DATED 9 MARCH 2023 DEALER AGREEMENT BECTON, DICKINSON AND COMPANY as Issuer as Arranger and AS DEALERS

▇▇▇▇▇▇▇▇ CHANCE LLP

CONTENTS
Clause	Page

1.	Interpretation	1
2.	Issue	4
3.	Representations and Warranties	8
4.	Conditions Precedent	12
5.	Covenants and Agreements	13
6.	Obligations of the Dealers	18
7.	Termination and Appointment	18
8.	Calculation agent	20
9.	Status of the Dealers and the Arranger	20
10.	Notices	20
11.	Partial Invalidity	22
12.	Remedies and Waivers	22
13.	Recognition of the U.S. Special Resolution Regimes	22
14.	Counterparts	23
15.	Rights of Third Parties	23
16.	Governing Law	23
17.	Submission to Jurisdiction	23
Schedule 1 Condition Precedent Documents		25
Schedule 2 Selling Restrictions		27
Schedule 3 Notification Letter for an Increase in the Maximum Amount		30
Schedule 4 Dealer Accession Letter		32
Schedule 5 Form of Calculation Agency Agreement		34

(1)	▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ AND COMPANY (the "Issuer");

(2)	[***]  as arranger (the "Arranger"); and

(3)	[***]  and [***]  (the "Original Dealers").

1.	INTERPRETATION

1.1	Definitions

(a)

the Information Memorandum (including all documents and information that have been incorporated by reference therein as set out under the heading "Documents Incorporated By Reference"); and

(b)

any other document delivered by the Issuer to a Dealer which the Issuer has expressly authorised in writing to be distributed to actual or potential purchasers of Notes.

(a)

in relation to any Dollar Note, the nominal amount of such Note; and

(b)

in relation to any Note denominated or to be denominated in any other currency, the amount in Dollars which would be required to purchase the nominal amount of such Note as expressed in such other currency at the spot rate of exchange for the purchase of such other currency with Dollars quoted by the Agent at or about 11.00 a.m. (London time) on such day;

(a)

an entity of which a person has direct or indirect control or owns directly or indirectly more than 50 per cent. of the voting capital or similar right of ownership and "control" for this purpose means the power to direct the management and the policies of the entity whether through the ownership of voting capital, by contract or otherwise; or

(b)

an entity whose financial statements are, in accordance with applicable law and generally accepted accounting principles, consolidated with those of another person.

1.2	Construction

1.2.1

In this Agreement, unless the contrary intention appears, a reference to:

(a)

a provision of a law is a reference to that provision as amended, extended, applied or re-enacted and includes any subordinate legislation;

(b)

a Clause or a Schedule is a reference to a clause of or a schedule to this Agreement;

(c)

a person includes any individual, company, corporation, unincorporated association or body (including a partnership, trust, joint venture or consortium), government, state, agency, organisation or any other entity whether or not having separate legal personality, and references to any person shall include its successors in title, permitted assigns and permitted transferees;

(d)

assets includes present and future properties, revenues and rights of every description;

(e)

an authorisation includes any authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration;

(f)

a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, inter-governmental or supranational body, agency, department or authority; and

(g)

any Programme Agreement or other document is a reference to that Programme Agreement or other document as amended, novated, restated, superseded or supplemented.

1.2.2

The index to and the headings in this Agreement are for convenience only and are to be ignored in construing this Agreement.

2.

ISSUE

2.1	Appointment of Dealers

2.2	The Uncommitted Programme

2.2.1

The Issuer shall not be under any obligation to issue any Notes, and a Dealer shall not be under any obligation to subscribe for or procure the subscription for any Notes, until such time as an agreement for a Note Transaction has been reached between the Issuer and that Dealer.

2.2.2

Each of the Issuer and the Dealers agree that solely by virtue of appointment as Arranger or Dealer, as applicable, on this Programme, neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of Chapter 3.2 of the FCA Handbook Product Intervention and Product Governance Sourcebook.

2.2.3

Each of the Issuer and the Dealers agree that solely by virtue of appointment as Arranger or Dealer, as applicable, on this Programme, neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of EU Delegated Directive 2017/593.

2.2.4

The Issuer has determined and hereby notifies the Dealers, that all Notes issued or to be issued under the Programme are "prescribed capital markets products" (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018).

2.3	Issue of Notes

2.3.1

Subject to the terms of this Agreement, the Issuer may issue Notes to any of the Dealers from time to time at such prices and upon such terms as the Issuer and the relevant Dealer may agree.  The Issuer acknowledges that the Dealers may resell Notes subscribed for by such Dealers.

2.3.2

Each issue of Notes having the same Issue Date, Maturity Date, currency and denominations, yield and redemption basis will be represented by one or more Global Notes or by Definitive Notes having the aggregate principal amount of such issue as may be agreed between the Issuer and the relevant Dealer. A Global Note will only be exchangeable into Definitive Notes in the circumstances set out in the Global Note.

2.3.3

The tenor of each Note shall not be less than one day nor greater than 183 days, with that tenor being calculated from (and including) the issue date to (but excluding) the maturity date of that Note.

2.3.4

Global Notes and Definitive Notes (if any) shall be issued in the following denominations (or integral multiples thereof):

(a)

for Australian Dollar Notes, AUD 1,000,000;

(b)

for Canadian Dollar Notes, CAD 500,000;

(c)

for euro Notes, €500,000;

(d)

for Hong Kong Dollar Notes, HKD 2,000,000;

(e)

for New Zealand Dollar Notes, NZD 1,000,000;

(f)

for Renminbi Notes, CNY 1,000,000;

(g)

for Sterling Notes, £100,000;

(h)

for Swiss Franc Notes, CHF 500,000;

(i)

for U.S.Dollar Notes, U.S.$500,000; or

(j)

for Yen Notes, Yen 100,000,000,

2.3.5

The aggregate amount of Notes outstanding at any time, when aggregated with the aggregate principal amount of securities outstanding under the US Programme, will not exceed the Maximum Amount.  For the purposes of calculating the Maximum Amount of Notes issued under this Agreement, the principal amount of any outstanding Note denominated in any currency other than Dollars shall be taken as the Dollar Equivalent of such principal amount as at the Issue Date of the Notes then to be issued.

2.4	Agreements for Note Transactions

2.4.1

the Issuer shall instruct the Agent to issue that Note and deliver it in accordance with the terms of the Agency Agreement;

2.4.2

the relevant Dealer shall pay the subscription price of such Note on the issue date:

(a)

in the case of a euro Note, by transfer of same-day funds settled through the TARGET2 System to such euro account as the Agent shall from time to time have specified for this purpose; or

(b)

in the case of a Sterling Note, by transfer of same-day funds to the Sterling account in London as the Agent shall from time to time have specified for this purpose; or

(c)

in the case of a Dollar Note, by transfer of funds settled through the New York Clearing House Interbank Payments System (or such other same day value funds as at the time shall be customary for the settlement in New York City of international banking transactions denominated in Dollars) to the account in New York denominated in Dollars as the Agent shall from time to time have specified for this purpose; or

(d)

in all other cases, by transfer of freely transferable same day funds in the relevant currency to the account of the Agent at such bank in the applicable jurisdiction for such currency as the Agent may from time to time have specified for this purpose; and

2.4.3

the relevant Dealer shall notify the Agent and the Issuer of the payment and delivery instructions applicable to such Note in accordance with prevailing market practice and in sufficient time to enable the Agent to deliver such Note(s) (or make the same available for collection) on the relevant issue date.

2.5	Failure to issue

2.6	Optional currencies

2.6.1

it being lawful and in compliance with all requirements of any relevant central bank and any other relevant fiscal, monetary, regulatory or other authority from time to time, for deposits to be made in such currency and for such Note to be issued, offered for sale, sold and delivered as contemplated by such Note Transaction;

2.6.2

such other currency being freely transferable and freely convertible into Dollars;

2.6.3

the consent of the Agent to that currency having been given; and

2.6.4

any appropriate amendments which the relevant Dealer and/or the Issuer shall require having been made to this Agreement and any appropriate amendments which the Issuer and/or the Agent shall require having been made to the Agency Agreement.

2.7	Increase in Maximum Amount

2.7.1

giving at least 10 days' notice by letter in substantially the form of Schedule 3 (Notification Letter for an Increase in the Maximum Amount) to each Dealer and to the Agent; and

2.7.2

delivering to each Dealer with that letter the documents referred to in that letter, in each case in form and substance acceptable to each Dealer.

2.8	Global Notes and Definitive Notes

2.8.1

Each Note issued will be represented initially by one or more Global Notes.

2.8.2

Global Notes will be exchangeable, in accordance with their terms, for Definitive Notes only upon default by the Issuer in the payment of any amount payable in respect of the Notes represented by such Global Notes or if one or both of Euroclear and Clearstream, Luxembourg or any other relevant Clearing System in which the relevant Global Note is held is closed for business for a continuous period of 14 days or more (other than by reason of weekends or public holidays, statutory or otherwise) or if any such Clearing System announces an intention to, or does in fact, permanently cease to do business.

3.	REPRESENTATIONS AND WARRANTIES

3.1	Representations and warranties

3.2

Status

3.3	Powers and authority

3.4	Binding obligations

3.5	Authorisations

3.5.1

to enable it lawfully to enter into, exercise its rights and comply with its obligations under, the Notes and Programme Agreements; and

3.5.2

to make the Programme Agreements and Notes admissible in evidence in its jurisdiction of incorporation,

3.6	Non-conflict

3.6.1

the constitutional documents of the Issuer; or

3.6.2

any law or regulation applicable to the Issuer; or

3.6.3

any agreement or instrument by which the Issuer or any of its assets are bound which might reasonably be expected to have a material adverse effect on the condition, financial or otherwise, or earnings, business, management or affairs of the Issuer and its subsidiaries, considered as one enterprise, or the ability of the Issuer to perform its obligations under the Notes and the Programme Agreements.

3.7

Ranking

3.8	Disclosure Documents

3.8.1

In the context of the Programme Agreements and the transactions contemplated by the Programme Agreements, the information contained or incorporated by reference in the Disclosure Documents is true and accurate in all material aspects and not misleading in any material respect and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

3.8.2

Any statements of intention, opinion, belief or expectation contained in the Disclosure Documents are, or will be at the date of its publication, honestly and reasonably made by the Issuer.

3.9	Financial information

3.9.1

were prepared in accordance with the requirements of applicable law and with generally accepted accounting principles in the jurisdiction of incorporation of the Issuer and are consistently applied throughout the periods involved; and

3.9.2

fairly represent, in all material respects, the financial condition and operations of the Issuer as at the date to which they were prepared.

3.10	Adverse change and litigation

3.10.1

there has been no adverse change in the business, financial or other condition or prospects of any member of the Group since the date of the most recently published audited consolidated financial statements of the Issuer; and

3.10.2

there is no litigation, arbitration or administrative proceeding pending or, to the knowledge of the Issuer, threatened against or affecting any member of the Group,

3.11	No default

3.12	No withholding tax

3.13	Maximum Amount

3.14	Anti-Bribery

3.15

Sanctions

3.16	Money Laundering Laws

3.17	Policies and procedures

3.18	United States Investment Company Act

3.19	U.S. selling restrictions

(a)

that neither it, nor any of its affiliates (as defined in Rule 405 under  the U.S. Securities Act of 1933, as amended (the "Securities Act")), nor any person (other than the Dealers, as to whom no representation or warranty is made) acting on its behalf or on behalf of any of its affiliates, has engaged or will engage in any directed selling efforts (as defined in Regulation S under the Securities Act ("Regulation S")) in the United States with respect to any Notes; and

(b)

that it, its affiliates (as defined in Rule 405 under the Securities Act) and any person (other than the Dealers, as to whom no representation or warranty is made) acting on its behalf or on behalf of any of its affiliates, have complied and will comply with the offering restrictions requirement of Regulation S under the Securities Act; and

(c)

that it is a domestic issuer that is a reporting issuer (as such terms are defined in Regulation S) and that it will not offer or sell, nor solicit offers to buy, securities under circumstances that would require registration of the Notes under the Securities Act.

3.20	Times for making representations and warranties

3.20.1

are made on the date of this Agreement; and

3.20.2

are deemed to be repeated on each date upon which the Maximum Amount is increased, each date a Note Transaction is agreed and each date upon which any Note is, or is to be, in each case issued by reference to the facts and circumstances then existing.

3.21	Notice of inaccuracy

4.	CONDITIONS PRECEDENT

4.1	Conditions precedent

4.2	Further conditions precedent

4.2.1

the representations and warranties of the Issuer contained in Clause 3 (Representations and warranties) being true and correct:

(a)

on each date upon which an agreement for a Note Transaction is made; and

(b)

on each date on which Notes are issued,

4.2.2

there being no breach as at the issue date of those Notes in the performance of the obligations of the Issuer under any of the Programme Agreements or any Note;

4.2.3

except as disclosed in any Disclosure Document issued before the date upon which an agreement for a Note Transaction is made, no Rating Agency having, in respect of any short-term debt securities of the Issuer issued any notice downgrading such securities or put any such rating on its "Creditwatch" list or other similar publication of formal review (including a notice confirming a change of outlook), in each case with negative implications; and

4.3	Sterling Definitive Notes

5.	COVENANTS AND AGREEMENTS

5.1

Duration

5.2	Information

5.2.1

notify each Dealer as to the nature of such information;

5.2.2

make a reasonable number of copies of such information available to each Dealer upon request and permit distribution of that information to actual or potential purchasers of Notes; and

5.3	Authorisation information

5.3.1

notify each Dealer as to the nature of such authorisation; and

5.3.2

upon request by a Dealer, make a reasonable number of copies of such authorisation available to that Dealer.

5.4

Ratings

5.5	Indemnification

5.5.1

The Issuer undertakes to each Dealer (each an "Indemnified Person") that if such Indemnified Person or any of its respective Related Parties incurs Loss arising out of, in connection with or based on:

(a)

the Issuer's failure to make due payment under the Notes or the Deed of Covenant; or

(b)

any Notes not being issued for any reason (other than as the result of the failure of any Dealer to pay for such Notes) after an agreement for that Note Transaction has been made; or

(c)

any breach or alleged breach of the representations, warranties, covenants or agreements made or deemed to be repeated by the Issuer  in this Agreement or any other Programme Agreement unless, in the case of an alleged breach only, the allegation is being made by such Indemnified Person or any of its Related Parties; or

(d)

any untrue or statement or alleged untrue statement of any material fact contained in the Disclosure Documents or the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading in any material respect unless, in the case of an alleged untrue statement or omission, the allegation is being made such Indemnified Person or any of its Related Parties,

5.5.2

In case any allegation as described in sub-clauses 5.5.1(d) or 5.5.1(e) above is made or any action is brought in respect of which an Indemnified Person is entitled to be paid by the Issuer under this Clause 5.5, the Indemnified Person shall promptly notify the Issuer in writing (although failure to do so will not relieve the Issuer from any liability under this Agreement). If any such allegation is made, the parties agree to consult in good faith with respect to the nature of the allegation. Subject to sub-clause 5.5.3 below, the Issuer may participate at its own expense in the defence of any action.

5.5.3

If it so elects within a reasonable time after receipt of the notice referred to in sub-clause 5.5.2 above, the Issuer may, subject as provided below, assume the defence of the action with legal advisers chosen by it and approved by the Indemnified Person (such approval not to be unreasonably withheld or delayed). Notwithstanding any such election such Indemnified Person and/or its Related Parties may employ separate legal advisers reasonably acceptable to the Issuer  and the Issuer shall not be entitled to assume such defence and shall bear the reasonable fees and expenses of such separate legal advisers if:

(a)

the use of the legal advisers chosen by the Issuer to represent such Indemnified Person and/or its Related Parties would present such legal advisers with a conflict of interest;

(b)

the actual or potential defendants in, or targets of, any such action include the Indemnified Person and/or its Related Parties and the Issuer and the Indemnified Person concludes that there may be legal defences available to it and/or other Related Parties which are different from or additional to those available to those Issuer; or

(c)

the Issuer has not employed legal advisers reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and/or its Related Parties within a reasonable time after notice of the institution of such action.

5.5.4

If the Issuer assumes the defence of the action, the Issuer shall not be liable for any fees and expenses of legal advisers of the Indemnified Person and/or its Related Parties incurred thereafter in connection with the action, except as stated in sub-clause 5.5.3 above.

5.5.5

The Issuer shall not be liable in respect of any settlement of any action effected without its written consent, such consent not to be unreasonably withheld or delayed. The Issuer shall not without the prior written consent of the Indemnified Person (such consent not to be unreasonably withheld or delayed) settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim or action in respect of which recovery may be sought (whether or not any Indemnified Person or any of its Related Parties is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person and each of its Related Parties from all liability arising out of such claim or action and does not include a statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnified Person and/or its Related Parties.

5.6	Subsequent changes to selling restrictions

(a)

the Dealers shall not be bound by any of the restrictions relating to any specific jurisdiction (set out below in Schedule 2 (Selling Restrictions)) to the extent that such restrictions shall, as a result of change(s) or change(s) in official interpretation, after the date hereof, of applicable laws and regulations, no longer be applicable such that non-compliance with such restrictions would not result in any potential or purported breach of applicable laws and regulations by the Issuer, or any liability accruing to the Issuer;

(b)

selling restrictions may be supplemented or modified with the agreement of the Issuer.  Any such supplement or modification may be set out in a supplement to any Information Memorandum or a new Information Memorandum.  If any of the provisions set out in Schedule 2 (Selling Restrictions) are modified and/or supplemented by provisions of any Information Memorandum or a supplement to any Information Memorandum published subsequent to the date of this Agreement, then Schedule 2 (Selling Restrictions) shall further be deemed to be modified and/or supplemented to the extent described therein; and

(c)

the provisions of paragraphs (a) and (b) above shall be without prejudice, and subject always, to the obligations of the Dealers contained in the paragraph headed "General" in Schedule 2 (Selling Restrictions).

5.7	Costs and expenses

5.7.1

pay, or reimburse the Arranger for, all reasonable costs and expenses (including value added tax (or other similar taxes and duties) on such costs and expenses, but only to the extent such value added tax (or other similar taxes and duties) is not recoverable (whether by credit or repayment) by the Arranger (or any other member of the group to which the Arranger belongs for value added tax purposes) and fees and disbursements of counsel to the Arranger) incurred by the Arranger in connection with the preparation, negotiation, printing, execution and delivery of the Programme Agreements and the Notes and all documents contemplated by the Programme Agreements and the Notes;

5.7.2

pay, or reimburse each Dealer for, all reasonable costs and expenses (including value added tax (or other similar taxes and duties) on such costs and expenses, but only to the extent such value added tax (or other similar taxes and duties) is not recoverable (whether by credit or repayment) by that Dealer (or any other member of the group to which that Dealer belongs for value added tax purposes) and fees and disbursements of counsel to such Dealer) incurred by that Dealer in connection with the enforcement or protection of its rights under the Programme Agreements, the Notes and all documents contemplated by the Programme Agreements and the Notes; and

5.7.3

pay any stamp duty or other similar taxes (including any penalties and interest in respect thereof) payable in connection with the entry into, delivery and performance of any Programme Agreement or any Notes, and will indemnify and hold harmless each Dealer on demand, on an after tax basis, from all liabilities arising from any failure to pay or delay in paying such duty or taxes.

5.8	Changes to the Programme

5.8.1

The Issuer will notify each Dealer of:

(a)

any change in an Agent, or any change in any of the offices of such Agent; and

(b)

any amendment to or termination of the Agency Agreement or the Deed of Covenant,

5.8.2

The Issuer will not permit to become effective any change, amendment or termination to the Agency Agreement or the Deed of Covenant which could reasonably be expected to adversely affect the interests of any Dealer or the holder of any Notes then outstanding.

5.9	Continuing obligations

5.10

Yen Notes

5.10.1

Subject to sub-clause 5.10.2 below, the Issuer will in respect of Yen Notes comply with any applicable laws, regulations and guidelines of Japanese governmental and regulatory authorities relevant in the context of the issue of Yen Notes, as amended from time to time, and shall submit (or procure the submission on its behalf of) such reports or information as may be required for compliance with such laws, regulations and guidelines from time to time.

5.10.2

Yen Notes may be offered or sold in circumstances which would not be so permissible at the date of this Agreement if permitted by any change or amendment which is made after the date of this Agreement in such laws, regulations and guidelines or in such other rules or directives as are applicable to Yen Notes from time to time.

5.11	United Kingdom

5.11.1

the relevant Dealer covenants in the terms set out in paragraph 3(a) of Schedule 2 (Selling Restrictions); and

5.11.2

the redemption value of each Note is not less than £100,000 (or an amount of equivalent value denominated wholly or partly in a currency other than Sterling), and no part of any Note may be transferred unless the redemption value of that part is not less than £100,000 (or such an equivalent amount).

5.12	Use of Proceeds

6.	OBLIGATIONS OF THE DEALERS

6.1	Selling restrictions

6.2	Obligations several

7.	TERMINATION AND APPOINTMENT

7.1	Termination

7.1.1

The Issuer may terminate the appointment of any Dealer on not less than 30 days' written notice to the relevant Dealer.  The Dealer may resign on not less than 30 days' written notice to the Issuer.  The Issuer shall promptly inform the other Dealers and the Agent of such termination or resignation.

7.1.2

The rights and obligations of each party to this Agreement shall not terminate in respect of any rights or obligations accrued or incurred before the date on which such termination takes effect and the provisions of Clauses 5.5 (Indemnification) and 5.7 (Costs and expenses) shall survive termination of this Agreement and delivery against payment for any of the Notes.

7.2	Appointment of Dealers

7.2.1

The Issuer may appoint one or more Additional Dealers upon the terms of this Agreement by sending a dealer accession letter to the Additional Dealer substantially in the form of Schedule 4 (Dealer Accession Letter).  The appointment will only become effective if the Additional Dealer confirms acceptance of its appointment to the Issuer by signing that dealer accession letter and delivering it to the Issuer.  The Issuer may limit that appointment to a particular issue of Notes or for a particular period of time (which need not be a finite period of time).

7.2.2

The Additional Dealer shall become a party to this Agreement on the later of:

(a)

the date of the signature of the dealer accession letter by the Additional Dealer in accordance with sub-clause 7.2.1 above; and

(b)

the date specified in the dealer accession letter as the date of appointment,

7.2.3

If the appointment of that Additional Dealer is limited to a particular issue of Notes or period of time:

(a)

such authority, rights, powers, duties and obligations shall extend to the relevant Notes or period only; and

(b)

following the relevant issue of Notes or the expiry of the time period, the relevant Additional Dealer shall have no further authority, rights, powers, duties or obligations except such as may have accrued or been incurred prior to, or in connection with, the issue of such Notes or during that time period.

7.2.4

The Issuer shall promptly notify the Agent of any appointment.  If the appointment of the Dealer is not limited to a particular issue of Notes or for a particular period of time, the Issuer shall also notify the other Dealers of that appointment.  The Issuer agrees to supply to such Additional Dealer, upon appointment, a copy of the conditions precedent documents specified in Schedule 1 (Condition Precedent Documents), if requested by the Additional Dealer.

7.3	Transfers to affiliates

8.	CALCULATION AGENT

8.1.1

If any Notes which require a calculation agent are to be issued, the Issuer will, in its sole and absolute discretion, appoint either the relevant Dealer or the Agent (subject to the consent of the relevant Dealer or the Agent thereto) or some other person (subject to the consent of the relevant Dealer and the Agent to such person's appointment) to be the calculation agent in respect of such Notes.

8.1.2

If a Dealer has agreed to be the calculation agent, its appointment as such shall be on the terms of the form of agreement set out in Schedule 5 (Form of Calculation Agency Agreement), and that each Dealer will be deemed to have entered into an agreement in that form for a particular calculation if it is named as calculation agent in the relevant  calculation attached to or endorsed on the relevant Note.

8.1.3

If the Agent has agreed to be the calculation agent, its appointment shall be on the terms set out in the Agency Agreement.

8.1.4

If the person nominated by a Dealer or by the Agent as calculation agent is not a Dealer, that person shall execute (if it has not already done so) an agreement substantially in the form of the agreement set out in Schedule 5 (Form of Calculation Agency Agreement) and the appointment of that person shall be on the terms of that agreement.

9.	STATUS OF THE DEALERS AND THE ARRANGER

9.1.1

the adequacy, accuracy, completeness or reasonableness of any representation, warranty, undertaking, agreement, statement or information in the Information Memorandum, this Agreement or any information provided by it in connection with the Programme; or

9.1.2

the nature and suitability to it of all legal, tax and accounting matters and all documentation in connection with the Programme or any Notes.

10.

NOTICES

10.1	Written Communication

10.2

Delivery

10.2.1

Any communication by letter shall be made to the intended recipient and marked for the attention of the person, or any one of them, at its relevant address and shall be deemed to have been made upon delivery.

10.2.2

Any communication to be made by email shall be made to the intended recipient at the relevant email address from time to time designated by that party to the other parties for the purpose of this Agreement and shall be deemed to have been received when the email communication has been received by the intended recipient in legible form at the correct email address.

10.2.3

Any communication to be made by telephone shall be made to the intended recipient at the relevant telephone number from time to time designated by that party to the other parties for the purpose of this Agreement and shall be deemed to have been received when made provided that prompt confirmation of that communication is given by letter or email.

10.3	Contact details

10.4

Receipt

10.4.1

A communication given under this Agreement but received on a non-Business Day or after business hours in the place of receipt will only be deemed to be given on the next Business Day in that place.

10.4.2

A communication under this Agreement to a Dealer will only be effective on actual receipt by that Dealer.

10.5

Language

10.5.1

Any notice given in connection with a Programme Agreement or Note must be in English.

10.5.2

Any other document provided in connection with a Programme Agreement or Note must be:

(a)

in English; or

(b)

if not in English, (unless the Dealers otherwise agree) accompanied by a certified English translation.  In this case, the English translation prevails unless the document is a constitutional, statutory or other official document.

11.	PARTIAL INVALIDITY

12.	REMEDIES AND WAIVERS

13.	RECOGNITION OF THE U.S. SPECIAL RESOLUTION REGIMES

(i)

a "covered entity" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii)

a "covered bank" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii)

a "covered FSI" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b);

14.	COUNTERPARTS

15.	RIGHTS OF THIRD PARTIES

16.	GOVERNING LAW

17.	SUBMISSION TO JURISDICTION

17.1	Jurisdiction

17.1.1

The English courts have exclusive jurisdiction to settle any dispute (a "Dispute") arising out of or in connection with this Agreement and any agreement for a Note Transaction (including a dispute relating to their existence, validity or termination and any dispute relating to any non-contractual obligation arising out of or in connection with this Agreement and any agreement for a Note Transaction) or the consequences of their nullity.

17.1.2

The parties to this Agreement agree that the English courts are the most appropriate and convenient courts to settle any such dispute and accordingly no such party will argue to the contrary.

17.1.3

Notwithstanding Clause 17.1.1, the Dealers may take proceedings relating to a Dispute ("Proceedings") in any other courts with jurisdiction.  To the extent allowed by law, the Dealers may take concurrent Proceedings in any number of jurisdictions.

17.2	Service of process

17.3	Waiver of trial by jury

1.	Certified copies of the Issuer's constitutional documents.

2.	Certified copies of all documents evidencing the internal authorisations required to be granted by the Issuer:

(a)

approving the terms of, and the transactions contemplated by, the Notes and Programme Agreements and resolving that it execute the Notes and Programme Agreements;

(b)

authorising a specified person or persons to execute the Notes and Programme Agreements on its behalf; and

(c)

authorising a specified person, or persons on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with Notes and Programme Agreements

3.	Certified copies of any governmental or other consents required for the issue of Notes and for the Issuer to enter into, deliver and perform its obligations under the Notes and the Programme Agreements (as applicable).

4.	Executed and conformed copies of:

(a)

this Agreement;

(b)

the Agency Agreement; and

(c)

the Deed of Covenant.

5.	A copy of:

(a)

the confirmation from the Agent that a copy of the executed Deed of Covenant  has been delivered to the Agent;

(b)

the confirmation from the Agent that the relevant forms of Global Note have been prepared and have been delivered to the Agent; and

(c)

the confirmation of acceptance of appointment from the agent for service of process.

6.	A legal opinion, in a form acceptable to the Dealers, from:

(a)

the Issuer as to the laws of the Issuer's jurisdiction of incorporation; and

(b)

Clifford Chance LLP, legal advisers to the Dealers.

7.	The Information Memorandum.

8.	A list of the names and titles and specimen signatures of the persons authorised:

(a)

to sign on behalf of the Issuer the Notes and the Programme Agreements;

(b)

to sign on behalf of the Issuer all notices and other documents to be delivered in connection with the Programme Agreements and the Notes; and

(c)

to take any other action on behalf of the Issuer in relation to the multi-currency commercial paper programme established by the Programme Agreements.

9.	Written confirmation that each of Fitch, S&P and ▇▇▇▇▇'▇, respectively, has granted a rating for the Programme.

1.

General

2.	United States of America

3.	The United Kingdom

(i)

it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business; and

(ii)

it has not offered or sold and will not offer or sell any Notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Notes would otherwise constitute a contravention of section 19 of the Financial Services and Markets ▇▇▇ ▇▇▇▇ (the "FSMA") by the Issuer;

(b)

it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer; and

(c)

it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to such Notes in, from or otherwise involving the United Kingdom.

4.

Japan

5.

Singapore

▇.

▇▇▇▇ ▇▇▇▇

(1)

it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Notes other than (a) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the "SFO") and any rules made under the SFO; or (b) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies (Winding Up and Miscellaneous Provisions Ordinance (Cap. 32) of Hong Kong (the "C(WUMP)O") or which do not constitute an offer to the public within the meaning of the C(WUMP)O; and

(2)

it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Notes, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the SFO and any rules made under the SFO

To:	The Dealers referred to below
cc.	[  ] (the "Agent")
cc.	[  ] (the "Arranger")
[Date]
To:  [  ]

(a)	a certificate from a duly authorised officer of the Issuer  confirming that no changes have been made to the constitutional documents of the Issuer since the date of the Dealer Agreement or, if there has been a change, a certified copy of the constitutional documents currently in force;

(b)	certified copies of all documents evidencing the internal authorisations and approvals required to be granted by the Issuer  for such an increase in the Maximum Amount;

(c)	certified copies of [specify any applicable governmental or other consents required by the Issuer in relation to the increase];

(d)	a list of names, titles and specimen signatures of the persons authorised to sign on behalf of the Issuer  all notices and other documents to be delivered in connection with such an increase in the Maximum Amount;

(e)	[an updated or supplemental Information Memorandum reflecting the increase in the Maximum Amount of the Programme;]

(f)	legal opinions, each in a form acceptable to the Dealers, from the Dealers' [English law counsel] and the Issuer's [U.S. legal counsel]; and

(g)	confirmation that [relevant rating agencies] are maintaining their current ratings for the Programme.

[Date]
To:	[Name of Dealer]
cc.:	[list all permanent Dealers]
cc.:	[Agent] as Agent
To:  [  ]

Address:	[                ]
Telephone:	[                ]
Email:	[                ]
Contact:	[                ]
Dated:
Signed:
	for [Name of new Dealer]

(1)	▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ AND COMPANY as issuer (the "Issuer");

(2)	[CALCULATION AGENT], as the Calculation Agent appointed pursuant to the terms hereof (the "Calculation Agent", which expression shall include any successor thereto).

(A)

Under a dealer agreement (as amended, supplemented and/or restated from time to time, the "Dealer Agreement") dated [date] and made between, among others, the Issuer and the Dealer(s) referred to therein, and an issue and paying agency agreement (as amended, supplemented and/or restated from time to time, the "Agency Agreement") dated [date] and made between, among others, the Issuer and the agent[s] referred to therein, the Issuer established a multi-currency commercial paper programme (the "Programme").

(B)

The Dealer Agreement contemplates, inter alia, the issue under the Programme of floating rate notes and provides for the appointment of calculation agents in relation thereto.  Each such calculation agent's appointment shall be on substantially the terms and subject to the conditions of this Agreement.

1.	INTERPRETATION

1.1	Terms not expressly defined herein shall have the meanings given to them in the Dealer Agreement or the Agency Agreement.

1.2

Any reference in this Agreement to a statute, any provision thereof or to any statutory instrument, order or regulation made thereunder shall be construed as a reference to such statute, provision, statutory instrument, order or regulation as the same may have been, or may from time to time be, amended or re-enacted.

1.3	"Relevant Notes" means any Notes in respect of which the Calculation Agent is appointed.

2.	APPOINTMENT OF CALCULATION AGENT

3.	DETERMINATION AND NOTIFICATION

3.1	The Calculation Agent shall determine the amount of interest payable on, each Relevant Note in accordance with the redemption calculation applicable thereto.

3.2

The Calculation Agent shall as soon as it has made its determination as provided for in Clause 3.1 above (and, in any event, no later than the close of business on the date on which the determination is made) notify the Issuer and the Agent (if other than the Calculation Agent) of the amount of interest so payable.

4.	STAMP DUTIES

5.	INDEMNITY AND LIABILITY

5.1

The Issuer shall indemnify and hold harmless on demand the Calculation Agent, on an after tax basis, against any claim, demand, action, liability, damages, cost, loss or expense (including, without limitation, legal fees and any applicable value added tax comprised in any such costs or expenses but only to the extent such value added tax is not recoverable (whether by credit or repayment) by the Calculation Agent (or any member of the group to which the Calculation Agent belongs for value added tax purposes)) which it may incur arising out of, in connection with or based upon the exercise of its powers and duties as Calculation Agent under this Agreement, except such as may result from its own negligence, default or bad faith or that of its officers, employees or agents.

5.2

The Calculation Agent shall indemnify and hold harmless on demand the Issuer , on an after tax basis, against any claim, demand, action, liability, damages, cost, loss or expense (including, without limitation, legal fees and any applicable value added tax comprised in any such costs or expenses but only to the extent such value added tax is not recoverable (whether by credit or repayment) by the Issuer (or any member of the group to which the Issuer belongs for value added tax purposes)) which it may incur or which may be made against the Issuer as a result of or in connection with the appointment or the exercise of the powers and duties of the Calculation Agent under this Agreement resulting from the negligence, default or bad faith of the Calculation Agent or that of its officers, employees or agents.

5.3

The Calculation Agent may, after prior written notice to the Issuer, consult as to legal matters with lawyers selected by it, who may be employees of, or lawyers to, the Issuer.  If such consultation is made, the Calculation Agent shall be protected and shall incur no liability for action taken or not taken by it as Calculation Agent or suffered to be taken with respect to such matters in good faith (after consultation with the Issuer), without negligence and in accordance with the opinion of such lawyers, as addressed to both parties.

6.	CONDITIONS OF APPOINTMENT

(a)

in acting under this Agreement, the Calculation Agent shall act as an independent expert and shall not assume any obligations towards or relationship of agency or trust for the Issuer or the owner or holder of any of the Relevant Notes or any interest therein;

(b)

unless otherwise specifically provided in this Agreement, any order, certificate, notice, request, direction or other communication from the Issuer made or given under any provision of this Agreement shall be sufficient if signed or purported to be signed by a duly authorised employee of the Issuer;

(c)

the Calculation Agent shall be obliged to perform only those duties which are set out in this Agreement;

(d)

the Calculation Agent and its officers and employees, in its individual or any other capacity, may become the owner of, or acquire any interest in, any Relevant Notes with the same rights that the Calculation Agent would have if it were not the Calculation Agent hereunder; and

(e)

all calculations and determinations made pursuant to this Agreement by the Calculation Agent shall (save in the case of manifest error) be binding on the Issuer, the Calculation Agent and (if other than the Calculation Agent) the holder(s) of the Relevant Notes and no liability to such holder(s) shall attach to the Calculation Agent in connection with the exercise by the Calculation Agent of its powers, duties or discretion under or in respect of the Relevant Notes in accordance with the provisions of this Agreement.

7.	ALTERNATIVE APPOINTMENT

8.	RECOGNITION OF BAIL-IN POWERS

9.	CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

10.	GOVERNING LAW

11.	JURISDICTION

11.1

The English courts have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) or the consequences of its nullity.

11.2	The parties to this Agreement agree that the English courts are the most appropriate and convenient courts to settle any such dispute and accordingly no such party will argue to the contrary.

11.3	Notwithstanding Clause 11.1, the Calculation Agent may take proceedings relating to a Dispute ("Proceedings") in any other courts with jurisdiction.  To the extent allowed by law, the Calculation Agent may take concurrent Proceedings in any number of jurisdictions.

12.	SERVICE OF PROCESS

12.1	The Issuer irrevocably appoints [Process Agent] as its agent under this Agreement for service of process in any proceedings before the English courts in connection with this Agreement.

12.2	If any person appointed as process agent is unable for any reason to act as agent for service of process, the Issuer must immediately appoint another agent on terms acceptable to the Calculation Agent.  Failing this, the Calculation Agent may appoint another agent for this purpose.

12.3	The Issuer agrees that failure by a process agent to notify it of any process will not invalidate the relevant Proceedings.

12.4	This Clause does not affect any other method of service allowed by law.

13.	PARTIAL INVALIDITY

14.	COUNTERPARTS

By:		/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
		▇▇▇▇ ▇▇▇▇▇▇▇
		Senior Vice President and Treasurer

Address:	▇ ▇▇▇▇▇▇ ▇▇▇▇▇
	▇▇▇▇▇▇▇▇ ▇▇▇▇▇
	▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
	▇▇▇▇▇▇ ▇▇▇▇▇▇ of America
Telephone:	▇▇ (▇▇▇) ▇▇▇ ▇▇▇▇
Email:	▇▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇.▇▇▇
Attention:	▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Address:	[***]
Telephone:	[***]
Email	[***]
Contact:	[***]

Address:	[***]
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