ADECCO INTERNATIONAL FINANCIAL SERVICES B.V.

3. Negative PledgeSo long as any Note remains outstanding (as defined in the Trust Deed), neither the Issuer nor theGuarantor will, and the Guarantor will procure that no other Subsidiary (as defined in the TrustDeed) of the Guarantor will, create or have outstanding any mortgage, charge, pledge, lien orother form of encumbrance or security interest upon the whole or any part of its undertaking,property, assets or revenues, present or future (including any uncalled capital), to secure anyRelevant Debt of itself or another (or to secure any guarantee or indemnity in respect of anyRelevant Debt of itself or another) unless, at the same time or prior thereto, the Issuer's or, as thecase may be, the Guarantor's obligations under the Notes (in the case of the Issuer), theGuarantee (in the case of the Guarantor) and the Trust Deed (in both cases) (a) are securedequally and rateably therewith by such encumbrance or security interest to the satisfaction of theTrustee, or (b) have the benefit of such other security, guarantee, indemnity or other arrangementas the Trustee in its absolute discretion shall deem to be not materially less beneficial to theNoteholders or as shall be approved by an Extraordinary Resolution (as defined in the Trust Deed)of the Noteholders.For the purposes of this Condition, Relevant Debt means any present or future indebtedness inthe form of, or represented or evidenced by, notes, bonds, debentures or other securities which inconnection with their initial distribution are or are intended to be quoted, listed or traded on anystock exchange, over-the-counter or other securities market.4. Interest(a) Interest Payment DatesThe Notes bear interest from and including 25 April 2006 (the Interest Commencement Date),and interest will be payable on 25 July, 25 October, 25 January and 25 April in each year (each anInterest Payment Date). The first Interest Payment Date will be 25 July 2006. If any InterestPayment Date would otherwise fall on a day which is not a Business Day (as defined below) itshall be postponed to the next day which is a Business Day unless it would then fall into the nextcalendar month in which event the Interest Payment Date shall be brought forward to theimmediately preceding Business Day. The period from and including the Interest CommencementDate to but excluding the first Interest Payment Date and each successive period from andincluding an Interest Payment Date to but excluding the next succeeding Interest Payment Date iscalled an Interest Period.(b) Interest AccrualEach Note will cease to bear interest from and including the due date for its redemption unless,upon due presentation, payment of the principal is improperly withheld or refused or unless defaultis otherwise made in respect of the payment in which event interest will continue to accrue asprovided in the Trust Deed.(c) Rate of InterestThe rate of interest payable from time to time in respect of the Notes (the Rate of Interest) will bedetermined on the basis of the following provisions:(i)On each Interest Determination Date (as defined below) JPMorgan Chase Bank, N.A. or itsduly appointed successor (in such capacity, the Agent Bank) will determine the Screen Rate(as defined below) at approximately 11.00 a.m. (Brussels time) on that Interest DeterminationDate. If the Screen Rate is unavailable, the Agent Bank will request the principal Euro-zone(as defined below) office of each of the Reference Banks (as defined below) to provide the14