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ALBA 2007 – 1 plc - Irish Stock Exchange

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Condition 1: Form, Denomination and Title<br />

The Subordinated Notes will be represented by a global note in registered form (the "Global<br />

Subordinated Note") which, in aggregate, will represent the aggregate principal amount of the<br />

outstanding Subordinated Notes. The Subordinated Notes will be in the denomination of £50,000 and<br />

increments of £1,000 in excess thereof.<br />

Title to the Global Subordinated Notes will pass by and upon registration in the register which the<br />

Issuer shall procure to be kept by the Registrar (the "Register").<br />

Transfers and exchanges of beneficial interests in Global Subordinated Notes and entitlement to<br />

payments thereunder will be effected subject to and in accordance with the rules of Euroclear and<br />

Clearstream, Luxembourg (as the case may be).<br />

Issuance of Definitive Subordinated Notes<br />

If Subordinated Notes in definitive form are issued pursuant to Subordinated Note Condition 13,<br />

Definitive Subordinated Notes in an aggregate principal amount equal to the relevant Principal Amount<br />

Outstanding (as defined in Subordinated Note Condition 5(b)) of the Global Subordinated Note<br />

("Definitive Subordinated Notes") will be issued in registered form in the denomination of £50,000<br />

and increments of £1,000 in excess thereof (an "Authorised Denomination").<br />

Title to Global Subordinated Notes and Definitive Subordinated Notes<br />

Title to the Global Subordinated Notes and the Definitive Subordinated Notes will pass by and upon<br />

registration in the Register. The registered holder of the Global Subordinated Note and each Definitive<br />

Subordinated Note may (to the fullest extent permitted by applicable laws) be deemed and treated at all<br />

times, by all persons and for all purposes (including the making of any payments), as the absolute<br />

owner of the Global Subordinated Note or Definitive Subordinated Note, as the case may be, regardless<br />

of any notice of ownership, theft or loss, of any trust or other interest therein or of any writing thereon<br />

other than, in the case of a Definitive Subordinated Note, a duly executed transfer of such Definitive<br />

Subordinated Note in the form endorsed thereon. Each Definitive Subordinated Note will be serially<br />

numbered.<br />

For so long as the Subordinated Notes are represented by the Global Subordinated Note, the Issuer and<br />

the Trustee may (but shall not be obliged to) (to the fullest extent permitted by applicable laws) deem<br />

and treat each person who is for the time being shown in the records of Euroclear or Clearstream,<br />

Luxembourg as the holder of the particular principal amount of Subordinated Notes (each, an<br />

"Accountholder") as the holder of such principal amount of Subordinated Notes (including for the<br />

purposes of any quorum requirements of, or the right to demand a poll at, meetings of the Subordinated<br />

Noteholders), other than for the purposes of payment of principal and interest on the Global<br />

Subordinated Note, the right to which shall be vested, as against the Issuer and the Trustee, solely in<br />

the registered holder of the Global Subordinated Note in accordance with and subject to the terms of the<br />

Trust Deed.<br />

Transfers of Subordinated Notes<br />

Transfers and exchanges of beneficial interests in the Global Subordinated Note will be effected subject<br />

to and in accordance with the rules and procedures of Euroclear and Clearstream, Luxembourg, as<br />

appropriate. All transfers of Definitive Subordinated Notes and entries on the Register in the case of<br />

any Definitive Subordinated Notes will be made subject to any restrictions on transfers set forth on such<br />

Definitive Subordinated Notes and the detailed regulations concerning transfers of such Definitive

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