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

has placed its rating of the Notes under consideration for rating review as a consequence of such
Change of Control, the Change of Control Period shall be extended to the date which falls 60 days
after the date of the first such public rating review consideration announcement.
"Potential Change of Control Announcement" means any public announcement or statement by
the Issuer, any actual or potential bidder or any advisor thereto relating to any potential Change of
Control, such announcement or statement occurring no more than 180 days prior to the first public
announcement of the occurrence of the relevant Change of Control.
"Rating Agency" means Standard & Poor's Credit Market Services Europe Limited and/ or
Moody's Investors Service Ltd. and their respective successors or affiliates and/ or any other rating
agency of equivalent international standing specified from time to time by the Issuer which has a
current rating of the Notes at any relevant time.
A "Rating Downgrade" shall be deemed to have occurred in respect of a Change of Control in
respect of the Issuer if within the Change of Control Period the rating previously assigned to any of
the Notes by any Rating Agency is (i) withdrawn or (ii) changed from an investment grade rating
(BBB-/Baa3, or their respective equivalents for the time being, or better) to a non-investment grade
rating (BB+/Ba1, or their respective equivalents for the time being, or worse) or (iii) if the rating
previously assigned to any of the Notes by any Rating Agency was below an investment grade
rating (as described above), lowered at least one full rating notch (for example, from BB+/Ba1 to
BB/Ba2 or their respective equivalents), provided that a Rating Downgrade otherwise arising by
virtue of a particular change in rating shall be deemed not to have occurred in respect of a particular
Change of Control in respect of the Issuer if the Rating Agency making the change in rating does
not publicly announce or publicly confirm that the reduction was the result, in whole or part, of any
event or circumstance comprised in or arising as a result of, or in respect of, such Change of
Control.
Promptly upon the Issuer becoming aware that a Put Event has occurred, the Issuer shall give notice
(a "Put Event Notice") to the Noteholders in accordance with Condition 14 (which notice shall be
irrevocable) specifying the nature of the Put Event and the circumstances giving rise to it and the
procedure for exercising the Put Option contained in this Condition 6(k)).
To exercise the Put Option to require redemption or, as the case may be, purchase of a Note under
this Condition 6(k), the holder of that Note must (i) in the case of Dematerialised Notes transfer or
cause to be transferred by its Account Holder its Notes to be so redeemed or purchased to the
account of the Paying Agent specified in the Put Option Notice for the account of the Issuer or (ii)
in the case of Materialised Notes, deposit its Notes with any Paying Agent specified in the Put
Option Notice for the account of the Issuer, in each case within the period (the "Put Period") of 45
days after the Put Event Notice is given together with a duly signed and completed notice of
exercise in the form (for the time being current) obtainable from the specified office of any Paying
Agent (a "Put Option Notice") and in which the holder may specify a bank account to which
payment is to be made under this Condition 6(k).
The Issuer shall redeem or, at the option of the Issuer, procure the purchase of, the Notes in respect
of which the Put Option has been validly exercised as provided above, and subject to the transfer or
deposit of such Notes as described above on the date which is the fifth Business Day (as defined in
Condition 5(a)) following the end of the Put Period (the "Optional Settlement Date"). Payment in
respect of any Note so transferred or deposited will be made to each relevant holder in accordance
with Condition 7 on the Optional Settlement Date.
If 80 per cent. or more in principal amount of the Notes then outstanding have been redeemed
pursuant to this Condition 6(k), the Issuer may, on not less than 30 nor more than 60 days' notice to
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