Common use of Redemption Provisions Clause in Contracts

Redemption Provisions. [No provisions for redemption] [The Designated Securities may be redeemed, otherwise than through the sinking fund, in whole or in part at the option of the Issuer, in the amount of [$] or an integral multiple thereof, [on or after , at the following redemption prices (expressed in percentages of principal amount). If [redeemed on or before , %, and if] redeemed during the 12- month period beginning , Year Redemption Price and thereafter at 100% of their principal amount, together in each case with accrued interest to the redemption date.] [on any interest payment date falling in or after , , at the election of the Issuer, at a redemption price equal to the principal amount thereof, plus accrued interest to the date of redemption.] [The Securities are redeemable at the option of the Issuer or the Guarantor upon certain changes in United Kingdom [or Scottish] tax law.] [Other possible redemption provisions, such as mandatory redemption upon occurrence of certain events or redemption for other changes in tax law] [Restriction on refunding] Denominations: [Issued in minimum denominations of $ and in integral multiples of $ in excess thereof.] Day Count Convention: [Actual][Following][Unadjusted] Sinking Fund Provisions: [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest][, together with [cumulative] [noncumulative] redemptions at the option of the Issuer to retire an additional [$] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest].

Redemption Provisions. [No provisions for redemption] [The Designated Securities may be redeemed, otherwise than through the sinking fund, in whole or in part at the option of the IssuerCompany, in the amount of [$$ ] or an integral multiple thereof, [on or after , at the following redemption prices (expressed in percentages of principal amount). If [redeemed on or before , %, and if] redeemed during the 12- 12-month period beginning , Redemption Year Redemption Price ---- ----- and thereafter at 100% of their principal amount, together in each case with accrued interest to the redemption date.] [on any interest payment date falling in on or after , , at the election of the IssuerCompany, at a redemption price equal to the principal amount thereof, plus accrued interest to the date of redemption.] [The Securities are redeemable at the option of the Issuer or the Guarantor upon certain changes in United Kingdom [or Scottish] tax law.]] [Other possible redemption provisions, such as mandatory redemption upon occurrence of certain events or redemption for other changes in tax law] [Restriction on refunding] Denominations: [Issued in minimum denominations of $ and in integral multiples of $ in excess thereof.] Day Count Convention: [Actual][Following][Unadjusted] Sinking Fund ProvisionsSINKING FUND PROVISIONS: [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$$ ] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest][, together with [cumulative] [noncumulative] redemptions at the option of the Issuer Company to retire an additional [$$ ] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are extendable debt securities, insert-- EXTENDABLE PROVISIONS: Designated Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with -year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are floating rate debt securities, insert-- FLOATING RATE PROVISIONS: Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [month][securities][certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of Interest Differential (the excess, if any, of (i) the then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then current interest yield equivalent plus % of Interest Differential].] DEFEASANCE PROVISIONS: CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES: ADDITIONAL CLOSING CONDITIONS: Paragraph 7(g) of the Underwriting Agreement should be modified in the event that the Securities are denominated in, indexed to, or principal or interest are paid in, a currency other than the U.S. dollar, more than one currency or in a composite currency. The country or countries issuing such currency should be added to the banking moratorium and hostilities clauses and the following additional clause should be added to the paragraph (the entire paragraph should be restated, as amended):

Redemption Provisions. [No provisions for redemption] [The Designated Securities may be redeemed, otherwise than through the sinking fund, in whole or in part at the option of the IssuerCompany, in the amount of [$$ ] or an integral multiple thereof, [on or after , at the following redemption prices (expressed in percentages of principal amount). If [redeemed on or before , %, and if] redeemed during the 12- 12-month period beginning , Year Redemption Price REDEMPTION YEAR PRICE and thereafter at 100% of their principal amount, together in each case with accrued interest to the redemption date.] [on any interest payment date falling in on or after , , at the election of the IssuerCompany, at a redemption price equal to the principal amount thereof, plus accrued interest to the date of redemption.] [The Securities are redeemable at the option of the Issuer or the Guarantor upon certain changes in United Kingdom [or Scottish] tax law.]] [Other possible redemption provisions, such as mandatory redemption upon occurrence of certain events or redemption for other changes in tax law] [Restriction on refunding] Denominations: [Issued in minimum denominations of $ and in integral multiples of $ in excess thereof.] Day Count Convention: [Actual][Following][Unadjusted] Sinking Fund ProvisionsSINKING FUND PROVISIONS: [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$$ ] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest][, together with [cumulative] [noncumulative] redemptions at the option of the Issuer Company to retire an additional [$$ ] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [IF SECURITIES ARE EXTENDABLE DEBT SECURITIES, INSERT-- EXTENDABLE PROVISIONS: Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with -year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [IF SECURITIES ARE FLOATING RATE DEBT SECURITIES, INSERT-- FLOATING RATE PROVISIONS: Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [month][securities][certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of Interest Differential (the excess, if any, of (i) the then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then current interest yield equivalent plus % of Interest Differential].] DEFEASANCE PROVISIONS: Closing location for delivery of Securities: ADDITIONAL CLOSING CONDITIONS: PARAGRAPH 7(G) OF THE UNDERWRITING AGREEMENT SHOULD BE MODIFIED IN THE EVENT THAT THE SECURITIES ARE DENOMINATED IN, INDEXED TO, OR PRINCIPAL OR INTEREST ARE PAID IN, A CURRENCY OTHER THAN THE U.S. DOLLAR, MORE THAN ONE CURRENCY OR IN A COMPOSITE CURRENCY. THE COUNTRY OR COUNTRIES ISSUING SUCH CURRENCY SHOULD BE ADDED TO THE BANKING MORATORIUM AND HOSTILITIES CLAUSES AND THE FOLLOWING ADDITIONAL CLAUSE SHOULD BE ADDED TO THE PARAGRAPH (THE ENTIRE PARAGRAPH SHOULD BE RESTATED, AS AMENDED):

Redemption Provisions. [No provisions for redemption] [The Designated Securities may be redeemed, otherwise than through the sinking fund, in whole or in part at the option of the IssuerCompany, in the amount of [$$ ] or an integral multiple thereof, [on or after , at the following redemption prices (expressed in percentages of principal amount). If [redeemed on or before , %, and if] redeemed during the 12- 12-month period beginning , Year Redemption Price REDEMPTION YEAR PRICE ---- ----- and thereafter at 100% of their principal amount, together in each case with accrued interest to the redemption date.] [on any interest payment date falling in on or after , , at the election of the IssuerCompany, at a redemption price equal to the principal amount thereof, plus accrued interest to the date of redemption.] [The Securities are redeemable at the option of the Issuer or the Guarantor upon certain changes in United Kingdom [or Scottish] tax law.]] [Other possible redemption provisions, such as mandatory redemption upon occurrence of certain events or redemption for other changes in tax law] [Restriction on refunding] Denominations: [Issued in minimum denominations of $ and in integral multiples of $ in excess thereof.] Day Count Convention: [Actual][Following][Unadjusted] Sinking Fund ProvisionsSINKING FUND PROVISIONS: [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$$ ] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest][, together with [cumulative] [noncumulative] redemptions at the option of the Issuer Company to retire an additional [$$ ] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are extendable debt securities, insert-- EXTENDABLE PROVISIONS: Designated Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with -year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are floating rate debt securities, insert-- FLOATING RATE PROVISIONS: Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [month][securities][certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of Interest Differential (the excess, if any, of (i) the then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then current interest yield equivalent plus % of Interest Differential].] DEFEASANCE PROVISIONS: CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES: ADDITIONAL CLOSING CONDITIONS: NAMES AND ADDRESSES OF REPRESENTATIVES: Designated Representatives: Address for Notices, etc.: Other Terms: ANNEX II Pursuant to Section 7(d) of the Underwriting Agreement, the accountants shall furnish letters to the Underwriters to the effect that:

Redemption Provisions. [No provisions for redemption] [The Designated Securities may be redeemed, otherwise than through the sinking fund, in whole or in part at the option of the IssuerCompany, in the amount of [$] or an integral multiple thereof, [on or after , at the following redemption prices (expressed in percentages of principal amount). If [redeemed on or before , %, and if] redeemed during the 12- 12-month period beginning , Year Redemption Price and thereafter at 100% of their principal amount, together in each case with accrued interest to the redemption date.] [on any interest payment date falling in on or after , , at the election of the IssuerCompany, at a redemption price equal to the principal amount thereof, plus accrued interest to the date of redemption.] [The Securities are redeemable at the option of the Issuer or the Guarantor Company upon certain changes in United Kingdom [or Scottish] Norwegian tax law.] [Other possible redemption provisions, such as mandatory redemption upon occurrence of certain events or redemption for other changes in tax law] [Restriction on refunding] Denominations: [Issued in minimum denominations of $ and in integral multiples of $ in excess thereof.] Day Count Convention: [Actual][Following][Unadjusted] Sinking Fund Provisions: [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest][, together with [cumulative] [noncumulative] redemptions at the option of the Issuer Company to retire an additional [$] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest]. Extendable provisions: Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. Initial annual interest rate will be %, and thereafter annual interest rate will be adjusted on , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with -year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Securities are Floating Rate Debt Securities, insert – Floating rate provisions: Initial annual interest rate will be % through and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [month] [securities] [certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of Interest Differential (the excess, if any, of (i) then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then current interest yield equivalent plus % of Interest Differential].] Defeasance provisions: Time of Delivery: Closing Location: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: Other Terms:

Redemption Provisions. [No provisions for redemption] [The Designated Securities may be redeemed, otherwise than through the sinking fund, in whole or in part at the option of the IssuerCompany, in the amount of [$$ ] or an integral multiple thereof, [on or after , at the following redemption prices (expressed in percentages of principal amount). If [redeemed on or before , %, and if] redeemed during the 12- 12-month period beginning , Year Redemption Price REDEMPTION YEAR PRICE ---- ----- and thereafter at 100% of their principal amount, together in each case with accrued interest to the redemption date.] [on any interest payment date falling in on or after , , at the election of the IssuerCompany, at a redemption price equal to the principal amount thereof, plus accrued interest to the date of redemption.] [The Securities are redeemable at the option of the Issuer or the Guarantor upon certain changes in United Kingdom [or Scottish] tax law.]] [Other possible redemption provisions, such as mandatory redemption upon occurrence of certain events or redemption for other changes in tax law] [Restriction on refunding] Denominations: [Issued in minimum denominations of $ and in integral multiples of $ in excess thereof.] Day Count Convention: [Actual][Following][Unadjusted] Sinking Fund ProvisionsSINKING FUND PROVISIONS: [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$$ ] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest][, together with [cumulative] [noncumulative] redemptions at the option of the Issuer Company to retire an additional [$$ ] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are extendable debt securities, insert-- EXTENDABLE PROVISIONS: Designated Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with -year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are floating rate debt securities, insert-- FLOATING RATE PROVISIONS: Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [month] [securities] [certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of Interest Differential (the excess, if any, of (i) the then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then current interest yield equivalent plus % of Interest Differential].] DEFEASANCE PROVISIONS: CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES: DELAYED DELIVERY: [None] [Underwriters' commission shall be .......% of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of ....]

Redemption Provisions. [No provisions for redemption] [The Designated Securities may be redeemed, otherwise than through the sinking fund, in whole or in part at the option of the IssuerCompany, in the amount of [$$ ] or an integral multiple thereof, [on or after , at the following redemption prices (expressed in percentages of principal amount). If [redeemed on or before , %, and if] redeemed during the 12- 12-month period beginning , Year Redemption Price REDEMPTION YEAR PRICE ---- ----- and thereafter at 100% of their principal amount, together in each case with accrued interest to the redemption date.] [on any interest payment date falling in on or after , , at the election of the IssuerCompany, at a redemption price equal to the principal amount thereof, plus accrued interest to the date of redemption.] [The Securities are redeemable at the option of the Issuer or the Guarantor upon certain changes in United Kingdom [or Scottish] tax law.]] [Other possible redemption provisions, such as mandatory redemption upon occurrence of certain events or redemption for other changes in tax law] [Restriction on refunding] Denominations: [Issued in minimum denominations of $ and in integral multiples of $ in excess thereof.] Day Count Convention: [Actual][Following][Unadjusted] Sinking Fund ProvisionsSINKING FUND PROVISIONS: [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$$ ] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest][, together with [cumulative] [noncumulative] redemptions at the option of the Issuer Company to retire an additional [$$ ] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are extendable debt securities, insert-- EXTENDABLE PROVISIONS: Designated Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with -year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are floating rate debt securities, insert-- FLOATING RATE PROVISIONS: Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [month][securities][certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of Interest Differential (the excess, if any, of (i) the then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then current interest yield equivalent plus % of Interest Differential].] DEFEASANCE PROVISIONS: CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES: ADDITIONAL CLOSING CONDITIONS: Paragraph 7(g) of the Underwriting Agreement should be modified in the event that the Securities are denominated in, indexed to, or principal or interest are paid in, a currency other than the U.S. dollar, more than one currency or in a composite currency. The country or countries issuing such currency should be added to the banking moratorium and hostilities clauses and the following additional clause should be added to the paragraph (the entire paragraph should be restated, as amended):

Redemption Provisions. [No provisions for redemption] [The Designated Securities may be redeemed, otherwise than through the sinking fund, in whole or in part at the option of the IssuerCompany, in the amount of [$______] or an integral multiple thereof, [on or after ____________, at the following redemption prices (expressed in percentages of principal amount). If [redeemed on or before , _______________ ,__ %, and if] redeemed during the 12- 12-month period beginning beginning, Year Redemption Price REDEMPTION YEAR PRICE ______ __________ and thereafter at 100% of their principal amount, together in each case with accrued interest to the redemption date.] [on any interest payment date falling in on or after , _______________ , at the election of the IssuerCompany, at a redemption price equal to the principal amount thereof, plus accrued interest to the date of redemption.] [The Securities are redeemable at the option of the Issuer or the Guarantor upon certain changes in United Kingdom [or Scottish] tax law.]] [Other possible redemption provisions, such as mandatory redemption upon occurrence of certain events or redemption for other changes in tax law] [Restriction on refunding] Denominations: [Issued in minimum denominations of $ and in integral multiples of $ in excess thereof.] Day Count Convention: [Actual][Following][Unadjusted] Sinking Fund ProvisionsSINKING FUND PROVISIONS: [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$__________] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest][, together with [cumulative] [noncumulative] redemptions at the option of the Issuer Company to retire an additional [$__________] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are extendable debt securities, insert] EXTENDABLE PROVISIONS: Designated Securities are repayable on [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial annual interest rate will be ____%, and thereafter the annual interest rate will be adjusted on , and to a rate not less than ____% of the effective annual interest rate on U.S. Treasury obligations with ___% year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are floating rate debt securities, insert] FLOATING RATE PROVISIONS: Initial annual interest rate will be ____% through ______________ [and thereafter will be adjusted [monthly] [on each, __________, and] [to an annual rate of ____% above the average rate for ___-year [month][securities] [certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus ___% of Interest Differential (the excess, if any, of (i) the then current weekly average per annum secondary market yield for ___-month certificates of deposit over (ii) the then current interest yield equivalent of the weekly average per annum market discount rate for ___-month Treasury bills); [from and thereafter the rate will be the then current interest yield equivalent plus ____% of Interest Differential].] DEFEASANCE PROVISIONS: CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES: Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 ADDITIONAL CLOSING CONDITIONS: Paragraph 7(h) of the Underwriting Agreement should be modified in the event that the Securities are denominated in, indexed to, or principal or interest are paid in, a currency other than the U.S. dollar, more than one currency or in a composite currency. The country or countries issuing such currency should be added to the banking moratorium and hostilities clauses and the following additional clause should be added to the paragraph (the entire paragraph should be restated, as amended): the imposition of the proposal of exchange controls by any governmental authority in [insert the country or countries issuing such currency, currencies or composite currency]. NAMES AND ADDRESSES OF REPRESENTATIVES: Designated Representatives: Address for Notices, etc.: [OTHER TERMS]*: ----------------- * A description of particular tax, accounting or other unusual features (such as the addition of event risk provisions) of the Designated Securities should be set forth, or referenced to an attached and accompanying description, if necessary, to ensure agreement as to the terms of the Designated Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. ANNEX I Pursuant to Section 7(e) of the Underwriting Agreement, the accountants shall furnish letters to the Underwriters to the effect that:

Redemption Provisions. [No provisions for redemption] [The Designated Securities may be redeemed, otherwise than through the sinking fund, in whole or in part at the option of the IssuerCompany, in the amount of [$$ ] or an integral multiple thereof, [on or after , at the following redemption prices (expressed in percentages of principal amount). If [redeemed on or before , %, and if] redeemed during the 12- 12-month period beginning , Year Redemption Price REDEMPTION YEAR PRICE ---- ----- and thereafter at 100% of their principal amount, together in each case with accrued interest to the redemption date.] [on any interest payment date falling in on or after , , at the election of the IssuerCompany, at a redemption price equal to the principal amount thereof, plus accrued interest to the date of redemption.] [The Securities are redeemable at the option of the Issuer or the Guarantor upon certain changes in United Kingdom [or Scottish] tax law.]] [Other possible redemption provisions, such as mandatory redemption upon occurrence of certain events or redemption for other changes in tax law] [Restriction on refunding] Denominations: [Issued in minimum denominations of $ and in integral multiples of $ in excess thereof.] Day Count Convention: [Actual][Following][Unadjusted] Sinking Fund ProvisionsSINKING FUND PROVISIONS: [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$$ ] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest][, together with [cumulative] [noncumulative] redemptions at the option of the Issuer Company to retire an additional [$$ ] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are extendable debt securities, insert-- EXTENDABLE PROVISIONS: Designated Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with -year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are floating rate debt securities, insert-- FLOATING RATE PROVISIONS: Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [month][securities] [certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of Interest Differential (the excess, if any, of (i) the then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then current interest yield equivalent plus % of Interest Differential].] DEFEASANCE PROVISIONS: CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES: ADDITIONAL CLOSING CONDITIONS: Paragraph 7(h) of the Underwriting Agreement should be modified in the event that the Securities are denominated in, indexed to, or principal or interest are paid in, a currency other than the U.S. dollar, more than one currency or in a composite currency. The country or countries issuing such currency should be added to the banking moratorium and hostilities clauses and the following additional clause should be added to the paragraph (the entire paragraph should be restated, as amended):

Redemption Provisions. [No provisions for redemption] [The Designated Offered Securities may be redeemed, otherwise than through the sinking fund, in whole or in part at the option of the IssuerBank, in the amount of [$] $ or an integral multiple thereof, [on or after , at the following redemption prices (expressed in percentages of principal amount). If [redeemed on or before , %, and if] redeemed during the 12- 12-month period beginning , Year Redemption Price YEAR REDEMPTION PRICE ---- ---------------- and thereafter at 100% of their principal amount, together in each case with accrued interest to the redemption date.] [on any interest payment date falling in on or after , , at the election of the IssuerBank, at a redemption price equal to the principal amount thereof, plus accrued interest to the date of redemption.] [The Securities are redeemable at the option of the Issuer or the Guarantor upon certain changes in United Kingdom [or Scottish] tax law.]] [Other possible redemption provisions, such as mandatory redemption upon occurrence of certain events or redemption for other changes in tax law] [Restriction on refunding] Denominations: [Issued in minimum denominations of $ and in integral multiples of $ in excess thereof.] Day Count Convention: [Actual][Following][Unadjusted] Sinking Fund ProvisionsSINKING FUND PROVISIONS: [No sinking fund provisions] [The Designated Offered Securities are entitled to the benefit of a sinking fund to retire [$$ ] principal amount of Designated Offered Securities on in each of the years through at 100% of their principal amount plus accrued interest][, together with [cumulative] [noncumulative] redemptions at the option of the Issuer Bank to retire an additional [$$ ] principal amount of Designated Offered Securities in the years through at 100% of their principal amount plus accrued interest.] [If Offered Securities are extendable debt securities, insert-- EXTENDABLE PROVISIONS: Offered Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with -year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Offered Securities are floating rate debt securities, insert-- FLOATING RATE PROVISIONS: Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [month] [securities] [certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of Interest Differential (the excess, if any, of (i) the then-current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then-current interest yield equivalent plus % of Interest Differential].] [If Offered Securities are exchangeable securities, insert-- EXCHANGEABLE NOTE: Whether the Offered Securities are an Optionally Exchangeable or Mandatorily Exchangeable or are otherwise a form of exchangeable security].] SCHEDULE III-3 DEFEASANCE PROVISIONS: CLOSING LOCATION FOR DELIVERY OF OFFERED SECURITIES: ADDITIONAL CLOSING CONDITIONS: NAMES AND ADDRESSES OF REPRESENTATIVES: Designated Representatives: Address for Notices, etc.: OTHER TERMS: SCHEDULE III-4 SCHEDULE IV TO ANNEX I [Form of Issuer Free Writing Prospectus Pricing Term Sheet] [JOINT BOOKRUNNERS/CO-MANAGERS] ROYAL BANK OF CANADA [securities offered]

Redemption Provisions. [No provisions for redemption] [The Designated Securities may be redeemed, otherwise than through the sinking fund, in whole or in part at the option of the IssuerCompany, in the amount of [$$ ] or an integral multiple thereof, [on or after , at the following redemption prices (expressed in percentages of principal amount). If [redeemed on or before , %, and if] redeemed during the 12- 12-month period beginning , Year Redemption Price REDEMPTION YEAR PRICE and thereafter at 100% of their principal amount, together in each case with accrued interest to the redemption date.] [on any interest payment date falling in on or after , , at the election of the IssuerCompany, at a redemption price equal to the principal amount thereof, plus accrued interest to the date of redemption.] [The Securities are redeemable at the option of the Issuer or the Guarantor upon certain changes in United Kingdom [or Scottish] tax law.]] [Other possible redemption provisions, such as mandatory redemption upon occurrence of certain events or redemption for other changes in tax law] [Restriction on refunding] Denominations: [Issued in minimum denominations of $ and in integral multiples of $ in excess thereof.] Day Count Convention: [Actual][Following][Unadjusted] Sinking Fund ProvisionsSINKING FUND PROVISIONS: [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$$ ] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest][, together with [cumulative] [noncumulative] redemptions at the option of the Issuer Company to retire an additional [$$ ] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are extendable debt securities, insert -- EXTENDABLE PROVISIONS: Designated Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with -year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are floating rate debt securities, insert -- FLOATING RATE PROVISIONS: Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [month] [securities][certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of Interest Differential (the excess, if any, of (i) the then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then current interest yield equivalent plus % of Interest Differential].] DEFEASANCE PROVISIONS: CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES: DELAYED DELIVERY: [None] [Underwriters' commission shall be .......% of the principal amounT of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of ....]

Redemption Provisions. [No provisions for redemption] [The Designated Securities may be redeemed, otherwise than through the sinking fund, in whole or in part at the option of the IssuerCompany, in the amount of [$$ ________ ] or an integral multiple thereof, [on or after , at the following redemption prices (expressed in percentages of principal amount). If [redeemed on or before , %, and if] redeemed during the 12- 12-month period beginning , Year Redemption Price REDEMPTION YEAR PRICE ---- ----- and thereafter at 100% of their principal amount, together in each case with accrued interest to the redemption date.] [on any interest payment date falling in on or after , , at the election of the IssuerCompany, at a redemption price equal to the principal amount thereof, plus accrued interest to the date of redemption.] [The Securities are redeemable at the option of the Issuer or the Guarantor upon certain changes in United Kingdom [or Scottish] tax law.]] [Other possible redemption provisions, such as mandatory redemption upon occurrence of certain events or redemption for other changes in tax law] [Restriction on refunding] Denominations: [Issued in minimum denominations of $ and in integral multiples of $ in excess thereof.] Day Count Convention: [Actual][Following][Unadjusted] Sinking Fund ProvisionsSINKING FUND PROVISIONS: [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$$ ] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest][, together with [cumulative] [noncumulative] redemptions at the option of the Issuer Company to retire an additional [$$ ] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are extendable debt securities, insert-- EXTENDABLE PROVISIONS: Designated Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with -year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are floating rate debt securities, insert-- FLOATING RATE PROVISIONS: Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [month][securities][certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of Interest Differential (the excess, if any, of (i) the then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then current interest yield equivalent plus % of Interest Differential].] DEFEASANCE PROVISIONS: CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES: ADDITIONAL CLOSING CONDITIONS: Paragraph 7(g) of the Underwriting Agreement should be modified in the event that the Securities are denominated in, indexed to, or principal or interest are paid in, a currency other than the U.S. dollar, more than one currency or in a composite currency. The country or countries issuing such currency should be added to the banking moratorium and hostilities clauses and the following additional clause should be added to the paragraph (the entire paragraph should be restated, as amended):

Redemption Provisions. [No provisions for redemption] [The Designated Securities may be redeemed, otherwise than through the sinking fund, in whole or in part at the option of the IssuerCompany, in the amount of [$$ ] or an integral multiple thereof, [on or after , at the following redemption prices (expressed in percentages of principal amount). If [redeemed on or before , %, and if] redeemed during the 12- 12-month period beginning , Year Redemption Price REDEMPTION YEAR PRICE and thereafter at 100% of their principal amount, together in each case with accrued interest to the redemption date.] [on any interest payment date falling in on or after , , at the election of the IssuerCompany, at a redemption price equal to the principal amount thereof, plus accrued interest to the date of redemption.] [The Securities are redeemable at the option of the Issuer or the Guarantor upon certain changes in United Kingdom [or Scottish] tax law.]] [Other possible redemption provisions, such as mandatory redemption upon occurrence of certain events or redemption for other changes in tax law] [Restriction on refunding] Denominations: [Issued in minimum denominations of $ and in integral multiples of $ in excess thereof.] Day Count Convention: [Actual][Following][Unadjusted] Sinking Fund ProvisionsSINKING FUND PROVISIONS: [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$$ ] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest][, together with [cumulative] [noncumulative] redemptions at the option of the Issuer Company to retire an additional [$$ ] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest].] [If Designated Securities are extendable debt securities, insert--

Redemption Provisions. [No provisions for redemption] [The Designated Securities may be redeemed, otherwise than through the sinking fund, in whole or in part at the option of the IssuerCompany, in the amount of [$] or an integral multiple thereof, [on or after , at the following redemption prices (expressed in percentages of principal amount). If [redeemed on or before , %, and if] redeemed during the 12- 12-month period beginning , Year Redemption Price REDEMPTION YEAR PRICE ---- ----------- and thereafter at 100% of their principal amount, together in each case with accrued interest to the redemption date.] [on any interest payment date falling in on or after , , at the election of the IssuerCompany, at a redemption price equal to the principal amount thereof, plus accrued interest to the date of redemption.] [The Securities are redeemable at the option of the Issuer or the Guarantor upon certain changes in United Kingdom [or Scottish] tax law.] [Other possible redemption provisions, such as mandatory redemption upon occurrence of certain events or redemption for other changes in tax law] [Restriction on refunding] Denominations: [Issued in minimum denominations of $ and in integral multiples of $ in excess thereof.] Day Count Convention: [Actual][Following][Unadjusted] Sinking Fund Provisions: SINKING FUND PROVISIONS [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest]] [, together with [cumulative] [noncumulative] redemptions at the option of the Issuer Company to retire an additional [$] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest]. [If designated securities are extendable debt securities, insert -- EXTENDABLE PROVISIONS: Designated Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with -year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If designated securities are floating rate debt securities, insert -- FLOATING RATE PROVISIONS: Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [month] [securities] [certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of Interest Differential (the excess, if any, of (i) the then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then current interest yield equivalent plus % of Interest Differential].] DEFEASANCE PROVISIONS: TIME OF DELIVERY: CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES: NAMES AND ADDRESSES OF REPRESENTATIVES: Designated Representatives: Xxxxxxx, Xxxxx & Co. Address for Notices, etc.: Xxxxxxx, Sachs & Co. 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 (000) 000-0000 [OTHER TERMS]:

Redemption Provisions. [No provisions for redemption] [The Designated Securities may be redeemed, otherwise than through the sinking fund, in whole or in part at the option of the IssuerCompany, in the amount of [$$ ] or an integral multiple thereof, [on or after , at the following redemption prices (expressed in percentages of principal amount). If [redeemed on or before , %, and if] redeemed during the 12- 12-month period beginning , Year Redemption Price YEAR REDEMPTION ---- PRICE ------ and thereafter at 100% of their principal amount, together in each case with accrued interest to the redemption date.] [on any interest payment date falling in failing on or after , , at the election of the IssuerCompany, at a redemption price equal to the principal amount thereof, plus accrued interest to the date of redemption.] [The Securities are redeemable at the option of the Issuer or the Guarantor upon certain changes in United Kingdom [or Scottish] tax law.]] [Other possible redemption provisions, such as mandatory redemption upon occurrence of certain events or redemption for other changes in tax law] [Restriction on refunding] Denominations: [Issued in minimum denominations of $ and in integral multiples of $ in excess thereof.] Day Count Convention: [Actual][Following][Unadjusted] Sinking Fund ProvisionsSINKING FUND PROVISIONS: [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$$ ] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest][, together with [cumulative] [noncumulative] redemptions at the option of the Issuer Company to retire an additional [$$ ] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are extendable debt securities, insert-- EXTENDABLE PROVISIONS: Designated Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with -year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are floating rate debt securities, insert-- FLOATING RATE PROVISIONS: Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [month][securities][certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of Interest Differential (the excess, if any, of (i) the then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then current interest yield equivalent plus % of Interest Differential].] DEFEASANCE PROVISIONS: CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES: ADDITIONAL CLOSING CONDITIONS: Paragraph 7(g) of the Underwriting Agreement should be modified in the event that the Securities are denominated in, indexed to, or principal or interest are paid in, a currency other than the U.S. dollar, more than one currency or in a composite currency. The country or countries issuing such currency should be added to the banking moratorium and hostilities clauses and the following additional clause should be added to the paragraph (the entire paragraph should be restated, as amended):

Redemption Provisions. [No provisions for redemption] [The Designated Purchased Securities may be redeemed, otherwise than through the sinking fund, in whole or in part at the option of the IssuerBank, in the amount of [$] $ or an integral multiple thereof, [on or after , at the following redemption prices (expressed in percentages of principal amount). If [redeemed on or before , %, and if] redeemed during the 12- 12-month period beginning , Year Redemption Price and thereafter at 100% of their principal amount, together in each case with accrued interest to the redemption date.] [on any interest payment date falling in on or after , , at the election of the IssuerBank, at a redemption price equal to the principal amount thereof, plus accrued interest to the date of redemption.] [The Securities are redeemable at the option of the Issuer or the Guarantor upon certain changes in United Kingdom [or Scottish] tax law.]] [Other possible redemption provisions, such as mandatory redemption upon occurrence of certain events or redemption for other changes in tax law] [Restriction on refunding] Denominations: [Issued in minimum denominations of $ and in integral multiples of $ in excess thereof.] Day Count Convention: [Actual][Following][Unadjusted] Sinking Fund Provisions: [No sinking fund provisions] [The Designated Purchased Securities are entitled to the benefit of a sinking fund to retire [$$ ] principal amount of Designated Purchased Securities on in each of the years through at 100% of their principal amount plus accrued interest][, together with [cumulative] [noncumulative] redemptions at the option of the Issuer Bank to retire an additional [$$ ] principal amount of Designated Purchased Securities in the years through at 100% of their principal amount plus accrued interest.] [If Purchased Securities are extendable debt securities, insert-- Extendable Provisions: Purchased Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with -year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Purchased Securities are floating rate debt securities, insert-- Floating Rate Provisions: Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [month] [securities] [certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of Interest Differential (the excess, if any, of (i) the then-current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then-current interest yield equivalent plus % of Interest Differential].] [If Purchased Securities are exchangeable securities, insert – Exchangeable Note: Whether the Purchased Securities are Optionally Exchangeable or Mandatorily Exchangeable or are otherwise a form of exchangeable security.] Defeasance provisions: Closing Location for Delivery of Purchased Securities: Documents to be Delivered: The following documents referred to in the Distribution Agreement shall be delivered as a condition to the Closing: [None]

Redemption Provisions. [No provisions for redemption] [The Designated Securities may be redeemed, otherwise than through the sinking fund, in whole or in part at the option of the IssuerCompany, in the amount of [$] or an integral multiple thereof, [on or after , at the following redemption prices (expressed in percentages of principal amount). If [redeemed on or before , %, and if] redeemed during the 12- 12-month period beginning , Redemption Year Redemption Price and thereafter at 100% of their principal amount, together in each case with accrued interest to the redemption date.] [on any interest payment date falling in on or after , , at the election of the IssuerCompany, at a redemption price equal to the principal amount thereof, plus accrued interest to the date of redemption.] [The Securities are redeemable at the option of the Issuer or the Guarantor Company upon certain changes in United Kingdom [or Scottish] Norwegian tax law.] [Other possible redemption provisions, such as mandatory redemption upon occurrence of certain events or redemption for other changes in tax law] [Restriction on refunding] Denominations: [Issued in minimum denominations of $ and in integral multiples of $ in excess thereof.] Day Count Convention: [Actual][Following][Unadjusted] Sinking Fund Provisions: [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest][, together with [cumulative] [noncumulative] redemptions at the option of the Issuer Company to retire an additional [$] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest]. Extendable provisions: Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. Initial annual interest rate will be %, and thereafter annual interest rate will be adjusted on , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with -year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Securities are Floating Rate Debt Securities, insert — Floating rate provisions: Initial annual interest rate will be % through and thereafter will be adjusted [monthly] [on each , , ___and ] [to an annual rate of % above the average rate for -year [month] [securities] [certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of Interest Differential (the excess, if any, of (i) then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then current interest yield equivalent plus % of Interest Differential].] Defeasance provisions: Time of Delivery: Closing Location: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: Other Terms:

Redemption Provisions. [No provisions for redemption] [The Designated Securities may be redeemed, otherwise than through the sinking fund, in whole or in part at the option of the IssuerCompany, in the amount of [$] $ or an integral multiple thereof, ] [on or after , at the following redemption prices (expressed in percentages of principal amount). If [redeemed on or before , %, and if] redeemed during the 12- 12-month period beginning , Redemption Year Redemption Price ---- ---------- and thereafter at 100% of their principal amount, together in each case with accrued interest to the redemption date.] [on any interest payment date falling in on or after , , at the election of the IssuerCompany, at a redemption price equal to the principal amount thereof, plus accrued interest to the date of redemption.] [The Securities are redeemable at the option of the Issuer or the Guarantor upon certain changes in United Kingdom [or Scottish] tax law.] [Other possible redemption provisions, such as mandatory redemption upon occurrence of certain events or redemption for other changes in tax law] [Restriction on refunding] Denominations: [Issued in minimum denominations of $ and in integral multiples of $ in excess thereof.] Day Count Convention: [Actual][Following][Unadjusted] Sinking Fund ProvisionsSINKING FUND PROVISIONS: [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$] $ principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest][, together with [cumulative][non-cumulative] [noncumulative] redemptions at the option of the Issuer Company to retire an additional [$] $ principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] DEFEASANCE PROVISIONS: Section 402 [(excluding Section 402(i))] and Section 1008 [(excluding Section 1008(5))] of the Indenture shall apply to the Designated Securities. [If Securities are extendable debt Securities, insert-- EXTENDABLE PROVISIONS: Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with -year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Securities are floating rate debt Securities, insert-- FLOATING RATE PROVISIONS: Initial annual interest rate will be % through [and thereafter will be adjusted [monthly][on each , , and ][to an annual rate of % above the average rate for -year [month][securities][certificates of deposit] issued by and [insert names of banks],][and the annual interest rate [thereafter][from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of Interest Differential (the excess, if any, of (i) the then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then current interest yield equivalent plus % of Interest Differential].] TIME OF DELIVERY: [Time and date], 19 CLOSING LOCATION: DELAYED DELIVERY: [None][Underwriters' commission shall be % of the principal amount of Designated Securities for which Delayed Delivery Contracts have been entered into. Such commission shall be payable to the order of .] NAMES AND ADDRESSES OF REPRESENTATIVES: Designated Representatives: Address for Notices, etc.: [OTHER TERMS]*: __________________ * A description of particular tax, accounting or other unusual features (such as the addition of event risk provisions) of the Securities should be set forth, or referenced to an attached and accompanying description, if necessary to ensure agreement as to the terms of the Securities to be purchased and sold. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. ANNEX II Pursuant to Section 7(e) of the Underwriting Agreement, the accountants shall furnish letters to the Underwriters to the effect that:

Redemption Provisions. [No provisions for redemption] [The Designated Securities may be redeemed, otherwise than through the sinking fund, in whole or in part at the option of the IssuerCompany, in the amount of [$$ ] or an integral multiple thereof, [on or after , at the following redemption prices (expressed in percentages of principal amount). If [redeemed on or before , %, and if] redeemed during the 12- 12-month period beginning , Year Redemption Price REDEMPTION YEAR PRICE ---- ------ and thereafter at 100% of their principal amount, together in each case with accrued interest to the redemption date.] [on any interest payment date falling in on or after , , at the election of the IssuerCompany, at a redemption price equal to the principal amount thereof, plus accrued interest to the date of redemption.] [The Securities are redeemable at the option of the Issuer or the Guarantor upon certain changes in United Kingdom [or Scottish] tax law.]] [Other possible redemption provisions, such as mandatory redemption upon occurrence of certain events or redemption for other changes in tax law] [Restriction on refunding] Denominations: [Issued in minimum denominations of $ and in integral multiples of $ in excess thereof.] Day Count Convention: [Actual][Following][Unadjusted] Sinking Fund ProvisionsSINKING FUND PROVISIONS: [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$$ ] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest][, together with [cumulative] [noncumulative] redemptions at the option of the Issuer Company to retire an additional [$$ ] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [IF DESIGNATED SECURITIES ARE EXTENDABLE DEBT SECURITIES, INSERT-- EXTENDABLE PROVISIONS: Designated Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with -year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [IF DESIGNATED SECURITIES ARE FLOATING RATE DEBT SECURITIES, INSERT-- FLOATING RATE PROVISIONS: Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for year [month][securities][certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of Interest Differential (the excess, if any, of (i) the then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then current interest yield equivalent plus % of Interest Differential].] DEFEASANCE PROVISIONS: CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES: DELAYED DELIVERY: [NONE] [UNDERWRITERS' COMMISSION SHALL BE .....% OF THE PRINCIPAL AMOUNT OF DESIGNATED SECURITIES FOR WHICH DELAYED DELIVERY CONTRACTS HAVE BEEN ENTERED INTO. SUCH COMMISSION SHALL BE PAYABLE TO THE ORDER OF ...].

Redemption Provisions. [No provisions for redemption] [The Designated Securities may be redeemed, otherwise than through the sinking fund, in whole or in part at the option of the IssuerCompany, in the amount of [$$ ] or an integral multiple thereof, [on or after , at the following redemption prices (expressed in percentages of principal amount). If [redeemed on or before , %, and if] redeemed during the 12- 12-month period beginning , Year Redemption Price REDEMPTION YEAR PRICE ---- ----- and thereafter at 100% of their principal amount, together in each case with accrued interest to the redemption date.] [on any interest payment date falling in or after , , at the election of the Issuer, at a redemption price equal to the principal amount thereof, plus accrued interest to the date of redemption.] [The Securities are redeemable at the option of the Issuer or the Guarantor upon certain changes in United Kingdom [or Scottish] tax law.] [Other possible redemption provisions, such as mandatory redemption upon occurrence of certain events or redemption for other changes in tax law] [Restriction on refunding] Denominations: [Issued in minimum denominations of $ and in integral multiples of $ in excess thereof.] Day Count Convention: [Actual][Following][Unadjusted] Sinking Fund ProvisionsSINKING FUND PROVISIONS: [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$$ ] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest][, together with [cumulative] [noncumulative] redemptions at the option of the Issuer Company to retire an additional [$$ ] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are extendable debt securities, insert-- EXTENDABLE PROVISIONS: Designated Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with -year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] FLOATING RATE PROVISIONS: Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [month] [securities][certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of Interest Differential (the excess, if any, of (i) the then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then current interest yield equivalent plus % of Interest Differential].] DEFEASANCE PROVISIONS: CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES: ADDITIONAL CLOSING CONDITIONS: Paragraph 7(g) of the Underwriting Agreement should be modified in the event that the Securities are denominated in, indexed to, or principal or interest are paid in, a currency other than the U.S. dollar, more than one currency or in a composite currency. The country or countries issuing such currency should be added to the banking moratorium and hostilities clauses and the following additional clause should be added to the paragraph (the entire paragraph should be restated, as amended): NAMES AND ADDRESSES OF REPRESENTATIVES: Designated Representatives: Address for Notices, etc.: [OTHER TERMS]: FORM OF COMFORT LETTER Pursuant to Section 7(d) of the Underwriting Agreement, the accountants shall furnish letters to the Underwriters to the effect that:

Redemption Provisions. [No provisions for redemption] [The Designated Securities may be redeemed, otherwise than through the sinking fund, in whole or in part at the option of the IssuerCompany, in the amount of [$$ ] or an integral multiple thereof, [on or after , at the following redemption prices (expressed in percentages of principal amount). If [redeemed on or before , %, and if] redeemed during the 12- 12-month period beginning , Year Redemption Price REDEMPTION YEAR PRICE and thereafter at 100% of their principal amount, together in each case with accrued interest to the redemption date.] [on any interest payment date falling in on or after , , at the election of the IssuerCompany, at a redemption price equal to the principal amount thereof, plus accrued interest to the date of redemption.] [The Securities are redeemable at the option of the Issuer or the Guarantor upon certain changes in United Kingdom [or Scottish] tax law.]] [Other possible redemption provisions, such as mandatory redemption upon occurrence of certain events or redemption for other changes in tax law] [Restriction on refunding] Denominations: [Issued in minimum denominations of $ and in integral multiples of $ in excess thereof.] Day Count Convention: [Actual][Following][Unadjusted] Sinking Fund ProvisionsSINKING FUND PROVISIONS: [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$$ ] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest][, together with [cumulative] [noncumulative] redemptions at the option of the Issuer Company to retire an additional [$$ ] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest].] DEFEASANCE PROVISIONS: CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES: NAMES AND ADDRESSES OF REPRESENTATIVES: Designated Representatives: Goldxxx, Xxchs & Co. Address for Notices, etc.: 85 Bxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Syndicate Department CAPTION OF PROSPECTUS SUPPLEMENT: OTHER TERMS: SCHEDULE III MATERIAL SUBSIDIARIES NAME STATE OR JURISDICTION OF INCORPORATION

Redemption Provisions. [No provisions for redemption] [The Designated Securities may be redeemed, otherwise than through the sinking fund, in whole or in part at the option of the IssuerCompany, in the amount of [$$ ] or an integral multiple thereof, [on or after , at the following redemption prices (expressed in percentages of principal amount). If [redeemed on or before , %, and if] redeemed during the 12- 12-month period beginning , Redemption Year Redemption Price and thereafter at 100% of their principal amount, together in each case with accrued interest to the redemption date.] [on any interest payment date falling in failing on or after , , at the election of the IssuerCompany, at a redemption price equal to the principal amount thereof, plus accrued interest to the date of redemption.] [The Securities are redeemable at the option of the Issuer or the Guarantor upon certain changes in United Kingdom [or Scottish] tax law.]] [Other possible redemption provisions, such as mandatory redemption upon occurrence of certain events or redemption for other changes in tax law] [Restriction on refunding] Denominations: [Issued in minimum denominations of $ and in integral multiples of $ in excess thereof.] Day Count Convention: [Actual][Following][Unadjusted] Sinking Fund Provisions: [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$$ ] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest]interest [, together with [cumulative] [noncumulative] redemptions at the option of the Issuer Company to retire an additional [$$ ] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are extendable debt securities, insert— Extendable provisions: Designated Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with -year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are floating rate debt securities, insert— Floating rate provisions: Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [month][securities][certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of Interest Differential (the excess, if any, of (i) the then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then current interest yield equivalent plus % of Interest Differential].] Defeasance provisions: Closing location for delivery of Designated Securities: Additional Closing Conditions: Paragraph 7(g) of the Underwriting Agreement should be modified in the event that the Securities are denominated in, indexed to, or principal or interest are paid in, a currency other than the U.S. dollar, more than one currency or in a composite currency. The country or countries issuing such currency should be added to the banking moratorium and hostilities clauses and the following additional clause should be added to the paragraph (the entire paragraph should be restated, as amended):

Redemption Provisions. [No provisions for redemption] [The Designated Securities may be redeemed, otherwise than through the sinking fund, in whole or in part at the option of the IssuerCompany, in the amount of [$$ ] or an integral multiple thereof, [on or after , at the following redemption prices (expressed in percentages of principal amount). If [redeemed on or before , %, and if] redeemed during the 12- 12-month period beginning , Year Redemption Price REDEMPTION YEAR PRICE ---- ----- and thereafter at 100% of their principal amount, together in each case with accrued interest to the redemption date.] [on any interest payment date falling in on or after , , at the election of the IssuerCompany, at a redemption price equal to the principal amount thereof, plus accrued interest to the date of redemption.] [The Securities are redeemable at the option of the Issuer or the Guarantor upon certain changes in United Kingdom [or Scottish] tax law.]] [Other possible redemption provisions, such as mandatory redemption upon occurrence of certain events or redemption for other changes in tax law] [Restriction on refunding] Denominations: [Issued in minimum denominations of $ and in integral multiples of $ in excess thereof.] Day Count Convention: [Actual][Following][Unadjusted] Sinking Fund ProvisionsSINKING FUND PROVISIONS: [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$$ ] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest][, together with [cumulative] [noncumulative] redemptions at the option of the Issuer Company to retire an additional [$$ ] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are extendable debt securities, insert-- EXTENDABLE PROVISIONS: Designated Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with -year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are floating rate debt securities, insert-- FLOATING RATE PROVISIONS: Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [month] [securities][certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of Interest Differential (the excess, if any, of (i) the then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then current interest yield equivalent plus % of Interest Differential].] DEFEASANCE PROVISIONS: CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES: ADDITIONAL CLOSING CONDITIONS: NAMES AND ADDRESSES OF REPRESENTATIVES: Designated Representatives: Address for Notices, etc.: [OTHER TERMS]: ANNEX I Pursuant to Section 6(d) of the Underwriting Agreement, the accountants shall furnish letters to the Underwriters to the effect that:

Redemption Provisions. [No provisions for redemption] [The Designated Securities may be redeemed, otherwise than through the sinking fund, in whole or in part at the option of the IssuerCompany, in the amount of [$$ ] or an integral multiple thereof, [on or after , at the following redemption prices (expressed in percentages of principal amount). If [redeemed on or before , %, and if] redeemed during the 12- 12-month period beginning , Year Redemption Price REDEMPTION YEAR PRICE ---- ---------- and thereafter at 100% of their principal amount, together in each case with accrued interest to the redemption date.] [on any interest payment date falling in on or after , , at the election of the IssuerCompany, at a redemption price equal to the principal amount thereof, plus accrued interest to the date of redemption.] [The Securities are redeemable at the option of the Issuer or the Guarantor upon certain changes in United Kingdom [or Scottish] tax law.]] [Other possible redemption provisions, such as mandatory redemption upon occurrence of certain events or redemption for other changes in tax law] [Restriction on refunding] Denominations[FURTHER ISSUANCES: [Issued We may, at our option, at any time and without the consent of the then existing noteholders issue additional notes in minimum denominations one or more transactions subsequent to the date hereof with terms (other than the issuance date, issue price and, possibly, the first interest payment date) identical to the Designated Securities. These additional notes will be deemed to be part of $ the same series as the Designated Securities and in integral multiples will provide the holders of $ in excess thereofthese additional notes the right to vote together with holders of the Designated Securities.] Day Count Convention: [Actual][Following][Unadjusted] Sinking Fund ProvisionsSINKING FUND PROVISIONS: [No sinking fund provisions] [The Designated Securities are entitled to the benefit of a sinking fund to retire [$$ ] principal amount of Designated Securities on in each of the years through at 100% of their principal amount plus accrued interest]interest [, together with [cumulative] [noncumulative] redemptions at the option of the Issuer Company to retire an additional [$$ ] principal amount of Designated Securities in the years through at 100% of their principal amount plus accrued interest.] [If Designated Securities are extendable debt securities, insert-- EXTENDABLE PROVISIONS: Designated Securities are repayable on , [insert date and years], at the option of the holder, at their principal amount with accrued interest. The initial annual interest rate will be %, and thereafter the annual interest rate will be adjusted on , and to a rate not less than % of the effective annual interest rate on U.S. Treasury obligations with -year maturities as of the [insert date 15 days prior to maturity date] prior to such [insert maturity date].] [If Designated Securities are floating rate debt securities, insert-- FLOATING RATE PROVISIONS: Initial annual interest rate will be % through [and thereafter will be adjusted [monthly] [on each , , and ] [to an annual rate of % above the average rate for -year [month][securities][certificates of deposit] issued by and [insert names of banks].] [and the annual interest rate [thereafter] [from through ] will be the interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills plus % of Interest Differential (the excess, if any, of (i) the then current weekly average per annum secondary market yield for -month certificates of deposit over (ii) the then current interest yield equivalent of the weekly average per annum market discount rate for -month Treasury bills); [from and thereafter the rate will be the then current interest yield equivalent plus % of Interest Differential].] DEFEASANCE PROVISIONS: CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES: ADDITIONAL CLOSING CONDITIONS: Paragraph 7(h) of the Underwriting Agreement should be modified in the event that the Securities are denominated in, indexed to, or principal or interest are paid in, a currency other than the U.S. dollar, more than one currency or in a composite currency. The country or countries issuing such currency should be added to the banking moratorium and hostilities clauses and the following additional clause should be added to the paragraph (the entire paragraph should be restated, as amended):