PHILIP MORRIS INTERNATIONAL INC. EURO MEDIUM TERM NOTE PROGRAMME

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Title: PHILIP MORRIS INTERNATIONAL INC. EURO MEDIUM TERM NOTE PROGRAMME
Date: 3/19/2009
Law Firm: Hunton Williams

PHILIP MORRIS INTERNATIONAL INC. EURO MEDIUM TERM NOTE PROGRAMME, Parties: philip morris international inc.

Exhibit 4.1

EXECUTION COPY

PHILIP MORRIS INTERNATIONAL INC.

EURO MEDIUM TERM NOTE PROGRAMME

ISSUE AND PAYING AGENCY AGREEMENT

CONTENTS


Clause		Page

1.	Interpretation		2

2.	Appointment Of The Agents		7

3.	The Notes		7

4.	Issuance Of Notes		10

5.	Transfers Of Registered Notes		16

6.	Replacement Notes		17

7.	Payments To The Principal Paying Agent		18

8.	Payments To Noteholders		20

9.	Miscellaneous Duties Of The Paying Agents		24

10.	Early Redemption And Exercise Of Options		29

11.	Appointment And Duties Of The Calculation Agent		31

12.	Fees And Expenses		31

13.	Terms Of Appointment		33

14.	Changes In Agents		35

15.	Liability		39

16.	Notices		39

17.	Law And Jurisdiction		40

18.	Modification		41

19.	Counterparts		41

20.	Rights Of Third Parties		41

SCHEDULE 1 The Specified Offices Of The Agents			42

SCHEDULE 2 Form Of Calculation Agent Appointment Letter			43

SCHEDULE 3 Form Of Put Option Notice			45

SCHEDULE 4 Form Of Put Option Receipt			48

SCHEDULE 5 Duties Under The Issuer-Icsds Agreement			50

SCHEDULE 6 Regulations Concerning Transfers And Registration Of Registered Notes			52

THIS AGREEMENT is made on 13 March 2009

BETWEEN :

(1)		PHILIP MORRIS INTERNATIONAL INC. (the “ Issuer ”);

(2)		HSBC PRIVATE BANK (C.I.) LIMITED, Jersey Branch as registrar ( the “Registrar” );

(3)		HSBC BANK PLC as principal paying agent (the “ Principal Paying Agent ”);

(4)		HSBC BANK PLC as transfer agents (the “ Transfer Agents ”);

(5)		HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED as trustee (the “ Trustee ”, which expression includes, where the context admits, all persons for the time being appointed as the trustee or trustees under the Trust Deed).

WHEREAS:

(A)		The Issuer has established a Euro Medium Term Note Programme (the “ Programme ”) for the issuance of notes (the “ Notes ”), in connection with which it has entered into a dealer agreement dated 13 March 2009 (the “ Dealer Agreement ”).

(B)		The Notes will be subject to, and have the benefit of, a trust deed dated 13 March 2009 (the “ Trust Deed ”) and made between the Issuer and the Trustee.

(C)		The Issuer has made applications to the United Kingdom Financial Services Authority (the “ FSA ”) for Notes issued under the Programme to be admitted to listing on the Official List of the FSA and to the London Stock Exchange plc (the “ London Stock Exchange ”) for Notes issued under the Programme to be admitted to trading on the Regulated Market of the London Stock Exchange. Notes may also be issued on the basis that they will not be admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system or that they will be admitted to listing, trading and/or quotation by such other or further competent authorities, stock exchanges and/or quotation systems as may be agreed with the Issuer.

(D)		In connection with the Programme, the Issuer has prepared a base prospectus dated 13 March 2009 which has been approved by the FSA as a base prospectus issued in compliance with Directive 2003/71/EC (the “ Prospectus Directive ”) and relevant implementing measures in the United Kingdom.

(E)		Notes issued under the Programme may be issued either (1) pursuant to the Base Prospectus describing the Programme and Final Terms describing the final terms of the particular Tranche of Notes or (2) pursuant to a prospectus (“ Drawdown Prospectus ”) which relates to a particular Tranche of Notes to be issued under the Programme.

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(F)		The Issuer, the Agents (as defined below) and the Trustee wish to record certain arrangements which they have made in relation to the Notes to be issued under the Programme.

(G)		The Principal Paying Agent is authorised and regulated by the FSA.

IT IS AGREED as follows:

1.		INTERPRETATION

1.1		Definitions

		All terms and expressions which have defined meanings in the Base Prospectus, the Dealer Agreement or the Trust Deed shall have the same meanings in this Agreement except where the context requires otherwise or unless otherwise stated. In addition, in this Agreement the following expressions have the following meanings:

		“ Agents ” means the Paying Agents, the Registrar, the Transfer Agents and any Calculation Agent and “ Agent ” means any one of the Agents;

		“ Base Prospectus ” means the base prospectus prepared in connection with the Programme, as the same may be amended or supplemented from time to time;

		“ Bearer Notes ” means Notes which are specified in their Conditions as being in bearer form:

		“ Calculation Agent ” means, in relation to any Series of Notes, the institution appointed as calculation agent for the purposes of such Notes and named as such in the relevant Final Terms or Drawdown Prospectus (as the case may be) in the case of the Principal Paying Agent, pursuant to Clause 11 ( Appointment and duties of the Calculation Agent ), in the case of a Dealer, pursuant to Clause 8 ( Calculation Agent ) of the Dealer Agreement and, in the case of any other institution pursuant to a letter of appointment in, or substantially in, the form set out in Schedule 2 ( Form of Calculation Agent Appointment Letter ) and, in any case, any successor to such institution in its capacity as such;

		“ CGN Permanent Global Note ” means a Permanent Global Note representing Notes for which the relevant Final Terms or Drawdown Prospectus (as the case may be) specify that the new global note form is not applicable;

		“ CGN Temporary Global Note ” means a Temporary Global Note representing Notes for which the relevant Final Terms or Drawdown Prospectus (as the case may be) specify that the new global note form is not applicable;

		“ Common Safekeeper ” means an ICSD in its capacity as common safekeeper or a person nominated by the ICSDs to perform the role of common safekeeper;

		“ Common Service Provider ” means a person nominated by the ICSDs to perform the role of common service provider;

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		“ Conditions ” has the meaning given in the Base Prospectus except that, in relation to any particular Tranche of Notes, it means the Conditions (as defined in the Base Prospectus) substantially in the form set out in Schedule 1 to the Trust Deed as supplemented, amended and/or replaced by the relevant Final Terms or Drawdown Prospectus (as the case may be), and any reference to a numbered Condition shall be construed accordingly;

		“ FSA ” means the Financial Services Authority of the United Kingdom;

		“ Global Note ” means a CGN Temporary Global Note, a CGN Permanent Global Note, a NGN Temporary Global Note, a NGN Permanent Global Note or a Global Registered Note;

		“ Global Registered Note ” means a Global Registered Note substantially in the form set out in Schedule 3, Part A ( Form of Global Registered Note ) of the Trust Deed;

		“ ICSDs ” means Clearstream, Luxembourg and Euroclear;

		“ Individual Note Certificate ” means a registered note certificate substantially in the form set out in Schedule 3, Part B ( Form of Individual Note Certificate ) of the Trust Deed;

		“ Issuer-ICSDs Agreement ” means the agreement entered into between the Issuer and the ICSDs with respect to the settlement in the ICSDs of Notes in new global note form;

		“ Local Banking Day ” means a day (other than a Saturday or a Sunday) on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in the city in which the Principal Paying Agent has its Specified Office;

		“ Local Time ” means the time in the relevant financial centre of the payment or, in the case of a payment or, in the case of a payment in euro, London time;

		“ Master Global Note ” means a Master Temporary Global Note, a Master Permanent Global Note or a Master Global Registered Note;

		“ Master Global Registered Note ” means a Global Registered Note which is complete except that it requires:

	(a)		a copy of the Final Terms or Drawdown Prospectus (or relevant parts thereof, as the case may be) in respect of the Tranche of Notes to which it will relate to be attached thereto;

	(b)		completion by the Principal Paying Agent, on behalf of the Issuer, as to the details of the Tranche of Notes to which it will relate; and

	(c)		authentication by or on behalf of the Registrar;

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“ Master Permanent Global Note ” means a Permanent Global Note which is complete except that it requires:

	(a)		a copy of the Final Terms or Drawdown Prospectus (or relevant parts thereof, as the case may be) in respect of the Tranche of Notes to which it will relate to be attached thereto;

	(b)		completion by the Principal Paying Agent, on behalf of the Issuer, as to the details of the Tranche of Notes to which it will relate;

	(c)		authentication by or on behalf of the Principal Paying Agent; and

	(d)		in the case of an NGN Permanent Global Note, effectuation by or on behalf of the Common Safekeeper;

“ Master Temporary Global Note ” means a Temporary Global Note which is complete except that it requires:

	(a)		a copy of the Final Terms or Drawdown Prospectus (or relevant parts thereof, as the case may be) in respect of the Tranche of Notes to which it will relate to be attached thereto;

	(b)		completion by the Principal Paying Agent, on behalf of the Issuer, as to the details of the Tranche of Notes to which it will relate;

	(c)		authentication by or on behalf of the Principal Paying Agent; and

	(d)		in the case of an NGN Temporary Global Note, effectuation by or on behalf of the Common Safekeeper;

		“ NGN Permanent Global Note ” means a Permanent Global Note representing Bearer Notes for which the relevant Final Terms or Drawdown Prospectus (as the case may be) specify that the new global note form is applicable;

		“ NGN Temporary Global Note ” means a Temporary Global Note representing Bearer Notes for which the relevant Final Terms or Drawdown Prospectus (as the case may be) specify that the New Global Note form is applicable;

		“ Note Certificate ” means a Global Registered Note and/or an Individual Note Certificate;

		“ Paying Agents ” means the Principal Paying Agent together with any further paying agent appointed under this Agreement and “ Paying Agent ” refers to any of them individually;

		“ Permanent Global Note ” means a Permanent Global Note substantially in the form set out in Schedule 2, Part B ( Form of Permanent Global Note ) to the Trust Deed;

		“ Put Option Notice ” means a notice of exercise relating to the put option contained in Condition 10(f) (Redemption and Purchase - Redemption at the option of Noteholders) ,

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substantially in the form set out in Schedule 3 ( Form of Put Option Notice ) or such other form as may from time to time be agreed between the Issuer, the Principal Paying Agent and the Trustee and distributed to each Paying Agent;

		“ Put Option Receipt ” means a receipt delivered by a Paying Agent in relation to a Definitive Note which is the subject of a Put Option Notice, substantially in the form set out in Schedule 4 ( Form of Put Option Receipt ) or such other form as may from time to time be agreed between the Issuer, the Principal Paying Agent and the Trustee and distributed to each Paying Agent;

		“ Register ” has the meaning set out in Clause 5 ( Transfers of Registered Notes );

		“ Regulations ” means the regulations concerning the transfer of Registered Notes as the same may from time to time be promulgated by the Issuer and approved by the Registrar (the initial regulations being set out in Schedule 6 ( Regulations concerning transfers and registration of Registered Notes );

		“ Replacement Agent ” means the Principal Paying Agent or, in respect of any Tranche of Notes, the Paying Agent named as such in the relevant Final Terms or Drawdown Prospectus (as the case may be);

		“ Required Agent ” means any Paying Agent (which may be the Principal Paying Agent) or Transfer Agent (which expression shall include, for the purposes of this definition only, the Registrar) which is the sole remaining Paying Agent or (as the case may be) Transfer Agent with its Specified Office in any city where a listing authority, stock exchange and/or quotation system by which the Notes are admitted to listing, trading and/or quotation requires there to be a Paying Agent, or, as the case may be, a Transfer Agent;

		“ Specified Office ” of any Agent means the office specified against its name in Schedule 1 ( The Specified Offices of the Agents ) or, in the case of any Agent not originally party hereto, specified in its terms of appointment (or, in the case of a Calculation Agent which is a Dealer, specified for the purposes of Clause 8 ( Calculation Agent ) of the Dealer Agreement) or such other office in the same city or town as such Agent may specify by notice to the Issuer and the other parties hereto in accordance with Clause 14.8 ( Changes in Specified Offices ); and

		“ Temporary Global Note ” means a Temporary Global Note substantially in the form set out in Schedule 2, Part A ( Form of Temporary Global Note ) to the Trust Deed.

1.2		Meaning of outstanding

		For the purposes of this Agreement (but without prejudice to its status for any other purpose), a Note shall be considered to be “outstanding” unless one or more of the following events has occurred:

1.2.1

Redeemed or purchased: it has been redeemed in full, or purchased under Condition 10(i) ( Redemption and Purchase – Purchase ), and in either case has

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			been cancelled in accordance with Condition 10(j) ( Redemption and Purchase - Cancellation );

	1.2.2		Due date: the due date for its redemption in full has occurred and all sums due in respect of such Note (including all accrued interest) have been received by the Principal Paying Agent and remain available for payment;

	1.2.3		Void: all claims for principal and interest in respect of such Note have become void under Condition 16 ( Prescription );

	1.2.4		Replaced: it has been mutilated or defaced, or is alleged to have been lost, stolen or destroyed, and has been replaced pursuant to Condition 17 ( Replacement of Notes and Coupons ); or

	1.2.5		Meetings: for the purposes of Schedule 4 ( Provisions for Meetings of the Noteholders ) to the Trust Deed only, it is held by, or by any person for the benefit of, the Issuer.

1.3		Records

		Any reference in this Agreement to the records of an ICSD shall be to the records that each of the ICSDs holds for its customers which reflect the amount of such customers’ interests in the Notes (but excluding any interest in any Notes of one ICSD shown in the records of another ICSD).

1.4		Clauses and Schedules

		Any reference in this Agreement to a Clause or a sub-clause or a Schedule is, unless otherwise stated, to a clause or a sub-clause hereof or a schedule hereto.

1.5		Principal and interest

		In this Agreement, any reference to principal or interest includes any additional amounts payable in relation thereto under the Conditions.

1.6		Other agreements

		All references in this Agreement to an agreement, instrument or other document (including the Dealer Agreement, the Trust Deed, the Base Prospectus and any Drawdown Prospectus or part thereof shall be construed as a reference to that agreement, instrument or other document as the same may be amended, supplemented, replaced or novated from time to time. In addition, in the context of any particular Tranche of Notes, each reference in this Agreement to the Base Prospectus shall be construed as a reference to the Base Prospectus as supplemented and/or amended by the relevant Final Terms.

1.7		Legislation

		Any reference in this Agreement to any legislation (whether primary legislation or regulations or other subsidiary legislation made pursuant to primary legislation) shall

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be construed as a reference to such legislation as the same may have been, or may from time to time be, amended or re-enacted.

1.8		Headings

		Headings and sub-headings are for ease of reference only and shall not affect the construction of this Agreement.

2.		APPOINTMENT OF THE AGENTS

2.1		Appointment

		The Issuer and, for the purposes of Clause 8.9 ( Agents to act for Trustee ) only, the Trustee, appoints each of the Agents at their respective Specified Offices as its agent in relation to the Notes for the purposes specified in this Agreement and in the Conditions and all matters incidental thereto.

2.2		Acceptance of appointment

		Each of the Agents accepts its appointment as agent of the Issuer and, for the purposes of Clause 8.9 ( Agents to act for Trustee ) only, the Trustee, in relation to the Notes and shall perform all matters expressed to be performed by it in, and otherwise comply with, the Conditions and the provisions of this Agreement and, in connection therewith, shall take all such action as may be incidental thereto.

2.3		Nothing in this Agreement shall require any Agent to assume an obligation of the Issuer arising under any provision of the Listing Rules, Prospectus Rules or Disclosure and Transparency Rules of the FSA (or equivalent rules of any other competent authority).

2.4		Nothing shall require any Agent to carry on an activity of the kind specified by any provision of Part II (other than article 5 ( accepting deposits )) of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001, or to lend money to the Issuer.

2.5		The obligations of the Agents under this Agreement are several and not joint.

3.		THE NOTES

3.1		Temporary and Permanent Global Notes

		Each Temporary Global Note and each Permanent Global Note shall:

3.1.1

Form: be in substantially the form set out in (in the case of a Temporary Global Note) Schedule 2, Part A ( Form of Temporary Global Note ) to the Trust Deed and (in the case of a Permanent Global Note) Schedule 2, Part B ( Form of Permanent Global Note ) to the Trust Deed but with such modifications, amendments and additions as the Relevant Dealer, the Issuer, the Trustee and the Principal Paying Agent shall have agreed;

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	3.1.2		Conditions: have the Conditions attached thereto or incorporated by reference therein;

	3.1.3		Final Terms: have the relevant Final Terms or Drawdown Prospectus (or relevant parts thereof, as the case may be) attached thereto;

	3.1.4		Executed and authenticated: be executed manually or in facsimile by or on behalf of the Issuer or shall be a duplicate of the relevant Master Temporary Global Note or, as the case may be, Master Permanent Global Note supplied by the Issuer under Clause 4.2 ( Master Global Notes ) and, in any case, shall be authenticated manually by or on behalf of the Principal Paying Agent; and

	3.1.5		Effectuated: in the case of an NGN Temporary Global Note or an NGN Permanent Global Note, be effectuated manually by or on behalf of the Common Safekeeper.

3.2		Definitive Notes

		Each Definitive Note shall:

	3.2.1		Form: be in substantially the form (duly completed) set out in Schedule 2, Part C ( Form of Definitive Note ) to the Trust Deed but with such modifications, amendments and additions as the Relevant Dealer, the Issuer, the Trustee and the Principal Paying Agent shall have agreed;

	3.2.2		Security printed: be security printed in accordance with all applicable legal and stock exchange requirements;

	3.2.3		Serial numbers: have a unique certificate or serial number printed thereon;

	3.2.4		Coupons: if so specified in the relevant Final Terms or Drawdown Prospectus (as the case may be), have Coupons attached thereto at the time of its initial delivery;

	3.2.5		Talons: if so specified in the relevant Final Terms or Drawdown Prospectus (as the case may be), have a Talon attached thereto at the time of its initial delivery;

	3.2.6		Conditions: have the Conditions and the relevant Final Terms (or relevant parts thereof) or Drawdown Prospectus (or relevant parts thereof, as the case may be) endorsed thereon, or attached thereto or incorporated by reference therein;

	3.2.7		Executed and authenticated: be executed manually or in facsimile by or on behalf of the Issuer and authenticated manually by or on behalf of the Principal Paying Agent; and

	3.2.8		Format: otherwise be in accordance with the customary practice of, and format used in, the international Eurobond market.

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3.3		Global Registered Notes

		Each Global Registered Note shall:

	3.3.1		Form: be in substantially the form set out in Schedule 3, Part A ( Form of Global Registered Note ) of the Trust Deed but with such modifications, amendments and additions as the Relevant Dealer(s), the Issuer, the Trustee and the Registrar shall have agreed;

	3.3.2		Conditions: have the Conditions attached thereto or incorporated by reference therein:

	3.3.3		Final Terms: have the relevant Final Terms or Drawdown Prospectus (or relevant parts thereof, as the case may be) attached thereto; and

	3.3.4		Executed and authenticated: be executed manually or in facsimile by or on behalf of the Issuer or shall be a duplicate of the relevant Master Global Registered Note supplied by the Issuer under Clause 4.2 ( Master Global Notes ) and, in any case, shall be authenticated manually by or on behalf of the Registrar.

3.4		Individual Note Certificates

		Each Individual Note Certificate shall:

	3.4.1		Form: be in substantially the form set out in Schedule 3, Part B ( Form of Individual Note Certificate ) of the Trust Deed but with such modifications, amendments and additions as the Relevant Dealer(s), the Issuer, the Trustee and the Registrar shall have agreed to be necessary;

	3.4.2		Serial numbers: have a unique certificate or serial number printed thereon;

	3.4.3		Conditions : have the Conditions and the relevant Final Terms (or relevant parts thereof) or Drawdown Prospectus (or relevant parts thereof, as the case may be) endorsed thereon, or attached thereto or incorporated by reference therein;

	3.4.4		Executed and authenticated: be executed manually or in facsimile by or on behalf of the Issuer and authenticated manually by or on behalf of the Registrar.

3.5		Manual signatures

		Each Master Temporary Global Note, Master Permanent Global Note and Master Global Registered Note, if any, will be signed manually by or on behalf of the Issuer. A Master Temporary Global Note, Master Permanent Global Note and Master Global Registered Note may be used provided that the person(s) whose signature(s) appear thereon were/was an authorised signatory/ies at the date of signing such Master Temporary Global Note, Master Permanent Global Note and Master Global Registered

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Note notwithstanding that any such person may, for any reason (including death), have ceased to be such authorised signatory at the time of the creation and issue of the relevant Tranche or the issue and delivery of the relevant Note.

3.6		Facsimile signatures

		Any facsimile signature affixed to a Note may be that of a person who is at the time of the creation and issue of the relevant Tranche an authorised signatory for such purpose of the Issuer notwithstanding that such person may for any reason (including death) have ceased to be such an authorised signatory at the time at which the relevant Note may be delivered.

3.7		Notification

		The Issuer shall promptly notify in writing the Principal Paying Agent and the Registrar of any change in the names of the person or persons whose signatures are to be used.

4.		ISSUANCE OF NOTES

4.1		Issuance procedure

		Upon the conclusion of any Relevant Agreement, the Issuer shall, as soon as practicable but in any event, not later than 5.00 p.m. (Local time) on the third Local Banking Day prior to the proposed Issue Date:

	4.1.1		Confirmation of terms: confirm by fax to the Principal Paying Agent, or, if such Relevant Agreement relates to Registered Notes, the Registrar (copied to the Principal Paying Agent) all such information as the Principal Paying Agent, or, as the case may be, the Registrar may reasonably require to carry out its functions under this Agreement and in particular, whether customary eurobond or medium term note settlement and payment procedures will apply to the relevant Tranche and (if a Master Global Note is to be used), such details as are necessary to enable it to complete a duplicate of the Master Global Note and (if medium term note settlement and payment procedures are to apply) the account of the Issuer to which payment should be made;

	4.1.2		Final Terms: deliver a copy, duly executed, of the Final Terms or Drawdown Prospectus (as the case may be) in relation to the relevant Tranche to the Principal Paying Agent, or, as the case may be, the Registrar (copied to the Principal Paying Agent);

	4.1.3		Global Note: unless a Master Global Note is to be used and the Issuer shall have provided such document to the Principal Paying Agent and/or the Registrar, as the case may be, pursuant to Clause 4.2 ( Master Global Notes ), ensure that there is delivered to the Principal Paying Agent or, as the case may be, Registrar an appropriate Global Note (in unauthenticated (and, if

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applicable, uneffectuated) form but executed on behalf of the Issuer and otherwise complete) in relation to the relevant Tranche.

4.2		Master Global Notes

		The Issuer may, at its option, deliver from time to time to the Principal Paying Agent a stock of Master Temporary Global Notes and Master Permanent Global Notes and/or, to the Registrar, a stock of Master Global Registered Notes.

4.3		Delivery of Final Terms

		The Principal Paying Agent shall, on behalf of the Issuer, where the relevant Notes are to be admitted to listing on the Official List of the FSA and to trading on the London Stock Exchange, deliver a copy of the Final Terms in relation to the relevant Tranche to the FSA and to the London Stock Exchange as soon as practicable but in any event not later than 2.00 p.m. (London time) on the London business day prior to the business day which is the proposed issue date therefor. The Issuer confirms to the Principal Paying Agent that it has submitted to the FSA a letter of appointment (which remains current) designating the Principal Paying Agent as authorised to submit Final Terms to the FSA on behalf of the Issuer and that it has designated the Principal Paying Agent as its nominated representative for the purpose of submitting Final Terms to the London Stock Exchange.

4.4		Authentication, effectuation and delivery of Global Note

		Immediately before the issue of any Global Note, the Principal Paying Agent (or its agent on its behalf) or, as the case may be, the Registrar (or an agent on its behalf, shall authenticate it. Following authentication of any Global Note, the Principal Paying Agent or, as the case may be, the Registrar shall:

4.4.1

Medium term note settlement procedures: in the case of a Tranche of Notes which is not syndicated among two or more Dealers but which is intended to be cleared through a clearing system, on the Local Banking Day immediately preceding its Issue Date deliver the Global Note to the relevant depositary for Euroclear and/or Clearstream, Luxembourg (which in the case of an NGN Temporary Global Note or an NGN Permanent Global Note shall be a specified Common Safekeeper) or to the relevant depositary for such other clearing system as shall have been agreed between the Issuer and the Principal Paying Agent or, as the case may be, the Registrar and:

(a)

instruct the clearing systems to whom (or to whose depositary or Common Safekeeper) such Global Note has been delivered, to credit the underlying Notes represented by such Global Note to the securities account(s) at such clearing systems that have been notified to the Principal Paying Agent or, as the case may be, the Registrar by the Issuer, on a delivery against payment basis or, if specifically agreed between them, on a delivery free of payment basis;

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(b)

in the case of an NGN Temporary Global Note or an NGN Permanent Global Note, instruct the Common Safekeeper to effectuate the Global Note (provided that, if the Principal Paying Agent is the Common Safekeeper, the Principal Paying Agent shall effectuate the Global Note); and

	4.4.2		Eurobond settlement procedures: in the case of a Tranche of Notes which is syndicated among two or more Dealers, at or about the time on the Issue Date specified in the Relevant Agreement deliver the Global Note to, or to the order of, the Mandated Dealer at such place as shall be specified in the Relevant Agreement or such other time, date and/or place as may have been agreed between the Issuer, the Mandated Dealer and the Principal Paying Agent or, as the case may be, the Registrar ( provided that in the case of an NGN Temporary Global Note or an NGN Permanent Global Note it must be delivered to a specified Common Safekeeper together with instructions to the Common Safekeeper to effectuate the Global Note), against the delivery to the Principal Paying Agent (on behalf of the Issuer) of such acknowledgement of receipt as shall be agreed in writing in connection with the closing procedure for the relevant Tranche; or

	4.4.3		Other settlement procedures: otherwise, at such time, on such date, deliver the Global Note to such person and in such place as may have been agreed between the Issuer and the Principal Paying Agent or, as the case may be, the Registrar ( provided that in the case of an NGN Temporary Global Note or an NGN Permanent Global Note it must be delivered to a specified Common Safekeeper together with instructions to the Common Safekeeper to effectuate the Global Note).

4.5		Repayment of advance

		If the Principal Paying Agent should pay an amount (an “ advance ”) to the Issuer in the belief that a payment has been or will be received from a Dealer, and if such payment is not received by the Principal Paying Agent on the date that the Principal Paying Agent pays the Issuer, the Issuer shall forthwith repay the unreimbursed portion of the advance (unless prior to such repayment the payment is received from the Dealer) and shall pay interest on the unreimbursed portion of such amount which shall accrue (as well after as before judgment) on the basis of a year of 365 days (366 days in the case of a leap year) in the case of an advance paid in sterling or 360 days in the case of an advance paid in any other currency and, in either case, the actual number of days elapsed from the date of payment of such advance until the earlier of (i) repayment of the advance or (ii) receipt by the Principal Paying Agent of the payment from the Dealer, and at the rate per annum quoted by the Principal Paying Agent at the time as its cost of funding the advance on normal commercial terms in accordance with usual banking practices and provided that evidence of the basis of such rate is given to the Issuer. For the avoidance of doubt the Principal Paying Agent shall not be obliged to

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pay any amount to or for the Issuer if it has not received satisfactory confirmation from the Relevant Dealer that it is to receive that amount.

4.6		Delivery of Permanent Global Note

		The Issuer shall, in relation to each Tranche of Notes which is represented by a Temporary Global Note which is due to be exchanged for a Permanent Global Note in accordance with its terms, ensure that there is delivered to the Principal Paying Agent not less than five Local Banking Days before the relevant Temporary Global Note becomes exchangeable therefor, the Permanent Global Note (in unauthenticated (and, if applicable, uneffectuated) form, but executed by the Issuer and otherwise complete) in relation thereto unless a Master Permanent Global Note is to be used and the Issuer has provided a Master Permanent Global Note to the Principal Paying Agent pursuant to Clause 4.2 ( Master Global Notes) . The Principal Paying Agent shall authenticate and deliver such Permanent Global Note in accordance with the terms hereof and of the relevant Temporary Global Note and, in the case of an NGN Permanent Global Note, instruct the Common Safekeeper to effectuate the Permanent Global Note.

4.7		Delivery of Definitive Notes

		The Issuer shall, in relation to each Tranche of Notes which is represented by a Global Note which is due to be exchanged for Definitive Notes in accordance with its terms, ensure that there is delivered to the Principal Paying Agent not less than ten Local Banking Days before the relevant Global Note becomes exchangeable therefor, the Definitive Notes (in unauthenticated form but executed by the Issuer and otherwise complete) in relation thereto. The Principal Paying Agent shall authenticate and deliver such Definitive Notes in accordance with the terms hereof and of the relevant Global Note.

4.8		Coupons

		Where any Definitive Notes are to be delivered in exchange for a Global Note, the Principal Paying Agent shall ensure that in the case of Definitive Notes with Coupons attached, such Definitive Notes shall have attached thereto only such Coupons as shall ensure that neither loss nor gain of interest shall accrue to the bearer thereof upon such exchange.

4.9		Duties of Principal Paying Agent, Registrar and Replacement Agent

		Each of the Principal Paying Agent, Registrar and the Replacement Agent shall hold in safe custody all unauthenticated Temporary Global Notes, Permanent Global Notes or Definitive Notes (including any Coupons attached thereto), Global Registered Notes or Individual Note Certificates delivered to it in accordance with this Clause 4 and Clause 6 ( Replacement Notes ) and shall ensure that they (or, in the case of Master Global Notes copies thereof) are authenticated, effectuated (if applicable) and delivered only in accordance with the terms hereof, of the Conditions and, if applicable, the relevant Note. The Issuer shall ensure that each of the Principal Paying Agent, the Registrar and the Replacement Agent holds sufficient Notes, Note Certificates or

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Coupons to fulfil its respective obligations under this Clause 4 and Clause 6 ( Replacement Notes ) and each of the Principal Paying Agent, Registrar and the Replacement Agent undertakes to notify the Issuer if it holds insufficient Notes, Note Certificates or Coupons for such purposes.

4.10		Authority to authenticate and effectuate

		Each of the Principal Paying Agent, the Registrar and the Replacement Agent is authorised by the Issuer to authenticate and, if applicable, effectuate such Temporary Global Notes, Permanent Global Notes, Definitive Notes, Global Registered Notes and Individual Note Certificates as may be required to be authenticated or, as the case may be, effectuated hereunder by the signature of any of their respective officers or any other person duly authorised for the purpose by the Principal Paying Agent, Registrar or (as the case may be) the Replacement Agent.

4.11		Exchange of Temporary Global Note

		On each occasion on which a portion of a Temporary Global Note is exchanged for a portion of a Permanent Global Note or, as the case may be, for Definitive Notes, the Principal Paying Agent shall:

	4.11.1		CGN Temporary Global Note: in the case of a CGN Temporary Global Note, note or procure that there is noted on the Schedule to the CGN Temporary Global Note the aggregate principal amount thereof so exchanged and the remaining principal amount of the CGN Temporary Global Note (which shall be the previous principal amount thereof less the aggregate principal amount so exchanged) and shall procure the signature of such notation on its behalf; and

	4.11.2		NGN Temporary Global Note: in the case of an NGN Temporary Global Note, instruct the ICSDs (in accordance with the provisions of Schedule 5 ( Duties under the Issuer-ICSDs Agreement )) to make appropriate entries in their records to reflect the aggregate principal amount thereof so exchanged and the remaining principal amount of the NGN Temporary Global Note (which shall be the previous principal amount thereof less the aggregate principal amount so exchanged).

		The Principal Paying Agent shall cancel or procure the cancellation of each Temporary Global Note against surrender of which full exchange has been made for a Permanent Global Note or Definitive Notes or, in the case of an NGN Temporary Global Note exchangeable for an NGN Permanent Global Note, instruct the Common Safekeeper to destroy such NGN Temporary Global Note.

4.12		Exchange of Permanent Global Note

		On each occasion on which a portion of a Permanent Global Note is exchanged for Definitive Notes, the Principal Paying Agent shall:

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	4.12.1		CGN Permanent Global Note: in the case of a CGN Permanent Global Note, note or procure that there is noted on the Schedule to the CGN Permanent Global Note the aggregate principal amount thereof so exchanged and the remaining principal amount of the CGN Permanent Global Note (which shall be the previous principal amount thereof less the aggregate principal amount so exchanged) and shall procure the signature of such notation on its behalf; and

	4.12.2		NGN Permanent Global Note: in the case of an NGN Permanent Global Note, instruct the ICSDs (in accordance with the provisions of Schedule 5 ( Duties under the Issuer-ICSDs Agreement )) to make appropriate entries in their records to reflect the aggregate principal amount thereof so exchanged and the remaining principal amount of the NGN Permanent Global Note (which shall be the previous principal amount thereof less the aggregate principal amount so exchanged).

		The Principal Paying Agent shall cancel or procure the cancellation of each Permanent Global Note against surrender of which full exchange has been made for Definitive Notes.

4.13		Exchange of Global Registered Note for Individual Note Certificates

		If the Global Registered Note becomes exchangeable for Individual Note Certificates in accordance with its terms, the Registrar shall authenticate and deliver to each person designated by a Clearing System an Individual Note Certificate in accordance with the terms of this Agreement and the Global Registered Note.

4.14		Delivery of Coupon sheets by Issuer

		The Issuer shall, in relation to any Definitive Notes to which a Talon is attached upon the initial delivery thereof, on each occasion on which a Talon becomes exchangeable for further Coupons, not less than five Local Banking Days before the date on which the final Coupon comprised in any Coupon sheet (which includes a Talon) matures (the “ Talon Exchange Date ”), ensure that there is delivered to the Principal Paying Agent such number of Coupon sheets as may be required in order to enable the Paying Agents to fulfil their obligation under Clause 4.15 ( Delivery of Coupon sheets by Paying Agents ).

4.15		Delivery of Coupon sheets by Paying Agents

		The relevant Paying Agent shall, against the presentation and surrender of any Talon, on or after the Talon Exchange Date in respect of such Talon, deliver a Coupon sheet provided, however, that if any Talon is presented and surrendered for exchange to a Paying Agent and the Replacement Agent has delivered a replacement therefor such Paying Agent shall forthwith notify the Issuer of such presentation and surrender and shall not exchange against the same unless and until it is so instructed by the Issuer. After making such exchange, the Paying Agent shall cancel each Talon surrendered to it and in respect of which a Coupon sheet shall have been delivered and shall (if such

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Paying Agent is not the Principal Paying Agent) deliver the same to the Principal Paying Agent.

4.16		Changes in Dealers

		The Issuer undertakes to notify the Principal Paying Agent and the Registrar of any changes in the identity of the Dealers appointed generally in respect of the Programme and the Principal Paying Agent agrees to notify the other Agents thereof as soon as reasonably practicable thereafter.

4.17		Election of Common Safekeeper

		The Issuer hereby authorises and instructs the Principal Paying Agent to elect an ICSD to be Common Safekeeper for each issue of an NGN Temporary Global Note or an NGN Permanent Global Note in relation to which one of the ICSDs must be Common Safekeeper. From time to time, the Issuer and the Principal Paying Agent may agree to vary this election. The Issuer acknowledges that in connection with the election of either of the ICSDs as Common Safekeeper any such election is subject to the right of the ICSDs to jointly determine that the other shall act as Common Safekeeper in relation to any such issue and agrees that no liability shall attach to the Principal Paying Agent in respect of any such election made by it.

5.		TRANSFERS OF REGISTERED NOTES

5.1		Maintenance of the Register

		The Registrar shall maintain in relation to the Registered Notes a register (the “ Register ”), which shall be kept at its Specified Office in accordance with the Conditions and be made available by the Registrar to the Issuer and the other Agents for inspection and for the taking of copies or extracts therefrom at all reasonable times. The Register shall show the aggregate principal amount, serial numbers and dates of issue of Note Certificates, the names and addresses of the initial Holders thereof and the dates of all transfers to, and the names and addresses of, all subsequent Holders thereof, all cancellations of Note Certificates and all replacements of Note Certificates.

5.2		Registration of Transfers in the Register

		The Registrar shall receive requests for the transfer of Registered Notes in accordance with the Conditions and the Regulations and shall make the necessary entries in the Register.

5.3		Transfer Agents to receive requests for Transfers of Registered Notes

		Each of the Transfer Agents shall receive requests for the transfer of Registered Notes in accordance with the Conditions and the Regulations and assist, if required, in the issue of new Note Certificates to give effect to such transfers and, in particular, upon any such request being duly made, shall promptly notify the Registrar of:

5.3.1

the aggregate principal amount of the Registered Notes to be transferred;

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	5.3.2		the name(s) and addresses to be entered on the Register of the Holder(s) of the new Note Certificate(s) to be issued in order to give effect to such transfer; and

	5.3.3		the place and manner of delivery of the new Note Certificate(s) to be delivered in respect of such transfer,

		and shall forward the Note Certificate(s) relating to the Registered Notes to be transferred (with the relevant form(s) of transfer duly completed) to the Registrar with such notification.

6.		REPLACEMENT NOTES

6.1		Delivery of replacements

		Subject to receipt of sufficient Temporary Global Notes, Permanent Global Notes, Definitive Notes, Coupons, Global Registered Notes and Individual Note Certificates in accordance with Clause 4.9 ( Duties of Principal Paying Agent, Registrar and Replacement Agent ), the Replacement Agent shall, upon and in accordance with the instructions (which instructions may, without limitation, include terms as to the payment of expenses and as to evidence, security and indemnity) of the Issuer but not otherwise, authenticate (if necessary) and deliver a Temporary Global Note, Permanent Global Note, Definitive Note, Coupon, Global Registered Note or Individual Note Certificate, as the case may be, as a replacement for any of the same which has been mutilated or defaced or which has or has been alleged to have been destroyed, stolen or lost provided, however, that :

	6.1.1		Surrender or destruction: no Temporary Global Note, Permanent Global Note, Definitive Note, Coupon, Global Registered Note or Individual Note Certificate, as the case may be, shall be delivered as a replacement for any of the same which has been mutilated or defaced otherwise than against surrender of the same or, in the case of an NGN Temporary Global Note or an NGN Permanent Global Note, appropriate confirmation of destruction from the Common Safekeeper; and

	6.1.2		Effectuation: any replacement NGN Temporary Global Note or NGN Permanent Global Note shall be delivered to the Common Safekeeper together with instructions to effectuate it.

The Replacement Agent shall not issue a replacement for any of the same until the applicant has furnished the Replacement Agent with such evidence and indemnity as the Issuer and/or the Replacement Agent may reasonably require and has paid such costs and expenses as may be incurred in connection with such replacement.

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6.2		Replacements to be numbered

		Each replacement Temporary Global Note, Permanent Global Note, Definitive Note, Coupon, Global Registered Note or Individual Note Certificate delivered hereunder shall bear a unique certificate or (as the case may be) serial number.

6.3		Cancellation of mutilated or defaced Notes

		The Replacement Agent shall cancel each mutilated or defaced Temporary Global Note, Permanent Global Note, Definitive Note, Coupon, Global Registered Note or Individual Note Certificate surrendered to it and in respect of which a replacement has been delivered.

6.4		Notification

		The Replacement Agent shall notify the Issuer and the other Agents of the delivery by it in accordance herewith of any replacement Temporary Global Note, Permanent Global Note, Definitive Note, Coupon, Global Registered Note or Individual Note Certificate specifying the serial number thereof and the certificate or (as the case may be) serial number (if any and if known) of the Note which it replaces and confirming (if such be the case) that the Note which it replaces has been cancelled and (if such is the case) destroyed in accordance with Clause 6.5 ( Destruction) .

6.5		Destruction

		Unless the Issuer instructs otherwise, the Replacement Agent shall destroy each mutilated or defaced Temporary Global Note, Permanent Global Note, Definitive Note, Coupon, Global Registered Note or Individual Note Certificate surrendered to and cancelled by it and in respect of which a replacement has been delivered and shall furnish the Issuer with a certificate as to such destruction specifying the certificate or serial numbers (if any) of the Temporary Global Note, Permanent Global Note, Definitive Notes (distinguishing between different denominations), in numerical sequence and the total number by payment or maturity date of Coupons (distinguishing Talons), Global Registered Note or Individual Note Certificates, so destroyed. In the case of an NGN Temporary Global Note or an NGN Permanent Global Note which has been destroyed by the Common Safekeeper, the Replacement Agent shall furnish the Issuer with a copy of the confirmation of destruction received by it from the Common Safekeeper.

7.		PAYMENTS TO THE PRINCIPAL PAYING AGENT

7.1		Issuer to pay Principal Paying Agent

		In order to provide for the payment of principal and interest in respect of the Notes as the same becomes due and payable, the Issuer shall pay to the Principal Paying Agent, for value by not later than 10.00 a.m. Local Time on the day on which such payment becomes due, an amount equal to the amount of principal and/or (as the case may be) interest falling due in respect of the Notes on such date.

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7.2		Manner and time of payment

		Each amount payable by the Issuer under Clause 7.1 ( Issuer to pay Principal Paying Agent) shall be paid unconditionally by credit transfer in the currency in which the Notes of the relevant Series are denominated or, if different, payable and in immediately available, freely transferable, cleared funds not later than 10.00 a.m. (Local Time) on the relevant day to such account with such bank as the Principal Paying Agent may from time to time by notice to the Issuer (with a copy to the Trustee) have specified for the purpose. The Issuer shall, before 10.00 a.m. (Local Time) on the second Local Banking Day before the due date of each payment by it under Clause 7.1 ( Issuer to pay Principal Paying Agent ), procure that the bank effecting payment for it confirms by tested telex or authenticated SWIFT message to the Principal Paying Agent the payment instructions relating to such payment.

7.3		Exclusion of liens and interest

		The Principal Paying Agent shall be entitled to deal with each amount paid to it under this Clause 7 in the same manner as other amounts paid to it as a banker by its customers provided, however, that :

	7.3.1		Liens: it shall not exercise against the Issuer any lien, right of set-off or similar claim in respect thereof; and

	7.3.2		Interest: it shall not be liable to any person for interest thereon.

7.4		Extension of Credit

		If the Principal Paying Agent agrees to extend credit to the Issuer it will do so on its usual terms as to interest and other charges, unless other terms have been agreed.

7.5		Application by Principal Paying Agent

		The Principal Paying Agent shall apply each amount paid to it hereunder in accordance with Clause 8 ( Payments to Noteholders ) and shall not be obliged to repay any such amount unless the claim for the relevant

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