Euro 6,000,000,000 Euro Medium Term Note Programme Due from ...

(c) "Existing Security on After-Acquired Subsidiaries" means any Security Interest granted by any
Person over its Assets in respect of any Relevant Debt and which is existing at the time any such
Person becomes, whether by the acquisition of share capital or otherwise, a Principal Subsidiary of
the Issuer or whose business and/or activities, in whole or in part, are assumed by or vested in the
Issuer or any other Principal Subsidiary after the date of issue of the Unsubordinated Notes (other
than any Security Interest created in contemplation thereof);
(d) "Group" means the Issuer and its Subsidiaries;
(e) "outstanding" means, in relation to the Notes of any Series, all the Notes issued other than (a) those
that have been redeemed in accordance with these Conditions, (b) those in respect of which the date
for redemption has occurred and the redemption monies (including all interest accrued on such
Notes to the date for such redemption and any interest payable after such date) have been duly paid
(i) in the case of Dematerialised Notes in bearer form and in administered registered form, to the
relevant Account Holders on behalf of the Noteholder as provided in Condition 7 (a), (ii) in the case
of Dematerialised Notes in fully registered form, to the account of the Noteholder as provided in
Condition 7 (a) and (iii) in the case of Materialised Bearer Notes, to the Fiscal Agent as provided in
the Agency Agreement and remain available for payment against presentation and surrender of
Materialised Bearer Notes, Receipts and/or Coupons, as the case may be, (c) those which have
become void or in respect of which claims have become prescribed, (d) those which have been
purchased and cancelled as provided in these Conditions, (e) in the case of Materialised Bearer
Notes (i) those mutilated or defaced Materialised Bearer Notes that have been surrendered in
exchange for replacement Materialised Bearer Notes, (ii) (for the purpose only of determining how
many such Materialised Bearer Notes are outstanding and without prejudice to their status for any
other purpose) those Materialised Bearer Notes alleged to have been lost, stolen or destroyed and in
respect of which replacement Materialised Bearer Notes have been issued and (iii) any Temporary
Global Certificate to the extent that it shall have been exchanged for one or more Definitive
Materialised Bearer Notes, pursuant to its provisions;
(f) "Permitted Security" means:
(i) any Security Interest granted in respect of or in connection with any Project Finance
Indebtedness; or
(ii) any Existing Security on After-Acquired Subsidiaries;
(g) "Person" includes any individual, company, corporation, firm, partnership, joint venture,
undertaking, association, organisation, trust, state or agency of a state (in each case, whether or not
having separate legal personality);
(h) "Principal Subsidiary" means at any relevant time a Subsidiary of the Issuer:
(x) whose total net sales (chiffre d'affaires) or cash flow from operations before tax and
financing costs (as defined in the Issuer's latest audited consolidated accounts) (or, where
the Subsidiary in question prepares consolidated accounts, whose total consolidated net
sales (chiffre d'affaires) or consolidated cash flow from operations before tax and financing
costs attributable to the Issuer) represents more than fifteen (15) per cent. of the total
consolidated net sales (chiffre d'affaires) or consolidated cash flow from operations before
tax and financing costs (as defined in the Issuer's latest audited consolidated accounts) of
the Issuer, all as calculated by reference to the then latest audited accounts (or consolidated
accounts, as the case may be) of such Subsidiary and the then latest audited consolidated
accounts of the Issuer and its consolidated Subsidiaries or
(y) to which is transferred all or substantially all the assets and undertakings of a Subsidiary
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