ADECCO INTERNATIONAL FINANCIAL SERVICES B.V.

Relevant Potential Change of Control Announcement means any public announcement orstatement by the Guarantor, any actual or potential bidder or any advisor thereto relating to anypotential Change of Control where within 180 days following the date of such announcement orstatement, a Change of Control occurs.(d) PurchasesThe Issuer, the Guarantor or any of the Guarantor's other Subsidiaries may at any time and fromtime to time purchase Notes (provided that, if they are to be cancelled, all unmatured Couponsappertaining to the Notes are purchased with the Notes) at any price in the open market orotherwise. Any Notes so purchased may be held, reissued, sold or cancelled.(e) CancellationAll Notes which are redeemed or purchased for cancellation by the Issuer, the Guarantor or any ofthe Guarantor's other Subsidiaries, will forthwith be cancelled, together with all relative unmaturedCoupons attached to the Notes or surrendered with the Notes. All Notes and Coupons cancelledwill be forwarded to or to the order of the Principal Paying Agent and such Notes and Couponsmay not be reissued or resold.(f) Notices finalUpon the expiry of any notice as is referred to in paragraph (b) above, the Issuer shall be bound toredeem the Notes in accordance with the terms of such paragraph.9. Events of DefaultThe Trustee at its discretion may, and if so requested in writing by the holders of not less than25 per cent. in principal amount of the Notes then outstanding or if so directed by an ExtraordinaryResolution of the Noteholders shall, (subject to its rights under the Trust Deed to be indemnifiedand/or secured to its satisfaction) give notice (the default notice) in writing to the Issuer and theGuarantor that the Notes are immediately due and repayable if any of the following events shallhave occurred and be continuing:(a) there is a failure by the Issuer and the Guarantor to pay the principal of or any interest on anyof the Notes when due and such failure continues for a period of 10 days; or(b) a default is made by the Issuer or the Guarantor in the performance or observance of anycovenant, condition or provision contained in the Trust Deed or in the Notes and on its part tobe performed or observed (other than the covenant to pay principal or interest in respect ofany of the Notes) and (except where the Trustee certifies in writing that, in its opinion, suchdefault is not capable of remedy, when no such notice or continuation as is mentioned belowshall be required) such default continues for the period of 30 days next following the serviceby the Trustee on the Issuer or the Guarantor, as the case may be, of notice requiring suchdefault to be remedied; or(c) any other present or future indebtedness of the Issuer or the Guarantor or of any otherSubsidiary of the Guarantor for or in respect of moneys borrowed or raised is not paid whendue or, as the case may be, within any applicable grace period, or becomes due and payable22