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

TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT OF
MATERIALISED BEARER NOTES
Temporary Global Certificates
A Temporary Global Certificate, without interest Coupons, will initially be issued in connection with
Materialised Bearer Notes. Upon the initial deposit of such Temporary Global Certificate with a common
depositary for Euroclear and Clearstream, Luxembourg (the "Common Depositary"), Euroclear or
Clearstream, Luxembourg will credit the accounts of each subscriber with a nominal amount of Notes equal
to the nominal amount thereof for which it has subscribed and paid.
The Common Depositary may also credit with a nominal amount of Notes the accounts of subscribers with
(if indicated in the relevant Final Terms) other clearing systems through direct or indirect accounts with
Euroclear and Clearstream, Luxembourg held by such other clearing systems. Conversely, a nominal amount
of Notes that is initially deposited with any other clearing system may similarly be credited to the accounts
of subscribers with Euroclear, Clearstream, Luxembourg or other clearing systems.
Exchange
Each Temporary Global Certificate issued in respect of Notes will be exchangeable, free of charge to the
holder, on or after its Exchange Date (as defined below):
(i) if the relevant Final Terms indicates that such Temporary Global Certificate is issued in
compliance with the C Rules or in a transaction to which TEFRA is not applicable (as to which,
see "General Description of the Programme - Selling Restrictions"), in whole, but not in part,
for the Definitive Materialised Bearer Notes and
(ii) otherwise, in whole but not in part upon certification if required under U.S. Treasury regulation
section 1.163-5(c)(2)(i)(D)(3) (or any successor regulation under the U.S. Internal Revenue
Code of 1986, as amended (the "Code") section 4701(b) of the Code containing rules similar to
those applying under section 163(f)(2)(B) of the Code) as to non-U.S. beneficial ownership (a
form of which shall be available at the specified offices of any of the Paying Agents) for
Definitive Materialised Bearer Notes.
While any Materialised Bearer Note is represented by a Temporary Global Certificate, any payment payable
in respect of such Materialised Bearer Note prior to the Exchange Date (as defined below) will be made only
to the extent that the certification described in (ii) above has been received by Euroclear and/or Clearstream,
Luxembourg, and Euroclear and/or Clearstream, Luxembourg, as applicable, has given a like certification
(based on the certification received) to the relevant Paying Agent. The holder of a Temporary Global
Certificate will not be entitled to collect any payment due thereon on or after the Exchange Date unless,
upon due certification as described above, exchange of the Temporary Global Certificate for an interest in
Definitive Materialised Bearer Notes is improperly refused or withheld.
Delivery of Definitive Materialised Bearer Notes
On or after its Exchange Date, the holder of a Temporary Global Certificate may surrender such Temporary
Global Certificate to or to the order of the Fiscal Agent. In exchange for any Temporary Global Certificate,
the Issuer will deliver, or procure the delivery of, an equal aggregate nominal amount of duly executed and
authenticated Definitive Materialised Bearer Notes. In this Base Prospectus, Definitive Materialised Bearer
Notes means, in relation to any Temporary Global Certificate, the Definitive Materialised Bearer Notes for
which such Temporary Global Certificate may be exchanged (if appropriate, having attached to them all
Coupons and Receipts in respect of interest or Instalment Amounts that have not already been paid on the
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