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

or comply with one or more of its obligations under the Notes, the Issuer will, subject to having
given not more than 45 nor less than 30 days’ notice to the Noteholders (which notice shall be
irrevocable), in accordance with Condition 14, redeem all, but not some only, of the Notes at their
Early Redemption Amount together with any interest accrued to the date set for redemption
(including, where applicable, any Arrears of Interest).
(k) Redemption at the option of Noteholders following a Change of Control: If at any time while
any of the Notes remain outstanding, there occurs a Change of Control and within the Change of
Control Period a Rating Downgrade in respect of that Change of Control occurs (a "Put Event"),
the holder of each Note will have the option (the "Put Option") (unless, prior to the giving of the
Put Event Notice (as defined below), the Issuer gives not more than 60 nor less than 30 days' prior
notice to the Noteholders in accordance with Condition 14 of its intention to redeem the Notes
pursuant to Condition 6(d) (if specified in the relevant Final Terms as applicable), Condition 6(g) or
Condition 6(j) (which notice shall be irrevocable)) to require the Issuer to redeem or, at the Issuer's
option, to procure the purchase of that Note on the Optional Settlement Date (as defined below) at
its principal amount together with accrued interest (including, where applicable, any Arrears of
Interest) to but excluding the Optional Settlement Date.
"Control", in respect of any entity, means:
(i) the holding or acquisition, directly or indirectly, by any person or persons acting in
concert or any person or persons acting on behalf of any such person(s) (the "Relevant
Person(s)") of (A) more than 50 per cent. of the issued share capital of such entity; or
(B) a number of shares in the share capital of such entity carrying more than 50 per
cent. of the voting rights normally exercisable at a general meeting of such entity; or
(C) a number of shares in the share capital of such entity carrying at least 40 per cent.
of the voting rights normally exercisable at general meetings of such entity and no
other shareholder of such entity, directly or indirectly, acting alone or in concert with
others, holds a number of shares carrying a percentage of the voting rights normally
exercisable in such general meetings which is higher than the percentage of voting
rights attached to the number of shares held by such Relevant Person(s) or;
(ii) whether by the ownership of share capital or the possession of voting power, contract
or otherwise the ability, directly or indirectly, of any Relevant Person(s) to appoint or
dismiss all or the majority of the members of the Conseil d’administration or other
governing or supervisory body of such entity.
A "Change of Control" in respect of the Issuer shall be deemed to have occurred at each time
(whether or not approved by the Issuer) that any Relevant Person(s), at any time following the Issue
Date of the Notes acquire(s) Control of the Issuer.
"Change of Control Period" means the period commencing on the date that is the earlier of:
(i) the date of the first of any formal public announcement that the relevant Change of
Control in respect of the Issuer has occurred; and
(ii) the date of the earliest relevant Potential Change of Control Announcement (if any),
and ending 120 days after the date of the first public announcement of such relevant Change of
Control having occurred (the "Initial Longstop Date"),
provided that, unless any other Rating Agency has on or prior to the Initial Longstop Date effected a
Rating Downgrade in respect of its rating of the Notes, if one or more Rating Agency publicly
announces at any time on or after the date which is 60 days prior to the Initial Longstop Date that it
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