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

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other Paying Agent, the Redenomination Agent, the Consolidation Agent and the Registration<br />

Agent or the Calculation Agent(s) and to appoint additional or other Paying Agents, provided that<br />

the Issuer shall at all times maintain (i) a Fiscal Agent, (ii) one or more Calculation Agent(s) where<br />

the Conditions so require, (iii) a Redenomination Agent and a Consolidation Agent where the<br />

Conditions so require, (iv) Paying Agents having specified offices in at least two major <strong>Euro</strong>pean<br />

cities, including in the case of <strong>Note</strong>s admitted to trading on a Regulated Market and so long as the<br />

rules of, or applicable to, the relevant Regulated Market so require, in such other city where the<br />

<strong>Note</strong>s are admitted to trading (including Paris so long as the <strong>Note</strong>s are listed and admitted to trading<br />

on <strong>Euro</strong>next Paris) (v) in the case of Materialised <strong>Note</strong>s, a Paying Agent with a specified office in a<br />

<strong>Euro</strong>pean Union Member State (which may be any of the Paying Agents referred to in (iv) above)<br />

that will not be obliged to withhold or deduct tax pursuant to <strong>Euro</strong>pean Council Directive<br />

2003/48/EC of 3 June 2003 on taxation of savings income in the form of interest payments, or any<br />

other <strong>Euro</strong>pean Union Directive implementing the conclusions of the ECOFIN Council meeting of<br />

26-27 November 2<strong>000</strong> on the taxation of savings income, or any law implementing or complying<br />

with, or introduced in order to conform to, such Directive, (vi) in the case of Dematerialised <strong>Note</strong>s,<br />

in fully registered form, a Registration Agent and (vii) such other agents as may be required by any<br />

other Regulated Market on which the <strong>Note</strong>s may be admitted to trading.<br />

In addition, the Issuer shall forthwith appoint a Paying Agent in New York City in respect of any<br />

Materialised Bearer <strong>Note</strong>s denominated in U.S. Dollars in the circumstances described in<br />

paragraph (c) above.<br />

On a redenomination of the <strong>Note</strong>s of any Series pursuant to Condition 1(d) with a view to<br />

consolidating such <strong>Note</strong>s with one or more other Series of <strong>Note</strong>s, in accordance with Condition 13,<br />

the Issuer shall ensure that the same entity shall be appointed as both Redenomination Agent and<br />

Consolidation Agent in respect of both such <strong>Note</strong>s and such other Series of <strong>Note</strong>s to be so<br />

consolidated with such <strong>Note</strong>s.<br />

Notice of any such change or any change of any specified office shall promptly be given to the<br />

<strong>Note</strong>holders in accordance with Condition 14.<br />

(f) Unmatured Coupons and Receipts and unexchanged Talons:<br />

(i) Unless Materialised Bearer <strong>Note</strong>s provide that the relative Coupons are to become void<br />

upon the due date for redemption of those <strong>Note</strong>s, Materialised Bearer <strong>Note</strong>s should be<br />

surrendered for payment together with all unmatured Coupons (if any) relating thereto,<br />

failing which an amount equal to the face value of each missing unmatured Coupon<br />

(together, where applicable, with the amount of any Arrears of Interest corresponding<br />

to such Coupon) (or, in the case of payment not being made in full, that proportion of<br />

the amount of such missing unmatured Coupon (together, where applicable, with the<br />

amount of any Arrears of Interest corresponding to such Coupon) that the sum of<br />

principal so paid bears to the total principal due) shall be deducted <strong>from</strong> the Final<br />

Redemption Amount, Amortised Nominal Amount, Early Redemption Amount or<br />

Optional Redemption Amount, as the case may be, due for payment. Any amount so<br />

deducted shall be paid in the manner mentioned above against surrender of such<br />

missing Coupon within a period of 10 years <strong>from</strong> the Relevant Date for the payment of<br />

such principal (whether or not such Coupon has become void pursuant to Condition<br />

10).<br />

(ii) If Materialised Bearer <strong>Note</strong>s so provide, upon the due date for redemption of any such<br />

Materialised Bearer <strong>Note</strong>, unmatured Coupons relating to such <strong>Note</strong> (whether or not<br />

attached) shall become void and no payment shall be made in respect of them.<br />

56

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