CITIFIRST PRODUCT PROGRAMME. Citibank International plc. Arranger

CITIFIRST PRODUCT PROGRAMME Citibank International plc Arranger Citigroup Global Markets Limited BASE PROSPECTUS FOR THE ISSUANCE OF SECURITIES THIS DOCUMENT COMPRISES A BASE PROSPECTUS FOR THE PURPOSES OF ARTICLE 5.4 OF DIRECTIVE 2003/71/EC Dated: 15 August, 2008

IMPORTANT THIS DOCUMENT IS IMPORTANT. BEFORE YOU PURCHASE ANY OF THE SECURITIES DESCRIBED IN THIS BASE PROSPECTUS YOU SHOULD ENSURE THAT YOU FULLY UNDERSTAND THE NATURE OF YOUR INVESTMENT, THE RISKS INVOLVED AND YOUR OWN PERSONAL CIRCUMSTANCES. IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS BASE PROSPECTUS YOU SHOULD TAKE FINANCIAL, LEGAL, ACCOUNTING, TAX AND OTHER ADVICE FROM AN APPROPRIATELY QUALIFIED PROFESSIONAL INDEPENDENT ADVISOR. Suitability of Investment An investment in any Securities issued pursuant to this Base Prospectus and the applicable Final Terms (as defined below) is only suitable for you if you (either alone or with the help of an appropriate financial or other advisor) are able to assess the merits and risks of such an investment and have sufficient resources to be able to bear any losses that may result from such an investment. Responsibility for the Base Prospectus Citibank International Plc (the Issuer and the Responsible Person) accepts responsibility for the information in this Base Prospectus. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that this is the case), the information in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. The Arranger is not responsible for and does not accept liability for the accuracy or completeness of the information contained in this Base Prospectus. Distribution of this Base Prospectus and Selling Restrictions The distribution of this Base Prospectus and the offering or purchase of the Securities may be restricted in certain jurisdictions. If you receive a copy of this Base Prospectus you may not treat this Base Prospectus as constituting an offer, invitation or solicitation to you to subscribe for any Securities unless, in the relevant jurisdiction, such an offer, invitation or solicitation could lawfully be made to you without compliance with any registration or other legal requirement. If you wish to apply for the opportunity to purchase any Securities, it is your duty to inform yourself of, and to observe, all applicable laws and regulations of any relevant jurisdiction. In particular, you should inform yourself as to the legal requirements of so applying, and any applicable exchange control regulations and taxes in the countries of your respective citizenship, residence or domicile. For a description of certain restrictions on the sale and transfer of the Securities, please see "General Selling Restrictions" in this Base Prospectus. Other restrictions may apply depending on your particular circumstances. Any investment decision with respect to any Securities issued pursuant to this Base Prospectus must be made only on the basis of the information contained in this Base Prospectus and the applicable Final Terms (as defined below). Any further information or representation given or made by any Selling Agent (as defined below) or other person in respect of the Issuer or any Securities should be disregarded, and accordingly must not be relied upon. Neither the delivery of this Base Prospectus or any Final Terms, nor the offer, issue or sale of any Securities shall, under any circumstances, constitute a representation that the information given in this Base Prospectus is correct as of any time subsequent to the date of this Base Prospectus. Statements made in this Base Prospectus are based on the applicable law and practice in force as at the date of issue of this Base Prospectus and are subject to change. Details of the nominal amount, premium (if any), repayment amount, interest (if any) payable or deliverable, the issue price and any other terms and conditions not contained herein which are applicable to each Tranche and/or Series of Securities will be contained in the final terms (the Final Terms) which with respect to Securities to be admitted to trading on the regulated market of the Irish Stock Exchange will 2

be filed with the Irish Stock Exchange. U.S. Securities Act The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold within the United States or to U.S. persons except pursuant to an exemption from such regulation. Price Stabilisation In connection with the issue and distribution of any Series of Securities, any Dealer (if any) (as defined in the applicable Conditions) named as the Stabilising Manager in the applicable Final Terms or any person acting on behalf of it may over-allot Securities (provided that, in the case of any Series of Securities to be admitted to trading on the Irish Stock Exchange or any other regulated market in the European Economic Area, the aggregate principal amount of Securities allotted does not exceed 105 per cent. of the aggregate principal amount of the relevant Series) or effect transactions with a view to supporting the market price of the Securities of such Series at a level higher than that which might otherwise prevail. However, there may be no obligation on the Stabilising Manager or any person acting on behalf of it to do this. Such stabilisation action may commence on or after the date on which adequate public disclosure of the terms of the offer of the relevant Series of Securities is made and, if commenced, may be discontinued at any time and must be brought to an end on the earlier of (a) the date that is 30 days after the issue date of the relevant Series of Securities and (b) the date that is 60 days after the date of the allotment of the relevant Series of Securities. Approval and Listing Application has been made to the Irish Financial Services Regulatory Authority as competent authority (the Competent Authority) under Directive 2003/71/EC (the Prospectus Directive) for this Base Prospectus to be approved. Application may be made to the Irish Stock Exchange for specific Securities being issued under the Programme to be admitted to the Irish Stock Exchange s Official List and to trading on its regulated market. Such application relates only to Securities that are to be admitted to trading on the regulated market of the Irish Stock Exchange, or on other markets which are regulated markets for the purposes of the Markets in Financial Instruments Directive 2004/39/EC, or offered to the public in any Member State of the European Economic Area. No assurance can be given that any such application will be successful. For a description of certain factors affecting when and where Securities will be listed, please see "Listing and Rating" under "Description of the Programme" below. Registration Document The Competent Authority has approved the Registration Document of the Issuer dated 30th August 2007 relating to Securities offered under the Issuer's CitiFirst Product Programme. The Issuer may also offer Securities pursuant to such Registration Document (as amended or updated from time to time) and the related Securities Note and Summary. Swiss Programme Prospectus The SWX Swiss Exchange has approved the Programme Prospectus of the Issuer dated 25 March 2008 relating to Securities offered under the Issuer's CitiFirst Product Programme for the purposes of the SWX Swiss Exchange Listing Rules. The Issuer may also offer Securities pursuant to such Programme Prospectus (as amended from time to time) and the related Pricing Supplement. The Programme Prospectus has not been approved by the Competent Authority. 3

TABLE OF CONTENTS Summary...5 Risk Factors...11 Description of the Programme...18 Commonly Asked Questions about the Programme...21 Issuer Information...23 Purchase, Holding, Transfer and the Offer of Securities...27 General Selling Restrictions...31 General Taxation...34 Terms and Conditions of the Securities...37 Form of Final terms...83 4

SUMMARY This summary must be read as an introduction to this Base Prospectus and any decision to invest in any Securities should be based on a consideration of this Base Prospectus as a whole, including the documents incorporated by reference. Following the implementation of the relevant provisions of the Prospectus Directive in each Member State of the European Economic Area no civil responsibility will attach to the Responsible Person in any such Member State in respect of this Summary, including any translation thereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of this Base Prospectus. Where a claim relating to information contained in this Base Prospectus is brought before a court in a Member State of the European Economic Area, the plaintiff may, under the national legislation of the Member State where the claim is brought, be required to bear the costs of translating this Base Prospectus before the legal proceedings are initiated. Any defined terms used in this Summary and not defined herein shall have the meaning given to such terms in the applicable Conditions. INTRODUCTION The Issuer: Citibank International plc (the Issuer) is a bank incorporated in the United Kingdom and authorised by the Financial Services Authority under the Financial Services and Markets Act 2000. The Issuer is part of Citigroup Inc., a diversified global financial services holding company whose businesses provide a broad range of services to consumer and corporate customers in more than 100 countries. The Issuer, which forms one of the five divisions which together make up Citigroup, engages in the provision of international corporate and investment banking, private banking and asset management and consumer banking services through its various divisions and a branch network in the United Kingdom and continental Europe. The Issuer has branches in Austria, Belgium, Denmark, Finland, France, Greece, Ireland, Italy, Luxembourg, The Netherlands, Norway, Portugal (including Madeira), Spain and Sweden as well as the United Kingdom. The Programme: The debt securities will be obligations of the Issuer under its CitiFirst Product Programme (the Programme). The Issuer may issue Securities under the Programme pursuant to: (i) this Base Prospectus and the applicable Final Terms and/or (ii) pursuant to the Registration Document of the Issuer dated 30th August 2007 (as amended or updated from time to time) and the applicable Securities Note and Summary; and/or (iii) the Programme Prospectus of the Issuer in the form approved by the SWX Swiss Exchange for the purposes of the SWX Swiss Exchange Listing Rules (as such may be amended, 5

supplemented and updated from time to time) and the applicable Pricing Supplement. Under the Programme, the Issuer may issue different types of debt securities whose repayment terms may be linked to a number of different underlyings. These underlyings may include funds, shares, baskets of shares, share indices, other types of share performance indicators or other types of indices. Other "share performance indicators" might include such things as share portfolios based on a particular trading strategy, an industry sector or portfolios with particular geographically based weightings and could include features that change the composition of the portfolio depending on the performance of those shares over time. The debt securities will be represented by a global security, whereby one certificate is issued in respect of an entire series of debt securities. Citigroup Global Markets Limited, as Arranger, will facilitate transfers of interests representing the global security within and between the international clearing systems (Euroclear and/or Clearstream, Luxembourg) and the relevant domestic clearing systems, including those in The Netherlands, Germany, Austria, Italy and Switzerland. These interests will be credited to the account that a Selling Agent, with whom an investor has made appropriate arrangements, holds with one of the clearing systems. Upon the occurrence of an exchange event (when any of Clearstream Banking AG or its successor(s) and/or the Clearing Systems are closed for a consecutive period of more than 14 days) arrangements will be made by the Issuer, at such a time, for the debt securities to be issued in definitive registered form. The Programme is rated Aa3 by Moody s Investors Service Limited (Moody s) and AA by Standard and Poor s Ratings Service, a division of The McGraw-Hill Companies Inc. (S&P). THE SECURITIES Description: The obligations of the Issuer in respect of each Series of debt securities offered pursuant to this Base Prospectus (the Securities) will be unsecured obligations of the Issuer ranking pari passu among themselves. Each Series of Securities is subject to the terms and conditions thereof (the Conditions) as described in this Base Prospectus, as supplemented by the applicable Final Terms. 6

Repayment at maturity: Mandatory early repayment: Early repayment: If the Issuer has not purchased the Securities prior to the Repayment Date and there has been no early repayment (including mandatory early repayment (if applicable)) of the Securities and the Securities are not payable at the Adjusted Repayment Amount following a Disruption Event or an Index Adjustment Event, then the amount repaid or the number of Shares or units of Underlying Stock delivered per Security will be the Repayment Amount as described in the applicable Final Terms. If applicable, the Issuer will repay the Securities at the relevant Mandatory Early Repayment Amount on the applicable Mandatory Early Repayment Date(s) (each such term having the meaning given to it in the applicable Conditions) on the occurrence of specified trigger event(s) as further described in the applicable Final Terms. Securities may be repaid prior to maturity in certain circumstances (not including mandatory early repayment), including, the following: (a) (b) repurchase by the Issuer; or the occurrence of an event that constitutes an illegality, or force majeure. If the Securities are repaid early following an illegality or force majeure, the Early Repayment Amount per Security will be an amount as determined by Citigroup Global Markets Limited in its capacity as calculation agent (the Calculation Agent) in accordance with the Conditions. Adjusted Repayment Amount: Securities may be repaid at maturity at the Adjusted Repayment Amount following the occurrence of one of the following events: (a) (b) in the in the case of Securities linked to one or more indices, an Index Adjustment Event (as defined in the applicable Conditions); or a Disruption Event (as defined in the applicable Conditions). The Adjusted Repayment Amount per Security will be an amount as determined by the Calculation Agent in accordance with the applicable Conditions. Rating The Securities are expected, on issue, to be assigned a rating of Aa3 by Moody's and AA by S&P (unless otherwise specified in the applicable Final Terms). 7

A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigned rating agency. A suspension, change or withdrawal of any rating assigned to the Securities may adversely affect the market price of the Securities. Listing Fees and expenses The Securities may or may not be listed as described in the applicable Final Terms. An initial distribution fee may be paid by the Issuer to the distributors of the Securities out of the proceeds of the Securities, as described in the applicable Final Terms. Any additional fees payable by the Issuer in relation to any Securities will be set out in the applicable Final Terms. RISK FACTORS Risk Factors Generally: Risk Factors Related to the Issuer: Prospective Investors should understand the risks of investing in any Securities before they make their investment decision. The risk factors described in this Base Prospectus are not a complete list of all the considerations that are relevant to an investment in the Securities. Prospective investors should make their own independent decision to invest in any Securities and as to whether an investment in the Securities is appropriate or proper for them based upon their own judgement and upon financial, legal, accounting, tax and other advice from such appropriately qualified professional independent advisors as they consider necessary. There are certain risks that are specific to the Issuer and its industry and which may affect the Issuer's ability to fulfil its obligations in respect of the Securities. These include (without limitation): The Securities are not guaranteed and, upon an insolvency of the Issuer, Holders will be paid after the Issuer's preferred obligations (for example, obligations owed to secured creditors). No other party is responsible for payments or deliveries in respect of the Securities if the Issuer does not pay or deliver the full amount due to Holders or fails to pay or deliver any amount at all. The Issuer may engage in various transactions in relation to the Securities which may give rise to a conflict of interest between the interests of the Issuer and those of the investors. 8

Risk Factors Related to the Securities: In addition, there are certain factors which are material for the purpose of assessing the risks associated with any Series of Securities. These include (without limitation): The value of the Securities may be directly affected by factors affecting any underlying. Prospective investors should determine whether an investment in the Securities is appropriate in their particular circumstances. Investment in the Securities is only suitable for investors who, among other things, have the requisite knowledge and experience in financial and business matters and are familiar with investments in global capital markets and generally. The Securities may be repaid early or may be repaid at the Adjusted Repayment Amount. If the Securities are repaid early or are repaid at the Adjusted Repayment Amount, the Holders are subject to a reinvestment risk and there is no guarantee that the amount repaid to investors will be equal to or higher than the initial investment amount. There is no guarantee that a secondary market in the Securities will develop. An investor should be prepared to hold the Securities until the Repayment Date (as defined in the Conditions and specified in the applicable Final Terms). If it is possible to sell the Securities, they will be sold for the prevailing bid price in the market which may be less than the initial investment amount. The Conditions confer on the Calculation Agent discretion in making determinations, calculations and adjustments. Taxation: Purchasers and/or sellers of Securities may be required to pay stamp taxes and/or other taxes or duties in accordance with the laws and practices of the country in which Securities are either purchased, sold or transferred. Such taxes may be in addition to the purchase price of each Security. The Issuer will not be liable for or otherwise obliged to pay any stamp taxes, tax, duties or any other payment which may arise as a result of ownership, transfer or exercise of any Securities. There may be circumstances (for example, a change 9

in law) which could result in the Issuer having to reduce the amount(s) payable on a Security because of a withholding tax or other similar deduction. If that happens, investors will receive less than the originally expected amount and the Issuer will not pay any extra amounts to investors to make up for such withholding or deduction. Potential investors are advised to consult their own tax advisors as to the tax consequences of transactions involving the Securities. 10

RISK FACTORS FACTORS RELATED TO THE ISSUER AND THE PROGRAMME THE CONSIDERATIONS SET OUT BELOW ARE OF A GENERAL NATURE. THEY ARE NOT, AND ARE NOT INTENDED TO BE, A COMPLETE LIST OF ALL CONSIDERATIONS THAT ARE RELEVANT WHEN DECIDING TO PURCHASE OR HOLD THE SECURITIES. Anyone considering the purchase of any Securities should read this Base Prospectus to understand some of the risks involved in buying these Securities. An investor considering purchasing any Securities should read carefully and be familiar with the Conditions of such Securities and should consider the suitability of buying such Securities in light of their individual financial and other circumstances. The Securities are not guaranteed by the Arranger and the Arranger does not have, nor will it have, any obligations in respect of the Securities. The Securities are obligations of the Issuer which will be treated equally in all respects with each other (including in order of payment). The value of Securities rises and falls and consequently Securities may drop in value and investors may lose some or all of their investment. Please consider all risks carefully before investing in any Securities and consult your professional independent financial adviser and legal, accountancy, tax and other advisers with respect to any investment in the Securities. What factors affect the ability of the Issuer to fulfil its obligations? The Securities are not guaranteed. The Securities are the obligation of the Issuer only (whose long term senior debt is rated Aa3 by Moody s, AA by S&P) and no other person or entity. Upon insolvency of the Issuer, holders of the Securities will be paid at the same time as holders of other unsecured obligations of the Issuer and will be paid after preferred obligations (for example, secured creditors). If the Issuer is unable to repay or deliver amounts due to Holders, each Holder will be treated equally with all other holders who own unsecured securities issued by the Issuer. No other party (including Citigroup Inc.) is responsible for payments or deliveries in respect of the Securities if the Issuer does not repay the original amount invested or fails to pay or deliver any return to the investors. If you purchase Securities, you are therefore relying (among other things) on the creditworthiness of the Issuer as you will only recover any payments or deliveries scheduled to be made under the Securities to the extent that the Issuer is able to repay or deliver those amounts. The Issuer's creditworthiness and ability to fulfil its obligations in respect of the Securities are affected by general economic conditions and other business conditions. Due to the nature of the Issuer's business at any time, the Issuer's assets will include securities and other financial assets (including loans made to customers) whose value may fluctuate from time to time. Unforeseen fluctuations will affect the credit of the Issuer and its ability to make payments or deliveries may be affected. These risks include: market risk; trading price risk; non-trading price risk; liquidity risk; credit risk (including exposure to bad debts); and operational risk. 11

Potential conflicts of interest The Issuer or any of the Issuer's affiliates may from time to time engage in transactions involving any underlying for their proprietary accounts or accounts under their management. These transactions may have a positive effect or a negative effect on the value of any underlying and consequently on the value of the Securities. These transactions may also have an indirect effect on the value of the Securities. Hedging activities will be undertaken and if they result in a movement in the level of any underlying, this movement may be to the disadvantage of investors. The Issuer accepts no responsibility for the impact of such other activities on the value of the underlying or the value of the Securities. Is there a minimum capital return on the Securities? Some of the Securities may be "principal protected" and in this case each investor is entitled to repayment of a specified minimum principal amount if the investor holds the Security until the Repayment Date, as long as the Issuer is able to pay such amounts (such Securities, Principal Protected Securities). If the Securities are principal protected and an investor sells the Securities prior to the Repayment Date or in certain circumstances if the Securities are repaid early, the full initial investment may not be recovered. Investors in Securities that are not principal protected are not entitled to repayment of a minimum principal amount. The value of the Securities can fluctuate and there is no guarantee that the value of the Securities will increase or that they will retain their value. Can the Issuer repay the Securities before their stated maturity? The Securities may be repaid earlier than the specified Repayment Date in certain limited circumstances: (a) (b) (c) where mandatory early repayment applies to an issue of Securities, the Issuer may repay the Securities at the relevant Mandatory Early Repayment Amount on the applicable Mandatory Early Repayment Date following the satisfaction of the Mandatory Early Repayment Condition as further described in the applicable Final Terms; or where the Issuer purchases the Securities in accordance with the applicable Conditions; or where an illegality or force majeure occurs, the Issuer may repay the Securities at the Early Repayment Amount as further described in the applicable Final Terms. In some cases, the investors will not be entitled to the interest amount (if any) which would have been payable if the Securities had not been repaid early. Will I be able to sell my Securities? It is expected that the Arranger or an affiliate will make a secondary market in the Securities, where investors can sell their Securities through a Selling Agent to the Arranger or an affiliate. However, there is no guarantee that a secondary market will develop. Investors should therefore be prepared to hold their Securities until the Repayment Date. Consequently, one of the risks associated with the Securities is a lack of liquidity. Securities listed or quoted on an exchange will not necessarily be more liquid than Securities not listed or quoted on an exchange. Please note that a secondary market can be affected by both legal restrictions in certain jurisdictions and by the Issuer purchasing or holding any Securities. What will be the price of the Securities? 12

If it is possible to sell the Securities, they would be sold for the prevailing bid price in the market. The prevailing bid price may be affected by several factors including the performance of the underlying, prevailing interest rates at the time of sale, the time left before the stated Repayment Date and the creditworthiness of the Issuer. It is therefore possible that any investor selling Securities in the secondary market may receive a price less than his initial investment. Are there any taxes or duties to pay? Potential purchasers or sellers of the Securities should be aware that stamp duties or taxes may have to be paid in accordance with the laws and practices of the country where the Securities are transferred. Tax laws could change and the tax treatment in respect of the Securities could change over the life of the Securities. Every potential purchaser of the Securities should consult his own tax advisors in order to understand fully the tax implications specific to his investment in any Securities. Withholding of amounts payable on the Securities There may be circumstances (for example, a change in law) which could result in the Issuer having to reduce the amount(s) payable on a Security because of a withholding tax or other similar deduction. If that happens, investors will receive less than the amount originally expected and the Issuer will not pay any extra amount to investors to make up for the withholding or deduction. What is Currency Risk? The currency of the underlying may be different from the currency of the Securities. Fluctuations of foreign currency exchange rates during the life of the Securities may have an impact on the value of the Underlying and on the value of the Securities. Currency fluctuations may result in the investors being unable to recover their initial investment in the Securities. No reliance A prospective purchaser may not rely on the Issuer, the Arranger, any Dealer, the Agents or any affiliate in connection with its determination as to the legality of its acquisition of the Securities or as to the other matters referred to above. FACTORS RELATED TO SPECIFIC PRODUCTS This section provides a more specific description of some of the product-specific risks associated with investing in Securities linked to the performance of one of more underlyings. They must also be read in conjunction with the risk factors in relation to the Issuer and the Programme set out above and viewed in the context of a potential investor's own personal circumstances. The circumstances described in the issuer- and programme-specific risk factors above and in the product-specific risk factors below, alone or collectively, may result in a reduction in the return on the Securities and could result in the loss of all or a proportion of a Holder's investment in the Securities. Suitability Prospective investors should determine whether an investment in the Securities is appropriate in their particular circumstances and should consult with their legal, business and tax advisers to determine the consequences of an investment in the Securities and to arrive at their own evaluation of the investment. 13

Investment in the Securities is only suitable for investors who: (a) (b) (c) (d) have the requisite knowledge and experience in financial and business matters to evaluate the merits and risks of an investment in the Securities; have access to, and knowledge of, appropriate analytical tools to evaluate such merits and risks in the context of their financial situation; are capable of bearing the economic risk of an investment in the Securities for an indefinite period of time; and recognise that it may not be possible to dispose of the Securities for a substantial period of time, if at all. Prospective investors in the Securities should make their own independent decision to invest in the Securities and as to whether the investment in the Securities is appropriate or proper for them based upon their own judgement and upon advice from such advisers as they may deem necessary. Prospective investors in the Securities should not rely on any communication (written or oral) of the Issuer, any Dealer or any of their affiliates or their respective officers or agents as investment advice or as a recommendation to invest in the Securities, it being understood that information and explanations related to the Securities shall not be considered to be investment advice or a recommendation to invest in the Securities. No communication (written or oral) received from the Issuer, any Dealer or any of their affiliates or their respective officers or agents shall be deemed to be an assurance or guarantee as to the expected results of an investment in the Securities. Provision of information Any of the Issuer, the Arranger, any Dealer or any Agents, may have acquired, or during the term of the Securities may acquire, non-public information with respect to any underlying. None of such persons is under any obligation to make available any information relating to, or keep under review on the Holders' behalf, the business, financial conditions, prospects, creditworthiness or status of affairs of any underlying or conduct any investigation or due diligence into the obligors of any underlying. Principal protection The Securities may or may not provide for any principal protection as described in the applicable Final Terms and, if no principal protection is provided, subject to there being no early repayment (including any mandatory early repayment (if applicable)) will be repaid on the Repayment Date by payment or delivery of the Repayment Amount or payment of the Adjusted Repayment Amount (each as defined in the applicable Conditions) regardless of whether this amount is less than the applicable Issue Price (as defined in the applicable Conditions). Prior to making an investment decision, prospective purchasers should carefully consider the risks associated with the Securities. Furthermore, prospective investors may receive an amount less than the Issue Price if the Securities are repaid prior to the Repayment Date or if investors sell the Securities prior to the Repayment Date. In such cases the price for which the Securities may be sold, or the Early Repayment Amount of the Securities, may not provide for a return of an amount equal to or greater than the Issue Price. Factors affecting the Underlying Share Price and Price of Underlying Stock (or the related Shares) Investors in the Securities should be familiar with investments in global capital markets and with shares and Depositary Receipts generally. Before purchasing the Securities, prospective investors should carefully 14

consider, among other matters, the value and price volatility of the Shares or Underlying Stock (or related Shares) by reference to which the Repayment Amount, any Mandatory Early Repayment Amount and/or any Interest Amount(s) may be calculated (each as defined in the applicable Conditions). The value and price volatility of the Shares or Underlying Stock (or related Shares) may also affect the fair market value of the Securities relevant to the determination of any Early Repayment Amount or Adjusted Repayment Amount. The value of any Shares, Underlying Stock (or the related Shares) may go down as well as up and the value of the Shares, Underlying Stock (or the related Shares) on any date may not reflect their performance in any prior period. There can be no assurance as to the future value of the Shares, Underlying Stock (or related Shares) or of the continued existence of the Shares or any Underlying Stock. In addition, in certain circumstances it may not be possible or practicable for the Calculation Agent to determine the value of the Shares or the value of any Underlying Stock (or related Shares). Accordingly, before making an investment decision with respect to the Securities, prospective investors should carefully consider whether an investment, the return on which will depend on the price performance of Shares, or Underlying Stock (or the related Shares) is suitable for them. Index level Investors in the Securities linked to the performance of one or more indices should be familiar with investments in global capital markets and with indices generally. The level of an Index is based on the value of the assets comprised in that Index although investors should note that the level of an Index at any time will not include the reinvestment of the yield on the assets comprised in that Index. Investors should understand that global economic, financial and political developments, among other things, may have a material effect on the value of the assets comprising an Index and/or the performance of an Index. Dividends Investors in Securities linked to the performance of Shares or Depositary Receipts should note that dividends paid to a person who holds the Shares or the Depositary Receipts as applicable will not be paid to the Issuer or to any Holder. The return on the Securities will thus not reflect any dividends which would be paid to investors that have made a direct investment in the Shares or purchased the Depositary Receipts. Consequently, the return on the Securities may be less than the return from a direct investment in the Shares or the Depositary Receipts, as applicable. Investors in Securities linked to the performance of one or more Indices should note that dividends paid to a person who holds the assets in an Index will not be paid to the Issuer or to any Holder. The return on the Securities will thus not reflect any dividends which would be paid to investors that have made a direct investment in the assets which constitute an Index. Consequently, the return on the Securities may be less than the return from a direct investment in the assets which constitute an Index. Indices and Market Volatility Investors in Securities linked to the performance of one or more indices should note that market volatility reflects the degree of instability and expected instability of the performance of an Index and the assets which constitute the Index. The level of market volatility is largely determined by the prices for financial instruments supposed to protect investors against such market volatility. The prices of these instruments are determined by forces of supply and demand in the options and derivative markets generally. These forces are, themselves, affected by factors such as actual market volatility, expected volatility, economic factors and speculation. Early repayment of the Securities Mandatory early repayment 15

Where mandatory early repayment applies to an issue of the Securities, the Issuer may, repay the Securities on the relevant Mandatory Early Repayment Date and at the relevant Mandatory Early Repayment Amount following the satisfaction of the Mandatory Early Repayment Condition (each as defined in the applicable Conditions). In this case, Holders are subject to a reinvestment risk, as they may not be able to replace their investment in the Securities with an investment that has a similar profile of chances and risks as the Securities. Early repayment for other reasons Securities may be repaid early in certain other circumstances as described in the Conditions (being a repurchase by the Issuer, or an event which constitutes an illegality, or force majeure). If the Securities are repaid early, the Early Repayment Amount will be determined by the Calculation Agent in accordance with the Conditions and there is no guarantee that the amount repaid to investors will be equal to or higher than the Issue Price. A Holder has no right to require the Issuer to repay or purchase any Securities prior to the Repayment Date. Early repayment or repayment at the Adjusted Repayment Amount may limit exposure to the Underlying If the Securities are repaid early following the satisfaction of the Mandatory Early Repayment Condition, or an illegality or force majeure, the amount received by the Holders will be limited to the Mandatory Early Repayment Amount or the Early Repayment Amount (as the case may be) (each as defined and calculated in accordance with the applicable Conditions). Furthermore, the Holders will not benefit from any rise in the value of the underlying that may occur during the period between the early repayment or mandatory early repayment and the Repayment Date. If Securities are repaid at the Adjusted Repayment Amount following a Disruption Event or an Index Adjustment Event (as defined in the applicable Conditions), the amount received by Holders will be limited to the Adjusted Repayment Amount. Furthermore, Holders of the Securities will not benefit from any rise in any applicable Share, Underlying Stock (or related Shares) or Index that may occur during the period between the occurrence of the Disruption Event or Index Adjustment Event (as the case may be), and the Repayment Date. The effect of the Underlying on payments under the Securities The determination of the Repayment Amount, any Mandatory Early Repayment Amount and any Interest Amount(s) may depend upon the performance of the underlying to which the Securities relate during the term of the Securities as described in the applicable Final Terms. If the Securities are redeemed at the Early Repayment Amount or the Adjusted Repayment Amount, such amount will be determined by reference to (amongst other things) the fair market value of the Securities which will depend in part upon the performance of the underlying. In certain circumstances, Holders may be repaid an amount that is less than the Issue Price, as described in the applicable Final Terms. Delivery Option If "Physical Settlement" is specified as applicable in the relevant Final Terms, the Repayment Amount per Security may be settled by means of delivery to the relevant Holder of a number of units of underlying Stock or Shares (as determined in accordance with the Final Terms). Where "Physical Settlement" applies to an issue of Securities, investors should note that the market value of such Underlying Stock or Shares at the time of delivery may be less than the Issue Price. Investors purchasing Securities with physical settlement provisions should ensure that they are capable of accepting delivery of and holding the 16

applicable Shares or Underlying Stock and that they duly complete and deliver an Asset Transfer Notice to the Issuer and where the Securities are in definitive form, duly deliver the Security (including any interest coupons) to the Issuer, any Paying Agent or any registrar as required by the Conditions. Failure properly to complete and deliver an Asset Transfer Notice within the time period specified in Condition 8.3 (Delivery Option) or failure to pay the expenses referred to in Condition 8.3 (Delivery Option) or to deliver the relevant Security (and any interest coupons) may result in such notice being treated as null and void and/or the Issuer being discharged from its obligations in respect of such Security. Discretion The terms of the Securities confer on the Calculation Agent some discretion in making determinations and calculations in relation to Share prices, Underlying Stock prices or Index levels, as appropriate, in relation to making adjustments and in relation to calculating the Repayment Amount, any Mandatory Early Repayment Amount, Interest Amount(s), Early Repayment Amount or Adjusted Repayment Amount. Whilst the Calculation Agent will act in good faith and in a commercially reasonable manner in exercising its discretion, there can be no assurance that the exercise of any such discretion will not affect the value of the Securities or the occurrence of a early repayment. Substitution of Issuer The Issuer may at any time without the consent of the Holders assign and transfer all of its obligations under the Securities to any entity (which may not be an affiliate of the Issuer) (the New Issuer) provided that certain conditions set out in Condition 16.1 (New Issuer) have been satisfied. These include that each Rating Agency (the current rating agencies are Moody's and S&P) has confirmed that the Securities will have the same rating after the proposed replacement by the New Issuer becomes effective and that the Issuer has given the Holders notice of at least 30 days of the proposed replacement. Please note that the Issuer has the right to assign and transfer its obligations without the consent of the Holders. An assignment and transfer can only take place if, at the time of assignment, the New Issuer will not be required to withhold or deduct on account of tax under the Conditions. If, subsequent to the assignment to the New Issuer, the New Issuer will be required to deduct or withhold on account of tax from payments to the Holders, the payments to the Holders will be reduced. If the Issuer assigns and transfers its obligations under the Securities to an entity which is not affiliated with Citigroup Global Markets Limited or its affiliates (the Citi Entities), none of the Citi Entities is responsible for the payment, repayment and other obligations of the New Issuer under the Securities. Credit ratings A security rating is not a recommendation to buy, to sell or to hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency. A suspension, change or withdrawal of the rating assigned to the Securities may adversely affect the market price of the Securities. Additional Risk Factors Additional risk factors relating to a particular Series of Securities may be set out in the applicable Final Terms. 17

DESCRIPTION OF THE PROGRAMME This description is intended to give you an overview of details in relation to the Issuer and also details in relation to the types of products that you may purchase. This description must be read as an introduction to this Base Prospectus and any decision to invest in any Securities should be based on a consideration of this Base Prospectus as a whole (including the documents incorporated by reference) and the applicable Final Terms. INTRODUCTION The Securities will be obligations of Citibank International plc (the Issuer) under its programme for the issuance of structured debt securities (the CitiFirst Product Programme or the Programme) on the terms set out in the applicable Prospectus. The Issuer may issue Securities under the Programme pursuant to (i) this Base Prospectus and the applicable Final Terms and/or (ii) pursuant to the Registration Document of the Issuer dated 30th August 2007 (as amended or updated from time to time) and the applicable Securities Note and Summary; and/or (iii) the Programme Prospectus of the Issuer in the form approved by the SWX Swiss Exchange for the purposes of the SWX Swiss Exchange Listing Rules (as such may be amended, supplemented and updated from time to time) and the applicable Pricing Supplement. The Issuer is a bank incorporated in the United Kingdom and authorised by the Financial Services Authority under the Financial Services and Markets Act 2000. The Issuer is part of Citigroup Inc., a diversified global financial services holding company whose businesses provide a broad range of services to consumer and corporate customers in more than 100 countries. The Issuer engages in the provision of international corporate and investment banking, private banking and wealth management and consumer banking services through its various divisions and a branch network in the United Kingdom and continental Europe. The Issuer has branches in Austria, Belgium, Denmark, Finland, France, Greece, Ireland, Italy, Luxembourg, The Netherlands, Norway, Portugal (including Madeira), Spain and Sweden as well as the United Kingdom. WHAT TYPES OF PRODUCTS WILL THE ISSUER ISSUE? Under the Programme, the Issuer may issue different types of debt securities whose repayment terms may be linked to a number of different "underlyings". These underlyings may include funds, shares, baskets of shares, share indices, other types of share performance indicators or other types of indices. Other "share performance indicators" might include such things as share portfolios based on a particular trading strategy, an industry sector or portfolios with particular geographically based weightings and could include features that change the composition of the portfolio depending on the performance of those shares over time. The Issuer may also issue Securities linked to any combination of the above different underlyings, for example, a single issue of Securities may be linked to an Underlying that is a Share, a Depositary Receipt and an Index. In addition, some of these Securities might have different ways of calculating the amount of interest payable (if any) and/or the amount of the initial investment that is returned to investors at the end of the term of the Securities. The particular terms of a Security will be set out in this Base Prospectus and the applicable Final Terms that will be provided to investors prior to any investment in particular Securities. It is important that you obtain, read and understand both this Base Prospectus and the Final Terms relating to each Security in which you are considering an investment. 18

LISTING AND RATING Application has been made to the Competent Authority for this Base Prospectus to be approved. Application may be made to the Irish Stock Exchange and/or other European stock exchanges for specific Securities being issued under the Programme to be admitted to the relevant stock exchange's Official List and to trading on its regulated market. However, not all Securities will be listed. Whether or not Securities are listed and where Securities are listed will depend upon the type of Security that is being sold and investor demand. Investors will find confirmation in relation to the Stock Exchange (if any) on which a Security is listed by reading the Final Terms that relate to the particular Security in which they are considering an investment. For so long as Securities are listed on the Irish Stock Exchange, there will be a paying agent in Ireland. The Dublin office of Citibank International plc is the initial paying agent in Ireland. A reference in this Base Prospectus or in any Final Terms to Securities issued under the Programme being listed on a stock exchange means that the Securities have been both admitted to trading on the stock exchange's regulated market and listed on the stock exchange. A stock exchange's regulated market is a regulated market for the purpose of the Markets in Financial Instruments Directive 2004/39/EC. The Programme is rated Aa3 by Moody s and AA by S&P. The Securities issued under the Programme may be rated by both Moody s and S&P. Investors will find confirmation as to whether or not the Security they are investing in is rated, and what level of rating will be assigned by each applicable Rating Agency, in the applicable Final Terms. A rating should not act as a recommendation to investors to invest in a particular type of Security and may be changed, suspended or withdrawn at any time. DENOMINATIONS AND SUBSCRIPTION AMOUNTS The denomination of a Security will be set out in the applicable Final Terms. The minimum denomination of a Security admitted to trading on a European Economic Area stock exchange, or offered to the public in a member state of the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive, will be EUR 1,000 (or, if the Security is denominated in a currency other than EUR, the equivalent amount in that other currency). The amount that you may invest in any type of Security will be set out in the applicable Final Terms. There may be, for example, a minimum amount that you have to invest in order to purchase a type of Security. PAYMENTS Each type of Security purchased will have a different Repayment Date. This is the future date on which it is anticipated that your capital investment will be repaid (although there may be occasions when the Repayment Amount will be repaid prior to the Repayment Date or where the Adjusted Repayment Amount will be payable on the Repayment Date) and investors should review this Base Prospectus and the applicable Final Terms to identify the circumstances in which this may occur). The Repayment Date will be set out in the applicable Final Terms along with full details of the Repayment Amount due on maturity and/or the way that this will be calculated. It should be noted that under the specific terms of some products the Repayment Amount may have the potential to be less than the amount initially invested and may be physically settled by delivery of a number of Shares or units of Underlying Stock. Products that bear interest (either simple interest or interest calculated by reference to an underlying) will also have interest payment dates. These will be clearly set out in the applicable Final Terms with further details. 19

FORM AND SETTLEMENT The Securities will be represented by a global security, whereby one certificate is issued in respect of an entire series of Securities. Citigroup, as Arranger, will facilitate transfers of interests representing the global security within and between the international clearing systems (Euroclear and/or Clearstream, Luxembourg) and the relevant domestic clearing systems, including those in The Netherlands, Germany, Austria, Italy and Switzerland. These interests will be credited to the account that a Selling Agent, with whom an investor has made appropriate arrangements, holds with one of the clearing systems. Investors should refer to the section entitled "Purchase, Holding, Transfer and the Offer of Securities" for further details. Upon the occurrence of an exchange event (when any of Clearstream Banking, Frankfurt or its successor(s) and/or the Clearing Systems are closed for a consecutive period of more than 14 days) arrangements will be made by the Issuer, at such a time, for the Securities to be issued in definitive registered form. Investors should refer to the section entitled "General Taxation" below for additional information. FEES AND EXPENSES Fees and expenses may be incurred by investors in relation to the purchase, holding, transfer and sale of Securities. A description of fees and expenses (if any) will be disclosed in the applicable Final Terms, but investors should ask their Selling Agent to confirm details of any fees, expenses, commissions or other costs. Investors should understand not only the financial risks involved in investing in Securities, but also any fees, expenses or commissions that might be borne by them as part of their investment. TAXATION Investors should ensure that they obtain such independent tax advice in relation to investing in particular Securities from such advisors as they consider necessary. 20

COMMONLY ASKED QUESTIONS ABOUT THE PROGRAMME HOW MUCH OF AN INVESTMENT IS AT RISK? Some of the Securities will guarantee a minimum Repayment Amount or Adjusted Repayment Amount (as the case may be) on the applicable Repayment Date. Other Securities will put the investors' investment at risk in whole or in part so that they may receive an amount less than their original investment or lose their entire investment. The Conditions and the Final Terms of the Securities will make it clear whether, and in what circumstances, an investor's investment is at risk. If the terms of a particular product provide that an investor's entire investment could be lost, an investor should only invest in the Securities if they are willing to accept that risk. Each potential investor should also note that any return received on the Securities could be lower than any interest that investor could have earned by investing in a simple fixed rate product (like a bank or building society account) paying the prevailing market rate. Therefore, some Securities may not be suitable for a potential investor who would prefer a lower risk investment. WHO CAN THE SECURITIES BE PURCHASED BY AND SOLD TO? A potential purchaser must have an account with a Selling Agent before that purchaser can hold an interest in the Securities. This requirement may restrict who may purchase the Securities. Sales of Securities are restricted to people who hold an appropriate account enabling their interest in the Securities to be recorded. CAN THE SECURITIES BE USED AS SECURITY FOR A LOAN? As the Securities are represented by global securities held by Clearstream Banking, Frankfurt (as defined in the applicable Conditions), an investor's ability to use its interest in the Securities as security in favour of a third party may be restricted. WHO ARE THE "HOLDERS"? The expression "Holders" refers to those who are shown in the records of the Clearing Systems as the holder of an amount of Securities. Accordingly, only those who have an account at a Clearing System will be Holders and only Holders have direct rights against the Issuer. Holders do not include investors who own Securities indirectly (for example through a Selling Agent). Investors hold only the beneficial interests in the Securities and do not have direct rights against the Issuer. HOW IS OWNERSHIP OF THE SECURITIES RECORDED? An investor will not receive a certificate representing his interest. Each Series of Securities will be issued in the form of a global security with one global security representing all of the Holders' interests. Each global security will be deposited at Clearstream Banking, Frankfurt. Each of the Selling Agents will hold an interest in the Securities through a clearing system on behalf of the investors. IS THERE A LIMIT ON THE AMOUNT OF SECURITIES THE ISSUER WILL ISSUE FOR EACH SERIES? There is no limit on the number or total amount of Securities the Issuer can issue for any Series. The Issuer can issue a Series of Securities at any time without giving investors notice or obtaining their consent. Any additional Securities issued by the Issuer will rank equally with all existing Securities issued by the Issuer. WHAT ARE SECURITIES LINKED TO INDICES AND/OR SHARES? 21

Securities will be linked to the performance of the underlying shares, indices or depositary receipts or any other applicable underlying or a combination thereof. Some Securities will be linked to indices which means that the amount of principal and/or interest payable or deliverable may be calculated (i) by reference to securities issued by other entities and which are included in an index (of which there are many types - the most familiar being the S&P 500 and the FTSE 100); or (ii) by reference to other indices. A securities index is an imaginary portfolio of securities representing a particular market or portion of it. Each index has its own calculation methodology and is usually expressed in terms of a change from a base value. Therefore the percentage changes in an index are more important than the actual numeric value. Indices are used as a tool for tracking market trends. Technically, it is not possible to invest in an index; rather you invest in a security which attempts to track the index as closely as possible. Some Securities will be linked to Share or to Depositary Receipts which means that the amount of principal and/or interest payable or deliverable may be calculated by reference to the Shares or Depositary Receipts specified in the applicable Final Terms. The issuer of a security that is a component of an index or the issuer of any Shares or Depositary Receipts will not be involved in the offer or sale of the related Securities and will have no obligations to the Holders or beneficial owners of the Securities. Actions by the issuer of an underlying security may have a negative impact on the value of Securities and/or the amounts payable or deliverable. Any Underlying could be volatile; the value of such Underlying could change significantly (either an increase or a decrease) over a short period of time. Because the amount payable or deliverable on a Security is often calculated on a fixed date or over a fixed short period of time, a volatile Underlying could increase the risk that the return on the Securities will suffer a negative impact if such underlying value fluctuates. Information in relation to the Underlying is set out in the applicable Final Terms. HOW ARE PAYMENTS MADE? The Issuer will make payments of interest by paying the total amount payable to the Clearing System(s) in accordance with the rules and policies of the Clearing System(s). The Clearing System will credit the appropriate amount to the account of each Holder (which may include Selling Agents), in accordance with its rules and policies. The Issuer has no obligation to make payments directly to investors in Securities. Each investor in the Securities must look to its Selling Agent for payments on such investor's Securities. In certain circumstances (as set out in the relevant Final Terms) payment of the Repayment Amount may be by way of physical settlement. Where this is the case a Holder of Securities must duly complete and deliver an Asset Transfer Notice to the Issuer (and where the Securities are in definitive form the relevant Security (and any related interest coupons)). Subject as provided in the Conditions, the Asset Amount shall be delivered by the Issuer to the relevant Holder at the risk of the relevant Holder as soon as practicable on or after the Repayment Date. If a date specified for payment is not a Business Day, the Issuer will make the relevant payment or delivery on the first following day that is a Business Day, unless otherwise specified in the Final Terms. On these occasions, the payment or delivery will be treated as if it were made on the original specified date for payment or delivery and will not be considered a late payment or delivery. Accordingly, the Issuer will not pay an additional interest amount for the postponement. The term Business Days is defined in the applicable Final Terms. 22

ISSUER INFORMATION 1. CITIBANK INTERNATIONAL PLC Overview The Issuer is a bank authorised in the conduct of its banking activities by the Financial Services Authority under the Financial Services and Markets Act 2000. Its business is made up of three primary areas: providing wealth management and alternative investment services; providing personal banking services to its consumer customers; and international corporate and investment banking. It operates these businesses through various divisions and an extensive branch network in the United Kingdom and throughout continental Europe. The Issuer has branches in Austria, Belgium, Denmark, Finland, France, Greece, Ireland, Italy, Luxembourg, The Netherlands, Norway, Portugal (including Madeira), Spain and Sweden as well as the United Kingdom. History and Incorporation The Issuer was incorporated with limited liability in England and Wales on 21st December, 1972 under the Companies Acts 1948 to 1967 for a variety of banking and finance related purposes set out in clause 4 of the Issuer's Memorandum of Association. The Issuer was incorporated as Citicorp International Bank Limited with registration number 1088249. The Issuer assumed its current name on 1st March, 1993. Larger Group Structure The Issuer is a wholly controlled subsidiary of Citibank, N.A. and is ultimately a subsidiary of Citigroup Inc., which is incorporated in the United States of America. Citigroup Inc. is a diversified global financial services holding company for the Citigroup family of companies that together have some 370,000 employees in more than 100 countries. Citigroup Inc. had total assets as at 31st December, 2007 of approximately U.S.$2.12 trillion. On 18th April, 2008, Citigroup Inc. announced its first quarter earnings for 2008 and reported net income (loss) of U.S.$5.10 billion on total revenues of U.S.$13.22 billion. The rights of Citibank Investments Limited as a shareholder of the Issuer are contained in the articles of association of the Issuer and the Issuer will be managed by its directors in accordance with those articles and with the provisions of English law. Further information about Citigroup Inc. and its businesses can be found on its website at www.citigroup.com. The address of this website is provided for information purposes only and the content of the website does not form part of this Prospectus. 2. SHARE CAPITAL As at 31st December, 2007, the share capital of the Issuer was as follows: Authorised Number Sterling ordinary shares of 1 each 1,876,846,755 US Dollar ordinary shares of $1 each 600,000,000 23

Issued and fully paid Number Sterling ordinary shares of 1 each 1,757,011,711 As of 31st December, 2007, the share capital of the Issuer did not include any partly paid shares. There has been no material change in the capitalisation or indebtedness of the Issuer since 31st December, 2007. All of the Sterling ordinary shares issued by the Issuer are held by Citibank Investments Limited and there are no minority shareholders. Authorisation The initial establishment and subsequent update of this Programme and the issue of Securities under it was duly authorised by the Issuer s Board of Directors on 12th October, 2004. Use of Proceeds The net proceeds of each issue of Securities are expected to be used by the Issuer (i) to invest in bonds and/or derivatives that will enable the Issuer to meet its payment or delivery obligations in respect of the Securities and (ii) to pay the fees and expenses incurred in the issuance of the Securities and the maintenance of the Programme. The proceeds may also be used to finance the Issuer's ongoing business activities, which may include refinancing existing indebtedness or lending proceeds externally to its customers or internally to other Citigroup entities. If there is intended to be a different use for the net proceeds of a particular issue of Securities, this will be set out in the applicable Final Terms. 3. FINANCIAL AND MANAGEMENT INFORMATION Board of Directors The Issuer has an independent Board of Directors. The Directors of the Issuer are: Name Occupation W.J. Mills Chairman and Chief Executive L B Kaden Non Executive Director R G Orf Executive Director H L Pijls Executive Director Sir Winfried F.W. Bischoff Executive Director G Ryan Executive Director C M Weir Executive Director M. E. Schlein Non-Executive Director The business address of each Director of the Issuer in his capacity as such is Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB. All of the Directors are resident in the United Kingdom except L B Kaden and M.E. Schlein who are resident in the United States. J D Robson is the Company Secretary. 24

None of the Directors has any notifiable conflict of interest between their duties as a director of the Issuer and their private interests or other duties. Audit Committee The Citi UK Legal Vehicles' Audit Committee (the Audit Committee) is a sub-committee of the Board of the Issuer. The Audit Committee s functions in respect of the Issuer include ensuring the compliance by the Issuer with legal and regulatory requirements and reviewing the integrity of internal controls and risk management systems, reviewing the financial statements of the Issuer and the independent auditors report in respect of those financial statements and monitoring the role and effectiveness of the independent auditors. The members of the Audit Committee are: Lewis Kaden David Challen Roger Orf Michael Schlein Chair and Non-Executive Director Adviser Executive Director Non-Executive Director The Issuer is in compliance with the applicable corporate governance regime of England and Wales, its country of incorporation and principal place of business. Material Adverse Change There has been no material adverse change in the consolidated financial position or prospects of the Issuer since 31st December, 2007. Litigation Save as disclosed herein, there are no pending or threatened governmental, legal or arbitration proceedings which may have, or have had during the 12 months prior to the date of this Base Prospectus, individually or in the aggregate, a significant effect on the financial position or profitability of the Issuer and, to the best knowledge of the Issuer, no such proceedings are threatened or contemplated. At the beginning of 2004, the Estate Representative of Global Crossing brought an adversary proceeding against the Issuer, together with various other financial institutions that participated in certain loan syndicates, as part of Global Crossing's bankruptcy proceeding in the U.S. Bankruptcy Court for the Southern District of New York. The claim forming the basis of the adversary proceeding generally alleges that the repayment of two loans by two Global Crossing entities constituted fraudulent conveyances, and that the financial institutions, by participating in those repayments, aided and abetted breaches of fiduciary duty by the officers and directors of Global Crossing, Ltd. and Global Crossing North America. The 12 defendants include the Issuer, which was allegedly the facility agent on one of the loans for which the borrower was a Global Crossing U.K. affiliate. Global Crossing allegedly made an intercompany transfer of funds from a later loan to facilitate the repayments of the loan to the Global Crossing U.K. affiliate. The claim seeks as damages all amounts each defendant received in connection with the repayments of the loans (as the Issuer is alleged to be the facility agent on the U.K. loan, it is not alleged to have received any amount in connection with repayment of either loan), as well as "in excess of $1 billion" dollars jointly and severally against all defendants on the aiding and abetting claim. The Issuer is attempting to be excluded from this lawsuit on the basis that it was included on a list of financial institutions to be exempted from claims of this nature under an agreement binding on the Estate Representative. Additionally, the Issuer joined all of the other defendants in filing a motion to dismiss the 25

claim on other grounds on 28 May 2004. On 14 July 2008, the judge ordered the plaintiff to file a new complaint, dropping certain defendants (excluding CIP), within 30 days. In the event that CIP is not withdrawn from the new complaint, a new motion to dismiss will be filed. The Issuer in the meantime continues to be a named defendant. Credit Rating The Issuer s long term senior debt is rated Aa3 by Moody's, AA by S&P and AA- by Fitch Ratings Ltd (Fitch). Financial Statements The Issuer's consolidated financial statements for the year ended 31st December, 2007 were approved by the Directors at a board meeting held on 14th March, 2008. The consolidated audited financial statements of the Issuer for 31st December 2005 and 31st December 2006 and 31st December 2007 which have been submitted and filed with the Irish Stock Exchange, shall be deemed incorporated in, and to form part of, this Base Prospectus. The auditors of the Issuer are KPMG Audit plc (KPMG), Chartered Accountants and Registered Auditor of 8 Salisbury Square, London EC4Y 8BB. The auditor employees of KPMG are members of the Institute of Chartered Accountants in England and Wales. KPMG have been the auditors of the Issuer for the last five years. In each of the last three years, KPMG have audited the Issuer's consolidated financial statements without qualification and in accordance with Auditing Standards issued by the Auditing Practices Board. KPMG have no material interest in the Issuer. Notices and Available Documents (a) (b) Notices with regard to the Securities will be given by the Issuer, so long as any Securities are listed on the Irish Stock Exchange and the Irish Stock Exchange so requires, by publication on the Irish Stock Exchange website. For so long as Securities are capable of being issued under the Programme, physical copies of the following documents (and an English translation of any document not originally in English) will, when published, be available free of charge from the registered office of the Issuer and the specified office of the Paying Agent in Ireland: (i) (ii) (iii) (iv) (v) (vi) the most recent Memorandum and Articles of Association of the Issuer; the publicly available audited Annual Report and Financial Statements of the Issuer for the last two financial years; the Programme Agreement and the Agency Agreement relating to the Programme (which contains the form of global security); a copy of this Base Prospectus; any future updates of, or supplements to, this Prospectus and any documents incorporated in such documents by reference; and a copy of the Final Terms produced for each Series of Securities. (c) Except as described in (a) and (b) immediately above, the Issuer does not intend to provide post issuance information. 26

PURCHASE, HOLDING, TRANSFER AND THE OFFER OF SECURITIES SUMMARY The Programme has been established to enable the Issuer to issue Securities to non-professional investors and professional investors in a number of European countries. In order to enable the transfer of Securities to non-professional investors in European jurisdictions, Citigroup, as Arranger, will facilitate transfers of interests in the Securities from the Clearing Systems to each of the various domestic clearing systems, as well as subsequent cross-market transfers, in order that investors can, through an appropriate Selling Agent, hold interests in the Securities of the same Series whether they reside in Italy, Germany, Austria, Switzerland, The Netherlands or any other European country. HOW TO INVEST Applications for the purchase of Securities may be made by a prospective investor through any broker, financial advisor, bank, financial intermediary or other suitable agent, including any distributor appointed by the Arranger (each a Selling Agent). Prospective investors, if they do not already have these arrangements in place, will need to ensure that such arrangements are in place with an appropriate Selling Agent. Citibank can provide these services in most jurisdictions and investors should make enquiries of their local Citibank branch for further details. Pursuant to anti-money laundering regulations, prospective investors who are not an existing client of a Selling Agent may be required by their Selling Agent to complete an anti-money laundering form and to provide further evidence of identification in advance of applying to purchase any Securities. Each prospective investor should ascertain from its Selling Agent when that Selling Agent will require receipt of cleared funds from its clients in respect of applications for the purchase of a particular issue of Securities and the manner in which payment should be made to the Selling Agent. Each Selling Agent may impose different arrangements relating to the purchase of Securities and prospective investors should contact the Selling Agents directly for further information concerning such arrangements. There may be circumstances in which the number of applications received by the Issuer from prospective investors exceeds the amount of Securities being issued. In these circumstances, the Issuer reserves the right, in its absolute discretion, to decline in whole or in part an application for any issue of Securities. Accordingly, an applicant may, in certain circumstances, not be issued the number of (or any) Securities for which it has applied. HOW SECURITIES WILL BE HELD The Securities of each Series will be represented by a global security that will be deposited with Clearstream Banking, Frankfurt on the Issue Date specified in the applicable Final Terms. Each global security will be held by Clearstream Banking, Frankfurt until maturity or such earlier date on which the Securities represented by such global security have been redeemed in full. Interests representing a global security may be transferred through Euroclear and/or Clearstream, Luxembourg, two large international clearing systems for securities. Euroclear and Clearstream, Luxembourg each hold interests in securities for participating organisations (such as the domestic clearing systems) and facilitate the clearance and settlement between the respective participants through electronic book-entry changes in the accounts of such participants, thus eliminating the need for physical movement of the global security. The appropriate Common Code and ISIN for each Series allocated by Clearstream Banking, Frankfurt will be specified in the applicable Final Terms. If the Securities are to clear through an 27

additional or alternative clearing system, the appropriate information will be specified in the applicable Final Terms. Citigroup, acting as Arranger, will arrange for the relevant interests in the global security to be credited to the accounts held by the Selling Agents with the various domestic clearing systems, including the systems operated by SIS SegaInterSettle AG (SegaInterSettle) in Switzerland, Clearstream Banking, Frankfurt (Clearstream AG) in Germany, Osterreichische Kontrollbank (OeKB) in Austria, Euroclear, Netherlands (Euroclear, Netherlands) in The Netherlands and Monte Titoli S.p.A (Monte Titoli) in Italy, to allow trading in such interests to occur in each of the domestic clearing systems. However, there is no obligation on Citigroup or any Selling Agent to make any such arrangements and prospective investors should confirm such matters in respect of each issue of Securities with their Selling Agent of choice. FEES Prospective investors should note that they may be required to pay certain fees, commissions or charges for custodial, transfer and clearing services charged by the relevant Clearing System(s) and/or the relevant Selling Agent for the purchase, holding, transfer or redemption of Securities. Prospective investors should contact the Selling Agents for full details of these fees, commissions or charges that may, directly or indirectly, be passed on to the customer. ISSUE PRICE The Issue Price per Security will be specified in the applicable Final Terms. The Offer Price will be the Issue Price unless otherwise specified in the applicable Final Terms. INVESTOR CATEGORIES The Final Terms may specify the various categories of potential investors to which the Securities will be offered. OFFER PERIOD The Final Terms may specify an offer period for the Securities. In this case, the offer period will open on or about 9.00 a.m. (Central European Time) on the date specified in the applicable Final Terms and close on or about 5.00 p.m. (Central European Time) on the date specified in the applicable Final Terms, or such earlier or later date as the Issuer may agree. Where the Final Terms specify "Offer Period" as being applicable for any issue of Securities: (i) the basis of allocation under the offer is expected to be announced on the Business Day immediately following the end of such offer period; (ii) dealing in the Securities may not occur prior to this announcement; and (iii) no Securities will be offered for sale after such offer period has closed. CONDITIONS OF OFFER In the event that the Final Terms specify an offer period for the Securities, the issue of the Securities will be conditional upon the Issuer on or prior to the end of the offer period, having accepted valid applications for Securities with an aggregate Issue Price amounting to at least: (i) EUR 1,000,000 (or the equivalent thereof in the Currency of the Securities, if not EUR); or (ii) such other amount as may be specified in the applicable Final Terms. The Issuer may waive the condition above. If the condition is not satisfied or waived in respect of the Securities, the Issuer shall not issue any Securities and shall return the application monies (without interest) for such Securities at the applicants' risk to applicants by no later than 30 days after the date that the Offer period, if any, closes. CANCELLATION OF THE OFFER 28

The Issuer reserves the right, in its sole and absolute discretion, to terminate an offer period in respect of any proposed issue of Securities prior to the advertised end of the relevant offer period or alternatively to extend the offer period. The Issuer similarly has discretion to withdraw, cancel or modify the offer of any issue of Securities without notice to prospective investors. In the event that Securities are not issued for any reason, no application monies shall be payable by prospective investors to the Issuer (either directly or indirectly through a Selling Agent) in respect of such Securities. Application monies may be returned by cheque mailed to each applicant's address as indicated on the relevant application form, or by wire transfer to the bank account specified on the relevant application form or by any other method that the Issuer deems to be appropriate. Prospective investors should contact their Selling Agent for details of the arrangements for the return of application monies in such circumstances. The Issuer will not have any responsibility for, or liability arising out of, the relationship between prospective investors and their respective Selling Agents and clearing system operators, including, without limitation, in respect of arrangements concerning the return of monies by such persons to their clients. SCALING BACK ARRANGEMENTS It may be necessary to scale back applications under any offer of Securities. The Issuer therefore reserves the right, in its absolute discretion and following consultation with Citigroup Global Markets Limited to the extent practical in the circumstances, to decline in whole or in part an application for Securities under the offer of Securities. Accordingly, an applicant for Securities may, in certain circumstances, not be issued the number of (or any) Securities for which he has applied. Excess application monies will be returned (without interest) by cheque mailed to the relevant investor's address as indicated on the application form, or by wire transfer to the bank account as detailed on the application form or by any other method as the Issuer considers appropriate. FEES AND OTHER REMUNERATION If any Securities are to be admitted to the Irish Stock Exchange's Official List and to trading on its regulated market, the Issuer will pay listing fees to the Irish Stock Exchange in the amount specified in the Final Terms. The Issuer may pay out of the proceeds of the Securities an initial distribution fee on the Issue Date to the distributors of the Securities. Further details relating to such initial distribution fee may be set out in the applicable Final Terms. The Issuer, the Arranger and the Arranger's affiliates involved in the offering of the Securities will receive remuneration for activities and services (including the Hedging Arrangements of the Issuer) provided in connection with the Securities. Any other fees and/or remuneration applicable to a particular issue of Securities will be specified in the applicable Final Terms. POST-ISSUANCE INFORMATION Other than information that the Issuer is required to notify to Holders in accordance with the Conditions, which will be notified to Holders in accordance with the notice requirements set out in the Conditions, the Issuer does not intend to provide any post-issuance information in respect of the Securities. 29

LISTING AGENT Arthur Cox Listing Services Limited is acting solely in its capacity as listing agent for the Issuer in connection with the Securities and is not itself seeking admission to the official list of the Irish Stock Exchange or to trading on the regulated market of the Irish Stock Exchange for the purposes of the Prospectus Directive. 30

GENERAL SELLING RESTRICTIONS GENERAL Each Dealer has agreed and each further Dealer appointed under the Programme will be required to agree that it will (to the best of its knowledge and belief) comply with all applicable securities laws and regulations in force in any jurisdiction in which it purchases, offers, sells or delivers Securities or possesses or distributes this Base Prospectus and any Final Terms and any other offering material relating to the Securities and will obtain any consent, approval or permission required by it for the purchase, offer, sale or delivery by it of Securities under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers, sales or deliveries and neither the Issuer nor any other dealer shall have such responsibility. Neither the Issuer nor any Dealer represents that the Securities may at any time lawfully be sold in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to any exemption available under any such requirement, or assumes any responsibility for facilitating such sale. Subject as provided above, each Dealer will agree, unless prohibited by applicable law, either to furnish each person to whom it offers, sells or delivers Securities a copy of this Base Prospectus and any Final Terms (as then amended or supplemented) or (unless delivery of this Base Prospectus and the Final Terms is required by applicable law) inform each such person that a copy thereof (as then amended or supplemented) will be made available upon request. No Dealer is authorised to give any information or to make any representation not contained in this Base Prospectus or any Final Terms or any other information which the Issuer may provide to each Dealer. With regard to each Series of Securities, the relevant Dealers will be required to comply with such other restrictions as the Issuer and such Dealers shall agree and as shall be set out in the Final Terms. EUROPEAN ECONOMIC AREA In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of Securities to the public in that Relevant Member State, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Securities to the public in that Relevant Member State: (a) (b) If the Final Terms in relation to the Securities specify that an offer of those Securities may be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State (a Non-exempt Offer), following the date of publication of a prospectus in relation to such Securities which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, provided that any such prospectus has subsequently been completed by the final terms contemplating such Non-exempt Offer, in accordance with the Prospectus Directive, in the period beginning and ending on the dates specified in such prospectus or final terms, as applicable; at any time to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; 31

(c) (d) (e) (f) at any time to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than 43,000,000 and (3) an annual net turnover of more than 50,000,000, as shown in its last annual or consolidated accounts; or at any time to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issuer for any such offer; ; or At any time in any other circumstances falling within Article 3(2) of the Prospectus Directive, Provided that no such offer of Securities referred to in (b) to (e) above shall require the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, the expression an "offer of Securities to the public" in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State. UNITED STATES OF AMERICA The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act) and may not be offered or sold in the United States or to or for the account or benefit of U.S. persons (as defined in Regulation S under the Securities Act) except to certain persons in offshore transactions in reliance on Regulation S under the Securities Act. In addition, until the expiration of 40 days after the commencement of the issue of the Securities, an offer or sale of the Securities within the United States by any dealer (whether or not participating in the issue of the Securities) may violate the registration requirements of the Securities Act. Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree that: The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act) and may not be offered or sold in the United States or to or for the account or benefit of U.S. persons (as defined in Regulation S under the Securities Act) except to certain persons in offshore transactions in reliance on Regulation S under the Securities Act. The Securities are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 1986 and regulations thereunder. Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it will not offer, sell or deliver Securities (a) as part of their distribution at any time or (b) otherwise until 40 days after the completion of the distribution, as determined and certified by the relevant Dealer or, in the case of an issue of Securities on a syndicated basis, the relevant lead manager, of all Securities of the Tranche of which such Securities are a part, within the United States or to, or for the account or benefit of, U.S. persons. Each Dealer has further agreed, and each further Dealer appointed under the Programme will be required to agree, that it will send to each dealer to which it sells 32

any Securities during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Securities within the United States or to, or for the account or benefit of, U.S. persons. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act. Until 40 days after the commencement of the offering of any Series of Securities, an offer or sale of such Securities within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with an available exemption from registration under the Securities Act. Any issuance of Securities linked to one or more Indices shall be subject to such additional U.S. selling restrictions as the Issuer and the relevant Dealer may agree as a term of the issuance and purchase of such Securities, which additional selling restrictions shall be set out in the applicable Final Terms. IRELAND Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree that: (a) (b) (c) it will not underwrite the issue of, or place the Securities, otherwise than in conformity than with the provisions of the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3), including, without limitation, Regulations 7 and 152 thereof or any codes of conduct issued in connection therewith, and the provisions of the Investor Compensation Act 1998; it will not underwrite the issue of, or place, the Securities, otherwise than in conformity with the provisions of the Irish Central Bank Acts 1942-1999 (as amended) and any codes of conduct rules made under Section 117(1) thereof; and it will not underwrite the issue of, place or otherwise act in Ireland in respect of the Securities, otherwise than in conformity with the provisions of the Market Abuse (Directive 2003/6/EC) Regulations 2005 and any rules issued by IFSRA pursuant thereto. UNITED KINGDOM Each Dealer has represented and agreed that: (a) (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (FSMA) received by it in connection with the issue or sale of any Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Securities in, from or otherwise involving the United Kingdom. ADDITIONAL SELLING RESTRICTIONS Additional selling restrictions relating to a particular Series of Securities will be set out in the applicable Final Terms. 33

GENERAL TAXATION GENERAL Purchasers and/or sellers of Securities of any Series may be required to pay stamp taxes and/or other taxes or duties in accordance with the laws and practices of the country in which such Securities are either purchased, sold or transferred. Such taxes may be in addition to the purchase price of each Security. The Issuer will not be liable for or otherwise obliged to pay any stamp taxes, tax, duties or any other payment which may arise as a result of ownership, transfer or exercise of Securities of any Series. Potential investors should note that if any of Clearstream Banking, Frankfurt and/or the Clearing System(s) are closed for a consecutive period of more than 14 days, the Issuer shall issue replacement Securities in definitive registered form. Transfers of any such registered Securities may give rise to a charge to United Kingdom stamp duty reserve tax and/or United Kingdom stamp duty. Potential investors are advised to consult their own tax advisors as to the tax consequences of a purchase and holding of the securities under the tax laws of each relevant country, which may include the country of citizenship or incorporation or establishment, as relevant. Additional information relating to the tax consequences of transactions involving Securities of a particular Series may be set out in the applicable Final Terms. UNITED KINGDOM The following applies only to persons who are the beneficial owners of Securities and is a summary of the Issuer's understanding of current law and practice in the United Kingdom relating only to United Kingdom withholding tax treatment of payments of interest in respect of Securities. It does not deal with any other United Kingdom taxation implications of acquiring, holding or disposing of Securities. Some aspects do not apply to certain classes of person (such as dealers and persons connected with the Issuer) to whom special rules may apply. The United Kingdom tax treatment of prospective Holders depends on their individual circumstances and may be subject to change in the future. Prospective Holders who may be subject to tax in a jurisdiction other than the United Kingdom or who may be unsure as to their tax position should seek their own professional advice. Payment under Securities The following paragraphs apply to the extent the Issuer makes a payment of interest on the Securities of any Series or if the Issuer makes any other payment under such Securities which is regarded as interest for United Kingdom tax purposes. There are four situations in which the Issuer is able to make payments of interest without withholding or deduction for or on account of United Kingdom income tax: 1. The Issuer, provided that it continues to be a bank within the meaning of section 991 of the Income Tax Act 2007 (the "Act"), and provided that the interest on the Securities of any Series is paid in the ordinary course of its business within the meaning of section 878 of the Act, will be entitled to make payments of interest without withholding or deduction for or on account of United Kingdom income tax. 2. Whether or not the Issuer carries on a banking business in the United Kingdom and whether or not the interest is paid in the ordinary course of its business, payments of interest on the 34

Securities of any Series may be made without deduction of or withholding on account of United Kingdom income tax provided that the Securities continue to be listed on a "recognised stock exchange" within the meaning of section 1005 of the Act. The Irish Stock Exchange is a recognised stock exchange. The Securities will satisfy this requirement if they are officially listed in the Republic of Ireland in accordance with provisions corresponding to those generally applicable in EEA states and are admitted to trading on the Irish Stock Exchange. Under a United Kingdom HM Revenue and Customs interpretation, the Securities of any Series will satisfy this requirement if they are listed by the competent authority in Ireland and are admitted to trading by the Irish Stock Exchange. Provided, therefore, that such Securities remain so listed, interest on the Securities of any Series will be payable without withholding or deduction on account of United Kingdom tax. 3. Interest on Securities of any Series may also be paid without withholding or deduction on account of United Kingdom tax where interest on such Securities is paid by a company and, at the time the payment is made, the Issuer reasonably believes (and any person by or through whom interest on such Securities is paid reasonably believes) that the beneficial owner is within the charge to United Kingdom corporation tax as regards the payment of interest; provided that HM Revenue and Customs has not given a direction (in circumstances where it has reasonable grounds to believe that the above exemption is not available in respect of such payment of interest at the time the payment is made) that the interest should be paid under deduction of tax. 4. Interest on the Securities of any Series may also be paid without withholding or deduction on account of United Kingdom tax where the maturity of such Securities is less than 365 days. In other cases, an amount must generally be withheld from payments of interest on the Securities of any Series on account of United Kingdom income tax at the basic rate (currently 20%). However, where an applicable double tax treaty provides for a lower rate of withholding tax (or for no tax to be withheld) in relation to a holder of Securities, HM Revenue and Customs can issue a notice to the Issuer to pay interest to the holder of Securities without deduction of tax (or for interest to be paid with tax deducted at the rate provided for in the relevant double tax treaty). Information relating to interest payments Holders who are individuals may wish to note that HM Revenue and Customs has power to obtain information (including the name and address of the beneficial owner of the interest) from any person in the United Kingdom who either pays interest to or receives interest for the benefit of an individual. HM Revenue and Customs also has power to obtain information from any person in the United Kingdom who pays amounts payable on the repayment of Securities of any Series which are deeply discounted securities for the purposes of the Income Tax (Trading and Other Income) Act 2005 to or receives such amounts for the benefit of an individual, although HM Revenue and Customs published practice indicates that HM Revenue and Customs will not exercise the power referred to above to require this information where such amounts are paid on or before 5th April 2009. Such information may include the name and address of the beneficial owner of the amount payable on repayment. Any information obtained may, in certain circumstances, be exchanged by HM Revenue and Customs with the tax authorities of the jurisdiction in which the holder of a Security is resident for tax purposes. Stamp Taxes Where "Physical Settlement" is specified as the Settlement Basis in the applicable Final Terms and depending upon the rights and obligations agreed in the relevant Final Terms and the nature of the 35

relevant asset to be delivered, a charge to UK stamp duty or stamp duty reserve tax may be triggered in connection with the delivery of the relevant asset. EU SAVINGS DIRECTIVE Under EC Council Directive 2003/48/EC on the taxation of savings income, Member States are required to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other Member State. However, for a transitional period, Belgium, Luxembourg and Austria will instead be required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). A number of non-ec countries and territories, including Switzerland, have adopted similar measures. 36

TERMS AND CONDITIONS OF THE SECURITIES The following Conditions (the Conditions) shall be applicable to the Securities issued in accordance with the relevant Final Terms. Such Conditions will be incorporated by reference into the global security relating to the applicable Securities and each security issued in definitive registered form in respect of such Securities, in the latter case only if permitted by the rules of the relevant stock exchange or other relevant authority (if any) and agreed by the Issuer and any relevant Dealer at the time of issue but, if not so permitted and agreed, such definitive security will have endorsed thereon or attached thereto the following Conditions. The applicable Final Terms in relation to any Series of Securities may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the following Conditions, replace and modify the following Conditions for the purposes of such Securities. The applicable Final Terms (or the relevant provisions thereof) will be endorsed upon, or attached to, each Security issued global or definitive registered form. The italicised text in the following Conditions is for information only. If there is any inconsistency between the italicised text and the unitalicised text in the following Conditions, the unitalicised text will be binding. All references in these Conditions to "investors" shall mean each person who owns a beneficial interest in the Securities. 1. DEFINED TERMS In these Conditions, unless otherwise specified, the following defined terms have the meanings set out below. Underlying-specific defined terms are set out in Appendix 1 (Additional Provisions Applicable Where the Underlying is a Share), Appendix 2 (Additional Provisions Applicable where the Underlying is an Index) and Appendix 3 (Additional Provisions Applicable where the Underlying is a Depositary Receipt). Adjusted Repayment Amount Shall have the meaning given to it in Condition 9.3. Agent Business Day Calculation Agent Clearing System(s) Each agent appointed in respect of the Securities (other than the Calculation Agent). Each day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the financial centres specified in the applicable Final Terms, and, if "TARGET" is specified in the applicable Final Terms, each day on which the Trans-European Automated Real time Gross Settlement Express Transfer (TARGET) System is open. Citigroup Global Markets Limited, of Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, or an affiliate thereof (as specified in the applicable Final Terms). Euroclear Bank S.A./N.V., of 1 Boulevard du Roi Albert II, Brussels B-1210, Belgium and/or Clearstream Banking, 37

société anonyme, of L-2967, Luxembourg. Clearstream Banking, Frankfurt Clearstream Banking AG, of Neue Börsenstrasse 1, D-60497 Frankfurt am Main, Germany. Currency Dealer Denomination The currency of the Securities as specified in the applicable Final Terms. Citigroup Global Markets Limited, of Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB and any new dealers appointed in respect of the Programme. As specified in the applicable Final Terms. Early Repayment Amount Shall have the meaning given to it in Condition 9.2. Early Repayment Date Final Valuation Date Hedging Arrangements The date on which the Issuer designates such Securities to be due and payable in accordance with Condition 9.1(a). Shall have the meaning given to it in the Final Terms. The Final Valuation Date shall be deemed to be a Valuation Date.. The activities or transactions undertaken by the Issuer in connection with the establishment, maintenance, adjustment or termination of any position, contract or arrangement to hedge its obligations under the Securities or to mitigate its risks in issuing and maintaining the Securities. Holder See Condition 2. Interest Amount(s) See Condition 7. Issue Date Issue Price Issue Size Issuer As specified in the applicable Final Terms. As specified in the applicable Final Terms. As specified in the applicable Final Terms. Citibank International plc. Local Paying Agent Citibank International plc, of 1 North Wall Quay, Dublin 1, Ireland and Citigroup Global Markets Deutschland AG & Co KgaA of Reuterweg 16, 60323 Frankfurt, Germany. Mandatory Early Repayment Amount Mandatory Early Repayment Condition Mandatory Early Repayment Date Minimum Trading Size Shall have the meaning given to it in Condition 9.4. Shall have the meaning given to such term in the applicable Final Terms. Unless otherwise specified in the applicable Final Terms, the day which is the number of Business Days specified in the Final Terms following the Valuation Date on which the Mandatory Early Repayment Condition is satisfied. As specified in the applicable Final Terms. 38

Net Proceeds Nominal Amount As specified in the applicable Final Terms. Tranche: As specified in the applicable Final Terms. Series: As specified in the applicable Final Terms. Nominal Amount per Unit Number of Units As specified in the applicable Final Terms. Tranche: As specified in the applicable Final Terms. Series: As specified in the applicable Final Terms. Offer Period Paying Agent Principal Paying Agent Rating Rating Agency Repayment Amount Repayment Date Scheduled Closing Time Securities Series Strike Date Tranche Tranche Number As specified in the applicable Final Terms. Each Local Paying Agent and the Principal Paying Agent. Citibank N.A. of Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB. Has the meaning given to such term in the applicable Final Terms. shall mean each of Moody's Investors Service Limited (Moody's) or any successor to Moody's and Standard and Poor's Ratings Service, a division of The McGraw-Hill Companies (S&P), or any successor to S&P. Shall mean the amount determined in accordance with Condition 6. The date specified as such in the applicable Final Terms or, if that date is not a Business Day, the next following Business Day. For an Exchange or Related Exchange and a Scheduled Trading Day, the scheduled weekday closing time of such Exchange or Related Exchange on such Scheduled Trading Day, without regard to after hours or any other trading outside of the regular trading session hours. As specified in the applicable Final Terms. As specified in the applicable Final Terms. Shall have the meaning given to such term in the applicable Final Terms. Securities which are identical in all respects (including as to listing); a Tranche may be consolidated to form a single Series with any further Tranche or Tranches of Securities, such Tranches being identical in all material respects (including as to listing) except for terms such as their respective Issue Dates, interest commencement date (if any), Offer Period (if any), and/or Issue Prices. As specified in the applicable Final Terms. 39

Underlying The Indices, Shares or Depositary Receipts specified in the Final Terms. Securities may be linked to a single Underlying, or a basket comprised of a number of different Underlyings (which may include any combination of the above). Valuation Date means the date or dates specified as such in the applicable Final Terms, subject to adjustment in accordance with Condition 8.1 (Adjustments to Valuation Dates). 2. HOLDERS OF THE SECURITIES The Securities are in bearer form. Only a single global certificate (described in these Conditions as the global security) will be issued per Series. The global security will be held by Clearstream Banking, Frankfurt. Holder shall mean each person who is shown in the records of the relevant Clearing System(s) as the holder of an amount of Securities. Upon the occurrence of an exchange event (when any of Clearstream Banking, Frankfurt or its successor(s) and/or the Clearing System(s) are closed for a continuous period of more than 14 days) the Issuer will make arrangements for the Securities to be issued in definitive form. 3. TRANSFERRING THE SECURITIES 3.1 Amount of each Transfer Securities can only be transferred in multiples of the Denomination. The amount of Securities transferred shall not be less than the Minimum Trading Size. 3.2 Transfer of Securities The Securities will only be transferable in accordance with any laws that apply and the rules and procedures of the relevant Clearing System(s). 4. HOW THE SECURITIES RANK Each Security ranks equally with the other Securities of the same Series and all other unsecured and unsubordinated debt obligations of the Issuer. The Securities are unsecured and unsubordinated obligations of the Issuer. All of the Securities issued in the same Series have the same ranking so that no one Security has the right to be paid before any other Security. If the Issuer is unable to make payments or deliveries on the Securities in full on any date that such payment or delivery is due, the claims of all of the Holders (and therefore indirectly the investors) will rank equally. This means that the amount actually paid or delivered by the Issuer in these circumstances, if any, will be shared equally by all Holders (and therefore indirectly the investors) so that each Security receives its proportionate share of the amount actually paid or delivered. The Issuer's obligations to make payments or deliveries on the Securities are unsecured. Holders of secured obligations have the benefit of property that is specifically available for secured creditors if the Issuer does not pay. Because the Securities are unsecured, Holders will not be able to demand the sale of the Issuer's property to pay amounts due or to be 40

delivered in respect of the Securities without first taking other actions against the Issuer and there may not be any property available for such sale. The Issuer's obligations to make payments or deliveries on the Securities are also unsubordinated. Subordination affects the order of payment with subordinated claims being paid after unsubordinated claims. If the Issuer is unable to make payments or deliveries, the Holders' right to such payment or delivery will not rank above or below the rights of all the other unsecured creditors of the Issuer. If any assets of the Issuer are available to pay unsecured creditors (including the Holders) after a default, each unsecured creditor will be entitled to a proportionate share of these assets. All creditors will be paid before any amounts are paid to the shareholders of the Issuer. 5. PAYMENTS Payments or deliveries (as the case may be) of the Repayment Amount, any Adjusted Repayment Amount, any Early Repayment Amount, any Mandatory Early Repayment Amount and/or any Interest Amount(s) must be made on a Business Day. If a scheduled date for payment or delivery is not a Business Day, such payment or delivery will be made on the next following Business Day (unless otherwise specified in the applicable Final Terms). No interest will accrue if payment or delivery is delayed for this reason. All payments or deliveries to Holders will be made in accordance with any applicable laws and regulations and practices and conventions usual for this type of transaction. 6. AMOUNT DUE ON REPAYMENT 6.1 Repayment If the Securities have not been previously redeemed and provided that the Securities are not repayable on the Repayment Date at the Adjusted Repayment Amount in accordance with Condition 9.3 below, the Issuer will pay or deliver (as the case may be) the Repayment Amount to each Holder of a Security on (or where Condition 8.3 (Delivery Option) applies, on or as soon as practicable after) the Repayment Date. 6.2 Calculation of Repayment Amount The Repayment Amount shall mean an amount per Security determined by the Calculation Agent on the basis set out in the applicable Final Terms (unless otherwise specified in the applicable Final Terms, rounded down to the nearest two decimal places, or where such amount is denominated in Japanese Yen, rounded to the nearest whole Japanese Yen with one half of a Japanese Yen rounded upwards ). 6.3 Notice of Repayment Amount The Calculation Agent shall notify the Issuer of the Repayment Amount on, or as soon as practicable after, the Final Valuation Date, but no later than the date which is two Business Days prior to the Repayment Date. 7. INTEREST The applicable Final Terms will specify whether and in what manner the Issuer will pay interest on the Securities (any such interest payment(s) being Interest Amount(s)) and the date(s) on which such Interest Amount(s) are payable (the Interest Payment Date(s)). 41

Upon the occurrence of an Adjusted Repayment Event (as defined in Condition 9.3 below), as applicable, in respect of such Securities, any Interest Amount(s) payable on such Securities calculated by reference to the performance of the Underlying, shall cease to be payable from and including the date of the occurrence of such Adjusted Repayment Event up to and including the date of redemption of such Securities. 8. CONDITIONS RELATING TO VALUING THE UNDERLYING AND SETTLEMENT The performance of the Underlying may affect the calculation of the Repayment Amount and any Interest Amount(s) and determine whether or not the Mandatory Early Repayment Condition is satisfied (if any). If any Securities are repayable at the Early Repayment Amount or at the Adjusted Repayment Amount, one of the factors the Calculation Agent shall take into account in calculating such amounts (and as further specified in Condition 9), is the fair market value of the Securities which may also be affected by the performance or composition of the Underlying. Events which affect the composition of the Underlying or the method of determining the performance of the Underlying may occur. Also the Underlying may cease to exist or it may not be possible or practicable to determine the performance of the Underlying. In these circumstances, the Calculation Agent has the discretion to make changes to the Conditions to take account of these events without the consent of the Holders. The Calculation Agent can make these changes without taking into consideration the effect they will have on the Holders and/or the amounts that are payable or deliverable on the Securities. Investors should be aware that these changes may have a negative effect on the investments and/or the amounts payable on the Securities. 8.1 Adjustments to Valuation Dates The value of the Underlying on any Valuation Date may be used to calculate the Repayment Amount or any Mandatory Early Repayment Amount or any Interest Amount (whereas any Early Repayment Amount or Adjusted Repayment Amount will be calculated by reference to, among other things, and as further specified in Condition 9, the fair market value of the Securities). If the value of the Underlying cannot be determined because of a disruption or other event affecting the Exchange or Related Exchange, then the method of valuing the Underlying will be as described in this Condition 8.1. (a) (b) If a day which would otherwise be a Valuation Date is not a Scheduled Trading Day for any Underlying, then the relevant Valuation Date shall be the first day which is a Scheduled Trading Day following that date for all Underlyings, unless, in the opinion of the Calculation Agent, that day is a Disrupted Day for any of the Underlyings. If a day which would otherwise be a Valuation Date is a Disrupted Day for any Underlying, then: (i) in the case of Securities linked to a single Underlying, the relevant Valuation Date in respect of such Underlying shall be the earlier of: (A) (B) (C) the first succeeding Scheduled Trading Day that is not a Disrupted Day for such Underlying; either (I) the fifth or (II) the eighth Scheduled Trading Day immediately following the first Disrupted Day (as specified in the Final Terms as the "Number of Roll Days"); and the second Business Day prior to the Repayment Date; OR 42

(ii) in respect of Securities linked to more than one Underlying, where "Move in Block" is specified in the Final Terms, the relevant Valuation Date in respect of all Underlyings shall be the earlier of : (A) (B) (C) the first succeeding Scheduled Trading Day that is not a Disrupted Day for any Underlying; either (I) the fifth or (II) the eighth Scheduled Trading Day immediately following the first Disrupted Day (as specified in the Final Terms as the "Number of Roll Days"); and the second Business Day prior to the Repayment Date; OR (iii) in respect to Securities linked to more than one Underlying, where "Value What You Can" is specified in the Final Terms, the price or level (as applicable) of each Underlying not affected by such Disrupted Day shall be determined on the day which would otherwise have been the Valuation Date and the price or level (as applicable) of each Underlying affected by such Disrupted Day shall be determined independently on the earlier of: (A) (B) (C) the first succeeding Scheduled Trading Day that is not a Disrupted Day for such Underlying; either (I) the fifth or (B) the eighth Scheduled Trading Day immediately following the first Disrupted Day (as specified in the Final Terms as the "Number of Roll Days"); and the second Business Day prior to the Repayment Date. If the Valuation Date is determined in accordance with either of clauses (B) or (C) of paragraphs (b)(i), (ii) or (iii) above and that day is a Disrupted Day for an Underlying, then the Calculation Agent shall determine the price or level (as applicable) of the relevant Underlying as follows: (I) where the Underlying is a Share or a Depositary Receipt, as of the Valuation Time on that day using its good faith estimate of the value for the relevant Share or Depositary Receipt (as applicable) as of the Valuation Time on that day; and (II) where the Underlying is an Index, as of the Valuation Time on that day in accordance with the formula for and method of calculating the level of the Index last in effect prior to the occurrence of the first Disrupted Day using the Exchange traded or quoted price as of the Valuation Time on that day of each security comprised in the Index (or if an event giving rise to a Disrupted Day has occurred in respect of the relevant security on that day, its good faith estimate of the value of the relevant security as of the Valuation Time on that day). (c) The Calculation Agent shall have the discretion to determine that any day shall be the relevant Valuation Date in respect of an Underlying under these provisions notwithstanding that such day would not be a Scheduled Trading Day for such Share. 43

The Calculation Agent shall, as soon as reasonably practicable, notify the Issuer of the existence or occurrence of a Disrupted Day on any day that but for the occurrence or existence of a Disrupted Day would have been a Valuation Date and the Issuer shall as soon as practicable notify the Holders thereof in accordance with the relevant Conditions. Failure by the Calculation Agent to notify the Issuer of the occurrence of a Disrupted Day will not affect the validity of a determination of the occurrence and effect of that Disrupted Day. 8.2 Underlying specific adjustments and extraordinary events (a) (b) (c) The adjustments and extraordinary events (and certain associated definitions) set out Appendix 1 (Additional Provisions applicable where the Underlying is a Share) shall apply where the Underlying is a Share. The adjustments and extraordinary events (and certain associated definitions) set out Appendix 2 (Additional Provisions applicable where the Underlying is an Index) shall apply where the Underlying is an Index. The adjustments and extraordinary events (and certain associated definitions) set out Appendix 3 (Additional Provisions applicable where the Underlying is a Depositary Receipt) shall apply where the Underlying is a Depositary Receipt. The Calculation Agent shall make all determinations for the purposes of this Condition 8.2 in accordance with Condition 17.2(b). For the avoidance of doubt, in making any adjustment to the terms of the Securities, the Calculation Agent shall not make any adjustments or amendments to the formula used to calculate the Repayment Amount, any Mandatory Early Repayment Amount and/or any Interest Amount(s). The Calculation Agent shall notify the Issuer and each Paying Agent of any determination made by it in accordance with this Condition 8.2 and the action that it proposes to take in respect of such determination. Each Paying Agent shall notify the Holders of this information as soon as reasonably practicable and in accordance with Condition 18. 8.3 Delivery Option If "Physical Settlement" is specified as the Settlement Basis in the applicable Final Terms then the following provisions shall apply: (a) Procedure by the Holders Where the Repayment Amount is settled by physical settlement the provisions of this Condition 8.3 shall apply to the determination of the Repayment Amount. If the Securities are in definitive form, in order to obtain delivery of the Asset Amount each Holder (or a broker or custodian on behalf of such Holder) must deliver to the Issuer, any Paying Agent, or any registrar, at least 10 calendar days or such other notice period ("Period of Notice") as may be specified in the applicable Final Terms prior to the Repayment Date, the Security (including any interest coupons) and a duly completed Asset Transfer Notice substantially in the form set out in Part C (Form of Asset Transfer Notice) of the applicable Final Terms (the Asset Transfer Notice) and containing the information set out in this Condition 8.3. In the event that the Security of such Holder is represented by a global note or otherwise held in a Clearing System, 44

an Asset Transfer Notice must be delivered to the Issuer, via the Clearing System, by the 5th calendar day prior to the Repayment Date and by such method of delivery as the Clearing System shall have approved. After delivery of an Asset Transfer Notice, no transfers of the Securities specified therein represented by a global note will be effected by the Clearing System. (b) Procedure by the Issuer and others Upon receipt of a duly completed Asset Transfer Notice and, in the case of Securities in definitive form, the Security (and any interest coupons) to which such notice relates, the relevant Paying Agent, the registrar, the Issuer or the Clearing System, as the case may be, shall verify that the person specified therein as the accountholder or registered holder, as the case may be, is the Holder of the Securities referred to therein according to its books or the register, as the case may be. In the event of physical settlement, any delivery shall be in accordance with applicable securities laws. Subject as provided herein, in relation to each Security, the Asset Amount shall be delivered by the Issuer (or Citigroup Global Markets Limited acting on behalf of the Issuer) to the relevant Holder at the risk of the relevant Holder using the Delivery Method (as defined below) on or as soon as practicable after the Repayment Date. If any Asset Transfer Notice is delivered to the Issuer, the relevant Paying Agent or the registrar, as the case may be, later than close of business on the 5th calendar day prior to the Repayment Date, then the Asset Amount will be delivered as soon as practicable after the Repayment Date, at the risk of such Holder in the manner provided above. For the avoidance of doubt, such Holder shall not be entitled to any payment or other assets, whether of interest or otherwise, in the event of the delivery of the Asset Amount falling after the due date for the redemption of the Securities pursuant to the provisions of this paragraph or otherwise due to circumstances beyond the control of the Issuer. In the event of physical settlement, if any Holder fails to deliver an Asset Transfer Notice in the manner set out herein or delivers an Asset Transfer Notice on any day falling after the day that is 180 calendar days after the 5th calendar day prior to the Repayment Date or fails to pay the expenses referred to in this Condition 8.3, the Issuer shall be discharged from its obligations in respect of such Security and shall have no further obligation or liability whatsoever in respect thereof. (c) Settlement Disruption If, prior to delivery of the Asset Amount, the Issuer (or Citigroup Global Markets Limited acting on behalf of the Issuer) determines that delivery of the Asset Amount is not practicable by reason of a Settlement Disruption Event (as defined in this Condition 8.3) having occurred and continuing on the due date for delivery then that date shall be postponed to the first following Business Day in respect of which there is no such Settlement Disruption Event; provided, however, that, subject as provided below, in no event shall delivery be made later than the eighth Business Day after the originally scheduled date. If in respect of such eighth Business Day the delivery of the Asset Amount is not practicable by reason of a Settlement Disruption Event, then in lieu of physical settlement the Issuer (or Citigroup Global Markets Limited acting on behalf of the Issuer) may satisfy the Issuer's obligations in respect of the relevant Security by payment to the relevant Holder of the Disruption Cash Settlement Price 45

(as defined below) on the third Business Day following such eighth Business Day notwithstanding any other provision hereof. If the Asset Amount is delivered later than the originally scheduled due date for delivery, until delivery of the Asset Amount is made to the Holder, the Issuer or any person on behalf thereof shall continue to be the legal owner of those assets. None of the Issuer, its affiliates or Citigroup Global Markets Limited acting on behalf of the Issuer and any such other person shall (i) be under any obligation to deliver or procure delivery to such Holder or any subsequent transferee any letter, certificate, notice, circular or any other document or payment whatsoever received by that person in its capacity as the holder of such assets, (ii) be under any obligation to exercise or procure exercise of any or all rights (including voting rights) attaching to such assets until the date of delivery or (iii) be under any liability to such Holder or any subsequent transferee in respect of any loss or damage which such Holder or subsequent transferee may sustain or suffer as a result, whether directly or indirectly, of that person being the legal owner of such assets until the date of delivery. (d) Asset Transfer Notice The Asset Transfer Notice is irrevocable and must: (i) (ii) (iii) specify the information requested under the Delivery Method (as defined below); specify the number of Securities which are the subject of such notice; in the event such Securities are represented by a global note: (A) (B) specify the number of the Holder's account at the Clearing System to be debited with such Securities; and irrevocably instruct and authorise the Clearing System to debit the relevant Holder's account with such Securities on the due date for the relevant payment in respect of the Securities; (iv) (v) (vi) (vii) in the event the Securities are registered notes, irrevocably instruct and authorise the registrar to effect transfer of the relevant Securities; authorise the production of such notice in any applicable administrative or legal proceedings; and authorise the Issuer (or Citigroup Global Markets Limited acting on behalf of the Issuer) to deduct from the Asset Amount to be delivered to such Holder the expenses referred to in this Condition 8.3. failure properly to complete and deliver an Asset Transfer Notice and, in the case of Securities in definitive form, to deliver the relevant Security (including any interest coupons) may result in such notice being treated as null and void. Any determination as to whether such notice has been properly completed and delivered as provided in these Conditions shall be made by the Issuer in its sole and absolute discretion and shall be conclusive and binding on the relevant Holder. (e) Fractional Entitlement 46

If the Asset Amount due to a Holder comprises less than a multiple of a whole number of the applicable Underlying, then (a) the Issuer (or Citigroup Global Markets Limited acting on behalf of the Issuer) shall not deliver and the relevant Holder shall not be entitled to receive in respect of its Securities that fraction of an asset which is less than a whole number (the Fractional Entitlement) and (b) the Issuer (or Citigroup Global Markets Limited acting on behalf of the Issuer) shall pay to the relevant Holder a cash amount (to be paid at the same time as delivery of the Asset Amount) equal to the value (as determined by the Calculation Agent) of such fraction of the applicable Underlying. (f) Costs and expenses (i) The costs and expenses of effecting any delivery of the Asset Amount (except for the expenses of delivery by uninsured regular mail (if any) which shall be borne by the Issuer or Citigroup Global Markets Limited acting on behalf of the Issuer) including the payment of a sum sufficient to cover any transfer or other tax or other governmental charge that may be imposed when effecting any delivery of the Asset Amount, shall be borne by the Holder and shall, at the option of each Holder, either be: (A) (B) paid to the Issuer (or Citigroup Global Markets Limited acting on behalf of the Issuer) by such Holder prior to the delivery of the Asset Amount (and, for the avoidance of doubt, the Issuer (or Citigroup Global Markets Limited acting on behalf of the Issuer) shall not be required to deliver any Asset Amount to such Holder until it has received such payment); or be deducted by the Issuer (or Citigroup Global Markets Limited acting on behalf of the Issuer) from the payment amount owing to such Holder, in accordance with this Condition 8.3. (ii) If there is not a cash amount owing to a Holder sufficient to cover the Issuer's costs, expenses and deductions (or Citigroup Global Markets Limited's costs, expenses and deductions where it is acting on behalf of the Issuer) referred to in this Condition 8.3 in respect of such Holder's Note (the Delivery Expenses), the Issuer (or Citigroup Global Markets Limited acting on behalf of the Issuer) may convert such amount of the Asset Amount into cash sufficient to cover the Delivery Expenses in respect of such Security from which the Issuer (or Citigroup Global Markets Limited acting on behalf of the Issuer) shall deduct such Delivery Expenses. Each Security will then be redeemed or, as the case may be, the Issuer's obligation to make any other payment in respect of each Security will be satisfied, by delivery by the Issuer (or Citigroup Global Markets Limited acting on behalf of the Issuer) of the remaining Asset Amount in respect of such Security and, if applicable, payment of a cash amount in respect of any Fractional Entitlement arising, together with any other amounts to which such Holder is entitled upon redemption of or, as the case may be, in respect of such other payment relating to such Security. (g) Neither the Issuer (or Citigroup Global Markets Limited acting on behalf of the Issuer) its affiliates nor any other person shall be under any obligation to register or procure the registration of any Holder or any other person as the registered holder of any of the assets to be delivered in the register of members of any company whose shares form part of the Asset Amount. Neither the Issuer (or Citigroup Global Markets Limited acting on behalf of the 47

Issuer) its affiliates nor any other person shall be obliged to account to any Holder for any entitlement received or receivable in respect of any assets to be delivered if the date on which such are first traded ex such entitlement is on or prior to the date of delivery. The Calculation Agent shall determine the date on which such assets are so first traded ex any such entitlement. (h) Definitions and interpretation Asset Amount means in respect of each Security, the number of units of the applicable Underlying as is specified in, and determined in accordance with, the provisions of the applicable Final Terms. Delivery Method means, unless otherwise specified in the applicable Final Terms, in respect of an Asset Transfer Notice, delivery of the Asset Amount(s) to the Clearing System account (or such other account with any local clearing system as may be applicable) specified by the relevant Holder in such Asset Transfer Notice. Disruption Cash Settlement Price means, unless otherwise specified in the Final Terms, in respect of each Security then outstanding, an amount equal to the fair market value of the Asset Amount as determined by the Calculation Agent in its sole and absolute discretion. Settlement Disruption Event means an event beyond the control of the Issuer (or Citigroup Global Markets Limited acting on behalf of the Issuer) as a result of which the Issuer (or Citigroup Global Markets Limited acting on behalf of the Issuer) cannot make delivery of the Asset Amount(s) (and, if applicable, any payments in respect of the Security to which such delivery relates) by the Delivery Method and shall include, for the avoidance of any doubt, any restrictions on delivery or transfer or any other relevant provisions of the terms of the relevant Underlying to be delivered. 9. REPAYMENT BEFORE THE REPAYMENT DATE OR AT AN AMOUNT OTHER THAN THE REPAYMENT AMOUNT 9.1 Early Repayment and Adjusted Repayment Subject to the occurrence of a Mandatory Early Repayment Date pursuant to Condition 9.4, the Securities will be repaid on the Repayment Date at the Repayment Amount, unless one of the following events occurs: (a) Illegality and Force Majeure If, in the Issuer's opinion, it is no longer lawful to issue the Securities or there is any reason why the Issuer cannot, for reasons beyond its control, continue to maintain the Securities or make the payments or deliveries that are scheduled to be made on any repayment date under their Conditions then the Issuer may cancel the Securities and repay to each Holder an amount equal to the fair market value of the Securities (before any illegality or force majeure occurred) less any costs incurred by the Issuer (including those for unwinding its Hedging Arrangements). When such amount has been paid, the Securities will be cancelled automatically and no other amount will be payable or deliverable by the Issuer in respect of the Securities. For the avoidance of doubt, the circumstances constituting an illegality or force majeure under this Condition 9.1(a) shall not include circumstances where any of the Issuer's Hedging Arrangements have failed adequately to hedge its obligations or where the cost of such Hedging Arrangements may have increased or where the maintenance of such Hedging Arrangements has become inconvenient. 48

Any cancellation of the Securities under this Condition 9.1(a) shall be effected in accordance with Condition 9.2. (b) Disruption Event A Disruption Event occurs in respect of which the Issuer elects to redeem the Securities in accordance with Condition 13.2. (c) Purchase If the Issuer purchases Securities pursuant to Condition 10.1. (d) Index Adjustment Event Where the Underlying is an Index, an Index Adjustment Event occurs and as a consequence of Appendix 2, Clause 1.1 (Adjustments) the Securities are to be redeemed. Any redemption of the Securities under this Condition 9.1(d) shall be effected in accordance with Appendix 2, Clause 1.1. 9.2 Early Repayment Amount If Condition 9.1(a) above applies (Illegality and Force Majeure) and the Issuer elects to cancel the Securities in accordance with Condition 9.1(a), the Issuer will pay to each Holder of a Security the Early Repayment Amount on the Early Repayment Date. The Early Repayment Amount per Security will be an amount in the Currency of the Securities determined by the Calculation Agent in accordance with Condition 9.1(a). Details of the Early Repayment Amount shall be given promptly to Holders (and in any event not later than five Business Days following determination of the occurrence of such Illegality or Force Majeure) in accordance with Condition 18. 9.3 Adjusted Repayment Amount If Condition 9.1(b) or 9.1(d) above applies, (each of such Index Adjustment Event and Disruption Event, an Adjusted Repayment Event) the Issuer shall repay each Security on the Repayment Date at an amount (the Adjusted Repayment Amount) determined by the Calculation Agent on the basis of the following provisions (such calculation rounded down to the nearest two decimal places) (unless otherwise specified in the applicable Final Terms, such calculation rounded down to the nearest two decimal places, or where such amount is denominated in Japanese Yen, rounded to the nearest whole Japanese Yen with one half of a Japanese Yen rounded upwards ): (a) (b) the fair market value of a Security on the date of the occurrence of the Adjustment Repayment Event less the cost to the Issuer and/or its affiliates of unwinding the Issuer's Hedging Arrangements; and interest on the amount in subparagraph (a) above calculated at the per annum rate and basis convention, as determined by the Calculation Agent in its sole and absolute discretion, as at the date of the Adjustment Repayment Event for the period from and including the date of such Adjustment Repayment Event to but excluding the Repayment Date, 49

provided that in the case of any Securities specified in the Final Terms as "Principal Protected Securities", in no case shall the Adjusted Repayment Amount per Security be less than the Denomination of such Security. Following the occurrence of an Adjustment Repayment Event, the Issuer will only be obliged to pay the amounts detailed in (a) and (b) above, or, if applicable, any Early Repayment Amount, and shall not be liable for payment or delivery of the Repayment Amount, any Mandatory Early Repayment Amount, any Interest Amount or other payments or deliveries in respect of the Securities. Notice of the occurrence of such Adjustment Repayment Event and the amount of the Adjusted Repayment Amount shall be given promptly to Holders (and in any event not later than five Business Days following determination of the occurrence of such Adjusted Repayment Event) in accordance with Condition 18. 9.4 Mandatory Early Repayment If specified in the Final Terms, the Issuer will repay each Security on the applicable Mandatory Early Repayment Date at the applicable Mandatory Early Repayment Amount if the Mandatory Early Repayment Condition is satisfied. Upon payment of the applicable Mandatory Early Repayment Amount, the Issuer will have no further obligations in respect of the Securities. The Issuer shall as soon as practicable, but in any event not later than the second Business Day prior to the Mandatory Early Repayment Date on which the Securities are to be repaid, notify each Paying Agent and the Holders upon the Securities becoming subject to repayment in accordance with this Condition 9.4. The applicable Mandatory Early Repayment Amount will be determined by the Calculation Agent in the manner specified in the applicable Final Terms (unless otherwise specified in the applicable Final Terms, rounded down to the nearest two decimal places, or where such amount is denominated in Japanese Yen, rounded to the nearest whole Japanese Yen with one half of a Japanese Yen rounded upwards ). 10. PURCHASES AND ADDITIONAL ISSUES BY THE ISSUER 10.1 Purchases The Issuer, its affiliates and its subsidiaries may buy back any of the Securities in the open market. If the Issuer or any of its affiliates or subsidiaries buys back any of the Securities in the open market, then the Issuer, its affiliates or its subsidiaries (as relevant) may hold, resell or cancel such Securities. The liquidity and/or the price or value of the Securities may be affected if the Issuer buys its own Securities. 10.2 Issuing Additional Securities The Issuer may from time to time issue additional securities, which will be part of the same Series as the Securities already issued. The Issuer can issue such additional Securities without the consent of any Holder. The liquidity and/or price or value of the Securities may be affected if the Issuer issues additional securities. 50

11. EXPIRY OF CLAIMS FOR PAYMENTS AND DELIVERIES Claims for payment of principal amounts (including any Repayment Amount, Adjusted Repayment Amount, Mandatory Early Repayment Amount or Early Repayment Amount) on the Securities will expire ten years after the date that payment is due. Claims for payment of any Interest Amounts on the Securities will expire five years after the date that payment is due. No payment will be made after the applicable expiry date. Where Condition 8.3 (Delivery Option) applies, if any Holder fails to deliver an Asset Transfer Notice on or prior to the day that is 180 calendar days after the 5th calendar day prior to the Repayment Date or fails to pay the expenses referred to in such Clause 1.4 or Clause 1.5 (as applicable), the Issuer shall be discharged from its obligations in respect of such Security and shall have no further obligation or liability whatsoever in respect thereof. 12. TAXATION AND EXPENSES Each investor is responsible for paying all taxes and expenses relating to its ownership or transfer of any Securities. If the Issuer is required by law to deduct any amount from a payment to a Holder, the amount payable to that Holder will be the net amount after such deduction and the Issuer will not have any obligation to pay any additional amount to that Holder to make up the deducted amount. The Issuer is not responsible for and has no obligation to pay any tax, duty, withholding or similar payment which may arise from any Holders ownership or transfer of any Securities. If the Issuer is required to or does in fact pay any such amount on behalf of a Holder, then the Issuer can either reclaim the money from such Holder or hold back amounts due to such Holder until that amount has been recovered by the Issuer. 13. DISRUPTIONS 13.1 Disruption Event The Issuer may from time to time enter into Hedging Arrangements. A Disruption Event shall occur if the Issuer determines that it has become impossible to make use of its Hedging Arrangements. In deciding whether or not a Disruption Event has occurred, the Issuer may consider the following factors: (a) (b) (c) a change in applicable law in any relevant jurisdiction or interpretation of any such relevant law; a decline in the number of appropriate third parties with whom to contract or with whom to contract on reasonable terms; or a material lack of liquidity in the market for any shares, options, instruments or other assets typically used for offsetting risk. 13.2 Consequences of a Disruption Event If the Issuer determines that a Disruption Event has occurred, then the Holders will be given notice in accordance with Condition 18. The Issuer will then have the right to take any of the following actions: (a) repay the Securities in accordance with Condition 9.2; or 51

(b) make any change to the Conditions that the Issuer considers appropriate to mitigate the effect of the Disruption Event while maintaining the theoretical economic value of the Securities, subject to Condition 15. 14. CALCULATIONS The Calculation Agent shall make all determinations and perform all calculations in respect of the Securities, including any rounding, unless otherwise indicated. All calculations made by the Calculation Agent are final and binding and the Holders cannot object to such calculations, unless a calculation is a manifest error. A manifest error is an error which is obvious from the face of the calculation and includes, for example, a typographical error, such as an incorrect number within a calculation. 15. AMENDMENTS TO THE CONDITIONS The Issuer may amend these Conditions, without the consent of the Holders, if such change: (a) (b) (c) is of a formal, minor or technical nature; or is made to correct a manifest error; or does not, in the Issuer's reasonable opinion, have a material negative effect on the Holders' interests and (if the Securities are rated) each applicable Rating Agency has confirmed that such change would not result in an adverse change to the credit rating assigned by such Rating Agency to the Securities. The Issuer shall give notice to the Holders of any changes to the Conditions, in accordance with Condition 18. The changes will still be valid if the Issuer fails to give a notice in accordance with Condition 18. Condition 15 allows the Issuer to change the Conditions if the change does not have a negative effect on the Holders. A manifest error includes an error which is obvious from the face of the document and includes, for example, a typographical error. 16. SUBSTITUTION OF ISSUER OR CHANGE OF REGISTERED OFFICE 16.1 New Issuer (a) The Issuer may at any time, without the consent of the Holders, replace itself with a new company (the New Issuer) if all of the following conditions are met: (i) (ii) (iii) (iv) the Issuer gives notice of the replacement to the Holders in accordance with Condition 18 at least 30 days before the proposed date for the replacement; the Issuer has made all payments and deliveries on the Securities when due and payable; all steps have been taken to ensure that the Securities are legal obligations of the New Issuer; each exchange on which the Securities are listed has confirmed that the Securities will continue to be listed following the proposed replacement by the New Issuer; 52

(v) (vi) (vii) each applicable Rating Agency has confirmed that the Securities will have the same rating after the proposed replacement by the New Issuer becomes effective; if necessary, the New Issuer has appointed a process agent as its agent in England to receive service of process on its behalf in respect of any legal proceedings arising out of or in connection with the Securities; and at the time of such replacement, the Issuer is not required to withhold or deduct on account of tax any amount due to a Holder. If the Issuer is replaced by a New Issuer, the Securities will no longer be obligations of the Issuer and Holders will not be able to demand payment or delivery from the Issuer. Only the New Issuer will be responsible for payment or delivery. (b) Each New Issuer may, without the consent of any Holder, implement a further substitution if it complies with Condition 16.1(a). 16.2 Change of Registered Office The Issuer may, upon giving notice to the Holders in accordance with Condition 18, change the office through which it is acting in respect of the Securities. The notice of a change in office must specify the when such change will take effect. 17. AGENTS 17.1 Principal Paying Agent and Local Paying Agent The Issuer may end the appointment of any Local Paying Agent and appoint a replacement. The Issuer may not end the appointment of the Principal Paying Agent without first having appointed a replacement. Notice of any change in the Principal Paying Agent or any other Paying Agent will be given to the Holders in accordance with Condition 18. If the Securities are listed on an exchange or are publicly offered, there will always be a local paying agent in the countries required by that exchange or the country where the Securities are publicly offered. Calculations made by the Paying Agents are final and binding, unless there is a manifest error. A manifest error is an error which is obvious from the face of a calculation and includes, for example, a typographical error, such as an incorrect number within a calculation. 17.2 Calculation Agent (a) (b) The Issuer may end the appointment of any Calculation Agent and appoint a replacement. Notice of any change of the Calculation Agent will be given to the Holders in accordance with Condition 18. Whenever any matter falls to be determined, considered or otherwise decided upon by the Issuer, the Calculation Agent or any other person (including where a matter is to be decided by reference to the opinion of the Issuer, the Calculation Agent or such other person), unless otherwise stated, such matter shall be determined, considered or otherwise decided upon by the Issuer, the Calculation Agent or such other person (as the case may be) in good faith and in a commercially reasonable manner. 53

The Calculation Agent shall not act as agent or trustee for the Holders. All quotations and determinations given or made by the Calculation Agent in respect of the Securities shall (save in the case of manifest error) be final and binding on the Issuer, the Agents and the Holders. None of the Issuer, the Agents or the Calculation Agent shall have any responsibility to any person for any errors or omissions in (a) the calculation by the Calculation Agent of any amount due in respect of the Securities or (b) any determination made by the Calculation Agent. (c) The Calculation Agent may, with the consent of the Issuer, delegate any of its responsibilities to an affiliated third party. 17.3 Agents' Duties The Paying Agents and the Calculation Agent act for the Issuer. The Paying Agents and the Calculation Agent shall have no duties or responsibilities to the Holders. 18. NOTICES Notices to Holders will be valid if delivered to the Clearing System(s) and/or published in a daily newspaper of general circulation in the relevant country of issue. Each notice is deemed to be delivered to the Holders the day after such notice is delivered to the Clearing System(s) or published in the daily newspaper. If the Securities are listed on a stock exchange, notices will also be published in accordance with the rules of that stock exchange. For Securities listed on the Irish Stock Exchange, notices will be published on the website of the Irish Stock Exchange (www.ise.ie). 19. MEETINGS OF HOLDERS There will be no meetings of Holders. 20. GOVERNING LAW AND JURISDICTION 20.1 Governing Law The Securities, and any non-contractual obligations arising out of or in connection with the Securities, will be governed by and construed in accordance with English law. 20.2 Jurisdiction The Issuer irrevocably agrees for the benefit of the Holders, that the courts of England have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Securities (including any non-contractual obligations arising out of or in connection with the Securities) and accordingly submits to the exclusive jurisdiction of the English courts. A Holder may take any suit, action or proceeding (together referred to as Proceedings) arising out of or in connection with the Securities (including any Proceedings relating to noncontractual obligations arising out of or in connection with the Securities) against the Issuer in any other court of competent jurisdiction and concurrent Proceedings in any number of jurisdictions. 54

21. RIGHTS OF THIRD PARTIES No person has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any Condition. This does not affect any right or remedy available to a third party apart from under that Act. 55

APPENDIX 1 1. ADDITIONAL PROVISIONS APPLICABLE WHERE THE UNDERLYING IS A SHARE 1.1 Adjustments and extraordinary events (i) Adjustment Events If any Adjustment Event occurs, then the Calculation Agent shall (i) make the corresponding adjustment(s), if any, to the terms of the Securities as the Calculation Agent determines necessary or appropriate to account for the effect of such adjustment (including, but not limited to, a Share Substitution if specified as being applicable in the applicable Final Terms) and (ii) determine the effective date(s) of the adjustment(s) to the Securities. No adjustment shall be made to the Repayment Date of the Securities and the Securities shall not be subject to early repayment as a result of such Adjustment Event. The Calculation Agent may (but need not) determine necessary or appropriate adjustment(s) by reference to the adjustment(s) in respect of such Adjustment Event made by any Related Exchange to futures contracts or options contracts on the relevant Shares traded on such Related Exchange. The Calculation Agent shall make all adjustments arising from an Adjustment Event in such a way as to ensure that (except in the case of a Share Substitution) the direct economic link between the value of the Shares and the value of the Securities is preserved. (j) Correction of Share Prices In the event that any price published by or on behalf of the Exchange or Related Exchange and which is utilised for any calculation or determination made in respect of the Securities is subsequently corrected and the correction is published by the Exchange or Related Exchange within two Business Days after the original publication (and at least two Business Days prior to the relevant date on which a payment is scheduled to be made), either the Calculation Agent or the Issuer may notify the other respective party of that correction and the Calculation Agent will determine the amount that is payable or deliverable as a result of the correction and, to the extent necessary, will adjust the terms of the Securities to account for such correction. (k) Definitions Adjustment Event shall mean, in respect of any Share, as determined by the Calculation Agent, an Illegality, Delisting, Merger Event, Nationalisation, Insolvency, Tender Offer or Potential Adjustment Event. Delisting shall mean, in respect of any Share, that the relevant Exchange announces that pursuant to the rules of such Exchange, such Share ceases (or will cease) to be listed, traded or publicly quoted on such Exchange for any reason (other than a Merger Event or Tender Offer) and are not immediately re-listed, re-traded or requoted on an exchange or quotation system located in the same country as the Exchange (or, where the Exchange is within the European Union, in any member state of the European Union) or another exchange or quotation system that is deemed acceptable by the Calculation Agent located in another country (that is deemed acceptable by the Calculation Agent). 56

Extraordinary Dividend shall mean an amount per Share, as determined by the Calculation Agent. The characterization of a dividend or a portion of a dividend as an Extraordinary Dividend shall be determined by the Calculation Agent. Illegality shall mean a determination by the Calculation Agent that the performance of the Issuer's obligations under the Securities or that any of the Issuer's Hedging Arrangements has or will become unlawful, illegal, or otherwise prohibited in whole or in part as a result of compliance with or the interpretation of any applicable present or future law, rule, regulation, judgment, order or directive of any governmental, administrative, legislative or judicial authority or power. Insolvency shall mean, in respect of any Share, a determination by the Calculation Agent that by reason of the voluntary or involuntary liquidation, bankruptcy, insolvency, dissolution or winding-up of the relevant Share Company or any analogous proceeding affecting such Shares (i) such Share is required to be transferred to a trustee, liquidator or other similar official or (ii) a holder of such Share becomes legally prohibited from transferring such Share. Merger Date shall mean the closing date of a Merger Event or, where a closing date cannot be determined under the local law applicable to such Merger Event, such other date as determined by the Calculation Agent. Merger Event shall mean, in relation to any Share, any: (a) (b) (c) (d) reclassification or change of such Share which results in a transfer of or an irrevocable commitment to transfer such Share outstanding to another entity or person; or consolidation, amalgamation, merger or binding share exchange of the relevant Share Company with or into another entity (other than a consolidation, amalgamation, merger or binding share exchange in which the relevant Share Company is the continuing entity and which does not result in a reclassification or change of all such Shares outstanding); or takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person to purchase or otherwise obtain 100 per cent. of the outstanding Shares for the relevant Share Company which results in a transfer of or an irrevocable commitment to transfer all such Shares (other than such Shares owned or controlled by such other entity or person); or consolidation, amalgamation, merger or binding share exchange of the relevant Share Company or its subsidiaries with or into another entity in which such Share Company is the continuing entity and which does not result in the reclassification or change of all such Shares outstanding but results in the outstanding Shares (other than Shares owned or controlled by such other entity) immediately prior to such event collectively representing less than 50 per cent. of the outstanding Shares immediately following such event, in each case if the Merger Date is on or before the Repayment Date. Nationalisation shall mean, in respect of a Share Company, a determination by the Calculation Agent that all the Shares or all the assets or substantially all the assets of such Share Company are nationalised, expropriated or are otherwise required to be transferred to any governmental agency, authority, entity or instrumentality thereof. 57

Potential Adjustment Event shall mean, in respect of any Share: (a) (b) (c) (d) (e) (f) (g) a subdivision, consolidation or reclassification of such relevant Share (unless resulting in a Merger Event) or a free distribution or dividend of any Share to existing holders by way of bonus, capitalisation or similar issue; or a distribution, issue or dividend to existing holders of the relevant Shares of (i) such Share, or (ii) other share capital or securities granting the right to payment of dividends and/or the proceeds of liquidation of such Share Company equally or proportionately with such payments to holders of its Shares, or (iii) share capital or other securities of another issuer acquired or owned (directly or indirectly) by such Share Company as a result of a spin-off or other similar transaction, or (iv) any other type of securities, rights or warrants or other assets, in any case for payment (cash or other consideration) at less than the prevailing market price as determined by the Calculation Agent; or an Extraordinary Dividend; or a call by such Share Company in respect of its Shares which are not fully paid; or a repurchase by the Share Company or any of its subsidiaries of its Shares whether out of profits or capital and whether the consideration for such repurchase is cash, securities or otherwise; or in respect of such Share Company an event that results in any shareholder rights being distributed or becoming separated from shares of common stock or other shares of the capital stock of such Share Company pursuant to a shareholder rights plan or arrangement directed against hostile takeovers that provides upon the occurrence of certain events for a distribution of preferred stock, warrants, debt instruments or stock rights at a price below their market value, as determined by the Calculation Agent, provided that any adjustment effected as a result of such an event may, in the sole and absolute discretion of the Calculation Agent, be readjusted upon any redemption of such rights; or any other event that may have, in the opinion of the Calculation Agent, a diluting or concentrative effect on the theoretical value of the relevant Shares. Tender Offer shall mean, in respect of any Share, a takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person that results in such entity or person purchasing, or otherwise obtaining or having the right to obtain, by conversion or other means, greater than 10 per cent. and less than 100 per cent. of the outstanding voting shares of the relevant Share Company, as determined by the Calculation Agent, based on the making of filings with governmental or self-regulatory agencies or such other information as the Calculation Agent deems relevant. 58

1.2 Definitions for Valuation of the Underlying As used in these Conditions: Disrupted Day means, in respect of any Share, any Scheduled Trading Day on which either (i) the relevant Exchange or any relevant Related Exchange fails to open for trading during its regular trading session; or (ii) on which a Market Disruption Event has occurred. Exchange means, where the Underlying is a Share, each exchange specified in respect of such Share, under the heading "Exchange' in the applicable Final Terms or any successor to such exchange or quotation system or any substitute exchange or quotation system to which trading in such Shares has temporarily relocated (provided that the Calculation Agent has determined that there is comparable liquidity relative to such Share on such temporary substitute exchange or quotation system as on the original Exchange). Exchange Business Day means, where the Underlying is a Share, any Scheduled Trading Day on which the relevant Exchange and each Related Exchange in respect of the applicable Shares are open for trading during their respective regular trading sessions, notwithstanding any such Exchange or Related Exchange closing prior to its Scheduled Closing Time. Market Disruption Event shall mean, in respect of any Share, the occurrence or existence of any of the following, which the Calculation Agent determines is material: (1) the occurrence or existence at any time during the one hour period which ends at the relevant Valuation Time of any suspension of or limitation imposed (whether by reason of movements in price exceeding permitted limits or otherwise) on the trading on the relevant Exchange of the Share; or (2) the occurrence or existence at any time during the one hour period which ends at the relevant Valuation Time of any suspension of or limitation imposed (whether by reason of movements in price exceeding permitted limits or otherwise) on the trading on any Related Exchange of futures contracts or options contracts relating to such Share; or (3) the occurrence or existence at any time during the one hour period which ends at the relevant Valuation Time of any other event (other than an event described in subparagraph (5) or sub-paragraph (6) of this definition) which disrupts or impairs the ability of market participants in general (on the relevant Exchange of the Share) to effect transactions in or to obtain markets values for such Share; or (4) the occurrence or existence at any time during the one hour period which ends at the relevant Valuation Time of any other event (other than an event described in sub-paragraph (5) or sub-paragraph (6) of this definition) which disrupts or impairs the ability of market participants in general (on any Related Exchange) to effect transactions in or to obtain markets values for any futures contracts or options contracts relating to such Share; or (5) the closure on any Exchange Business Day of the relevant Exchange of the Share prior to its Scheduled Closing Time (unless such earlier closing time is announced by such Exchange at least one hour prior to the earlier of (a) the actual closing time for the regular trading session on such Exchange on such Exchange Business Day; and 59

(b) the deadline for the submission of orders to be entered into such Exchange system for execution at the Valuation Time on such Exchange Business Day); or (6) the closure on any Exchange Business Day of any Related Exchange in respect of futures contracts or options contracts relating to such Share prior to its Scheduled Closing Time (unless such earlier closing time is announced by such Related Exchange at least one hour prior to the earlier of (a) the actual closing time for the regular trading session on such Related Exchange on such Exchange Business Day; and (b) the deadline for the submission of orders to be entered into such Related Exchange system for execution at the Valuation Time on such Exchange Business Day). Official Closing Price means, where the Underlying is a Share, for any day the closing price of such Share, as published by or on behalf of the relevant Exchange. Reference Index, means in respect of each Underlying that is a Share which is subject to a Share Substitution, an index, as selected by the Calculation Agent, (a) in respect of which the relevant Share, is, or has been at some time during the immediately preceding six months, a component and (b) which has (in the opinion of the Calculation Agent) actively traded futures contracts in respect of such index. If more than one index falls within (a) and (b), then the Calculation Agent shall select the Reference Index in its sole and absolute discretion. If no index can be selected pursuant to (a) and (b), then the Calculation Agent shall select the Reference Index in its sole and absolute discretion. Related Exchange shall mean, in respect of each Underlying, the exchange or quotation system specified as the "Related Exchange" in the applicable Final Terms, any successor to such exchange or quotation system or any substitute exchange or quotation system to which trading in futures or options contracts relating to such Underlying has temporarily relocated (provided that the Calculation Agent has determined that there is comparable liquidity relative to the futures or options contracts relating to such Underlying on such temporary substitute exchange or quotation system as on the original Related Exchange). Where "All Exchanges" is specified as the Related Exchange in respect of an Underlying, then "Related Exchange" shall mean each exchange or quotation system where trading has a material effect (as determined by the Calculation Agent) on the overall market for futures or options contracts relating to such Underlying. Scheduled Trading Day, means in respect of an Underlying that is a Share, any day on which each Exchange and each Related exchange in respect of such Share are scheduled to be open for trading for their respective regular trading sessions. Shares has the meaning given to such term in the applicable Final Terms. Share Company has the meaning given to such term in the applicable Final Terms. Share Substitution means, in respect of each Underlying that is a Share, the selection by the Calculation Agent in its sole and absolute discretion of a new underlying share belonging to the relevant Reference Index (such new Share will be deemed to be a Share in place of the Share which has been replaced by the Calculation Agent). Strike Level shall have the meaning given to such term in the applicable Final Terms. 60

Underlying Closing Level, means unless otherwise specified in the applicable Final Terms, where the Underlying is a Share, the Official Closing Price of such Share on such day. Underlying Level, means where the Underlying is a Share, at any particular time on a particular day, the price of such Share at such time on such day during the regular trading session on its Exchange. Valuation Time shall mean, in respect of any Share, unless otherwise specified in the applicable Final Terms, the Scheduled Closing Time on the relevant Exchange on a Valuation Date. If any Exchange is closed prior to its Scheduled Closing Time, then the Valuation Time shall be the actual closing time of such Exchange. The value of the Underlying on any Valuation Date may be used to calculate the Repayment Amount, any Mandatory Early Repayment Amount and/or any Interest Amount. If the value of the Underlying cannot be determined because of a disruption or other event affecting the Exchange or Related Exchange, the method of valuing the Underlying will be as described in this Appendix 1. 61

APPENDIX 2 1. ADDITIONAL PROVISIONS APPLICABLE WHERE THE UNDERLYING IS AN INDEX 1.1 Adjustments and extraordinary events (a) Replacement of an Index If a relevant Index: (i) (ii) is not calculated and announced by the relevant Index Sponsor but is calculated and announced by a successor to the Index Sponsor (the Successor Index Sponsor) acceptable to the Calculation Agent; or is replaced by a successor index using, in the determination of the Calculation Agent, the same or a substantially similar formula for and method of calculation as used in the calculation of the Index, then, in each case, that index (the Successor Index) will be deemed to be the Index and the Calculation Agent shall make the corresponding adjustment(s), if any, to the terms of the Securities as the Calculation Agent determines necessary or appropriate to account for the effect of such replacement. (b) Modification or cancellation of an Index If, in respect of a relevant Index: (i) (ii) (iii) on or prior to any Valuation Date or any other relevant date, the relevant Index Sponsor announces that it will make a material change in the formula for or the method of calculating the relevant Index or in any other way materially modifies the relevant Index (other than a modification prescribed in that formula or method to maintain the relevant Index in the event of changes in constituent stock and capitalisation and other routine events) (an Index Modification); or on or prior to any Valuation Date or any other relevant date, the relevant Index Sponsor at any time permanently cancels the Index and no Successor Index exists (an Index Cancellation); or on any Valuation Date or any other relevant date, the relevant Index Sponsor fails to calculate and announce the relevant Index, (an Index Disruption and, together with an Index Modification and an Index Cancellation, each an Index Adjustment Event): then, the Calculation Agent shall, in its sole and absolute discretion, determine if the Index Adjustment Event has a material effect on the Securities and, if so, either: (A) the Calculation Agent shall calculate the Official Closing Level using, in lieu of a published level for the relevant Index, the level for the Index as at the Valuation Time on the Valuation Date or, if Intra- Day Observation is specified as applicable in the Final Terms, the 62

official intra-day level at a particular time on any Valuation Date or other relevant date), in each case, as determined by the Calculation Agent in accordance with the formula for and method of calculating the relevant Index last in effect prior to that change, failure or cancellation but using only those securities, commodities or other assets or instruments that comprised the Index immediately prior to that Index Adjustment Event (other than those securities, commodities or other assets or instruments that have since ceased to be listed on any relevant Exchange); or (B) (C) the Calculation Agent shall substitute the relevant Index with a replacement index using, in the determination of the Calculation Agent, the same or a substantially similar formula for and method of calculation as used in the calculation of the Index; or if the Calculation Agent is unable to determine an appropriate adjustment pursuant to (A) and (B) above, then the provisions of Condition 9.1 shall apply. (c) Correction of the level of an Index If the level of an Index in relation to any Valuation Date or any other relevant date used or to be used by the Calculation Agent to determine any payment under the Securities is subsequently corrected and such correction is published by the relevant Index Sponsor no later than the second Business Day prior to the relevant date on which such payment is scheduled to be made and in any such case the Calculation Agent has notified the Issuer within that time, then the level of the Index for that Valuation Date shall be the level of that Index as so corrected. 1.2 Definitions for Valuation of the Underlying As used in the Conditions: Component Security means each component security contained in such Index. Disrupted Day means: (a) (b) where the relevant Index is a Single Exchange Index, any Scheduled Trading Day on which either (1) the relevant Index Sponsor fails to publish the level of such Index; or (2) a relevant Exchange or any Related Exchange fails to open for trading during its regular trading session or (3) a Market Disruption Event has occurred; or where the relevant Index is a Multiple Exchange Index, any Scheduled Trading Day on which: either: (1) the relevant Index Sponsor fails to publish the level of the Index; or (2) any Related Exchange fails to open for trading during its regular trading session; or (3) a Market Disruption Event has occurred. Exchange means, where the Underlying is an Index: (c) where the relevant Index is specified to be a "Single Exchange Index" in the applicable Final Terms: (i) the exchange or quotation system specified as such in respect of the Index in the applicable Final Terms or any successor to such exchange 63

or any substitute exchange or quotation system to which trading in the securities constituting the Index has temporarily relocated (provided that the Calculation Agent has determined that there is comparable liquidity relative to the securities constituting the Index on such temporary substitute exchange or quotation system as on the original Exchange); or (ii) where "Principal Exchanges" is specified as the Exchange in respect of an Index in the applicable Final Terms, then "Exchange" shall mean each exchange or quotation system on which any Component Security is, in the determination of the Calculation Agent, principally traded. (d) where the relevant Index is specified to be a "Multiple Exchange Index" in the applicable Final Terms, each stock exchange or trading system on which any Component Security (as defined in Appendix 2 (Additional provisions applicable where the Underlying is an Index)) is, in the determination of the Calculation Agent, principally traded. Exchange Business Day means: where the Underlying is an Index: (a) (b) where the relevant Index is a Single Exchange Index, any Scheduled Trading Day on which each Exchange and Related Exchange are open for trading during their respective regular trading sessions, notwithstanding any such Exchange or Related Exchange closing prior to its Scheduled Closing Time; or where the relevant Index is a Multiple Exchange Index, any Scheduled Trading Day on which the Index Sponsor of such Multiple Exchange Index publishes the Index and each Related Exchange with respect to such Multiple Exchange Index is open for trading during its regular trading session, notwithstanding any relevant Exchange or Related Exchange closing prior to its Scheduled Closing Time. Index means, where the Underlying is an Index, the index or indices specified in the applicable Final Terms, as calculated and published by the relevant Index Sponsor and subject to adjustment in accordance with Appendix 2 (Additional provisions applicable where the Underlying is an Index) (each, an Index and together, the Indices). Index Sponsor means, where the Underlying is an Index, the corporation or other entity that: (a) (b) is responsible for setting and reviewing the rules and procedures and methods of calculations and adjustments, if any, related to such Index; and announces (directly or through an agent) the level of such Index on a regular basis during each Scheduled Trading Day for such Index. Market Disruption Event shall mean, in respect of an Index which is a Single Exchange Index, the occurrence of any of the following, which the Calculation Agent determines is material: (1) the occurrence or existence at any time during the one hour period which ends at the relevant Valuation Time of any suspension of or limitation imposed (whether by reason of movements in price exceeding permitted limits or otherwise) on the trading on any relevant Exchange of securities which in aggregate comprise 20 per cent. or more of the level of such Index; or 64

(2) the occurrence or existence at any time during the one hour period which ends at the relevant Valuation Time of any suspension of or limitation imposed (whether by reason of movements in price exceeding permitted limits or otherwise) in the trading on any Related Exchange of futures contracts or options contracts relating to such Index; or (3) the occurrence or existence at any time during the one hour period which ends at the relevant Valuation Time of any other event (other than an event described in subparagraph (5) or sub-paragraph (6) of this definition) which disrupts or impairs the ability of market participants in general (on any relevant Exchange) to effect transactions in or to obtain market values for securities which in aggregate comprise 20 per cent. or more of the level of such Index; or (4) the occurrence or existence at any time during the one hour period which ends at the relevant Valuation Time of any other event (other than an event described in subparagraph (5) or sub-paragraph (6) of this definition) which disrupts or impairs the ability of market participants in general (on any Related Exchange) to effect transactions in or to obtain market values for any futures contracts or options contracts relating to such Index; or (5) the closure on any Exchange Business Day of any relevant Exchange in respect of securities which in aggregate comprise 20 per cent. or more of the level of such Index prior to its Scheduled Closing Time (unless such earlier closing time is announced by such Exchange at least one hour prior to the earlier of (a) the actual closing time for the regular trading session on such Exchange on such Exchange Business Day; and (b) the deadline for the submission of orders to be entered into such Exchange for execution at the Valuation Time on such Exchange Business Day); or (6) the closure on any Exchange Business Day of any Related Exchange in respect of futures contracts or options contracts relating to such Index prior to its Scheduled Closing Time (unless such earlier closing time is announced by such Related Exchange at least one hour prior to the earlier of (a) the actual closing time for the regular trading session on such Related Exchange on such Exchange Business Day; and (b) the deadline for the submission of orders to be entered into such Related Exchange for execution at the Valuation Time on such Exchange Business Day). Market Disruption Event shall mean, in respect of an Index which is a Multiple Exchange Index, which the Calculation Agent determines is material: (1) the occurrence or existence at any time during the one hour period which ends at the relevant Valuation Time of any suspension of or limitation imposed (whether by reason of movements in price exceeding permitted limits or otherwise) on the trading on any relevant Exchange of any Component Security of such Index, and the aggregate of all Component Securities so affected plus the X Percentage accounts for 20 per cent. or more of such Index; or (2) the occurrence or existence at any time during the one hour period which ends at the relevant Valuation Time of any suspension of or limitation imposed (whether by reason of movements in price exceeding permitted limits or otherwise) on the trading on any Related Exchange of any futures contracts or options contracts relating to such Index; or (3) the occurrence or existence at any time during the one hour period which ends at the relevant Valuation Time of any other event (other than an event described in sub- 65

paragraph (5) and sub-paragraph (6) of this definition) which disrupts or impairs the ability of market participants in general (on any relevant Exchange) to effect transactions in or to obtain values for any Component Security of such Index, and the aggregate of all Component Securities so affected plus the X Percentage accounts for 20 per cent. or more of such Index; or (4) the occurrence or existence at any time during the one hour period which ends at the relevant Valuation Time of any other event (other than an event described in subparagraph (5) and sub-paragraph (6) of this definition) which disrupts or impairs the ability of market participants in general (on any Related Exchange) to effect transactions in or to obtain values for any futures contracts or options contracts relating to such Index; or (5) the closure on any Exchange Business Day of any relevant Exchange in respect of any Component Security of such Index prior to its Scheduled Closing Time (unless such earlier closing time is announced by such Exchange at least one hour prior to the earlier of (a) the actual closing time for the regular trading session on such Exchange on such Exchange Business Day; and (b) the deadline for the submission of orders to be entered into such Exchange system for execution at the Valuation Time on such Exchange Business Day), and the aggregate of all Component Securities so affected plus the X Percentage accounts for 20 per cent. or more of such Index; or (6) the closure on any Exchange Business Day of any Related Exchange in respect of futures contracts or options contracts relating to such Index prior to its Scheduled Closing Time (unless such earlier closing time is announced by such Related Exchange at least one hour prior to the earlier of (a) the actual closing time for the regular trading session on such Related Exchange on such Exchange Business Day; and (b) the deadline for the submission of orders to be entered into such Related Exchange system for execution at the Valuation Time on such Exchange Business Day). For the purpose of determining whether a Market Disruption Event exists in relation to an Index at any time, if an event giving rise to a Market Disruption Event occurs in respect of a security included in such Index at such time, then the relevant percentage contribution of that security to the level of such Index shall be based on a comparison of: (1) the portion of the level of such Index attributable to that security; and (2) the overall level of the Index, either: (a) where it is a Single Exchange Index, immediately before the occurrence of such Market Disruption Event; or (b) where it is a Multiple Exchange Index, using the official opening weightings as published by the relevant Index Sponsor as part of the market opening data. For the purpose of determining whether a Market Disruption Event exists in respect of a Component Security at any time, if an event giving rise to a Market Disruption Event occurs in respect of such Component Security at such time, then the relevant percentage contribution of such Component Security to the level of the relevant Index shall be based on a comparison of: (1) the portion of the level of such Index attributable to such Component Security; and (2) the overall level of such Index, using the official opening weightings as published by the relevant Index Sponsor as part of the market opening data. Multiple Exchange Index, means each Index specified as such in the Final Terms. Official Closing Level, means in respect of an Underlying that is an Index and any day, the official closing level of such Index on such day as determined by the Calculation Agent. 66

Related Exchange shall mean, in respect of each Underlying, the exchange or quotation system specified as the "Related Exchange" in the applicable Final Terms, any successor to such exchange or quotation system or any substitute exchange or quotation system to which trading in futures or options contracts relating to such Underlying has temporarily relocated (provided that the Calculation Agent has determined that there is comparable liquidity relative to the futures or options contracts relating to such Underlying on such temporary substitute exchange or quotation system as on the original Related Exchange). Where "All Exchanges" is specified as the Related Exchange in respect of an Underlying, then "Related Exchange" shall mean each exchange or quotation system where trading has a material effect (as determined by the Calculation Agent) on the overall market for futures or options contracts relating to such Underlying. Scheduled Trading Day, mean where the Underlying is an Index: (a) (b) for each Index which is a Single Exchange Index, any day on which each Exchange and any Related Exchange in respect of such Index are scheduled to be open for trading for their respective trading sessions; and for each Index that is a Multiple Exchange Index, any day on which: (i) (ii) (iii) the Index Sponsor in respect of such Index is scheduled to publish the level of such Index; each Related Exchange in respect of such Index is scheduled to be open for trading for its regular trading session; and the X Percentage (as defined in Appendix 2 (Additional provisions applicable where the Underlying is an Index) is no more than 20 per cent. of the Component Securities. Scheduled Closing Time means, in respect of an Exchange or Related Exchange and a Scheduled Trading Day, the scheduled weekday closing time of such Exchange or Related Exchange on such Scheduled Trading Day, without regard to after hours or any other trading outside of the regular trading session hours. Underlying Closing Level means, unless otherwise specified in the applicable Final Terms, where the Underlying is an Index, the Official Closing Level of such Index on such day. Underlying Level means, unless otherwise specified in the applicable Final Terms, where the Underlying is an Index, at any particular time on a particular day, the level of such Index at such time on such day. Valuation Time shall mean, in respect of an Index, unless otherwise specified in the applicable Final Terms,: (1) for the purposes of determining whether a Market Disruption Event has occurred: (a) in respect of a Component Security, the Scheduled Closing Time on the relevant Exchange; and (b) in respect of any futures contracts or options contracts on the Index, the close of trading on the relevant Related Exchange, and (2) in all other circumstances, the time at which the Official Closing Level of the Index is calculated and published by the relevant Index Sponsor. If, for the purposes of sub-paragraph (1), the relevant Exchange closes prior to its Scheduled Closing Time, then the Valuation Time shall be the actual closing time of the relevant Exchange. 67

X Percentage shall mean, in respect of any Multiple Exchange Index on any day, the percentage of Component Securities of such Multiple Exchange Index which are scheduled to be unavailable for trading on any relevant Exchange on such day by virtue of that day not being a day upon which such relevant Exchange is scheduled to be open for trading during its regular trading session. For the purpose of determining the X Percentage in respect of any Multiple Exchange Index, the relevant percentage of a Component Security unavailable for trading shall be based on a comparison of: (1) the portion of the level of such Multiple Exchange Index attributable to such Component Security; and (2) the overall level of such Multiple Exchange Index, using the official opening weightings as published by the relevant Index Sponsor as part of the market opening data. 68

APPENDIX 3 1. ADDITIONAL PROVISIONS APPLICABLE WHERE THE UNDERLYING IS A DEPOSITARY RECEIPT 1.1 Adjustments and extraordinary events (a) Adjustment Events If any Adjustment Event occurs then the Calculation Agent shall (i) make the corresponding adjustment(s), if any, to the terms of the Securities as the Calculation Agent determines necessary or appropriate to account for the effect of such adjustment (including, but not limited to, a Depositary Receipt Substitution if specified as being applicable in the applicable Final Terms) and (ii) determine the effective date(s) of the adjustment(s) to the Securities. No adjustment shall be made to the Repayment Date of the Securities and the Securities shall not be subject to early repayment as a result of such Adjustment Event. The Calculation Agent may (but need not) determine necessary or appropriate adjustment(s) by reference to the adjustment(s) in respect of such Adjustment Event made by any Related Exchange to futures contracts or options contracts on the relevant Underlying Stock (or the related Shares) traded on such Related Exchange. The Calculation Agent shall make all adjustments arising from an Adjustment Event in such a way as to ensure that (except in the case of a Depositary Receipt Substitution) the direct economic link between the value of the Underlying Stock and the value of the Securities is preserved. (b) Correction of Prices of Underlying Stock (or the related Shares) In the event that any price published by or on behalf of the Exchange or Related Exchange and which is utilised for any calculation or determination made in respect of the Securities is subsequently corrected and the correction is published by the Exchange or Related Exchange within two Business Days after the original publication (and at least two Business Days prior to the relevant date on which a payment is scheduled to be made), either the Calculation Agent or the Issuer may notify the other respective party of that correction and the Calculation Agent will determine the amount that is payable or deliverable as a result of the correction and, to the extent necessary, will adjust the terms of the Securities to account for such correction. (c) Definitions Adjustment Event shall mean in respect of any Underlying Stock (or the related Shares), an Illegality, Delisting, Merger Event, Nationalisation, Insolvency, Tender Offer or Potential Adjustment Event. Delisting shall mean, in respect of any Underlying Stock (or the related Shares), that the relevant Exchange announces that pursuant to the rules of such Exchange, such Underlying Stock (or the related Shares) cease(s) (or will cease) to be listed, traded or publicly quoted on such Exchange for any reason (other than a Merger Event or Tender Offer) and are not immediately re-listed, re-traded or re-quoted on an exchange or quotation system located in the same country as the Exchange (or, where the Exchange is within the European Union, in any member state of the European Union) or another exchange or quotation system that is deemed acceptable by the 69

Calculation Agent located in another country (that is deemed acceptable by the Calculation Agent). Extraordinary Dividend shall mean an amount per Underlying Stock (or per related Share) as determined by the Calculation Agent. The characterization of a dividend or a portion of a dividend as an Extraordinary Dividend shall be determined by the Calculation Agent. Illegality shall mean a determination by the Calculation Agent that the performance of the Issuer's obligations under the Securities or that any of the Issuer's Hedging Arrangements has or will become unlawful, illegal, or otherwise prohibited in whole or in part as a result of compliance with or the interpretation of any applicable present or future law, rule, regulation, judgment, order or directive of any governmental, administrative, legislative or judicial authority or power. Insolvency shall mean, in respect of any Underlying Stock (or the related Shares), a determination by the Calculation Agent that by reason of the voluntary or involuntary liquidation, bankruptcy, insolvency, dissolution or winding-up of the relevant Share Company or the applicable Underlying Stock Issuer or any analogous proceeding affecting such Underlying Stock (or the related Shares), (i) such Underlying Stock (or the related Shares) is required to be transferred to a trustee, liquidator or other similar official or (ii) a holder of such Underlying Stock (or the related Shares) becomes legally prohibited from transferring such Underlying Stock (or the related Shares). Merger Date shall mean the closing date of a Merger Event or, where a closing date cannot be determined under the local law applicable to such Merger Event, such other date as determined by the Calculation Agent. Merger Event shall mean, in relation to any Underlying Stock (or the related Shares), any: (a) (b) (c) (d) reclassification or change of such Underlying Stock (or the related Shares) which results in a transfer of or an irrevocable commitment to transfer all such Underlying Stock (or the related Shares) outstanding to another entity or person; or consolidation, amalgamation, merger or binding share exchange of the relevant Share Company with or into another entity (other than a consolidation, amalgamation, merger or binding share exchange in which the relevant Share Company is the continuing entity and which does not result in a reclassification or change of all such Underlying Stock (or the related Shares) outstanding); or takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person to purchase or otherwise obtain 100 per cent. of the outstanding Underlying Stock (or the related Shares) for the relevant Share Company which results in a transfer of or an irrevocable commitment to transfer all such Underlying Stock (or the related Shares) (other than such Underlying Stock (or the related Shares) owned or controlled by such other entity or person); or consolidation, amalgamation, merger or binding share exchange of the relevant Share Company or its subsidiaries with or into another entity in which such Share Company is the continuing entity and which does not result 70

in the reclassification or change of all such Underlying Stock (or the related Shares) outstanding but results in the outstanding Underlying Stock or Shares (other than Underlying Stock (or the related Shares) owned or controlled by such other entity) immediately prior to such event collectively representing less than 50 per cent. of the outstanding Underlying Stock (or the related Shares) immediately following such event, in each case if the Merger Date is on or before the Repayment Date. Nationalisation shall mean, in respect of a Share Company or an Underlying Stock Issuer, a determination by the Calculation Agent that all the Underlying Stock (or the related Shares) or all the assets or substantially all the assets of such Share Company or such Underlying Stock Issuer are nationalised, expropriated or are otherwise required to be transferred to any governmental agency, authority, entity or instrumentality thereof. Potential Adjustment Event shall mean in respect of any Underlying Stock (or the related Shares): (a) (b) (c) (d) (e) (f) a subdivision, consolidation or reclassification of such relevant Underlying Stock (or the related Shares) (unless resulting in a Merger Event) or a free distribution or dividend of any Underlying Stock (or the related Shares) to existing holders by way of bonus, capitalisation or similar issue; or a distribution, issue or dividend to existing holders of the relevant Underlying Stock (or the related Shares) of (i) such Underlying Stock (or the related Shares), or (ii) other share capital or securities granting the right to payment of dividends and/or the proceeds of liquidation of such Share Company equally or proportionately with such payments to holders of its Underlying Stock (or the related Shares), or (iii) share capital or other securities of another issuer acquired or owned (directly or indirectly) by such Share Company as a result of a spin-off or other similar transaction, or (iv) any other type of securities, rights or warrants or other assets, in any case for payment (cash or other consideration) at less than the prevailing market price as determined by the Calculation Agent; or an Extraordinary Dividend; or a call by such Share Company in respect of its Underlying Stock (or the related Shares) which are not fully paid; or a repurchase by the Share Company or any of its subsidiaries of the Shares which relate to any Underlying Stock or a repurchase by the applicable Underlying Stock Issuer of such Underlying Stock, in each case whether out of profits or capital and whether the consideration for such repurchase is cash, securities or otherwise; or in respect of such Share Company an event that results in any shareholder rights being distributed or becoming separated from shares of common stock or other shares of the capital stock of such Share Company pursuant to a shareholder rights plan or arrangement directed against hostile takeovers that provides upon the occurrence of certain events for a distribution of preferred stock, warrants, debt instruments or stock rights at a price below their market value, as determined by the Calculation Agent, provided that any adjustment 71

effected as a result of such an event may, in the sole and absolute discretion of the Calculation Agent, be readjusted upon any redemption of such rights; (g) (h) any other event that may have, in the opinion of the Calculation Agent, a diluting or concentrative effect on the theoretical value of the relevant Underlying Stock (or the related Shares); or the making of any amendment or supplement to the terms of the Depositary Agreement, including but not limited to the termination of the Depository Agreement, the termination of the programme relating to any Underlying Stock or the substitution of Shares for such Underlying Stock. Tender Offer shall mean, in respect of any Underlying Stock (or the related Shares), a takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person that results in such entity or person purchasing, or otherwise obtaining or having the right to obtain, by conversion or other means, greater than 10 per cent. and less than 100 per cent. of the outstanding voting shares of the relevant Share Company, as determined by the Calculation Agent, based on the making of filings with governmental or self-regulatory agencies or such other information as the Calculation Agent deems relevant. 1.2 Definitions for Valuation of the Underlying As used in these Conditions: Depositary Agreement means, in respect of any Underlying Stock, the agreement(s) or other instrument(s) constituting the Underlying Stock, as from time to time amended in accordance with its/their terms. Depositary Receipt means: where the Underlying is a Depositary Receipt, the depositary receipts specified in the applicable Final Terms. Depositary Receipt Substitution means: where the Underlying is a Depositary Receipt, the selection by the Calculation Agent in its sole and absolute discretion of a new Depositary Receipt belonging to the relevant Reference Index (or in respect of which the related Shares belong to the relevant Reference Index) (such new Depositary Receipt will be deemed to be an Underlying Stock in place of the Underlying Stock which has been replaced by the Calculation Agent). Disrupted Day means, in respect of any Underlying Stock, any Scheduled Trading Day on which either (i) the relevant Exchange or any relevant Related Exchange fails to open for trading during its regular trading session; or (ii) on which a Market Disruption Event has occurred. Exchange means, where the Underlying is a Depositary Receipt, each exchange specified in respect of such Underlying Stock and the related Shares, under the heading "Exchange" in the applicable Final Terms or any successor to such exchange or quotation system or any substitute exchange or quotation system to which trading in such Underlying Stocks (or the related Shares) has temporarily relocated (provided that the Calculation Agent has determined that there is comparable liquidity relative to such Underlying Stock (or the related Shares) on such temporary substitute exchange or quotation system as on the original Exchange). 72

Exchange Business Day means, where the Underlying is a Depositary Receipt, any Scheduled Trading Day on which the relevant Exchange and each Related Exchange in respect of the applicable Underlying Stock (or the related Shares) are open for trading during their respective regular trading sessions, notwithstanding any such Exchange or Related Exchange closing prior to its Scheduled Closing Time. Market Disruption Event shall mean, in respect of any Underlying Stock (or the related Shares), the occurrence or existence of any of the following which the Calculation Agent determines is material: (1) the occurrence or existence at any time during the one hour period which ends at the relevant Valuation Time of any suspension of or limitation imposed (whether by reason of movements in price exceeding permitted limits or otherwise) on the trading on the relevant Exchange of the Underlying Stock (or the related Shares); or (2) the occurrence or existence at any time during the one hour period which ends at the relevant Valuation Time of any suspension of or limitation imposed (whether by reason of movements in price exceeding permitted limits or otherwise) on the trading on any Related Exchange of futures contracts or options contracts relating to such Underlying Stock (or the related Shares); or (3) the occurrence or existence at any time during the one hour period which ends at the relevant Valuation Time of any other event (other than an event described in subparagraph (5) or sub-paragraph (6) of this definition) which disrupts or impairs the ability of market participants in general (on any relevant Exchange) to effect transactions in or to obtain markets values for such Underlying Stock (or the related Shares); or (4) the occurrence or existence at any time during the one hour period which ends at the relevant Valuation Time of any other event (other than an event described in subparagraph (5) or sub-paragraph (6) of this definition) which disrupts or impairs the ability of market participants in general (on any Related Exchange) to effect transactions in or to obtain markets values for any futures contracts or options contracts relating to such Underlying Stock (or the related Shares); or (5) the closure on any Exchange Business Day of the relevant Exchange of the Underlying Stock (or the related Shares) prior to its Scheduled Closing Time (unless such earlier closing time is announced by such Exchange at least one hour prior to the earlier of (a) the actual closing time for the regular trading session on such Exchange on such Exchange Business Day; and (b) the deadline for the submission of orders to be entered into such Exchange system for execution at the Valuation Time on such Exchange Business Day); or (6) the closure on any Exchange Business Day of any Related Exchange in respect of futures contracts or options contracts relating to such Underlying Stock (or the related Shares) prior to its Scheduled Closing Time (unless such earlier closing time is announced by such Related Exchange at least one hour prior to the earlier of (a) the actual closing time for the regular trading session on such Related Exchange on such Exchange Business Day; and (b) the deadline for the submission of orders to be entered into such Related Exchange system for execution at the Valuation Time on such Exchange Business Day). 73

Official Closing Price means, where the Underlying is a Depositary Receipt, for any day the Trading Price of the Underlying Stock, in each case as published by or on behalf of the relevant Exchange. Reference Index, means in respect of each Underlying that is a Depositary Receipt which is subject to a Depositary Receipt Substitution, an index, as selected by the Calculation Agent, (a) in respect of which the relevant Underlying Stock (or the related Shares), as applicable, is, or has been at some time during the immediately preceding six months, a component and (b) which has (in the opinion of the Calculation Agent) actively traded futures contracts in respect of such index. If more than one index falls within (a) and (b), then the Calculation Agent shall select the Reference Index in its sole and absolute discretion. If no index can be selected pursuant to (a) and (b), then the Calculation Agent shall select the Reference Index in its sole and absolute discretion. Related Exchange shall mean, where the Underlying is a Depositary Receipt, each exchange or quotation system specified as the "Related Exchange" in the applicable Final Terms in respect of such Depositary Receipt, any successor to such exchange or quotation system or any substitute exchange or quotation system to which trading in futures or options contracts relating to that Underlying Stock or related Share has temporarily relocated (provided that the Calculation Agent has determined that there is comparable liquidity relative to the futures or options contracts relating to such Underlying Stock or related Share on such temporary substitute exchange or quotation system as on the original Related Exchange). Where the Underlying is a Depositary Receipt and "All Exchanges" is specified as the Related Exchange in respect of such Depositary Receipt, then "Related Exchange" shall mean, in respect of each Underlying Stock or related Share, each exchange or quotation system where trading has a material effect (as determined by the Calculation Agent) on the overall market for futures or options contracts relating to such Underlying Stock or related Share (as applicable). Scheduled Trading Day means, in respect of an Underlying that is a Depositary Receipt, any day on which each Exchange and each Related exchange in respect of such Underlying Stock (or the related Shares) as applicable are scheduled to be open for trading for their respective regular trading sessions. Shares has the meaning given to such term in the applicable Final Terms. Share Company has the meaning given to such term in the applicable Final Terms. Strike Level shall have the meaning given to such term in the applicable Final Terms. Trading Price of any Underlying Stock on any date of determination will, unless otherwise specified in the applicable Final Terms, be: (a) (b) if the Underlying Stock is listed on a national securities exchange on that date of determination, the closing sale price or, if no closing sale price is reported, the last reported sale price on the principal trading session on that date on the principal national securities exchange on which the common stock or capital stock is listed or admitted to trading; or if the Underlying Stock is not listed on a national securities exchange on that date of determination, or if the closing sale price or last reported sale price on such exchange is not obtainable (even if the Underlying Stock is listed or admitted to trading on such 74

exchange), the last quoted bid price for the Underlying Stock in the over-the-counter market on that date as reported on the OTC Bulletin Board, the National Quotation Bureau or a similar or successor organisation or service; or (c) (d) if the Trading Price of the Underlying Stock cannot be determined by the methods described in (a) or (b) above and the Underlying Stock is listed and/or admitted to trading on one or more non-u.s. securities exchanges or markets, the closing sale price, or, if no closing sale price is reported, the last reported sale price, reported on that date of determination in the principal non-u.s. securities exchange or market on which the Underlying Stock is listed and/or admitted to trading, expressed in U.S. dollars as converted from the relevant currency using the 12:00 noon buying rate in New York certified by the New York Federal Reserve Bank for customs purposes on that date, or if this rate is unavailable, such rate as the Calculation Agent may determine; or if the Trading Price of the Underlying Stock cannot be determined by the methods described in (a), (b) or (c) above, then the Trading Price will be determined by the Calculation Agent by reference to: (i) (ii) the closing sale price or, if no closing sale price is reported; the last reported sale price on that date of the relevant Shares on the applicable Exchange, subject in either case to adjustment as the Calculation Agent shall deem appropriate to take into account the number of Shares represented by each unit of Underlying Stock and any other factor which the Calculation Agent determines is relevant and expressed in U.S. dollars as converted from the relevant currency using the 12:00 noon buying rate in New York certified by the New York Federal Reserve Bank for customs purposes on that date, or if this rate is unavailable, such rate as the Calculation Agent may determine. The determination of the Trading Price by the Calculation Agent in the event of a Market Disruption Event may be deferred by the Calculation Agent for up to eight consecutive Scheduled Trading Days but not later than the second Scheduled Trading Day prior to the relevant payment date. If no Trading Price is available pursuant to clauses (a), (b), (c) or (d) above or if there is a Market Disruption Event, the Trading Price on any date of determination, unless deferred by the Calculation Agent as described herein, will be the arithmetic mean, as determined by the Calculation Agent, of the bid prices of the Underlying Stock obtained from as many dealers in such security (which may include the Calculation Agent or any subsidiaries or affiliates of the Calculation Agent), but not exceeding three such dealers, as will make such bid prices available to the Calculation Agent. Underlying Closing Level, means unless otherwise specified in the applicable Final Terms, where the Underlying is a Depositary Receipt, for any day and any Underlying Stock, the Official Closing Price of such Underlying Stock on such day. Underlying Level means, unless otherwise specified in the applicable Final Terms, where the Underlying is a Depositary Receipt, at any particular time on a particular day, the price of such Underlying Stock at such time on such day during the regular trading session on its Exchange. Underlying Stock, means, as specified in the applicable Final Terms. 75

Underlying Stock Issuer, means, where the Underlying is a Depositary Receipt, the issuer of an Underlying Stock. Valuation Time shall mean in respect of any Underlying Stock, unless otherwise specified in the applicable Final Terms, the Scheduled Closing Time on the relevant Exchange on a Valuation Date. If any Exchange is closed prior to its Scheduled Closing Time, then the Valuation Time shall be the actual closing time of such Exchange. The value of the Underlying on any Valuation Date may be used to calculate the Repayment Amount, any Mandatory Early Repayment Amount and/or any Interest Amount. If the value of the Underlying cannot be determined because of a disruption or other event affecting the Exchange or Related Exchange, the method of valuing the Underlying will be as described in this Appendix 3, Clause 1.3. 1.3 Additional Adjustment Provisions (a) Reorganisation Event The Calculation Agent shall have discretion in the event of any reorganisation of the share capital of a Share Company pursuant to which some or all of the shareholders of such Share Company receive consideration in the form of cash, Marketable Securities or any other property to determine that a Reorganisation Event has occurred. Following a Reorganisation Event, the Trading Price of the relevant Underlying Stock on any Scheduled Trading Day thereafter up to and including the final Valuation Date will be deemed to be equal to the Transaction Value. The Transaction Value will equal the number of Shares represented by each unit of Underlying Stock multiplied by the sum of: (i) (ii) (iii) for any cash received in a Reorganisation Event, the amount of cash received per Share; for any Marketable Securities received in a Reorganisation Event, an amount equal to the Closing Price (defined below) per share of these Marketable Securities on the applicable Scheduled Trading Day; and for any property other than cash or Marketable Securities (defined below) received in a Reorganisation Event, an amount equal to the market value on the date the Reorganisation Event is consummated of that property received per Share, as determined by a nationally recognised independent investment banking firm retained for this purpose by the Calculation Agent, whose determination will be final. The number of shares of any equity securities constituting Marketable Securities included in the calculation of Transaction Value above will be adjusted if any event occurs with respect to the Marketable Securities or the issuer of the Marketable Securities between the time of the Reorganisation Event and the date of repayment of the Securities that would have required an adjustment as described in Clause 1.4(b) below, had it occurred with respect to a Share of a Share Company. Adjustment for these subsequent events will be as nearly equivalent as practicable to the adjustments described therein. (b) Dilution Adjustments 76

(i) (ii) In the circumstances described in paragraphs (ii) to (vi) below, the Calculation Agent shall have the right to make adjustments to the terms of the Securities as respectively described in such paragraphs. The Calculation Agent will be solely responsible for calculating and effecting any adjustment described herein and will furnish the Issuer and the Agents with notice of any adjustment. All references to Shares refer to that class of Shares which are represented by the relevant Underlying Stock. If a Share Company, after the Strike Date: (A) (B) (C) (D) pays a share dividend or makes a distribution with respect to its Shares and makes such payment of distribution by way of Shares (excluding any share dividend or distribution for which the number of Shares paid or distributed is based on a fixed cash equivalent value); subdivides or splits the outstanding Shares into a greater number of Shares; combines the outstanding Shares into a smaller number of Shares; or issues by reclassification of its Shares any other shares of such Share Company, then, in each of these cases, the Strike Level and any other price which is relevant to the calculation of any payment or delivery in respect of the Securities will be multiplied by a dilution adjustment equal to a fraction, the numerator of which will be the number of Shares outstanding immediately after the event, plus, in the case of a reclassification referred to in paragraph D above, the number of shares of such other common stock of such Share Company, and the denominator of which will be the number of Shares. If as a result of a reclassification as described in paragraph D above no Shares are outstanding, the Strike Level and any other price which is relevant to the calculation of any payment or delivery in respect of the Securities will be determined by the reference to the other shares of the Share Company issued in the reclassification. (iii) If a Share Company, after the Strike Date, issues or declares a record date in respect of an issuance of rights or warrants to all holders of its Shares entitling them to subscribe for or purchase its Shares at a price per Share less than the Then-Current Market Price of the Shares, other than rights to purchase Shares pursuant to a plan for the reinvestment of dividends or interest, the relevant Strike Level and any other price which is relevant to the calculation of any payment or delivery in respect of the Securities will be multiplied by a dilution adjustment equal to a fraction, the numerator of which will be the number of Shares outstanding immediately before the adjustment is effected, plus the number of additional Shares offered for subscription or purchase pursuant to the rights or warrants, and the denominator of which will be the number of Shares outstanding immediately before the adjustment is effected by reason of the issuance of the rights or warrants, plus the number of additional Shares which the aggregate offering price of the total number of Shares offered for subscription or purchase pursuant to the rights or warrants would purchase at the Then-Current Market Price, which will be determined by multiplying the total number of Shares so 77

offered for subscription or purchase by the exercise price of the rights or warrants and dividing the product obtained by the Then-Current Market Price. To the extent that, after the expiration of the rights or warrants, the Shares offered thereby have not been delivered, the relevant Strike Level and any other price which is relevant to the calculation of any payment or delivery in respect of the Securities will be further adjusted to equal the Strike Level and any other price which is relevant to the calculation of any payment or delivery in respect of the Securities which would have been in effect had the adjustment for the issuance of the rights or warrants been made upon the basis of delivery of only the number of shares of common stock actually delivered. (iv) If a Share Company, after the Strike Date, declares or pays a dividend or makes a distribution to all holders of the common stock of any class of its capital stock, the capital stock of one or more of its subsidiaries, evidences of its indebtedness or other non-cash assets, excluding any dividends or distributions referred to in the above paragraph and excluding any issuance or distribution to all holders of its Shares, in the form of Marketable Securities, of capital stock of one or more of its subsidiaries, or issues to all holders of such Share Company's common stock rights or warrants to subscribe for or purchase any of its or one or more of its subsidiaries' securities, other than rights or warrants referred to in the above paragraph, the relevant Strike Level and any other price which is relevant to the calculation of any payment or delivery in respect of the Securities will be multiplied by a dilution adjustment equal to a fraction, the numerator of which will be the Then- Current Market Price of one share of the common stock of such Share Company, and the denominator of which will be the Then-Current Market Price of one share of the common stock of such Share Company, less the fair market value as of the time the adjustment is effected of the portion of the capital stock, assets, evidences of indebtedness, rights or warrants so distributed or issued applicable to one Share. If any capital stock declared or paid as a dividend or otherwise distributed or issued to all holders of Shares consists, in whole or in part, of Marketable Securities, then the fair market value of such Marketable Securities will be determined by the Calculation Agent by reference to the Closing Price of such capital stock. The fair market value of any other distribution or issuance referred to in this paragraph will be determined by a nationally recognized independent investment banking firm retained for this purpose by the Calculation Agent, whose determination will be final. Notwithstanding the foregoing, in the event that, with respect to any dividend or distribution to which the above paragraph would otherwise apply, the denominator in the fraction referred to in the above formula is less than $1.00 or is a negative number, then the Calculation Agent may, at its option, elect to have the adjustment provided by the above paragraph not made and in lieu of this adjustment, the Trading Price of the Underlying Stock on any Scheduled Trading Day thereafter up to and including the final Valuation Date will be deemed to be equal to the fair market value of the capital stock, evidences of indebtedness, assets, rights or warrants (determined, as of the date the dilution adjustment would otherwise be effected as described below, by a nationally recognised independent investment banking firm retained for this purpose by the Calculation Agent, whose determination will be final) so distributed or issued applicable to one unit of Underlying Stock. 78

(v) If a Share Company, after the Strike Date, declares a record date in respect of a distribution of cash, other than any Permitted Dividends, any cash distributed in consideration of fractional shares of common stock and any cash distributed in a Reorganisation Event, by dividend or otherwise, to all holders of its Shares, or makes an Excess Purchase Payment, the relevant Strike Level and any other price which is relevant to the calculation of any payment or delivery in respect of the Securities will each be multiplied by a dilution adjustment equal to a fraction, the numerator of which will be the Then-Current Market Price of the Shares, and the denominator of which will be the Then-Current Market Price of the Shares on the record date less the amount of the distribution applicable to one Share which would not be a Permitted Dividend, or, in the case of an Excess Purchase Payment, less the aggregate amount of the Excess Purchase Payment for which adjustment is being made at the time divided by the number of Shares outstanding on the record date. Permitted Dividend means (i) any cash dividend in respect of Shares, other than a cash dividend that exceeds the immediately preceding cash dividend, and then only to the extent that the per Share amount of this dividend results in an annualized dividend yield on the common stock in excess of 10%, and (ii) any cash dividend or distribution made in the form of a fixed cash equivalent value for which the holders of Shares or Underlying Stock have the option to receive either a number of Share or Underlying Stock or a fixed amount of cash; Excess Purchase Payment means the excess, if any, of (x) the cash and the value (as determined by a nationally recognised independent investment banking firm retained for this purpose by the Calculation Agent, whose determination will be final) of all other consideration paid by a Share Company with respect to one share of common stock acquired in a tender offer or exchange offer by such Share Company, over (y) the Then-Current Market Price. Notwithstanding the foregoing, in the event that, with respect to any dividend, distribution or Excess Purchase Payment to which this paragraph (v) would otherwise apply, the denominator in the fraction referred to in the formula in that paragraph is less than $1.00 or is a negative number, then the Calculation Agent may, at its option, elect to have the adjustment provided by this paragraph (v) not made and in lieu of this adjustment, the Trading Price of the Underlying Stock on the final Valuation Date will be deemed to be equal to the sum of the amount of cash and the fair market value of other consideration (determined, as of the date the dilution adjustment would otherwise be effected as described below, by a nationally recognised independent investment banking firm retained for this purpose by the Calculation Agent, whose determination will be final) so distributed or applied to the acquisition of the Shares in the tender offer or exchange offer applicable to one Underlying Stock. (vi) If a Share Company, after the Strike Date, issues or makes a distribution to all holders of its Shares of the capital stock of one or more of its subsidiaries, in each case in the form of Marketable Securities, following the record date the "Official Closing Price" of the relevant Underlying Stock will equal the Trading Price of such Underlying Stock, plus the Closing Price of such subsidiaries' capital shares times (x) the number of Shares represented by 79

each unit of Underlying Stock and (y) the number of shares of such subsidiaries' capital stock distributed per Share. In the event a distribution pursuant to this paragraph (vi) occurs, following the record date for such distribution, the adjustments described in this Clause 1.4 will also apply to such subsidiaries' capital stock if any of the events described in this Clause 1.4 occurs with respect to such capital stock. (vii) Each dilution adjustment will be effected as follows: (A) (B) (C) (D) in the case of any dividend, distribution or issuance, at the opening of business on the business day next following the record date for determination of holders of Shares entitled to receive this dividend, distribution or issuance or, if the announcement of this dividend, distribution, or issuance is after this record date, at the time this dividend, distribution or issuance was announced by such Share Company; in the case of any subdivision, split, combination or reclassification, on the effective date of the transaction; in the case of any Excess Purchase Payment for which a Share Company announces, at or prior to the time it commences the relevant share repurchase, the repurchase price per share for shares proposed to be repurchased, on the date of the announcement; and in the case of any other Excess Purchase Payment, on the date that the holders of the repurchased shares become entitled to payment in respect thereof. (viii) All dilution adjustments will be rounded upward or downward to the nearest 1/10,000th or, if there is not a nearest 1/10,000th, to the next lower 1/10,000th. No adjustment in a Strike Level and any other price which is relevant to the calculation of any payment or delivery in respect of the Securities will be required unless the adjustment would require an increase or decrease of at least one percent therein, provided, however, that any adjustments which by reason of this sentence are not required to be made will be carried forward (on a percentage basis) and taken into account in any subsequent adjustment. If any announcement or declaration of a record date in respect of a dividend, distribution, issuance or repurchase requiring an adjustment as described herein is subsequently cancelled by such Share Company, or this dividend, distribution, issuance or repurchase fails to receive requisite approvals or fails to occur for any other reason, then, upon the cancellation, failure of approval or failure to occur, the Strike Level and any other price which is relevant to the calculation of any payment or delivery in respect of the Securities which would then have been in effect had adjustment for the event not been made. If any Reorganisation Event occurs after the occurrence of one or more events requiring an adjustment as described herein, the dilution adjustments previously applied to the Strike Level and any other price which is relevant to the calculation of any payment or delivery in respect of in respect of the Securities will not be rescinded but will be applied to the Reorganisation Event as provided for in Clause 1.4(i) of this Appendix 3. 80

Then-Current Market Price of Shares, for the purpose of applying any dilution adjustment, means the average Closing Price per Share, for the ten Scheduled Trading Days immediately before this adjustment is effected or, in the case of an adjustment effected at the opening of business on the business day next following a record date, immediately before the earlier of the date the adjustment is effected and the related Ex-Date. For purposes of determining the Then-Current Market Price, the determination of the Closing Price by the Calculation Agent in the event of a Market Disruption Event may be deferred by the Calculation Agent for up to eight consecutive Scheduled Trading Days but not later than the second Scheduled Trading Day prior to the Maturity Date. Closing Price of Shares (or any other security for which a Closing Price must be determined) on any date of determination will, unless otherwise specified in the applicable Final Terms, be: (a) (b) (c) if the Shares or other security are listed on a national securities exchange on that date of determination, the closing sale price or, if no closing sale price is reported, the last reported sale price on that date on the principal U.S. exchange on which the Shares or other security are listed or admitted to trading; or if the Shares or other security are not listed on a national securities exchange on that date of determination, or if the closing sale price or last reported sale price is not obtainable (even if the common stock or other security is listed or admitted to trading on such exchange), the last quoted bid price for the Shares in the over-the-counter market on that date as reported on the OTC Bulletin Board, the National Quotation Bureau or a similar or successor organisation or service; or if the Closing Price of Shares cannot be determined by the methods described in (a) or (b) above, then the Closing Price will be determined by reference to the closing sale price or last reported sale price, as the case may be, reported on that date on the applicable non-u.s. Exchange expressed in U.S. dollars as converted from the relevant currency using the 12:00 noon buying rate in New York certified by the New York Federal Reserve Bank for customs purpose on that date, or if this rate is unavailable, such rate as the Calculation Agent may determine. The determination of the Closing Price by the Calculation Agent in the event of a Market Disruption Event may be deferred by the Calculation Agent for up to eight consecutive Scheduled Trading Days but not later than the second Scheduled Trading Day prior to the applicable payment date. If no Closing Price is available pursuant to clauses (a), (b) or (c) or if there is a Market Disruption Event, the Closing Price on any date of determination, unless deferred by the Calculation Agent as described herein, will be the arithmetic mean, as determined by the Calculation Agent, of the bid prices of the Shares or other security obtained from as many dealers in such security (which may include the Calculation Agent or any subsidiaries or affiliates of the Calculation Agent), but not exceeding three such dealers, as will make such bid prices available to the Calculation Agent. If, during any period of ten Scheduled Trading Days used to calculate the Then-Current market Price, there occurs any event requiring an adjustment to be effected as described in this Clause 1.4, then the Closing Price for each Scheduled Trading Day in such period of ten Scheduled Trading Days occurring prior to the day on which such adjustment in effected will be adjusted by being divided by the relevant dilution adjustment. Ex-Date with respect to any dividend, distribution or issuance is the first date on which the shares of the common stock trade in the regular way on their principal market without the right to receive this dividend, distribution or issuance. 81

Marketable Securities are any perpetual equity securities or debt securities with a stated maturity after the maturity date in each case that are listed on a U.S. national securities exchange. If the number of Shares represented by each Underlying Stock changes, whether in conjunction with one of the foregoing adjustment events or otherwise, then all dilution adjustments relating to the Strike Level and any other price which is relevant to the calculation of any payment or delivery in respect of the Securities, will reflect the new ratio of Shares to Underlying Stock. If any of the events described above occurs with respect to Underlying Stock and not with respect to or with proportional effect on Shares, then the Calculation Agent will effect the applicable dilution adjustments based on the Trading Price and the outstanding number of units of the relevant Underlying Stock. For the purpose of the adjustments described herein, each non-u.s. dollar value (whether a value of cash, property, securities or otherwise) shall be expressed in U.S. dollars as converted from the relevant currency using the 12:00 noon buying rate in New York certified by the New York Federal Reserve Bank for custom purposes on the date of valuation, or if this rate is unavailable, such rate as the Calculation Agent may determine. The Calculation Agent will be responsible for any calculation and effectuation of any adjustment described herein. 82

FORM OF FINAL TERMS The following is the form of Final Terms to be used in connection with the issuance of Securities pursuant to this Base Prospectus. [Date] FINAL TERMS CITIFIRST PRODUCT PROGRAMME CITIBANK INTERNATIONAL PLC [Series [ ] [Insert title of relevant Series of Securities including Series number] (the "Securities")] issued pursuant to the CitiFirst Product Programme PART A CONTRACTUAL TERMS [The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that, except as provided in sub-paragraph (ii) below, any offer of Securities in any Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (each, a Relevant Member State) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Securities. Accordingly any person making or intending to make an offer of the Securities may only do so in: (i) (ii) in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer; or in those Public Offer Jurisdictions mentioned in Paragraph [50] of Part A below, provided such person is one of the persons mentioned in Paragraph [50] of Part A below and that such offer is made during the Offer Period specified for such purpose in Paragraph 42 of Part A below. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Securities in any other circumstances]. [The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that any offer of Securities in any Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (each, a Relevant Member State) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Securities. Accordingly any person making or intending to make an offer in that Relevant Member State of the Securities may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Securities in any other circumstances]. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth in the Base Prospectus dated 15 August 2008 (the "Base Prospectus") [and the supplement to the Base Prospectus dated ] which [together] constitute[s] a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This document constitutes the Final Terms of the Securities described herein [for the purposes of Article 5.4 of the Prospectus Directive] and must be read in conjunction with the Base Prospectus [as so supplemented]. Full 83

information on the Issuer and the offer of the Securities is only available on the basis of the combination of these Final Terms and the Base Prospectus (as supplemented from time to time). The Base Prospectus [and the supplement to the Base Prospectus] [is] [are] available for viewing on the website of the Irish Financial Services Regulatory Authority (www.ifsra.ie). The following alternative language applies if the first tranche of an issue which is being increased was issued under a Prospectus with an earlier date. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth in the Base Prospectus dated 15 August 2008 [and the supplemental Prospectus dated ]. This document constitutes the Final Terms of the Securities described herein for the purposes of Article 5.4 of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive") and must be read in conjunction with the Base Prospectus dated [current date] [and the supplement to the Base Prospectus dated ], which [together] constitute[s] a base prospectus for the purposes of the Prospectus Directive, save in respect of the Conditions which are extracted from the Base Prospectus dated [original date] [and the supplement to the Base Prospectus dated ] and are attached hereto. Full information on the Issuer and the offer of the Securities is only available on the basis of the combination of these Final Terms and the Base Prospectuses dated [original date] and [current date] [and the supplements to the Base Prospectus dated and ]. The Base Prospectus [and the supplement to the Base Prospectus] [is] [are] available for viewing on the website of the Irish Financial Services Regulatory Authority (www.ifsra.ie). [Include whichever of the following apply or specify as "Not Applicable" (N/A). Note that the numbering should remain as set out below, even if "Not Applicable" is indicated for individual paragraphs or subparagraphs. Italics denote directions for completing the Final Terms.] [When completing any final terms, or adding any other final terms or information, consideration should be given as to whether such terms or information constitute "significant new factors" and consequently trigger the need for a supplement to the Base Prospectus under Article 16 of the Prospectus Directive]. [If the Securities have a maturity of less than one year, the minimum denomination may need to be 100,000 or its equivalent in any other currency.] 1. Issuer: Citibank International Plc 2. Securities: [Insert title of Securities including relevant Series number] 3. Series: [specify] 4. Issue Date: [specify] 5. Strike Date: [specify] 6. Strike Level: [specify] 7. Valuation Date(s): [specify] 8. Valuation Time (if different from that set out in the applicable Appendix in respect of an Underlying): [specify] 9. Business Days: [specify applicable financial centre(s) and/or TARGET, as applicable] 10. Underlying: [list each Underlying and specify categorisation as Share, Index, Depositary 84

Receipt or other] 11. Underlying Closing Level (specify if different from that set out in the applicable Appendix in respect of such Underlying): 12. Underlying Level (specify if different from that set out in the applicable Appendix in respect of such Underlying): [specify]/[not Applicable] [specify]/[not Applicable] 13. Shares: [The ordinary or common shares of each relevant Share Company/specify details of any other shares of each Share Company] 14. Underlying Stock: [specify] 15. Share Company: [specify] 16. Share Adjustment Provisions: [Applicable/Not Applicable]. Share Substitution: [Applicable/Not Applicable] Number of Roll Days: Applicable/specify]. [Not Move in Block: [Applicable/Not Applicable]. Value What You Can: [Applicable/Not Applicable]. 17. Depositary Receipt Adjustment Provisions: [Applicable/Not Applicable]. Depositary Receipt Substitution: [Applicable/Not Applicable] Number of Roll Days: Applicable/specify]. [Not Move in Block: [Applicable/Not Applicable]. Value What You Can: [Applicable/Not Applicable]. Trading Price: [specify if different from that set out in Appendix 3] 18. Exchange: [specify in relation to each Underlying that is a Share or a Depositary Receipt (for the Underlying Stock and related Share)] 19. Related Exchange: [in relation to each Underlying that is a Share or a Depositary Receipt (for the Underlying Stock and related Share): Specify/All Exchanges] 20. Index: [Specify] 85

21. Index Particulars: Index: [specify] [Single Exchange Index/Multiple Exchange Index] Exchange: [if Single Exchange Index, specify: Exchange/Principal Exchanges] Related Exchange: [specify/all Exchanges] Intra Day Observation: [Applicable/Not Applicable] [specify the above information for each Index] 22. Index Adjustment Provisions: [Applicable/Not Applicable]. Number of Roll Days: Applicable/specify] [Not Move in Block: [Applicable/Not Applicable]. Value What You Can: Applicable]. [Applicable/Not 23. Denomination: [specify] 24. Currency: [specify] 25. Issue Size: [specify] [The final issue size will be notified to the Competent Authority on or around the Issue Date, and published on the website of the Irish Financial Services Regulatory Authority (www.ifsra.ie)] 26. Issue Price: [specify] 27. Investor Categories: [specify] 28. Settlement Basis: [Cash Settlement and/or Physical Settlement] [Where Physical Settlement is specified as the Settlement Basis a charge to UK stamp duty or stamp duty reserve tax may be triggered in connection with the delivery of the relevant asset.] 29. Asset Amount: [Specify details of assets to be delivered] 30. Period of Notice (if different from that set out in Condition 8.3 (Delivery Option)). 31. Delivery Method (if different from that set out in Condition 8.3 (Delivery Option)): [ ] [ ] 86

32. Disruption Cash Settlement Price (if [ ] different from that set out in Condition 8.3 (Delivery Option)): 33. 34. Minimum Trading Size: [specify] 35. Net Proceeds: [specify] 36. Nominal Amount: Tranche: [specify/not Applicable (if denominated in Units)] Series: [specify/not Applicable (if denominated in Units)] [The final Nominal Amount will be notified to the Irish Financial Services Regulatory Authority on or prior to the Issue Date and published on the website of the Irish Financial Services Regulatory Authority (www.financialregulator.ie).] 37. Nominal Amount per Unit: [specify/not Applicable (if not denominated in Units)] 38. Number of Units Tranche: [specify/not Applicable (if not denominated in Units)] 39. Tranche Number: [specify] Series: [specify/not Applicable (if not denominated in Units)] [The final Number of Units will be notified to the Irish Financial Services Regulatory Authority on or prior to the Issue Date and published on the website of the Irish Financial Services Regulatory Authority (www.financialregulator.ie).] 40. Repayment Date: [specify] 41. Calculation of Repayment Amount: [specify] 42. Interest Payment Date(s): [specify] 43. Calculation of Interest Amount(s): [specify] 44. Mandatory Early Repayment Condition [specify] 45. Mandatory Early Repayment Date(s): [The day which is [ ] Business Days following the Valuation Date on which the Mandatory Early Repayment Condition is satisfied]/[specify] 46. Calculation of Mandatory Early Repayment [specify] 87

Amount: 47. Principal Protected Securities: [Applicable/Not Applicable] 48. Offer Period: [The Offer Period is expected to start on [ ] and end on [ ]/Not Applicable] 49. Calculation Agent: [Citigroup Global Markets Limited/specify name of affiliate] 50. Stabilising Manager: [specify Dealer/Not Applicable] 51. Non-exempt Offer: [Not Applicable] [An offer of the Securities may be made by any Dealer [and [specify, if applicable]] other than pursuant to Article 3(2) of the Prospectus Directive in [specify relevant Member State(s) - which must be jurisdictions where the Prospectus and any supplements have been passported] (the Public Offer Jurisdictions) during the Offer Period. See further Paragraph 6 of Part B below.] 52. Other final terms: [Not Applicable/give details] [LISTING AND ADMISSION TO TRADING APPLICATION] [(When adding any other final terms consideration should be given as to whether such terms constitute "significant new factors" and consequently trigger the need for a supplement to the Prospectus under Article 16 of the Prospectus Directive.)] [These Final Terms comprise the Final Terms required for issue [and] [public offer in the Public Jurisdictions] [and] [to list and have admitted to trading the issue] of the Securities described herein pursuant to the CitiFirst Product Programme of the Issuer (as further described in Part B (1) of these Final Terms).] RESPONSIBILITY Except for the information set out in Part B(7) (Information Relating to the Underlying) of these Final Terms, the Issuer accepts responsibility for the information contained in these Final Terms. The information set out in Part B(7) (Information Relating to the Underlying) is a summary only and is derived from publicly available information. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from publicly available sources, no facts have been omitted which would render the reproduced information inaccurate or misleading. Except as referred to above, no responsibility in respect of such information contained in Part B(7) (Information Relating to the Underlying) is accepted by the Issuer, the Arranger or the Dealer(s). In particular, except as referred to above, none of the Issuer, the Arranger and the Dealer(s) has verified, or accepts any liability whatsoever for the completeness or accuracy of, such information. Prospective purchasers of the Securities should conduct such independent investigation and analysis regarding the Issuer and the Securities as they deem appropriate to evaluate the merits and risks of an investment in the Securities. Prospective purchasers of the Securities should ensure that they understand the nature of the Securities and the extent of their exposure to all associated risks and should not buy the Securities unless they can bear a decrease in the redemption price of the Securities. 88

Save as disclosed in the Final Terms and any supplement, there has been no significant change and no significant new matter has arisen since publication of the Base Prospectus dated 15 August 2008. Acceptance on behalf of the Issuer of the terms of the Final Terms For and on behalf of CITIBANK INTERNATIONAL PLC. By... 89

PART B OTHER INFORMATION 1. LISTING AND ADMISSION TO TRADING (a) Listing: [Ireland/other (specify)/none] (b) Listing Agent and Specified Office: [Arthur Cox Listing Services Limited, Earlsfort Centre, Earlsfort Terrace, Dublin 2, Ireland]/[specify other] (c) Admission to trading: [Application has been made for the Securities to be admitted to trading on [specify] with effect from [specify]]/[not Applicable.] 2. RATINGS [Where documenting a fungible issue need to indicate that original securities are already admitted to trading (if applicable).] Rating: [Not Applicable/The Securities are expected, on issue, to be assigned a rating of Aa3 by Moody's and a rating of AA by S&P/specify other] 3. [NOTIFICATION] [The Irish Financial Services Regulatory Authority has provided the [include names of competent authorities of host Member States] with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive.] 4. [INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE OFFER] [Include here a description of any interest, including conflicting ones, that is material to the offer, detailing the persons involved and the nature of the interest. May be satisfied by the inclusion of the following statement: "So far as the Issuer is aware, no person involved in the offer of the Securities has an interest material to the offer."] 5. OFFER PRICE, REASONS FOR THE OFFER, MINIMUM AMOUNT OF APPLICATIONS, TOTAL EXPENSES AND NAMES OF PLACERS OF SECURITIES [(i) Offer Price: [(ii) Reasons for the offer:] [Minimum amount of applications:] [Issue Price]/[specify]/[Not Applicable]]. [specify if reasons for the offer are different from that described in "Use of Proceeds" in the Base Prospectus; if proceeds are intended for more than one use, specify uses and present in order of priority/not Applicable]. [The issue of the Securities will be conditional upon the Issuer on or prior to the end of the Offer Period, having 90

accepted valid applications for Securities with an aggregate Issue Price amounting to at least: [EUR 1,000,000 (or the equivalent thereof in the Currency of the Securities, if not EUR)/[specify]]/[Not Applicable]. [(iii) Estimated total expenses in relation to the admission to trading and any other expenses (if applicable):] [(iv) Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place.] [specify listing fees and separately, any other expenses, including distribution fees, remuneration received by Citigroup Global Markets Limited and its affiliates and details of any premium payable (if any).] [None/give details] [Not Applicable] 6. [YIELD] (Fixed Rate Securities only) [Indication of yield:] [specify]. 7. INFORMATION RELATING TO THE UNDERLYING [Calculated as [include details of method of calculation in summary form] on the Issue Date.] [As set out above, the yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.] [Include applicable disclosure in relation to each Underlying including, inter alia: (i) the type of Underlying (ii) details of where further information can be obtained including past and future performance of the Underlying and its volatility and a clear and comprehensive explanation of how the value of the investment is affected by the Underlying and the circumstances when the risks are most evident; (iii) the exercise price or the final reference price of the Underlying, (iv) where the underlying is a security include here the name of the issuer of the security and the ISIN (International Security Identification Number) or other such security identification code, (v) where the underlying is an Index/Indices include here the name of the Index/ Indices and a description if composed by the Issuer or, if the Index is not composed by the Issuer, details of where the information about the Index can be obtained, (vi) where the underlying is not an index need to include equivalent information and (vi) where the underlying is a basket of underlyings include here disclosure of the relevant weightings of each underlying in the basket (vii) any applicable disclaimers]. 8. [ADDITIONAL SELLING RESTRICTIONS] [specify] 9. [ADDITIONAL TAX SECTION] [specify] 91

10. [ADDITIONAL RISK FACTORS] Investors should carefully review the risk factors set out in the section of the Base Prospectus entitled "Risk Factors". [In addition to the risk factors contained in the Base Prospectus, specify here any additional product specific risk factors not addressed in the Base Prospectus, for example, in relation to principal protection and determination of the Repayment Amount, any Mandatory Early Repayment Amount and/or any Interest Amount(s)] 11. OPERATIONAL INFORMATION ISIN Code: Common Code: Other Any clearing system(s) other than Clearstream Banking, Frankfurt, and the relevant identification number(s): Delivery: Names and addresses of additional Paying Agent(s) (if any): [specify] [specify] [specify] [Not Applicable/give name(s) and number(s)] Delivery [against/free of] payment [specify] 92

PART C FORM OF ASSET TRANSFER NOTICE Citibank International plc [Series [ ] [Insert title of relevant Series of Securities including Series number] (the Securities)] issued pursuant to the CitiFirst Product Programme When completed, this Notice should be delivered in writing together with the Securities to which it relates to the Issuer. To: Citibank International plc Citigroup Centre Canada Square Canary Wharf London E14 5LB Attention: Equity Derivatives Desk Fax Number: +44 (0) 207 986 1105 Telephone Number: +44 (0) 207 986 0273 Email: dean.pearce@citi.com; faber.gutierrez@citi.com; andrew.searle@citi.com; emily.jayne.thomashearn@citi.com (The Issuer) Failure to properly complete and deliver this Notice (in the determination of the Issuer in consultation with the Calculation Agent) may result in this Notice being treated as null and void. Expressions defined in the terms and conditions of the Securities (the "Conditions") shall bear the same meanings herein. I/We *, the Holder specified in 1 below and holder of the attached Securities, in accordance with Condition 8.3 (Delivery Option) of the Securities and the applicable Final Terms, hereby irrevocably authorise the Issuer (or Citigroup Global Markets Limited acting on behalf of the Issuer) to deliver the relevant Asset Amount (subject as provided in 4 below) to which I am/we are* entitled in relation to such Securities, all in accordance with the Conditions. 1. Name and Address of Holder and the person from whom the Issuer may obtain details for the delivery of the Asset Amount. 2. Number of Securities subject to this Notice 3. Authorisation of production in proceedings I/We* hereby authorise the production of this Notice in any administrative or legal proceedings instituted in connection with the Securities to which this Notice relates. 4. Deduction of Delivery Expenses I/We* hereby [enclose in respect of/ authorise the Issuer (or Citigroup Global Markets Limited acting on behalf of the Issuer) to deduct from the Asset Amount owning to me/us * ] * 93

any Delivery Expenses (as defined in Condition 8.3 (Delivery Option)) incurred in respect thereof, in accordance with Condition 8.3 (Delivery Option) of the Securities. Delivery Method Details [ ] DESPATCH BY POST OR COURIER WILL BE MADE AT THE RISK AND EXPENSE OF THE HOLDER. Date... Copy: Calculation Agent Citigroup Global Markets Limited of Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB] [Part C - Form of Asset Transfer Notice to be included in Final Terms where "Physical Settlement" is specified as the Settlement Basis.] 94

REGISTERED OFFICE OF THE ISSUER Citibank International plc Citigroup Centre Canada Square Canary Wharf London E14 5LB Telephone +44 (0)20 7986 4000 ARRANGER Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB PRINCIPAL PAYING AGENT AND ISSUING AGENT Citibank N.A. 21st Floor Citigroup Centre Canada Square Canary Wharf London E14 5LB LOCAL PAYING AGENT Citibank International plc 1 North Wall Quay Dublin 1 Ireland Citigroup Global Markets Deutschland AG & Co KGaA German Agency and Trust Reuterweg 16 60323 Frankfurt Federal Republic of Germany LISTING AGENT Arthur Cox Listing Services Limited Earlsfort Centre Earlsfort Terrace Dublin 2 Ireland LEGAL ADVISERS To the Arranger as to English law Allen & Overy LLP One Bishops Square London E1 6AD Allen & Overy LLP 19728-01007 ICM:6860856.8 95