adjustment to the Conversion Price) are covered by an effective registration statement and will be Freely Tradable on issueamendment. (C) Subject to applicable law, the Company or any of its Subsidiaries may at any time purchase the Note in any manner and at any price in the open market or by private treaty. A Note purchased by the Company or any of its Subsidiaries will forthwith be surrendered for cancellation and shall no longer be deemed Outstanding. (D) A Note which is redeemed by the Company will forthwith be canceled and may not be reissued or resold.

Redemption and Purchase. (A) 8.1 Redemption at maturity Unless previously redeemed, converted redeemed or purchased and canceled cancelled as provided hereinspecified below, each outstanding Note will be redeemed by the Company will redeem the Note Issuer at its principal amount then Prevailing Principal Amount on June 30, 2006the Maturity Date. (i) If 8.2 Redemption for tax reasons If, as a result of any change in, or amendment to, the laws or regulations of the U.S. or any political sub-division of, or any authority in, or of, the U.S. having power to tax, a Relevant Jurisdiction (as defined in Condition 9) or any change or clarification in the application or official interpretation of such the laws or regulationsregulations of a Relevant Jurisdiction, which change change, clarification or amendment becomes effective after 18 June 2021, on the initial issuance of the Notenext Interest Payment Date, the Company has or will become obliged Issuer would: (a) be required to (i) pay additional amounts as provided or referred to in Condition 8 9 and (and such amendment ii) make any withholding or change has been evidenced deduction for, or on account of, any Taxes imposed or levied by the delivery by the Company to the Paying Agent (who shall, in the absence of manifest error, accept such certificate and opinion as sufficient evidence thereof) of (x) a certificate signed by two officers of the Company or on behalf of the Company stating that Relevant Jurisdiction where such amendment or change has occurred (irrespective of whether such amendment or change is then effective), describing the facts leading thereto and stating that such obligation requirement cannot be avoided by the Company Issuer taking reasonable measures available to it and it; or (yb) an opinion no longer be entitled to claim a deduction in calculating its tax liability in a Relevant Jurisdiction in respect of independent legal advisers the payment of recognized standing interest to be made on the next Interest Payment Date, or the value of such deduction to the effect that such amendment or change has occurred Issuer, as compared to what it would have been on 18 June 2021, is reduced, (irrespective of whether such amendment or change is each a “Tax Event”) then effective)the Issuer may, the Company may at its option, having given not less than 30 nor and not more than 60 calendar days' notice to the Noteholder in accordance with Condition 15 (which notice shall be irrevocable), redeem the Note at its principal amount together with interest (if any) accrued to (but excluding) the Redemption Date, provided that no notice of redemption shall be given earlier than 90 calendar days before the earliest date on which the Company would be required to pay such additional amounts were a payment in respect of the Note then due. (ii) The Company may at any time, and from time to time, at its option, after having given not less than 30 nor more than 60 calendar days' notice to the Noteholders in accordance with Condition 15 14 (which notice shall be irrevocable and shall specify the date fixed for redemption), redeem all, but not some only, of the Notes then outstanding, subject (if required by applicable law) to having obtained the prior approval of the BRSA, at any time at their then Prevailing Principal Amount together with interest accrued to (but excluding) the date of redemption. Prior to the publication of any notice of redemption pursuant to this Condition 8.2, the Issuer shall deliver to the Fiscal Agent: (i) a certificate signed by two Directors of the Issuer stating that the requirements referred to in subparagraphs (a) and (b) above will apply on the next Interest Payment Date and, in the case of (a), cannot be avoided by the Issuer taking reasonable measures available to it, (ii) the BRSA's written approval for such redemption of the Notes and (iii) an opinion of independent legal advisers, in the case of subparagraph (a) above or independent tax advisers, in the case of subparagraph (b) above, in each case, of recognised standing to the effect that the Issuer has or will become obliged to pay such additional amounts or no longer be entitled to claim such entitlement or deduction or the value of such deduction will be so reduced, in each case as applicable and as a result of the change, amendment or clarification. 8.3 Redemption at the option of the Issuer (Issuer Call) The Issuer may, having given not less than 30 and not more than 60 days' notice to the Noteholders in accordance with Condition 14 (which notice shall be irrevocable), redeem the Note for cashall, in whole or in partbut not some only, at a Redemption Price equal to 100% of the principal amount Notes then outstanding, subject (if required by applicable law) to having obtained the prior approval of the Note to be redeemedBRSA, on the Reset Date at their then Prevailing Principal Amount together with interest (if any) accrued and unpaid to (but excluding) the Reset Date. 8.4 Redemption upon a Capital Disqualification Event If a Capital Disqualification Event occurs at any time after the Issue Date. If , the Company elects to redeem Issuer may, having given not less than all 30 and not more than 60 days' notice to the Note, Company will select Noteholders in accordance with Condition 14 (which Note to redeem by lot, random, or such other method it shall deem fair and appropriate. Upon expiry of any such notice period as is referred to in this Condition 7(B) (and subject as provided above), the Company shall be bound irrevocable and shall specify the date fixed for redemption, which date shall not be earlier than the date falling three months prior to the date on which the Notes (or the applicable portion thereof) cease to be eligible for inclusion as Tier 2 capital of the Issuer) redeem Note all, but not some only, of the Notes then outstanding at any time at their principal amount, then Prevailing Principal Amount together with interest accrued to (but excluding the Redemption Date. Save where the Noteholder otherwise agrees in writing, a notice of optional redemption may only be given, and optional redemption may only occur, if on the date of the notice and excluding) the date of redemption. Prior to the publication of any notice of redemption pursuant to this Condition 8.4, the Issuer shall deliver to the Fiscal Agent (i) the required confirmation in writing by the BRSA, if applicable, of the occurrence of the relevant Capital Disqualification Event and (ii) a certificate signed by two Directors of the Issuer stating that such Capital Disqualification Event has occurred. For the purposes of this Condition 8.4, "Capital Disqualification Event" means if, as a result of any change in applicable law (including the Equity Regulation), or the application or official interpretation thereof, which change in application or official interpretation is confirmed in writing by the BRSA, all Shares into which the Note can be converted (including additional shares which may be issuable on a downward adjustment to the Conversion Price) are covered by an effective registration statement and will be Freely Tradable on issue. (C) Subject to applicable law, the Company or any part of its Subsidiaries may at any time purchase the Note in any manner and at any price in Prevailing Principal Amount of the open market outstanding Notes is not (or by private treaty. A Note purchased by will cease to be) eligible for inclusion as Tier 2 capital of the Company or any of its Subsidiaries will forthwith be surrendered for cancellation and shall no longer be deemed OutstandingIssuer. (D) A Note which is redeemed by the Company will forthwith be canceled and may not be reissued or resold.

Redemption and Purchase. (A1) Unless previously redeemed, converted redeemed or purchased and canceled as provided hereincancelled, the Company will redeem Bonds shall be redeemed on July 8, 2016 (the Note “Maturity Date”) at its a price equal to their principal amount on June 30, 2006amount. (iI) If The Bonds may be redeemed, as a result of any change inwhole but not in part, or amendment to, at the laws or regulations option of the U.S. or any political sub-division of, or any authority in, or of, the U.S. having power to tax, or any change in the application or official interpretation Issuer upon such prior notice of such laws or regulations, which change or amendment becomes effective after the initial issuance of the Note, the Company has or will become obliged to pay additional amounts as provided or referred to in Condition 8 (and such amendment or change has been evidenced by the delivery by the Company to the Paying Agent (who shall, in the absence of manifest error, accept such certificate and opinion as sufficient evidence thereof) of (x) a certificate signed by two officers of the Company on behalf of the Company stating that such amendment or change has occurred (irrespective of whether such amendment or change is then effective), describing the facts leading thereto and stating that such obligation cannot be avoided by the Company taking reasonable measures available to it and (y) an opinion of independent legal advisers of recognized standing to the effect that such amendment or change has occurred (irrespective of whether such amendment or change is then effective), the Company may at its option, having given not less than 30 nor more than 60 calendar days' notice to the Noteholder in accordance with Condition 15 redemption (which notice shall be irrevocable)) to the Bondholders and the holders of Coupons as set forth below, redeem the Note at its a price equal to their principal amount amount, together with any interest (if any) accrued to the date fixed for redemption, if, as a result of any amendment to, or change in, the laws (but excludingor any regulations or rulings promulgated thereunder) of the Redemption United States or any political subdivision or taxing authority thereof or therein affecting taxation, or any amendment to or change in an official position regarding the application or interpretation of such laws, regulations or rulings, which amendment or change is effective after the date of issue of the Book-Entry Bonds, the Issuer will become obligated to pay Additional Amounts (as defined in Condition 7) pursuant to Condition 7 on the next succeeding Interest Payment Date, (i) unless such obligation to pay Additional Amounts can be avoided by the use of reasonable measures available to the Issuer, and (ii) provided that (x) no such notice of redemption shall may be given earlier than 90 calendar sixty (60) days before prior to the earliest date on which the Company Issuer would be required obligated to pay such additional amounts Additional Amounts were a payment in respect of the Note Bonds then due. due and (y) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption to the Bondholders and the holders of Coupons pursuant to the preceding paragraph, the Issuer shall deliver to the Fiscal Agent a certificate stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred and an opinion of an independent legal counsel of recognized standing to the Issuer to such effect based on such statements of facts. If the Issuer becomes obligated to pay any Additional Amount pursuant to Condition 7 and the Issuer is, in the opinion of an independent legal counsel of recognized standing with respect to tax matters, prohibited by United States law from paying all or any part of such Additional Amount, the Issuer shall, as soon as practicable but not later than the fortieth (40th) day after (i) the occurrence of the events giving rise to the obligations of the Issuer to pay the Additional Amount or (ii) The Company may at any timethe date on which such United States law becomes effective, and from time to time, at its option, after having given not less than 30 nor more than 60 calendar days' notice to the Noteholders in accordance with Condition 15 (which notice shall be irrevocable)whichever is later, redeem the Note for cashBonds as a whole, in whole or but not in part, at a Redemption Price price equal to 100% of the principal amount of the Note to be redeemed, together with interest (if any) accrued and unpaid to (but excluding) the Redemption Date. If the Company elects to redeem less than all the Note, Company will select which Note to redeem by lot, random, or such other method it shall deem fair and appropriate. Upon expiry of any such notice period as is referred to in this Condition 7(B) (and subject as provided above), the Company shall be bound to redeem Note at their principal amount, together with interest accrued to the date fixed for redemption (but excluding subject to applicable United States law), upon giving notice to the Redemption DateFiscal Agent in writing stating that the Issuer would be obligated to pay such Additional Amount and that it is prohibited by United States law from paying the same and stating in reasonable detail the facts and circumstances giving rise to such prohibition and setting forth the proposed redemption date. Save where Such notice shall be accompanied by an opinion of an independent legal counsel of recognized standing, stating to the Noteholder otherwise agrees effect that the Issuer would be obligated to pay such Additional Amount and that the Issuer is prohibited by United States law from paying the same. Upon making such payment of the principal amount and accrued interest (but exclusive of such Additional Amounts) as provided in writingthis Condition 5(2)(I), a the Issuer shall be discharged in full from any further obligation as to principal of or interest on the Bonds. The certificate and the opinion given under this Condition 5(2)(I) shall be kept at the Head Office of the Fiscal Agent promptly after the Fiscal Agent receives them and up to the expiry of one month after the redemption date, and shall be made available for perusal or photocopying by any Bondholder during normal business hours. All expenses incurred for such photocopying shall be borne by the applicant therefor. The Issuer shall give any notice to the Fiscal Agent pursuant to this Condition 5(2)(I) at least thirty (30) days prior to the proposed redemption date and shall give public notice of optional redemption may only be given, and optional redemption may only occur, if on such matters to the date of the notice Bondholders and the date holders of redemption, all Shares into which the Note can be converted Coupons at least fourteen (including additional shares which may be issuable on a downward adjustment 14) days prior to the Conversion Price) are covered by an effective registration statement and will be Freely Tradable on issuesuch redemption date. (CII) Subject In addition, if the Issuer determines that any payment made outside the United States by the Issuer or any paying agent of the full amount of principal or interest due with respect to applicable lawany Bond would, under any present or future laws or regulations of the United States affecting taxation or otherwise, be subject to any certification, information, documentation or other reporting requirement of any kind, the Company effect of which requirement is the disclosure to the Issuer, any paying agent or any governmental authority of the nationality, residence or identity of a beneficial owner of such Bond or Coupon who is a non-U.S. person, as defined in Condition 7, the Issuer at its election may either (A) redeem the Bonds, as a whole but not in part, upon not less than thirty (30) nor more than sixty (60) days prior redemption notice to the Bondholders and the holders of Coupons, at a price equal to their principal amount, together with any interest accrued to the date fixed for redemption, or (B) if, and so long as, the conditions set forth in Condition 7(2) are satisfied, pay the Additional Amounts specified therein; provided, however, that this sentence shall not apply to such a requirement (i) which would not be applicable to a payment made by the Issuer or the paying agent, (x) directly to the beneficial owner or (y) to any custodian, nominee or other agent of the beneficial owner, or (ii) which can be satisfied by the custodian, nominee or other agent certifying that the beneficial owner is a non-U.S. person, provided, in each case referred to in clauses (i) (y) and (ii), that payment by such custodian, nominee or other agent of such beneficial owner is not otherwise subject to any such requirement. The Issuer will make such determination and election and will notify the Fiscal Agent thereof (the “Determination Notice”) as soon as practicable and within fifteen (15) days therefrom give public notice of such determination to the Bondholders and the holders of Coupons as set forth below, in each case stating the effective date of such certification, information, documentation or other reporting requirement, whether the Issuer will redeem the Bonds or will pay the Additional Amounts as specified in Condition 7 and (if any) the last date by which the redemption of the Bonds must take place. If the Issuer elects to redeem the Bonds pursuant to clause (A) above, such redemption shall take place on such date, not later than one year after publication of the Determination Notice, as the Issuer elects by notice to the Fiscal Agent at least seventy-five (75) days before such date. The Issuer will promptly thereafter give public notice of redemption of the Bonds to the Bondholders and the holders of Coupons as set forth in clause (A) above. Notwithstanding the foregoing, the Issuer will not so redeem the Bonds or permit redemption of the Bonds, as the case may be, if the Issuer subsequently determines not less than thirty (30) days prior to the date fixed for redemption that subsequent payments on such Bonds would not be subject to any such requirement, in which case the Issuer will promptly notify the Fiscal Agent and will give public notice of that determination to the Bondholders and the holders of Coupons at least fourteen (14) days prior to such redemption date, and any earlier redemption notice will thereupon be revoked and of no further effect. All expenses necessary for the procedures under this Condition 5(2) shall be borne by the Issuer. (3) The Issuer or any of its Subsidiaries may at any time purchase the Note in any manner and at any price Bonds in the open market or by private treaty. A Note purchased by otherwise and hold or cancel them (in the Company or any case of its Subsidiaries will forthwith be surrendered for cancellation and shall no longer be deemed Outstandingcancellation, together with all unmatured Coupons appertaining thereto). (D4) A Note which is redeemed by Except as otherwise provided in these Conditions of Bonds, the Company will forthwith be canceled and Issuer may not be reissued repay principal of the Bonds in whole or resoldin part prior to the maturity thereof.

Redemption and Purchase. (A) Unless previously redeemed, converted or purchased and canceled as provided herein, the Company will redeem the Principal Amount of the Note at its principal amount in six equal installments on each Payment Date commencing on June 3014, 20062004. (B) (i) If as a result of any change in, or amendment to, the laws or regulations of the U.S. or any political sub-division of, or any authority in, or of, the U.S. having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective after the initial issuance of the NoteDecember 14, 2003, the Company has or will become obliged to pay additional amounts as provided or referred to in Condition 8 (and such amendment or change has been evidenced by the delivery by the Company to the Paying Agent paying agent or Noteholder (who shall, in the absence of manifest error, accept such certificate and opinion as sufficient evidence thereof) of (x) a certificate signed by two officers of the Company on behalf of the Company stating that such amendment or change has occurred (irrespective of whether such amendment or change is then effective), describing the facts leading thereto and stating that such obligation cannot be avoided by the Company taking reasonable measures available to it and (y) an opinion of independent legal advisers of recognized standing to the effect that such amendment or change has occurred (irrespective of whether such amendment or change is then effective), the Company may at its option, having given not less than 30 nor more than 60 calendar days' ’ notice to the Noteholder Noteholders in accordance with Condition 15 (which notice shall be irrevocable), redeem all the Note Notes but not some only, at its principal amount their Principal Amount together with interest (if any) accrued to (but excluding) the Redemption Date, provided that no notice of redemption shall be given earlier than 90 calendar days before the earliest date on which the Company would be required to pay such additional amounts were a payment in respect of the Note Notes then due. (ii) The Company may at any time, and from time to time, at its option, after having given not less than 30 nor more than 60 calendar days' notice to the Noteholders in accordance with Condition 15 (which notice shall be irrevocable), redeem the Note for cash, in whole or in part, at a Redemption Price equal to 100% of the principal amount of the Note to be redeemed, together with interest (if any) accrued and unpaid to (but excluding) the Redemption Date. If the Company elects to redeem less than all the Note, Company will select which Note to redeem by lot, random, or such other method it shall deem fair and appropriate. Upon expiry of any such notice period as is referred to in this Condition 7(B) (and subject as provided above), the Company shall be bound to redeem Note at their principal amount, together with interest accrued to but excluding the Redemption Date. Save where the Noteholder otherwise agrees in writing, a notice of optional redemption may only be given, and optional redemption may only occur, if on the date of the notice and the date of redemption, all Shares into which the Note can be converted (including additional shares which may be issuable on a downward adjustment to the Conversion Price) are covered by an effective registration statement and will be Freely Tradable on issue. (C) Subject to applicable law, the Company or any of its Subsidiaries may at any time purchase the Note in any manner and at any price in the open market or by private treaty. A Note purchased by the Company or any of its Subsidiaries will forthwith be surrendered for cancellation and shall no longer be deemed Outstanding. (D) A Note which is redeemed by the Company will forthwith be canceled and may not be reissued or resold.

Redemption and Purchase. (Aa) Final redemption Unless previously redeemed, converted or purchased and canceled as provided hereincancelled, the Company Bonds will redeem be redeemed at their Principal Amount Outstanding together with accrued interest on the Note Interest Payment Date falling on or about 15 March 2013 (the “Maturity Date”). The Bonds may not be redeemed at its principal amount on June 30the option of the Issuer in whole or in part other than in accordance with this Condition, 2006but without prejudice to Condition 9. (b) Redemption for taxation reasons The Bonds may be redeemed on an Interest Payment Date at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days’ notice to the Bondholders (which notice shall be irrevocable), at their Principal Amount Outstanding, (together with interest accrued to the date fixed for redemption), if (i) If the Issuer satisfies the Trustee immediately prior to the giving of such notice that it has or will become required to pay additional amounts as provided or referred to in Condition 8 as a result of any change in, or amendment to, the laws or regulations of Delaware, the U.S. United States of America or of any other jurisdiction or any political sub-division of, subdivision or any authority in, thereof or of, the U.S. therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the initial issuance of the Note10 October 2006, the Company has or will become obliged to pay additional amounts as provided or referred to in Condition 8 (and such amendment or change has been evidenced by the delivery by the Company to the Paying Agent (who shall, in the absence of manifest error, accept such certificate and opinion as sufficient evidence thereofii) of (x) a certificate signed by two officers of the Company on behalf of the Company stating that such amendment or change has occurred (irrespective of whether such amendment or change is then effective), describing the facts leading thereto and stating that such obligation cannot be avoided by the Company Issuer taking reasonable measures available to it and (y) an opinion of independent legal advisers of recognized standing to the effect that such amendment or change has occurred (irrespective of whether such amendment or change is then effective), the Company may at its option, having given not less than 30 nor more than 60 calendar days' notice to the Noteholder in accordance with Condition 15 (which notice shall be irrevocable), redeem the Note at its principal amount together with interest (if any) accrued to (but excluding) the Redemption Dateit, provided that no such notice of redemption shall be given earlier than 90 calendar days before prior to the earliest date on which the Company Issuer would be required obliged to pay such additional amounts were a payment in respect of the Note Bonds then due. , and (iii) the Issuer has, prior to giving the notice referred to below, delivered a certificate addressed to the Trustee certifying to the satisfaction of the Trustee that it will have the necessary funds on such date to redeem all the Bonds each in an amount equal to their Principal Amount Outstanding. Prior to the publication of any notice of redemption pursuant to this paragraph, the Issuer shall deliver to the Trustee a certificate signed by an officer of the Issuer stating that the obligation referred to in (i) above cannot be avoided by the Issuer taking reasonable measures available to it and confirming the condition precedent set out in (ii) The Company may at any timeabove, and from time to time, at its option, after having given not less than 30 nor more than 60 calendar days' notice to the Noteholders in accordance with Condition 15 (which notice Trustee shall be irrevocable), redeem entitled to accept such certificate as sufficient evidence of the Note for cashsatisfaction of the condition precedents set out in (i) and (ii) above, in whole or in part, at a Redemption Price equal to 100% of the principal amount of the Note to be redeemed, together with interest (if any) accrued and unpaid to (but excluding) the Redemption Date. If the Company elects to redeem less than all the Note, Company will select which Note to redeem by lot, random, or such other method event it shall deem fair be conclusive and appropriate. Upon expiry binding on the Bondholders save that the Trustee shall also be entitled to request legal opinions in form and substance satisfactory to it to confirm any of any such notice period as is matters referred to in this Condition 7(B) (and subject as provided above), the Company shall be bound to redeem Note at their principal amount, together with interest accrued to but excluding the Redemption Date. Save where the Noteholder otherwise agrees in writing, a notice of optional redemption may only be given, and optional redemption may only occur, if on the date of the notice and the date of redemption, all Shares into which the Note can be converted (including additional shares which may be issuable on a downward adjustment to the Conversion Price) are covered by an effective registration statement and will be Freely Tradable on issueCondition. (C) Subject to applicable law, the Company or any of its Subsidiaries may at any time purchase the Note in any manner and at any price in the open market or by private treaty. A Note purchased by the Company or any of its Subsidiaries will forthwith be surrendered for cancellation and shall no longer be deemed Outstanding. (D) A Note which is redeemed by the Company will forthwith be canceled and may not be reissued or resold.

Redemption and Purchase. (A) Unless previously redeemed, converted or purchased and canceled as provided herein, the Company will redeem the Note at its principal amount on June 30March 31, 20062007. (B) (i) If as a result of any change in, or amendment to, the laws or regulations of the U.S. or any political sub-division of, or any authority in, or of, the U.S. having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective after the initial issuance of the NoteMarch 31, 2002, the Company has or will become obliged to pay additional amounts as provided or referred to in Condition 8 (and such amendment or change has been evidenced by the delivery by the Company to the Paying Agent paying agent or Noteholder (who shall, in the absence of manifest error, accept such certificate and opinion as sufficient evidence thereof) of (x) a certificate signed by two officers of the Company on behalf of the Company stating that such amendment or change has occurred (irrespective of whether such amendment or change is then effective), describing the facts leading thereto and stating that such obligation cannot be avoided by the Company taking reasonable measures available to it and (y) an opinion of independent legal advisers of recognized standing to the effect that such amendment or change has occurred (irrespective of whether such amendment or change is then effective), the Company may at its option, having given not less than 30 nor more than 60 calendar days' notice to the Noteholder Noteholders in accordance with Condition 15 (which notice shall be irrevocable), redeem all the Note Notes but not some only, at its their principal amount together with interest (if any) accrued to (but excluding) the Redemption Date, provided that no notice of redemption shall be given earlier than 90 calendar days before the earliest date on which the Company would be required to pay such additional amounts were a payment in respect of the Note Notes then due. (ii) The Company may at any time, and from time to time, at its option, after having given not less than 30 nor more than 60 calendar days' notice to the Noteholders in accordance with Condition 15 (which notice shall be irrevocable), redeem the Note for cash, in whole or in part, at a Redemption Price equal to 100% of the principal amount of the Note to be redeemed, together with interest (if any) accrued and unpaid to (but excluding) the Redemption Date. If the Company elects to redeem less than all the Note, Company will select which Note to redeem by lot, random, or such other method it shall deem fair and appropriate. Upon expiry of any such notice period as is referred to in this Condition 7(B) (and subject as provided above), the Company shall be bound to redeem Note at their principal amount, together with interest accrued to but excluding the Redemption Date. Save where the Noteholder otherwise agrees in writing, a notice of optional redemption may only be given, and optional redemption may only occur, if on the date of the notice and the date of redemption, all Shares into which the Note can be converted (including additional shares which may be issuable on a downward adjustment to the Conversion Price) are covered by an effective registration statement and will be Freely Tradable on issue. (C) Subject to applicable law, the Company or any of its Subsidiaries may at any time purchase the Note in any manner and at any price in the open market or by private treaty. A Note purchased by the Company or any of its Subsidiaries will forthwith be surrendered for cancellation and shall no longer be deemed Outstanding. (D) A Note which is redeemed by the Company will forthwith be canceled and may not be reissued or resold.

Redemption and Purchase. (Aa) Redemption at maturity Unless previously redeemed, converted redeemed or purchased and canceled cancelled as provided hereinspecified below, each Note (including each Index Linked Redemption Note and Dual Currency Redemption Note) will be redeemed by the Issuer at its Final Redemption Amount specified in, or determined in the manner specified in, the Company will redeem applicable Pricing Supplement in the relevant Specified Currency on the Maturity Date. (b) Redemption for tax reasons The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time (if this Note at its principal amount is neither a Floating Rate Note, an Index Linked Interest Note nor a Dual Currency Interest Note) or on June 30any Interest Payment Date (if this Note is either a Floating Rate Note, 2006.an Index Linked Interest Note or a Dual Currency Interest Note), on giving not less than 30 nor more than 60 days’ notice to the Principal Paying Agent and, in accordance with Condition 15, the Noteholders (which notice shall be irrevocable), if: (i) If on the occasion of the next payment due under the Notes, the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 9 or the Guarantor would be unable for reasons outside its control to procure payment by the Issuer and in making payment itself would be required to pay such additional amounts, in each case as a result of any change in, or amendment to, the laws or regulations of the U.S. a Tax Jurisdiction (as defined in Condition 9) or any political sub-division subdivision of, or any authority in, or of, the U.S. a Tax Jurisdiction having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the initial issuance date on which agreement is reached to issue the first Tranche of the Note, the Company has or will become obliged to pay additional amounts as provided or referred to in Condition 8 Notes; and (and such amendment or change has been evidenced by the delivery by the Company to the Paying Agent (who shall, in the absence of manifest error, accept such certificate and opinion as sufficient evidence thereofii) of (x) a certificate signed by two officers of the Company on behalf of the Company stating that such amendment or change has occurred (irrespective of whether such amendment or change is then effective), describing the facts leading thereto and stating that such obligation cannot be avoided by the Company Issuer or, as the case may be, the Guarantor taking reasonable measures available to it and (y) an opinion of independent legal advisers of recognized standing to the effect that such amendment or change has occurred (irrespective of whether such amendment or change is then effective), the Company may at its option, having given not less than 30 nor more than 60 calendar days' notice to the Noteholder in accordance with Condition 15 (which notice shall be irrevocable), redeem the Note at its principal amount together with interest (if any) accrued to (but excluding) the Redemption Dateit, provided that no such notice of redemption shall be given earlier than 90 calendar days before prior to the earliest date on which the Company Issuer or, as the case may be, the Guarantor would be required obliged to pay such additional amounts were a payment in respect of the Note Notes then due. Prior to the publication of any notice of redemption pursuant to this Condition, the Issuer shall deliver to the Principal Paying Agent to make available at its specified office to the Noteholders (i) a certificate signed by two directors of the Issuer or, as the case may be, two directors of the Guarantor stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and (ii) an opinion of independent legal advisers of recognised standing to the effect that the Issuer or, as the case may be, the Guarantor has or will become obliged to pay such additional amounts as a result of such change or amendment. Notes redeemed pursuant to this Condition 8(b) will be redeemed at their Early Redemption Amount referred to in paragraph (e) below together (if appropriate) with interest accrued to (but excluding) the date of redemption. (iic) The Company may Redemption at any timethe option of the Issuer (Issuer Call) If Issuer Call is specified as being applicable in the applicable Pricing Supplement, and from time to timethe Issuer may, at its option, after having given given: (i) not less than 30 15 nor more than 60 calendar 30 days' ’ notice to the Noteholders in accordance with Condition 15; and (ii) not less than 15 days before the giving of the notice referred to in (i), notice to: (a) the Principal Paying Agent; and (b) in the case of a redemption of Registered Notes, the Registrar; (which notice notices shall be irrevocableirrevocable and shall specify the date fixed for redemption), redeem the Note for cash, in whole all or in part, at a Redemption Price equal to 100% some only of the principal amount of Notes then outstanding on any Optional Redemption Date and at the Note to be redeemedOptional Redemption Amount(s) specified in, together or determined in the manner specified in, the applicable Pricing Supplement together, if appropriate, with interest (if any) accrued and unpaid to (but excluding) the relevant Optional Redemption Date. If the Company elects to redeem Any such redemption must be of a nominal amount not less than all to the NoteMinimum Redemption Amount and not more than the Maximum Redemption Amount in each case as may be specified in the applicable Pricing Supplement. In the case of a partial redemption of Notes, Company the Notes to be redeemed (‘‘Redeemed Notes’’) will select which Note to redeem be selected individually by lot, randomin the case of Redeemed Notes represented by definitive Notes, or and in accordance with the rules of Euroclear and/or Clearstream, Luxembourg and/or DTC and/or the CMU Service, in the case of Redeemed Notes represented by a Global Note, not more than 30 days prior to the date fixed for redemption (such other method it 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 15 not less than 15 days prior to the date fixed for redemption. The aggregate nominal amount of Redeemed Notes represented by definitive Notes shall deem fair and appropriatebear the same proportion to the aggregate nominal amount of all Redeemed Notes as the aggregate nominal amount of definitive Notes outstanding bears to the aggregate nominal amount of the Notes outstanding, in each case on the Selection Date, provided that such first mentioned nominal amount shall, if necessary, be rounded downwards to the nearest integral multiple of the Specified Denomination. Upon expiry With respect to Notes represented by a Global Note, the aggregate nominal amount of any Redeemed Notes represented by such notice a Global Note shall be equal to the balance of the Redeemed Notes. No exchange of the relevant Global Note will be permitted during the period as is referred to in this Condition 7(B) from (and subject as provided above), including) the Company Selection Date to (and including) the date fixed for redemption pursuant to this paragraph (c) and notice to that effect shall be bound to redeem Note at their principal amount, together with interest accrued to but excluding given by the Redemption Date. Save where the Noteholder otherwise agrees in writing, a notice of optional redemption may only be given, and optional redemption may only occur, if on the date of the notice and the date of redemption, all Shares into which the Note can be converted (including additional shares which may be issuable on a downward adjustment Issuer to the Conversion Price) are covered by an effective registration statement and will be Freely Tradable on issueNoteholders in accordance with Condition 15 at least five days prior to the Selection Date. (Cd) Subject to applicable law, Redemption at the Company or any option of its Subsidiaries may at any time purchase the Note in any manner and at any price Noteholders (A) If Investor Put is specified in the open market or by private treaty. A Note purchased by the Company or any of its Subsidiaries will forthwith be surrendered for cancellation and shall no longer be deemed Outstanding. (D) A Note which is redeemed by the Company will forthwith be canceled and may not be reissued or resold.applicable Pricing Supplement