TRUST DEED RELATING TO A EURO MEDIUM TERM NOTE PROGRAMME

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PHILIP MORRIS INTERNATIONAL INC. | HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED

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Title: TRUST DEED RELATING TO A EURO MEDIUM TERM NOTE PROGRAMME
Governing Law: Virginia Date: 3/19/2009
Law Firm: Hunton Williams

TRUST DEED
RELATING TO A EURO MEDIUM TERM NOTE
PROGRAMME, Parties: philip morris international inc. , hsbc corporate trustee company (uk) limited

Exhibit 4.2

EXECUTION COPY

(1) PHILIP MORRIS INTERNATIONAL INC.

(2) HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED

TRUST DEED
RELATING TO A EURO MEDIUM TERM NOTE
PROGRAMME

CONTENTS


Clause		Page

1.	Definitions and Interpretation		1

2.	Amount and Issue of the Notes		9

3.	Covenant to Repay		11

4.	The Notes		13

5.	Covenant to comply with the Trust Deed		14

6.	Covenants by the Issuer		15

7.	Amendments		18

8.	Enforcement		18

9.	Application of Moneys		19

10.	Terms of Appointment		21

11.	Costs and Expenses		28

12.	Appointment and Retirement		31

13.	Notices		34

14.	Law and Jurisdiction		35

15.	Severability		36

16.	Contracts (Rights of Third parties) Act 1999		36

17.	Counterparts		36

SCHEDULE 1 Terms and Conditions of the Notes			37

SCHEDULE 2 Form of Bearer Notes			63

Part A Form of Temporary Global Note			63

Part B Form of Permanent Global Note			64

Part C Form of Definitive Note			65

Part D Form of Coupon			66

Part E Form of Talon			67

SCHEDULE 3 Form of Registered Notes			68


Part A Form of Global Registered Note					68

Part B Form of Individual Note Certificate					69

SCHEDULE 4 Provisions for Meetings of Noteholders					70

Execution Clauses					82

THIS TRUST DEED is made on 13 March 2009

BETWEEN :

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

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

WHEREAS

(A)		The Issuer has authorised the establishment of a Euro Medium Term Note Programme pursuant to which the Issuer may issue from time to time Notes as set out herein (the “ Programme ”).

(B)		The Trustee has agreed to act as trustee of this Trust Deed on the following terms and conditions.

NOW THIS TRUST DEED WITNESSES AND IT IS HEREBY DECLARED as follows:

1.		DEFINITIONS AND INTERPRETATION

1.1		Definitions

		In this Trust Deed the following expressions have the following meanings:

		“ Agency Agreement ” means, in relation to the Notes of any Series, the agreement dated 13 March 2009 appointing the initial Paying Agents, the Registrar, the Calculation Agent and the Transfer Agents in relation to such Series and any other agreement for the time being in force appointing Successor paying agents or a Successor registrar or a Successor calculation agent or Successor transfer agents in relation to such Series, together with any agreement for the time being in force amending or modifying with the prior written approval of the Trustee any of the aforesaid agreements in relation to such Series;

		“ Agents ” means, in relation to the Notes of any Series, the Principal Paying Agent, the other Paying Agents, the Registrar, the Calculation Agent, the Transfer Agents, or any of them;

		“ Appointee ” means any delegate, agent, nominee or custodian appointed pursuant to the provisions of this Trust Deed;

		“ Authorised Signatory ” means any Director of the Issuer or any other person or persons notified to the Trustee by any such Director as being an Authorised Signatory pursuant to sub-clause 6.1.14 ( Authorised Signatories );

		“ Bearer Note ” means a Note issued in bearer form;

		“ Calculation Agent ” means, in relation to the Notes of any Series, the Principal Paying Agent or such other Person specified in the relevant Final Terms as the party

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responsible for calculating the Rate(s) of Interest and Interest Amount(s) and/or such other amount(s) as may be specified in the relevant Final Terms;

		“ CGN Permanent Global Note ” means a Permanent Global Note representing Notes for which the relevant Final Terms 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 specify that the new global note form is not applicable;

		“ Clearstream, Luxembourg ” means Clearstream Banking, société anonyme;

		“ 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;

		“ Conditions ” means:

	(a)		in relation to the Bearer Notes of any Series, the terms and conditions to be endorsed on, or incorporated by reference in, the Bearer Notes of such Series, in the form set out in Schedule 1 ( Terms and Conditions of the Notes ) hereto or in such other form, having regard to the terms of the Notes of the relevant Series, as may be agreed between the Issuer, the Principal Paying Agent, the Trustee and the relevant Dealer(s) as modified and supplemented by the Final Terms relevant to such Series and includes (without limitation) any Special Conditions, as any of the same may from time to time be modified in accordance with this Trust Deed and any reference in this Trust Deed to a particular numbered Condition shall be construed in relation to the Bearer Notes of such Series accordingly;

	(b)		in relation to the Registered Notes of any Series, the terms and conditions to be endorsed on, or incorporated by reference in, the Note Certificates in respect of such Series, in the form set out in Schedule 1 ( Terms and Conditions of the Notes ) hereto or in such other form, having regard to the terms of the relevant Series, as may be agreed between the Issuer, the Principal Paying Agent, the Trustee and the relevant Dealer(s) as modified and supplemented by the Final Terms relevant to such Series, and includes (without limitation) any Special Conditions as any of the same may from time to time be modified in accordance with the provisions of this Trust Deed and any reference in this Trust Deed to a particular numbered Condition shall be construed in relation to the Registered Notes of such Series accordingly;

“ Contractual Currency ” means, in relation to any payment obligations of any Notes, the currency in which that payment obligation is expressed and, in relation to Clause 11.1 ( Remuneration ), pounds sterling or such other currency as may be agreed between the Issuer and the Trustee from time to time.

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		“ Couponholder ” means the holder of a Coupon and, where Talons for further Coupons are issued, includes the holder of a Talon;

		“ Coupons ” means any bearer interest coupons, substantially in the form set out in Part D of Schedule 2 ( Form of Bearer Notes ) appertaining to the Bearer Notes of any Series or, as the context may require, a specific number thereof and includes any replacement Coupons issued pursuant to Condition 17 ( Replacement of Notes and Coupons ) and, where the context so permits, the Talons appertaining to the Bearer Notes of such Series;

		“ Dealer Agreement ” means the agreement dated 13 March 2009 between the Issuer and the Dealers named therein concerning the issue and subscription of Notes to be issued pursuant to the Programme as amended from time to time or any restatement thereof for the time being in force;

		“ Dealers ” means any person appointed as a Dealer pursuant to the Dealer Agreement including any person the Issuer may appoint as a Dealer pursuant to either clause 13.1.2 ( New Dealer ) or 13.1.3 ( Dealer for a day ) of the Dealer Agreement (and notice of whose appointment has been given to the Principal Paying Agent and the Trustee by the Issuer) but excluding any entity whose appointment has been terminated pursuant to clause 13.1 ( Termination ) of the Dealer Agreement (and notice of whose termination has been given to the Principal Paying Agent and the Trustee by the Issuer) and references to the “ relevant Dealer(s) ” mean, in relation to any Note, the Dealer(s) with whom the Issuer has agreed the issue and subscription of such Note;

		“ Definitive Note ” means a Bearer Note in definitive form;

		“ Director ” means any Director of the Issuer from time to time;

		“ Drawdown Prospectus ” means a prospectus specific to a Tranche of Notes;

		“ Euroclear ” means Euroclear Bank S.A./N.V.;

		“ Event of Default ” means any one of the circumstances described in Condition 14 ( Events of Default );

		“ Extraordinary Resolution ” has the meaning set out in Schedule 4 ( Provisions for Meetings of Noteholders );

		“ Final Terms ” has the meaning ascribed to it in the Dealer Agreement;

		“ Fitch ” means Fitch Ratings Limited;

		“ Fixed Rate Note ” means a Note in respect of which the relevant Final Terms indicate that Condition 6 ( Fixed Rate Note Provisions ) shall apply;

		“ Floating Rate Note ” means a Note in respect of which the relevant Final Terms indicate that Condition 7 ( Floating Rate Note and Index-Linked Note Provisions ) shall apply;

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

		“ Global Registered Note ” means, in relation to any Series of Registered Notes, any Global Registered Note issued or to be issued pursuant to Clause 4.2 ( Global Registered Notes) in or substantially in the form set out in Part A of Schedule 3 ( Form of Registered Notes );

		“ ICSDs ” means Clearstream, Luxembourg and Euroclear;

		“ Individual Note Certificate ” means, in relation to any Series of Registered Notes, any Individual Note Certificate representing a Noteholder’s holding of Notes of such Series, in or substantially in the form set out in Schedule 3 ( Form of Registered Notes );

		“ Issue Date ” has the meaning given to it in the relevant Final Terms;

		“ Interest Commencement Date ” means the Issue Date of the Notes or such other date as may be specified as the Interest Commencement Date in the relevant Final Terms;

		“ Liabilities ” means any loss, damage, cost, charge, claim, demand, expense, judgment, action, proceeding or other liability whatsoever (including, without limitation, in respect of taxes, duties, levies, imposts and other charges) and including any value added tax or similar tax charged or chargeable in respect thereof and legal fees and expenses on a full indemnity basis;

		“ Moody’s ” means Moody’s Investors Service Limited;

		“ NGN Permanent Global Note ” means a Permanent Global Note representing Notes for which the relevant Final Terms specify that the new global note form is applicable;

		“ NGN Temporary Global Note ” means a Temporary Global Note representing Notes for which the relevant Final Terms specify that the new global note form is applicable;

		“ Note Certificate ” means, in relation to any Series, any Global Registered Note or Individual Note Certificate and includes any replacement Note Certificate issued pursuant to Condition 17 ( Replacement of Notes and Coupons );

		“ Noteholder ” and (in relation to a Note) “ Holder ” means, in the case of a Bearer Note, the bearer of a Note or, in the case of a Registered Note, a person in whose name a Note is registered in the Register (or in the case of joint holders, the first named thereof);

		“ Notes ” means the notes of each Series constituted in relation to or by this Trust Deed which shall, in the case of Bearer Notes, be in or substantially in the form set out in Schedule 2 ( Form of Bearer Notes ) and, in the case of Registered Notes, be represented by a Note Certificate in or substantially in the form set out in Schedule 3 ( Form of Registered Notes ) or, as the case may be, a specific number thereof and includes any replacement Notes of such Series issued pursuant to Condition 17 ( Replacement of Notes and Coupons )and (except for the purposes of Clause 4.1 ( Global Notes ) and 4.5

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		( Signature )) each Global Note or Global Registered Note in respect of such Series for so long as it has not been exchanged in accordance with the terms thereof;

		“ outstanding ” means, in relation to the Notes of any Series, all the Notes of such Series other than:

	(a)		those which have been redeemed in accordance with this Trust Deed;

	(b)		those in respect of which the date for redemption in accordance with the provisions of the Conditions has occurred and for which the redemption moneys (including all interest accrued thereon to the date for such redemption) have been duly paid to the Trustee or the Principal Paying Agent in the manner provided for in the Agency Agreement (and, where appropriate, notice to that effect has been given to the Noteholders in accordance with Condition 21 ( Notices )) and remain available for payment in accordance with the Conditions;

	(c)		those which have been purchased and surrendered for cancellation as provided in Condition 10 ( Redemption and Purchase ) and notice of the cancellation of which has been given to the Trustee;

	(d)		those which have become void under Condition 16 ( Prescription ); and

	(e)		in the case of Bearer Notes only:

	(i)		those mutilated or defaced Notes which have been surrendered or cancelled and in respect of which replacement Notes have been issued pursuant to Condition 17 ( Replacement of Notes and Coupons );

	(ii)		(for the purpose only of ascertaining the aggregate nominal amount of Notes outstanding and without prejudice to the status for any other purpose of the relevant Notes) those Notes which are alleged to have been lost, stolen or destroyed and in respect of which replacements have been issued pursuant to Condition 17 ( Replacement of Notes and Coupons );

provided that for each of the following purposes, namely:

	(1)		the right to attend and vote at any meeting of the holders of Notes of any Series;

	(2)		the determination of how many and which Notes of any Series are for the time being outstanding for the purposes of Clauses 8.1 ( Legal Proceedings ) and 7.1 ( Waiver ), Conditions 14 ( Events of Default ) and 19 ( Meetings of Noteholders; Modification and Waiver ) and Schedule 4 ( Provisions for Meetings of Noteholders ); and

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(3)

any discretion, power or authority, whether contained in this Trust Deed or provided by law, which the Trustee is required to exercise in or by reference to the interests of the holders of the Notes of any Series or any of them;

		those Notes (if any) of the relevant Series which are for the time being held by any person (including but not limited to the Issuer or any Subsidiary) for the benefit of the Issuer or any Subsidiary shall (unless and until ceasing to be so held) be deemed not to remain outstanding;

		“ Paying Agents ” means, in relation to the Notes of any Series, the several institutions (including, where the context permits, the Principal Paying Agent) at their respective Specified Offices initially appointed pursuant to the relevant Agency Agreement and/or, if applicable, any Successor paying agents in relation to such Series at their respective Specified Offices;

		“ Permanent Global Note ” means, in relation to any Series, a Global Note to be issued pursuant to Clause 4.1 ( Global Notes ) in the form or substantially in the form set out in Part B of Schedule 2 ( Form of Bearer Notes );

		“ Principal Paying Agent ” means, in relation to the Notes of any Series, the institution at its Specified Office initially appointed as issuing and principal paying agent in relation to such Series pursuant to the relevant Agency Agreement or, if applicable, any Successor principal paying agent in relation to such Series at its Specified Office;

		“ Rating Agencies ” means Standard & Poors, Fitch and Moody’s;

		“ Register ” means the register maintained by the Registrar at its Specified Office;

		“ Registered Note ” means a Note issued in registered form;

		“ Registrar ” means, in relation to the Registered Notes of any Series, the institution at its Specified Office initially appointed as registrar in relation to such Notes pursuant to the relevant Agency Agreement and/or, if applicable, any Successor registrar in relation to such Notes at its Specified Office;

		“ Relevant Date ” has the meaning ascribed to it in Condition 2 ( Interpretation );

		“ repay ” means “ redeem ” and “ repaid ”, “ repayable ”, “ repayment ”, “ redeemed ”, “ redeemable ” and “ redemption ” shall be construed accordingly;

		“ Securities Act ” means the United States Securities Act of 1933, as amended;

		“ Series ” means a Tranche of Notes together with any further Tranche or Tranches of Notes expressed to be consolidated and form a single series with the Notes of the original Tranche and the terms of which are identical (save for the Issue Date and/or the Interest Commencement Date but including as to whether or not the Notes are listed);

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		“ Special Conditions ” means, in relation to any Series of Notes, any provision of the Conditions applicable thereto which does not appear in the form set out in Schedule 1 but which, by comparison with the form set out in Schedule 1 ( Terms and Conditions of the Notes ), is a significant new factor capable of affecting an assessment of the rights attaching to the Notes provided, however, that any information which can only be determined at the time of the issue of the Notes shall not constitute a Special Condition;

		“ Specified Office ” means, in relation to any Agent in respect of any Series, either the office identified with its name in Schedule 1 ( The Specified Offices of the Agents ) of the Agency Agreement or any other office notified to any relevant parties pursuant to the Agency Agreement;

		“ Standard & Poor’s ” means Standard & Poor’s Rating Services, a division of The McGraw Hill Companies, Inc.;

		“ Subsidiary ” means, in relation to any Person (the “ first Person ”) at any particular time, any other Person (the “ second Person ”):

	(i)		whose affairs and policies the first Person controls or has the power to control, whether by ownership of share capital, contract, the power to appoint or remove members of the governing body of the second Person or otherwise; or

	(ii)		whose financial statements are, in accordance with applicable law and generally accepted accounting principles, consolidated with those of the first Person;

		“ Successor ” means, in relation to the Paying Agents, such other or further person as may from time to time be appointed pursuant to the Agency Agreement as a Paying Agent;

		“ Talons ” means any bearer talons appertaining to the Bearer Notes of any Series in or substantially in the form set out in Part E of Schedule 2 ( Form of Bearer Notes ) or, as the context may require, a specific number thereof;

		“ Temporary Global Note ” means, in relation to any Series, a Global Note to be issued pursuant to Clause 4.1 ( Global Notes ) in the form or substantially in the form set out in Part A of Schedule 2 ( Form of Bearer Notes );

		“ this Trust Deed ” means this Trust Deed and the Schedules (as from time to time modified in accordance with the provisions contained herein) and (unless the context requires otherwise) includes any deed or other document executed in accordance with the provisions hereof (as from time to time modified as aforesaid) and expressed to be supplemental hereto;

		“ Tranche ” means all Notes of the same Series issued pursuant to the same Final Terms and having the same Issue Date and Interest Commencement Date;

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		“ Transfer Agents ” means, in relation to the Notes of any Series, the several institutions at their respective Specified Offices initially appointed pursuant to the relevant Agency Agreement and/or, if applicable, any Successor transfer agents in relation to such Series at their respective Specified Offices;

		“ Trustee Acts ” means both the Trustee Act 1925 and the Trustee Act 2000, each of England and Wales;

		“ Written Resolution ” means, in relation to any Series, a resolution in writing signed by or on behalf of all holders of Notes of such Series for the time being outstanding, whether contained in one document or several documents in like form, each signed by or on behalf of one or more such Noteholders;

		“ Zero Coupon Note ” means a Note in respect of which the relevant Final Terms indicate that Condition 8 ( Zero Coupon Note Provisions ) shall apply.

1.2		Principles of interpretation

		In this Trust Deed:

	1.2.1		Statutory modification : a provision of any statute shall be deemed also to refer to any statutory modification or re-enactment thereof or any statutory instrument, order or regulation made thereunder or under such modification or re-enactment;

	1.2.2		Additional amounts : any reference to principal or interest shall be deemed to include the Redemption Amount (as defined in the Conditions), any additional amounts in respect of principal or interest which may be payable under Condition 13 ( Taxation ), any premium payable in respect of a Note and any other amount in the nature of principal or interest payable pursuant to the Conditions;

	1.2.3		Relevant Currency: “relevant currency” shall be construed as a reference to the currency in which payments in respect of the Notes and/or Coupons of the relevant Series are to be made as indicated in the relevant Final Terms;

	1.2.4		Tax : costs, charges or expenses shall include any value added tax or similar tax charged or chargeable in respect thereof;

	1.2.5		Enforcement of rights : an action, remedy or method of judicial proceedings for the enforcement of rights of creditors shall include, in respect of any jurisdiction other than England, references to such action, remedy or method of judicial proceedings for the enforcement of rights of creditors available or appropriate in such jurisdictions as shall most nearly approximate thereto;

	1.2.6		Clauses and Schedules : a Schedule or a Clause, sub-clause, paragraph or sub-paragraph is, unless otherwise stated, to a schedule hereto or a clause, sub-clause, paragraph or sub-paragraph hereof respectively;

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	1.2.7		Clearing systems : Euroclear and/or Clearstream, Luxembourg shall, wherever the context so admits, be deemed to include references to any additional or alternative clearing system approved by the Issuer and the Trustee;

	1.2.8		Trust corporation: a trust corporation denotes a corporation entitled by rules made under the Public Trustee Act 1906 to act as a custodian trustee or entitled pursuant to any other legislation applicable to a trustee in any jurisdiction other than England to act as trustee and carry on trust business under the laws of the country of its incorporation; and

	1.2.9		Gender : words denoting the masculine gender shall include the feminine gender also, words denoting individuals shall include companies, corporations and partnerships, words importing the singular number shall include the plural and, in each case, vice versa .

	1.2.10		Records : any reference 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); and

	1.2.11		Drawdown Prospectus : each reference to Final Terms shall, in the case of a series of Notes which is the subject of a Drawdown Prospectus be read and construed as a reference to the final terms of the Notes set out in such Drawdown Prospectus.

1.3		The Conditions

		In this Trust Deed, unless the context requires or the same are otherwise defined, words and expressions defined in the Conditions and not otherwise defined herein shall have the same meaning in this Trust Deed.

1.4		Headings

		The headings and sub-headings are for ease of reference only and shall not affect the construction of this Trust Deed.

1.5		The Schedules

		The schedules are part of this Trust Deed and shall have effect accordingly.

2.		AMOUNT AND ISSUE OF THE NOTES

2.1		Amount of the Notes

		The Notes will be issued in Series in an unlimited aggregate nominal amount. The Notes may be issued up to the aggregate principal amount of Notes from time to time authorised by resolution of the Board of Directors of the Issuer.

2.2		Prior to each Issue Date

		By not later than 3.00 p.m. (London time) on the fourth business day in London (which for this purpose shall be a day on which commercial banks are open for business in

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London) (“ London Business Day ”) preceding each proposed Issue Date, the Issuer shall:

	2.2.1		deliver or cause to be delivered to the Trustee a draft of the relevant Final Terms and, if applicable, notify the Trustee of any proposed changes to the draft Final Terms delivered to the Trustee; and

	2.2.2		notify the Trustee in writing without delay of the Issue Date and the nominal amount of the Notes of the relevant Tranche.

		If no Special Conditions apply to the relevant Tranche or, as the case may be, the relevant Series of Notes, the Trustee shall not be required in any case to approve such Final Terms. In any other case, the Trustee shall be deemed to have approved the relevant Final Terms or any proposed changes notified to the Trustee in accordance with Clause 2.2.1 ( Prior to each Issue Date ) if it has not objected in writing to all or any of the terms thereof within two London Business Days of the Trustee receiving them provided however that if the Trustee indicates as soon as practicable after receipt of any draft Final Terms or any proposed changes to any draft Final Terms within such period that it does not approve of the provisions of the relevant Final Terms or the relevant changes then the Tranche or, as the case may be, the Series of Notes relating to such Final Terms shall not be issued until such time as the Trustee shall so approve the relevant Final Terms. In considering whether to approve any Final Terms, the Trustee shall consider only whether the Final Terms contain any significant new factors capable of affecting the rights, liabilities or obligations of the Trustee in its personal capacity and not the commercial terms of the Notes proposed to be issued pursuant to such Final Terms.

2.3		Constitution of Notes

		Upon the issue of the Temporary Global Note, in the case of Bearer Notes, or the Note Certificate, in the case of Registered Notes, initially representing the Notes of any Tranche, such Notes shall become constituted by this Trust Deed without further formality.

2.4		Further legal opinions

		Before the first issue of Notes occurring after each anniversary of this Trust Deed, on each occasion when a legal opinion is delivered to a Dealer(s) pursuant to clause 5.11 ( Legal Opinions ) of the Dealer Agreement and on such other occasions as the Trustee may request in connection with its approval of any Final Terms under Clause 2.2 ( Prior to each Issue Date ) above, the Issuer will procure at its cost that further legal opinions in such form and with such content as the Trustee may require from the legal advisers specified in the Dealer Agreement or in the relevant jurisdiction approved by the Trustee are delivered to the Trustee provided that the Trustee shall not be required to approve, and shall be deemed to accept, the applicable legal opinions if there are no Special Conditions opined upon therein. In each such case, receipt by the Trustee of the relevant opinion shall be a condition precedent to the issue of Notes pursuant to this Trust Deed.

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3.		COVENANT TO REPAY

3.1		Covenant to repay

		The Issuer covenants with the Trustee that it shall, as and when the Notes of any Series or any of them become due to be redeemed or any principal on the Notes of any Series or any of them becomes due to be repaid in accordance with the Conditions, unconditionally pay or procure to be paid to or to the order of the Trustee in immediately available freely transferable funds in the relevant currency the principal amount of the Notes of such Series or any of them becoming due for payment on that date and shall (subject to the provisions of the Conditions and except in the case of Zero Coupon Notes), until all such payments (both before and after judgment or other order) are duly made, unconditionally pay or procure to be paid to or to the order of the Trustee as aforesaid on the dates provided for in the Conditions interest on the principal amount (or such other amount as may be specified in the Final Terms or, in the case of Instalment Notes, on each instalment of principal) of the Notes or any of them of such Series outstanding from time to time as set out in the Conditions (subject to Clause 3.3 ( Interest on Floating Rate Notes following Event of Default )) provided that :

	3.1.1		every payment of principal or interest in respect of such Notes or any of them made to the Principal Paying Agent, or as the case may be, the Registrar in the manner provided in the Agency Agreement shall satisfy, to the extent of such payment, the relevant covenant by the Issuer contained in this Clause except to the extent that there is default in the subsequent payment thereof to the relevant Noteholders or Couponholders (as the case may be) in accordance with the Conditions;

	3.1.2		if any payment of principal or interest in respect of such Notes or any of them is made after the due date, payment shall be deemed not to have been made until either the full amount is paid to the relevant Noteholders or Couponholders (as the case may be) or, if earlier, the seventh day after notice has been given to the relevant Noteholders in accordance with the Conditions that the full amount has been received by the Principal Paying Agent, the Registrar or the Trustee except, in the case of payment to the Principal Paying Agent, or, as the case may be, the Registrar, to the extent that there is failure in the subsequent payment to the Noteholders or Couponholders (as the case may be) under the Conditions; and

3.1.3

in any case where payment of the whole or any part of the principal amount (or in the case of Instalment Notes, instalment thereof) due in respect of any Note is improperly withheld or refused upon due presentation of the relevant Note or (if so provided for in the Conditions) the relevant Note Certificate interest shall accrue on the whole or such part of such principal amount (except in the case of Zero Coupon Notes) from the date of such withholding or refusal until the date either on which such principal amount due is paid to the relevant Noteholders (as the case may be) or, if earlier, the seventh day after which notice is given to the relevant Noteholders in accordance with the

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Conditions that the full amount payable in respect of the said principal amount is available for collection by the relevant Noteholders provided that on further due presentation of the relevant Note or (if so provided for in the Conditions) the relevant Note Certificate such payment is in fact made.

		The Trustee will hold the benefit of this covenant and the covenant in Clause 5 ( Covenant to comply with the Trust Deed ) on trust for the Noteholders in accordance with their respective interests.

3.2		Following an Event of Default

		At any time after any Event of Default shall have occurred, the Trustee may:

3.2.1

by notice in writing to the Issuer, the Principal Paying Agent and the other Agents require the Principal Paying Agent and the other Agents or any of them:

	(a)		to act thereafter, until otherwise instructed by the Trustee, as Agents of the Trustee under the provisions of this Trust Deed on the terms provided in the Agency Agreement (with consequential amendments as necessary and save that the Trustee’s liability under any provisions thereof for the indemnification, remuneration and payment of out-of-pocket expenses of the Agents shall be limited to amounts for the time being held by the Trustee on the trusts of this Trust Deed in relation to the Notes on the terms of this Trust Deed and available to the Trustee for such purpose) and thereafter to hold all Notes, Coupons and Talons and all sums, documents and records held by them in respect of Notes, Coupons and Talons on behalf of the Trustee; and/or

	(b)		to deliver up all Notes, Coupons and Talons and all sums, documents and records held by them in respect of Notes, Coupons and Talons to the Trustee or as the Trustee shall direct in such notice provided that such notice shall be deemed not to apply to any document or record which the relevant Agent is obliged not to release by any law or regulation; and

3.2.2

by notice in writing to the Issuer require the Issuer to make all subsequent payments in respect of Notes, Coupons and Talons to or to the order of the Trustee and, with effect from the issue of any such notice until such notice is withdrawn, proviso 3.1.1 to Clause 3.1 ( Covenant to repay ) and (so far as it concerns payments by the Issuer) Clause 9.4 ( Payments to Noteholders and Couponholders ) shall cease to have effect.

3.3		Interest on Floating Rate Notes following Event of Default

		If Floating Rate Notes become immediately due and repayable under Condition 14 ( Events of Default ) the rate and/or amount of interest payable in respect of them will be calculated at the same intervals as if such Notes had not become due and repayable, the first of which will commence on the expiry of the Interest Period (as defined in the Conditions) during which the Notes become so due and repayable in accordance with

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Condition 14 ( Events of Default ) (with consequential amendments as necessary) except that the rates of interest need not be published.

3.4		Currency of payments

		All payments in respect of, under and in connection with this Trust Deed and the Notes to the relevant Noteholders, and Couponholders shall be made in the relevant currency as required by the Conditions.

3.5		Separate Series

		The Notes of each Series shall form a separate Series of Notes and accordingly, unless for any purpose the Trustee in its absolute discretion shall otherwise determine, all the provisions of this Trust Deed shall apply mutatis mutandis separately and independently to the Notes of each Series and in such Clauses and Schedule the expressions “ Notes ”, “ Noteholders ”, “ Coupons ”, “ Couponholders ” and “ Talons ” shall be construed accordingly.

4.		THE NOTES

4.1		Global Notes

	4.1.1		The Bearer Notes of each Tranche will initially be together represented by a Temporary Global Note. Each Temporary Global Note shall be exchangeable, after the expiration of 40 days after the date of issue of such Temporary Global Note, in accordance with its terms, for interests in a Permanent Global Note or Definitive Notes, subject to the relevant Final Terms.

	4.1.2		Each Permanent Global Note shall be exchangeable, in accordance with its terms, for Definitive Notes.

	4.1.3		All Global Notes shall be prepared, completed and delivered to a common depositary for Clearstream, Luxembourg and Euroclear or, as the case may be, a Common Safekeeper in accordance with the Dealer Agreement or to another depositary in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, in accordance with the Agency Agreement. The relevant Final Terms shall be annexed to each Global Note.

4.2

Global Registered Notes

	4.2.1		The Registered Notes of each Tranche will initially be together represented by a Global Registered Note.

	4.2.2		Interests in the Global Registered Note shall be exchangeable, in accordance with their terms, for Individual Note Certificates.

4.3		Definitive Notes

		Definitive Notes will be security printed in accordance with applicable legal and stock exchange requirements substantially in the form set out in Part C of Schedule 2 ( Form of Bearer Notes ). Any Coupons and Talons will also be security printed in accordance

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with the same requirements and will be attached to the Definitive Notes at the time of issue. Definitive Notes will be endorsed with the Conditions.

4.4		Individual Note Certificates

		Individual Note Certificates will be security printed in accordance with applicable legal and stock exchange requirements substantially in the form set out in Part B of Schedule 3 ( Form of Registered Notes ). Individual Note Certificates will be endorsed with the Conditions.

4.5		Signature

		The Global Notes, the Definitive Notes and the Note Certificates may be executed in any way permitted under the Agency Agreement. Global Notes, the Definitive Notes and Note Certificates so executed, duly authenticated and, if applicable duly effectuated will be binding and valid obligations of the Issuer.

4.6		Entitlement to treat holder as owner

		The Issuer, the Trustee and any Agent may deem and treat the holder of any Bearer Note, Note Certificate Coupon or Talon as the absolute owner of such Bearer Note or Note Certificate Coupon or Talon, free of any equity, set-off or counterclaim on the part of the Issuer against the original or any intermediate holder of such Bearer Note or Note Certificate Coupon or Talon (whether or not such Bearer Note, Coupon or Talon or the Registered Note represented by such Note Certificate shall be overdue and notwithstanding any notation of ownership or other writing thereon or any notice of previous loss or theft of such Bearer Note, Note Certificate Coupon or Talon) for all purposes and, except as ordered by a court of competent jurisdiction or as required by applicable law, the Issuer, the Trustee and the Paying Agent shall not be affected by any notice to the contrary. All payments made to any such holder shall be valid and, to the extent of the sums so paid, effective to satisfy and discharge the liability for the moneys payable upon the Notes.

5.		COVENANT TO COMPLY WITH THE TRUST DEED

5.1		Covenant to comply with the Trust Deed

		The Issuer covenants with the Trustee to comply with those provisions of this Trust Deed and the Conditions which are expressed to be binding on it and to perform and observe the same. The Notes and the Coupons are subject to the provisions contained in this Trust Deed, all of which shall be binding upon the Issuer, the Noteholders, the Couponholders and all persons claiming through or under them respectively.

5.2		Trustee may enforce Conditions

		The Trustee shall itself be entitled to enforce the obligations of the Issuer under the Notes and the Conditions as if the same were set out and contained in this Trust Deed which shall be read and construed as one document with the Notes.

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6.		COVENANTS BY THE ISSUER

		The Issuer covenants with the Trustee that, so long as any of the Notes remain outstanding, it will:

	6.1.1		Event of Default : give notice in writing to the Trustee forthwith upon becoming aware of any Event of Default and without waiting for the Trustee to take any further action;

	6.1.2		Certificate of Compliance : provide to the Trustee within 10 days of any request by the Trustee and at the time of the despatch to the Trustee of its annual balance sheet and profit and loss account, and in any event not later than 180 days after the end of its financial year, a certificate in the English language, signed by two Authorised Signatories of the Issuer certifying that up to a specified date not earlier than seven days prior to the date of such certificate (the “ Certified Date ”) the Issuer has complied with its obligations under this Trust Deed (or, if such is not the case, giving details of the circumstances of such non-compliance) and that as at such date there did not exist nor had there existed at any time prior thereto since the Certified Date in respect of the previous such certificate (or, in the case of the first such certificate, since the date of this Trust Deed) any Event of Default or other matter which could affect the Issuer’s ability to perform its obligations under this Trust Deed or (if such is not the case) specifying the same;

	6.1.3		Financial statements : ensure that the Issuer’s financial statements (i) are publicly disclosed by the Issuer (in the case of annual financial statements, not more than 180 days after the end of each financial year) and (ii) include an annual balance sheet and profit and loss account. So long as the Issuer’s financial statements are publicly disclosed, the Trustee, the Principal Paying Agent, the Noteholders and Couponholders shall be deemed to have received such financial statements (for the purposes of this Clause 6.1.3, the financial statements shall be deemed publicly disclosed at the time such financial statements are filed with the United States Securities and Exchange Commission through its Interactive Data Electronic Applications system), provided however that , in the event that the Issuer’s financial statements are not publicly disclosed, the Issuer covenants that it shall send to the Trustee and the Principal Paying Agent as soon as practicable after their due date of publication and, in the case of annual financial statements, in any event not more than 180 days after the end of each financial year, two copies in the English language of such financial statements and procure that the same are made available for public inspection by Noteholders and Couponholders at the Specified Offices of the Paying Agents as soon as practicable thereafter;

	6.1.4		Information : so far as permitted by applicable law, at all times give to the Trustee such information, opinions, certificates and other evidence as it shall require and in such form as it shall require (including, without limitation, the certificates called for by the Trustee pursuant to Clause 6.1.2 ( Certificate of

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Compliance )) for the performance of its functions, although this Clause shall not require the Issuer to disclose to the Trustee any information that constitutes unpublished, price sensitive information;

	6.1.5		Notes held by Issuer : send to the Trustee as soon as possible but, in any event, not more than 2 London Business Days after being so requested in writing by the Trustee a certificate of the Issuer (signed on its behalf by two Authorised Signatories) setting out the aggregate principal amount of Notes of each Series which at the date of such certificate are held by or for the benefit of the Issuer or any Subsidiary;

	6.1.6		Execution of further Documents : so far as permitted by applicable law, at all times execute all such further documents and do all such further acts and things as may be necessary at any time or times in the opinion of the Trustee to give effect to the provisions of this Trust Deed;

	6.1.7		Notices to Noteholders : send or procure to be sent to the Trustee not less than three London Business Days prior to the date of publication, for the Trustee’s approval (such approval not to be unreasonably withheld), one copy of each notice to be given to the Noteholders in accordance with the Conditions and not publish such notice without such approval and, upon publication, send to the Trustee two copies of such notice (such approval, unless so expressed, not to constitute approval of such notice for the purpose of Section 21 of the Financial Services and Markets Act 2000). For the purposes of approving any notice, the Trustee shall be deemed to have approved the notice if it has not objected in writing to all or any of the terms thereof within three London Business Days of the Trustee receiving such notice from the Issuer;

	6.1.8		Notification of non-payment : use its reasonable endeavours to procure that the Principal Paying Agent notifies the Trustee forthwith in the event that it does not, on or before the due date for payment in respect of the Notes, or Coupons of any Series or any of them receive unconditionally the full amount in the relevant currency of the moneys payable on such due date on all such Notes, or Coupons;

	6.1.9		Notification of late payment : in the event of the unconditional payment to the Principal Paying Agent or the Trustee of any sum due in respect of any of the Notes, or the Coupons or any of them being made after the due date for payment thereof, forthwith upon written request by the Trustee give notice to the Noteholders that such payment has been made;

	6.1.10		Notification of redemption or payment : not less than the number of days specified in the relevant Condition prior to the redemption or payment date in respect of any Note, or Coupon give to the Trustee notice in writing of the amount of such redemption or payment pursuant to the Conditions and duly proceed to redeem or pay such Notes, or Coupons accordingly;

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	6.1.11		Tax or optional redemption: without prejudice to the rights of the Trustee in Condition 10 ( Redemption and Purchase ), if the Issuer gives notice to the Trustee that it intends to redeem the Notes pursuant to Condition 10 ( Redemption and Purchase ) the Issuer shall, prior to giving such notice to the Noteholders, provide such information to the Trustee as the Trustee requires in order to satisfy itself of the matters referred to in such Condition;

	6.1.12		Change of taxing jurisdiction : if before the Relevant Date for any Note or Coupon the Issuer shall become subject generally to the taxing jurisdiction of any territory or any political sub-division thereof or any authority therein or thereof having power to tax other than or in addition to the United States of America, as soon as practicable upon becoming aware thereof notify the Trustee of such event and (unless the Trustee otherwise agrees) enter as soon as practicable into a trust deed supplemental hereto, giving to the Trustee an undertaking or covenant in form and manner satisfactory to the Trustee in terms corresponding to the terms of Condition 13 ( Taxation ) with the substitution for (or, as the case may be, the addition to) the references therein to the United States of America of references to that other or additional territory to whose taxing jurisdiction, or that of a political subdivision thereof or an authority therein or thereof, the Issuer shall have become subject as aforesaid, such trust deed also to modify Condition 13 ( Taxation ) so that such Condition shall make reference to that other or additional territory;

	6.1.13		Listing : use reasonable endeavours to maintain the admission to listing, trading and/or quotation of the Notes of each Series by the relevant competent authority and/or stock exchange on which they are admitted to listing and/or trading on issue as indicated in the relevant Final Terms or, if it is unable to do so having used its reasonable endeavours or if the maintenance of such listing is agreed by the Trustee to be unduly burdensome or impractical, use reasonable endeavours to obtain and maintain admission to listing and/or trading of the Notes on such other competent authority and/or stock exchange as the Issuer may (with the approval of the Trustee) decide and give notice of the identity of such other competent authority and/or stock exchange to the Noteholders;

	6.1.14		Authorised Signatories : upon the execution hereof and thereafter forthwith upon any change of the same, deliver to the Trustee (with a copy to the Principal Paying Agent) a list of the Authorised Signatories of the Issuer, together with certified specimen signatures of the same; and

	6.1.15		Payments : pay moneys payable by it to the Trustee hereunder without set off, counterclaim, deduction or withholding, unless otherwise compelled by law and in the event of any deduction or withholding compelled by law pay such additional amount as will result in the payment to the Trustee of the amount which would otherwise have been payable by it to the Trustee hereunder.

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7.		AMENDMENTS

7.1		Waiver

		The Trustee may, without any consent or sanction of the Noteholders or Couponholders and without prejudice to its rights in respect of any subsequent breach, condition, event or act, from time to time and at any time, but only if and in so far as in its opinion the interests of the Noteholders shall not be materially prejudiced thereby, authorise or waive, on such terms and conditions (if any) as shall seem expedient to it, any breach or proposed breach of any of the covenants or provisions contained in this Trust Deed, the Conditions or the Notes, or Coupons or determine that any Event of Default shall not be treated as such for the purposes of this Trust Deed; any such authorisation, waiver or determination shall be binding on the Noteholders and the Couponholders and, if, but only if, the Trustee shall so require, the Issuer shall cause such authorisation, waiver or determination to be notified to the Noteholders as soon as practicable thereafter in accordance with the Conditions; provided that the Trustee shall not exercise any powers conferred upon it by this Clause in contravention of any express direction by an Extraordinary Resolution or of a request in writing made by the holders of not less than 25 per cent. in aggregate principal amount of the Notes then outstanding (but so that no such direction or request shall affect any authorisation, waiver or determination previously given or made) or so as to authorise or waive any such breach or proposed breach relating to any of the matters the subject of the Reserved Matters as specified and defined in Schedule 4 ( Provisions for Meetings of Noteholders ).

7.2		Modifications

		The Trustee may from time to time and at any time without any consent or sanction of the Noteholders or Couponholders concur with the Issuer in making (a) any modification to this Trust Deed (other than in respect of Reserved Matters as specified and defined in Schedule 4 ( Provisions for Meetings of Noteholders ) or any provision of this Trust Deed referred to in that specification), the Conditions or the Notes which in the opinion of the Trustee it may be proper to make provided the Trustee is of the opinion that such modification will not be materially prejudicial to the interests of the Noteholders or (b) any modification to this Trust Deed, the Conditions or the Notes if in the opinion of the Trustee such modification is of a formal, minor or technical nature or made to correct a manifest error. Any such modification shall be binding on the Noteholders and the Couponholders and, unless the Trustee otherwise agrees, the Issuer shall cause such modification to be notified to the Noteholders as soon as practicable thereafter in accordance with the Conditions.

8.		ENFORCEMENT

8.1		Legal proceedings

		The Trustee may at any time, at its discretion and without further notice, institute such proceedings against the Issuer as it may think fit to recover any amounts due in respect of such Notes which are unpaid or to enforce any of its rights under this Trust Deed or the Conditions but it shall not be bound to take any such proceedings unless (a) it shall have been so directed by an Extraordinary Resolution or so requested in writing by the

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holders of at least 25% in principal amount of the outstanding Notes and (b) it shall have been indemnified and/or secured to its satisfaction against all liabilities, proceedings, claims and demands to which it may thereby become liable and all costs, charges and expenses which may be incurred by it in connection therewith and provided that the Trustee shall not be held liable for the consequence of taking any such action and may take such action without having regard to the effect of such action on individual Noteholders or Couponholders. Only the Trustee may enforce the provisions of the Notes or this Trust Deed and no Noteholder or Couponholder shall be entitled to proceed directly against the Issuer unless the Trustee, having become bound so to proceed, fails to do so within a reasonable time and such failure is continuing.

8.2		Evidence of default

		If the Trustee (or any Noteholder or Couponholder where entitled under this Trust Deed so to do) makes any claim, institutes any legal proceeding or lodges any proof in a winding up or insolvency of the Issuer under this Trust Deed or under the Notes, proof therein that:

	8.2.1		as regards any specified Note the Issuer has made default in paying any principal due in respect of such Note shall (unless the contrary be proved) be sufficient evidence that the Issuer has made the like default as regards all other Notes in respect of which a corresponding payment is then due; and

	8.2.2		as regards any specified Coupon the Issuer has made default in paying any interest due in respect of such Coupon shall (unless the contrary be proved) be sufficient evidence that the Issuer has made the like default as regards all other Coupons in respect of which a corresponding payment is then due; and

	8.2.3		as regards any Talon, the Issuer has made default in exchanging such Talon for further Coupons and a further Talon as provided by its terms shall (unless the contrary be proved) be sufficient evidence that the Issuer has made the like default as regards all other Talons which are then available for exchange;

		and for the purposes of 8.2.1 and 8.2.2 a payment shall be a “corresponding” payment notwithstanding that it is due in respect of a Note of a different denomination from that in respect of the above specified Note.

9.		APPLICATION OF MONEYS

9.1		Application of moneys

		All moneys received by the Trustee in respect of the Notes of any Series or amounts payable under this Trust Deed will despite any appropriation of all or part of them by the Issuer (including any moneys which represent principal or interest in respect of Notes or Coupons which have become void under the Conditions) be held by the Trustee on trust to apply them (subject to Clause 9.2 ( Investment of moneys ):

9.1.1

first, in payment or satisfaction of those costs, charges, expenses and liabilities incurred by the Trustee in the preparation and execution of the trusts of this Trust Deed (including remuneration of the Trustee);

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	9.1.2		secondly, in or towards payment pari passu and rateably of all interest remaining unpaid in respect of the Notes of the relevant Series and all principal moneys due on or in respect of the Notes of that Series provided that where the Notes of more than one Series become so due and payable, such monies shall be applied as between the amounts outstanding in respect of the different Series pari passu and rateably (except where, in the opinion of the Trustee, such monies are paid in respect of a specific Series or several specific Series, in which event such monies shall be applied solely to the amounts outstanding in respect of that Series or those Series respectively); and

	9.1.3		thirdly, the balance (if any) in payment to the Issuer.

9.2		Investment of moneys

		If the amount of the moneys at any time available for payment of principal and interest in respect of the Notes of any Series under Clause 9.1 ( Application of moneys ) shall be less than a sum sufficient to pay at least one-tenth of the principal amount of the Notes of such Series then outstanding, the Trustee may, at its discretion, invest such moneys in accordance with Clause 9.3 ( Authorised Investments ) with power from time to time, with like discretion, to vary such investments; and such investment with the resulting income thereof may be accumulated until the accumulations together with any other funds for the time being under the control of the Trustee and available for the purpose shall amount to a sum sufficient to pay at least one-tenth of the principal amount of the Notes of such Series then outstanding and such accumulation and funds (after deduction of any taxes and any other deductibles applicable thereto) shall then be applied in the manner set out in Clause 9.1 ( Application of Moneys ).

9.3		Authorised Investments

		All monies paid by the Issuer to the Trustee in respect of any payment of interest or principal on Notes or otherwise for the account of Noteholders shall be held by the Trustee in cash in a designated account in the Trustee’s name, in the currency of payment of the Notes to which it relates or in a similar account with such other financial institution as the Issuer may designate in writing.

9.4		Payment to Noteholders and Couponholders

		The Trustee shall give notice to the Noteholders in accordance with the Conditions of the date fixed for any payment under Clause 9.1 ( Application of Moneys ). Any payment to be made in respect of the Notes or Coupons of any Series by the Issuer or the Trustee may be made in the manner provided in the Conditions, the Agency Agreement and this Trust Deed and any payment so made shall be a good discharge to the extent of such payment by the Issuer or the Trustee (as the case may be).

9.5		Production of Notes, Coupons and Note Certificates

		Upon any payment under Clause 9.4 ( Payment to Noteholders and Couponholders) of principal or interest, the Note, Coupon or Note Certificate in respect of which such payment is made shall, if the Trustee so requires, be produced to the Trustee or the Paying Agent by or through whom such payment is made and the Trustee shall:

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	9.5.1		in respect of a Bearer Note or Coupon, (a) in the case of part payment, enface or cause such Paying Agent to enface a memorandum of the amount and date of payment thereon (or, in the case of part payment of an NGN Temporary Global Note or an NGN Permanent Global Note cause the Principal Paying Agent to procure that the ICSDs make appropriate entries in their records to reflect such payment) or (b) in the case of payment in full, cause such Bearer Note or Coupon to be surrendered or shall cancel or procure the same to be cancelled and shall certify or procure the certification of such cancellation; and

	9.5.2		in respect of a Registered Note, (a) in the case of part payment, require the Registrar to make a notation in the Register of the amount and date of payment or (b) in the case of payment in full, cause the relevant Note Certificate to be surrendered or shall cancel or procure the same to be cancelled and shall certify or procure the certification of such cancellation.

9.6		Holders of Bearer Notes to be treated as holding all Coupons

		Wherever in this Trust Deed the Trustee is required or entitled to exercise a power, trust, authority or discretion under this Trust Deed, the Trustee shall, notwithstanding that it may have express notice to the contrary, assume that each holder of Bearer Notes is the holder of all Coupons and Talons appertaining to each Bearer Note of which he is the holder.

10.		TERMS OF APPOINTMENT

		By way of supplement to the Trustee Acts, it is expressly declared as follows:

10.1		Reliance on Information

	10.1.1		Advice : The Trustee may in relation to this Trust Deed act on the opinion or advice of or a certificate or any information obtained from any lawyer, banker, valuer, surveyor, broker, auctioneer, accountant or other expert (whether obtained by the Trustee, the Issuer, any Subsidiary or any Agent) and which advice or opinion may be provided on such terms (including as to limitations on liability) as the Trustee may consider in its sole discretion to be consistent with prevailing market practice with regard to advice or opinions of that nature and shall not be responsible for any Liability occasioned by so acting; any such opinion, advice, certificate or information may be sent or obtained by letter, telegram, telex, cablegram or facsimile transmission and the Trustee shall not be liable for acting in good faith on any opinion, advice, certificate or information purporting to be so conveyed although the same shall contain some error or shall not be authentic;

	10.1.2		Certificate of Authorised Signatories : the Trustee may call for and shall be at liberty to accept a certificate signed by two Authorised Signatories of the Issuer or other person duly authorised on its behalf as to any fact or matter prima facie within the knowledge of the Issuer as sufficient evidence thereof and a like certificate to the effect that any particular dealing, transaction or

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step or thing is, in the opinion of the person so certifying expedient, as sufficient evidence that it is expedient and the Trustee shall not be bound in any such case to call for further evidence or be responsible for any Liability that may be occasioned by its failing so to do;

	10.1.3		Resolution or direction of Noteholders : the Trustee shall not be responsible for acting in good faith upon any resolution purporting to be a Written Resolution or to have been passed at any meeting of the Noteholders in respect whereof minutes have been made and signed or a direction of a specified percentage of Noteholders, even though it may subsequently be found that there was some defect in the constitution of the meeting or the passing of the resolution or the making of the directions or that for any reason the resolution purporting to be a Written Resolution or to have been passed at any Meeting or the making of the directions was not valid or binding upon the Noteholders and the Couponholders (provided that the Trustee did not, prior to acting, have actual knowledge of such matter);

	10.1.4		Reliance on certification of clearing system : the Trustee may call for any certificate or other document issued by Euroclear, Clearstream, Luxembourg or any other relevant clearing system in relation to any matter. Any such certificate or other document shall, in the absence of manifest error, be conclusive and binding for all purposes. Any such certificate or other document may comprise any form of statement or print out of electronic records provided by the relevant clearing system (including Euroclear’s EUCLID or Clearstream, Luxembourg’s Cedcom system) in accordance with its usual procedures and in which the holder of a particular principal or nominal amount of the Notes is clearly identified together with the amount of such holding. The Trustee shall not be liable to any person by reason of having accepted as valid or not having rejected any such certificate or other document purporting to be issued by Euroclear or Clearstream, Luxembourg or any other relevant clearing system and subsequently found to be forged or not authentic;

	10.1.5		Noteholders as a class : whenever in this Trust Deed the Trustee is required in connection with any exercise by the Trustee of any of its powers, trusts, authorities or discretions to have regard to the interests of the Noteholders, it shall have regard to the interests of the relevant Noteholders as a class but shall not have regard to any interests arising from circumstances particular to individual Noteholders or Couponholders and in particular, but without prejudice to the generality of the foregoing, shall not have regard to the consequences of such exercise for any individual Noteholders or Couponholders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory;

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	10.1.6		Trustee not responsible for investigations : the Trustee shall not be responsible for, or for investigating any matter which is the subject of, any recital, statement, representation, warranty or covenant of any person contained in this Trust Deed, the Notes or any other agreement or document relating to the transactions herein or therein contemplated or for the execution, legality, effectiveness, adequacy, genuineness, validity, enforceability or admissibility in evidence thereof;

	10.1.7		No Liability as a result of the delivery of a certificate : the Trustee shall have no Liability whatsoever for any loss, cost, damages or expenses directly or indirectly suffered or incurred by the Issuer, any Noteholder, Couponholder or any other person as a result of the delivery by the Trustee to the Issuer of a certificate as to material prejudice pursuant to Condition 14 ( Events of Default ) on the basis of an opinion formed by it in good faith;

	10.1.8		No obligation to monitor : the Trustee shall be under no obligation to monitor or supervise the functions of any other person under the Notes or any other agreement or document relating to the transactions herein or therein contemplated and shall be entitled, in the absence of actual knowledge of a breach of obligation, to assume that each such person is properly performing and complying with its obligations;

	10.1.9		Notes held by the Issuer : in the absence of knowledge or express notice to the contrary, the Trustee may assume without enquiry (other than requesting a certificate of the Issuer under sub-clause 6.1.5 ( Notes held by Issuer ), that no Notes are for the time being held by or for the benefit of the Issuer or its Subsidiaries;

	10.1.10		Forged Notes : the Trustee shall not be liable to the Issuer or any Noteholder or Couponholder by reason of having accepted as valid or not having rejected any Bearer Note or Coupon as such and subsequently found to be forged or not authentic;

	10.1.11		Entry on the Register : the Trustee shall not be liable to the Issuer or any Noteholder by reason of having accepted as valid or not having rejected any entry on the Register later found to be forged or not authentic and can assume for all purposes in relation hereto that any entry on the Register is correct;

	10.1.12		Events of Default : the Trustee shall not be bound to give notice to any person of the execution of this Trust Deed or to take any steps to ascertain whether any Event of Default has happened and, until it shall have actual knowledge or express notice to the contrary, the Trustee shall be entitled to assume that no such Event of Default has happened and that the Issuer is observing and performing all the obligations on its part contained in the Notes and Coupons and under this Trust Deed and no event has happened as a consequence of which any of the Notes may become repayable;

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	10.1.13		Legal Opinions: the Trustee shall not be responsible to any person for failing to request, require or receive any legal opinion relating to any Notes or for checking or commenting upon the content of any such legal opinion;

	10.1.14		Trustee not Responsible: the Trustee shall not be responsible for the execution, delivery, legality, effectiveness, adequacy, genuineness, validity, enforceability or admissibility in evidence of this Trust Deed or any other document relating thereto and shall not be liable for any failure to obtain any rating of Notes (where required), any licence, consent or other authority for the execution, delivery, legality, effectiveness, adequacy, genuineness, validity, performance, enforceability or admissibility in evidence of this Trust Deed or any other document relating thereto. In addition the Trustee shall not be responsible for the effect of the exercise of any of its powers, duties and discretions hereunder;

	10.1.15		Freedom to Refrain: notwithstanding anything else herein contained, the Trustee may refrain from doing anything which would or might in its opinion be contrary to any law of any jurisdiction or any directive or regulation of any agency or any state of which would or might otherwise render it liable to any person and may do anything which is, in its opinion, necessary to comply with any such law, directive or regulation; and

	10.1.16		Right to Deduct or Withhold: notwithstanding anything contained in this Trust Deed, to the extent required by any applicable law, if the Trustee is or will be required to make any deduction or withholding from any distribution or payment made by it hereunder or if the Trustee is or will be otherwise charged to, or is or may become liable to, tax as a consequence of performing its duties hereunder whether as principal, agent or otherwise, and whether by reason of any assessment, prospective assessment or other imposition of liability to taxation of whatsoever nature and whensoever made upon the Trustee, and whether in connection with or arising from any sums received or distributed by it or to which it may be entitled under this Trust Deed (other than in connection with its remuneration as provided for herein) or any investments or deposits from time to time representing the same, including any income or gains arising therefrom or any action of the Trustee in connection with the trusts of this Trust Deed (other than the remuneration herein specified) or otherwise, then the Trustee shall be entitled to make such deduction or withholding or, as the case may be, to retain out of sums received by it an amount sufficient to discharge any liability to tax which relates to sums so received or distributed or to discharge any such other liability of the Trustee to tax from the funds held by the Trustee upon the trusts of this Trust Deed.

10.2

Trustee’s powers and duties

10.2.1

Trustee’s determination : The Trustee may determine whether or not a default in the performance or observance by the Issuer of any obligation under the

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provisions of this Trust Deed or contained in the Notes or Coupons is capable of remedy and/or materially prejudicial to the interests of the Noteholders and if the Trustee shall certify that any such default is, in its opinion, not capable of remedy and/or materially prejudicial to the interests of the Noteholders such certificate shall be conclusive and binding upon the Issuer, the Noteholders and the Couponholders;

	10.2.2		Determination of questions : the Trustee as between itself and the Noteholders and the Couponholders shall have full power to determine all questions and doubts arising in relation to any of the provisions of this Trust Deed and every such determination, whether made upon a question actually raised or implied in the acts or proceedings of the Trustee, shall be conclusive and shall bind the Trustee, the Noteholders and the Couponholders;

	10.2.3		Trustee’s discretion : the Trustee shall (save as expressly otherwise provided herein) as regards all the trusts, powers, authorities and discretions vested in it by this Trust Deed or by operation of law have absolute and uncontrolled discretion as to the exercise or non-exercise thereof and the Trustee shall not be responsible for any Liability that may result from the exercise or non-exercise thereof in accordance with this Trust Deed but, whenever the Trustee is under the provisions of this Trust Deed bound to act at the request or direction of the Noteholders, the Trustee shall nevertheless not be so bound unless first indemnified and/or provided with security to its satisfaction against all actions, proceedings, claims and demands to which it may render itself liable and all costs, charges, damages, expenses and liabilities which it may incur by so doing;

	10.2.4		Trustee’s consent : any consent given by the Trustee for the purposes of this Trust Deed may be given on such terms and subject to such conditions (if any) as the Trustee may require;

	10.2.5		Conversion of currency : where it is necessary or desirable for any purpose in connection with this Trust Deed to convert any sum from one currency to another it shall (unless otherwise provided by this Trust Deed or required by law) be converted at such rate(s) of exchange, in accordance with such method and as at such date for the determination of such rate(s) of exchange as may be specified by the Trustee in its absolute discretion as relevant and any rate of exchange, method and date so specified shall be binding on the Issuer, the Noteholders and the Couponholders;

	10.2.6		Application of proceeds : the Trustee shall not be responsible for the receipt or application by the Issuer of the proceeds of the issue of the Notes, the exchange of any Temporary Global Note for any Permanent Global Note or Definitive Notes, the exchange of any Permanent Global Note for Definitive Notes, the exchange of any Global Registered Note for Individual Note Certificates or the delivery of any Note, Coupon or Note Certificate to the persons entitled to them;

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	10.2.7		Error of judgment : save in cases of wilful default, negligence or fraud by the Trustee and/or its directors, officers or employees and provided that the Trustee has exercised reasonable care and adopted prudent practices and has followed the terms of this Trust Deed with respect to the investment of moneys, the Trustee shall not be liable for any error of judgment made in good faith by any officer or employee of the Trustee assigned by the Trustee to administer its corporate trust matters;

	10.2.8		Agents : the Trustee may, in the conduct of the trusts of this Trust Deed instead of acting personally, employ and pay an agent on any terms, whether or not a lawyer or other professional person, to transact or conduct, or concur in transacting or conducting, any business and to do or concur in doing all acts required to be done by the Trustee (including the receipt and payment of money) and, provided that it has exercised reasonable care and adopted prudent practices in relation to the appointment of such agent, the Trustee shall not be responsible for any loss, liability, expense, demand, cost, claim or proceedings incurred by reason of the misconduct, omission or default on the part of any person appointed by it hereunder or be bound to supervise the proceedings or acts of any such person (save that the Trustee will not employ any agents unless in its opinion it is reasonable and necessary to do so);

	10.2.9		Delegation : the Trustee may, in the execution and exercise of all or any of the trusts, powers, authorities and discretions vested in it by this Trust Deed, act by responsible officer(s) for the time being of the Trustee and the Trustee may also whenever it thinks fit, whether by power of attorney or otherwise, delegate to any person(s) or fluctuating body of persons (whether being a joint trustee of this Trust Deed or not) all or any of the trusts, powers, authorities and discretions vested in it by this Trust Deed and any such delegation may be made upon such terms and conditions and subject to such regulations (including power to sub-delegate with the consent of the Trustee) as the Trustee may think fit in the interests of the Noteholders and the Trustee shall not be bound to supervise the proceedings or acts of and, provided that it has exercised reasonable care and adopted prudent practices in relation to the appointment of such person, shall not in any way or to any extent be responsible for any loss, liability, expense, demand, cost, claim or proceedings incurred by reason of the misconduct, omission or default on the part of such delegate or sub-delegate (save that the Trustee will not act by power of attorney or delegate to any person(s) unless in its opinion it is reasonable and necessary to do so);

	10.2.10		Custodians and nominees: the Trustee may appoint and pay any person to act as a custodian or nominee who shall be a bank or entity whose business includes safe custody of documents on any terms in relation to such assets of the trust as the Trustee may determine, including for the purpose of depositing with a custodian this Trust Deed or any document relating to the trust created hereunder and, provided that it has exercised reasonable care in relation to the

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appointment of such custodian or nominee, the Trustee shall not be responsible for any loss, liability, expense, demand, cost, claim or proceedings incurred by reason of the misconduct, omission or default on the part of any person appointed by it hereunder or be bound to supervise the proceedings or acts of any such person; the Trustee is not obliged to appoint a custodian if the Trustee invests in securities payable to bearer (save that the Trustee will not appoint a custodian or nominee unless in its opinion it is reasonable and necessary to do so);

	10.2.11		Confidential information : the Trustee shall not (unless required by law or ordered so to do by a court of competent jurisdiction) be required to disclose to any Noteholder or Couponholder confidential information or other information made available to the Trustee by the Issuer in connection with this Trust Deed and no Noteholder or Couponholder shall be entitled to take any action to obtain from the Trustee any such information; and

	10.2.12		Maintenance of rating: the Trustee shall not be responsible for the maintenance of any ratings.

10.3

Financial matters

	10.3.1		Professional charges : any trustee being a banker, lawyer, broker or other person engaged in any profession or business shall be entitled to charge and be paid all usual and properly incurred professional and other charges for business transacted and acts done by him or his partner or firm on matters arising in connection with the trusts of this Trust Deed and also his properly incurred charges in addition to disbursements for all other work and business done and all time spent by him or his partner or firm on matters arising in connection with this Trust Deed, including matters which might or should have been attended to in person by a trustee not being a banker, lawyer, broker or other professional person;

	10.3.2		Expenditure by the Trustee : nothing contained in this Trust Deed shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties or the exercise of any right, power, authority or discretion hereunder if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it; and

	10.3.3		Trustee may enter into financial transactions with the Issuer : no Trustee and no director or officer of any corporation being a Trustee hereof shall by reason of the fiduciary position of such Trustee be in any way precluded from making any contracts or entering into any transactions in the ordinary course of business with the Issuer or any Subsidiary, or any person or body corporate directly or indirectly associated with the Issuer or any Subsidiary, or from accepting the trusteeship of any other debenture stock, debentures or securities of the Issuer or any Subsidiary or any person or body corporate directly or indirectly associated with the Issuer or any Subsidiary, and neither the Trustee

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nor any such director or officer shall be accountable to the Noteholders, the Couponholders, the Issuer or any Subsidiary, or any person or body corporate directly or indirectly associated with the Issuer or any Subsidiary, for any profit, fees, commissions, interest, discounts or share of brokerage earned, arising or resulting from any such contracts or transactions and the Trustee and any such director or officer shall also be at liberty to retain the same for its or his own benefit.

10.4

Disapplication

Section 1 of the Trustee Act 2000 shall not apply to the duties of the Trustee in relation to the trusts constituted by this Trust Deed. Where there are any inconsistencies between the Trustee Acts and the provisions of this Trust Deed, the provisions of this Trust Deed shall, to the extent allowed by law, prevail and, in the case of any such inconsistency with the Trustee Act 2000, the provisions of this Trust Deed shall constitute a restriction or exclusion for the purposes of that Act.

10.5

Trustee Liability

Subject to Section 750 of the Companies Act 2006 (which shall for the purposes of determining the liability of the Trustee under this Trust Deed be deemed to apply to the Trustee) and notwithstanding anything to the contrary in this Trust Deed, the Notes or the Agency Agreement, the Trustee shall not be liable to any person for any matter or thing done or omitted in any way in connection with or in relation to this Trust Deed, the Notes or the Agency Agreement save in relation to the negligence, wilful default or fraud of the Trustee or any of its directors, officers or employees.

11.

COSTS AND EXPENSES

11.1

Remuneration:

	11.1.1		Normal remuneration: The Issuer shall pay to the Trustee remuneration for its services as trustee as from the date of this Trust Deed, such remuneration to be at such rate as may from time to time be agreed in writing between the Issuer and the Trustee. Such remuneration shall be payable in advance on the anniversary of the date hereof in each year and the first payment shall be made on the date hereof. Such remuneration shall accrue from day to day and be payable (in priority to payments to the Noteholders or Couponholders up to and including the date when, all the Notes having become due for redemption, the redemption moneys and interest thereon to the date of redemption have been paid to the Principal Paying Agent or the Trustee, provided that if upon due presentation (if required pursuant to the Conditions) of any Note or Note Certificate or any cheque, payment of the moneys due in respect thereof is improperly withheld or refused, remuneration will commence again to accrue).

	11.1.2		Extra remuneration: In the event of the occurrence of an Event of Default or the Trustee considering it expedient or necessary or being requested by the Issuer to undertake duties which the Trustee and the Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the

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Trustee under this Trust Deed, the Issuer shall pay to the Trustee such additional remuneration as shall be agreed in writing in advance between them.

	11.1.3		Value added tax: The Issuer shall in addition pay to the Trustee an amount equal to the amount of any value added tax or similar tax chargeable in respect of its remuneration under this Trust Deed.

	11.1.4		Failure to agree: In the event of the Trustee and the Issuer failing to agree:

(a)

(in a case to which sub-clause 11.1.1 ( Normal remuneration ) applies) upon the amount of the remuneration; or

(b)

(in a case to which sub-clause 11.1.2 ( Extra remuneration ) applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under this Trust Deed, or upon such additional remuneration;

such matters shall be determined by a merchant bank (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the Issuer or, failing such approval, nominated (on the application of the Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such merchant bank being payable by the Issuer) and the determination of any such merchant bank shall be final and binding upon the Trustee and the Issuer.

	11.1.5		Expenses : The Issuer shall also pay or discharge all costs, charges and expenses properly incurred by the Trustee in relation to the preparation and execution of, the exercise of its powers and the performance of its duties under, and in any other manner in relation to, this Trust Deed, including but not limited to legal and travelling expenses and any stamp, issue, registration, documentary and other taxes or duties paid or payable by the Trustee in connection with any action taken or contemplated by or on behalf of the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose in relation to, this Trust Deed.

	11.1.6		Indemnity : The Issuer shall indemnify the Trustee (a) in respect of all liabilities and proper expenses incurred by it or by any Appointee or other person appointed by it to whom any trust, power, authority or discretion may be delegated by it in the execution or purported execution of the trusts, powers, authorities or discretions vested in it by this Trust Deed and (b) against all liabilities, actions, proceedings, costs, claims and demands in respect of any matter or thing done or omitted in any way relating to this Trust Deed provided that it is expressly stated that Clause 10.5 ( Trustee Liability ) shall apply in relation to these provisions.

	11.1.7		Payment of amounts due: All amounts due and payable pursuant to sub clauses 11.1.5 ( Expenses ) and 11.1.6 ( Indemnity ) shall be payable by the Issuer on the

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date specified in a written demand by the Trustee; the rate of interest applicable to such payments shall be two per cent. per annum above the base rate from time to time of HSBC Bank plc and interest shall accrue:

	(a)		in the case of payments made by the Trustee prior to the date of the demand, from the date on which the payment was made or such later date as specified in such demand provided such demand is made within 14 days from the date on which the payment was made;

	(b)		in the case of payments made by the Trustee on or after the date of the demand, from the date specified in such demand, which date shall not be a date earlier than the date such payments are made.

	11.1.8		Apportionment of expenses : The Trustee shall apportion the costs, charges, expenses and liabilities incurred by the Trustee in the preparation and execution of the trusts of this Trust Deed (including remuneration of the Trustee) between the several Series of Notes in such manner and in such amounts as it shall, in its absolute discretion, consider appropriate.

	11.1.9		Discharges : Unless otherwise specifically stated in any discharge of this Trust Deed the provisions of this Clause 11.1 ( Remuneration ) shall continue in full force and effect notwithstanding such discharge.

	11.1.10		Payments: All payments to be made by the Issuer to the Trustee under this Trust Deed shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within any relevant jurisdiction or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law. In that event, the Issuer shall pay such additional amounts as would have been received by it had no such withholding or deduction been required.

11.2		Stamp duties

		The Issuer will pay all stamp duties, registration taxes, capital duties and other similar duties or taxes (if any) payable on (a) the constitution and issue of the Notes, (b) the initial delivery of the Notes, (c) any action taken by the Trustee (or any Noteholder or Couponholder where permitted or required under this Trust Deed so to do) to enforce the provisions of the Notes or this Trust Deed and (d) the execution of this Trust Deed. If the Trustee (or any Noteholder or Couponholder where permitted under this Trust Deed so to do) shall take any proceedings against the Issuer in any other jurisdiction and if for the purpose of any such proceedings this Trust Deed or any Note, or Note Certificate is taken into any such jurisdiction and any stamp duties or other duties or taxes become payable thereon in any such jurisdiction, the Issuer will pay (or reimburse the person making payment of) such stamp duties or other duties or taxes (including penalties).

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11.3

Exchange rate indemnity

	11.3.1		Currency of Account and Payment : The Contractual Currency is the sole currency of account and payment for all sums payable by the Issuer under or in connection with this Trust Deed, the Notes and the Coupons including damages;

	11.3.2		Extent of Discharge : An amount received or recovered in a currency other than the Contractual Currency (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the winding up or dissolution of the Issuer or otherwise) by the Trustee or any Noteholder or Couponholder in respect of any sum expressed to be due to it from the Issuer will only discharge the Issuer to the extent of the Contractual Currency amount which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so); and

	11.3.3		Indemnity : If that Contractual Currency amount is less than the Contractual Currency amount expressed to be due to the recipient under this Trust Deed or the Notes or the Coupons, the Issuer will indemnify it against any Liability sustained by it as a result. In any event, the Issuer will indemnify the recipient against the cost of making any such purchase.

11.4

Indemnities separate

The indemnities in this Clause 11 ( Costs and Expenses ) constitute separate and independent obligations from the other obligations in this Trust Deed, will give rise to separate and independent causes of action, will apply irrespective of any indulgence granted by the Trustee and/or any Noteholder or Couponholder and will continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any sum due under this Trust Deed or the Notes or the Coupons or any other judgment or order. Any such Liability as referred to in sub-clause 11.3.3 ( Indemnity ) shall be deemed to constitute a Liability suffered by the Trustee and, (if the Liability is in respect of amounts due and payable to Noteholders or Couponholders), the Noteholders and the Couponholders and no proof or evidence of any actual Liability shall be required by the Issuer or its liquidator or liquidators. The indemnities in this Clause 11 ( Costs and Expenses ) relate to moneys owed to the Trustee for its own account. The indemnities in Clauses 11.2 ( Stamp Duties ) and 11.3.3 ( Indemnity ) shall only extend to the Noteholders and Couponholders in circumstances where the Trustee having become bound to take proceedings on their behalf fails to do so and the Noteholders and Couponholders have brought proceedings directly against the Issuer (pursuant to Clause 8.1 ( Legal Proceedings )).

12.

APPOINTMENT AND RETIREMENT

12.1		Appointment of Trustees

		The power of appointing new trustees of this Trust Deed shall be vested in the Issuer but (subject to the provisions of Clause 12.8 ( Trustee failure ) no person shall be

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appointed who shall not previously have been approved by an Extraordinary Resolution of the Noteholders. A trust corporation may be appointed sole trustee hereof but subject thereto there shall be at least two trustees hereof one at least of which shall be a trust corporation. Any appointment of a new trustee hereof shall as soon as practicable thereafter be notified by the Issuer to the Agents and the Noteholders. The Noteholders shall together have the power, exercisable by Extraordinary Resolution, to remove any trustee or trustees for the time being hereof. The removal of any trustee shall not become effective unless there remains a trustee hereof (being a trust corporation) in office after such removal.

12.2		Co-trustees

		Notwithstanding the provisions of Clause 12.1 ( Appointment of Trustees ), the Trustee may, upon giving prior notice to the Issuer but without the consent of the Issuer or the Noteholders or the Couponholders, appoint any person established or resident in any jurisdiction (whether a trust corporation or not) to act either as a separate trustee or as a co-trustee jointly with the Trustee:

	12.2.1		if the Trustee considers such appointment to be in the interests of the Noteholders or the Couponholders; or

	12.2.2		for the purposes of conforming to any legal requirements, restrictions or conditions in any jurisdiction in which any particular act or acts are to be performed; or

	12.2.3		for the purposes of obtaining a judgment in any jurisdiction or the enforcement in any jurisdiction either of a judgment already obtained or of this Trust Deed.

12.3		Attorneys

		The Issuer hereby irrevocably appoints the Trustee to be its attorney in its name and on its behalf to execute any such instrument of appointment. Such a person shall (subject always to the provisions of this Trust Deed) have such trusts, powers, authorities and discretions (not exceeding those conferred on the Trustee by this Trust Deed) and such duties and obligations as shall be conferred on such person or imposed by the instrument of appointment. The Trustee shall have power in like manner to remove any such person. Such proper remuneration as the Trustee may pay to any such person, together with any attributable costs, charges and expenses incurred by it in performing its function as such separate trustee or co-trustee, shall for the purposes of this Trust Deed be treated as costs, charges and expenses incurred by the Trustee.

12.4		Retirement of Trustees

		Any Trustee for the time being of this Trust Deed may retire at any time upon giving not less than three calendar months’ notice in writing to the Issuer without assigning any reason therefore and without being responsible for any costs occasioned by such retirement. The retirement of any Trustee shall not become effective unless there remains a trustee hereof (being a trust corporation) in office after such retirement. The Issuer hereby covenants that in the event of the only trustee hereof which is a trust corporation giving notice under this Clause it shall use its reasonable endeavours to

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procure the appointment of a new trustee, being a trust corporation and if the Issuer has not procured the appointment of a new trustee within 30 days of the expiry of the Trustee notice referred to in this Clause 12.4 ( Retirement of Trustees ), the Trustee shall be entitled to procure the appointment of a new trustee forthwith.

12.5		Competence of a majority of Trustees

		Whenever there shall be more than two trustees hereof the majority of such trustees shall (provided such majority includes a trust corporation) be competent to execute and exercise all the trusts, powers, authorities and discretions vested by this Trust Deed in the Trustee generally.

12.6		Powers additional

		The powers conferred by this Trust Deed upon the Trustee shall be in addition to any powers which may from time to time be vested in it by general law or as the holder of any of the Notes or the Coupons.

12.7		Merger

		Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Clause, without the execution or filing of any paper or any further act on the part of any of the parties hereto.

12.8		Trustee Failure

		If at any time the Trustee shall suffer an Adverse Event (as defined below) then the Issuer (at the Issuer’s expense) may remove the Trustee with immediate effect, provided that the Issuer has first identified a Successor Trustee (as defined below) and the Successor Trustee has accepted its appointment under this Trust Deed. If at any time the Issuer reasonably believes that it is reasonably likely that the Trustee will suffer an Adverse Effect (as defined below) then the Issuer (at the Issuer’s expense) may, subject to having first obtained approval from the Noteholders by way of an Extraordinary Resolution in accordance with the provisions of this Trust Deed, remove the Trustee with immediate effect, provided that the Issuer has first identified a Successor Trustee (as defined below) and the Successor Trustee has accepted its appointment under this Trust Deed. As soon as practicable following such removal, the Trustee shall transfer all monies (if any) held by the Trustee for payment of interest or principal on Notes, or otherwise for the account of Noteholders, to the Successor Trustee.

		For the purposes of this Clause 12.8, a “ Successor Trustee ” shall be a trustee with equivalent market experience to that of the existing Trustee.

		For the purposes of this Clause 12.8, an “ Adverse Event ” shall be any of the following events in relation to the Trustee which, in the reasonable opinion of the Issuer, prejudice the security of any monies held in respect of payment of interest or

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principal on Notes, or otherwise held for the account of Noteholders, by the Trustee or causes the Trustee to become incapable of performing its obligations under this Trust Deed:

	12.8.1		Incapacity : the Trustee becomes incapable of acting;

	12.8.2		Receiver : a secured party takes possession, or a receiver, manager or other similar officer is appointed, of the whole or any part of the undertaking, assets and revenues of the Trustee;

	12.8.3		Insolvency : the Trustee becomes insolvent or becomes unable to pay its debts as they fall due;

	12.8.4		Liquidator : an administrator or liquidator of the Trustee or the whole or any part of the undertaking, assets and revenues of the Trustee is appointed (or application for any such appointment is made);

	12.8.5		Composition : the Trustee takes any action for a readjustment or deferment of any of its obligations or makes a general assignment or an arrangement or composition with or for the benefit of its creditors or declares a moratorium in respect of any of its indebtedness;

	12.8.6		Winding-up : an order is made or an effective resolution is passed for the winding-up of the Trustee; or

	12.8.7		Analogous event : any event occurs which has an analogous effect to any of the foregoing events listed at 12.8.1-12.8.6 inclusive.

13.		NOTICES

13.1		Addresses for notices

All notices and other communications hereunder shall be made in writing and in English (by letter, telex or fax) and shall be sent as follows:

13.1.1

Issuer : if to the Issuer, to it at:


		Address:		120 Park Avenue
				New York, New York 10017
				United States of America

		Attention:		Vice President & Corporate Secretary
		Telefax no.:		+1 917 663 83 97

		with a copy to Philip Morris International Management SA at:

		Address:		Avenue de Rhodanie 50
				CH-1007 Lausanne
				Switzerland

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		Attention:		Vice President Finance and Treasurer
		Telefax no.:		+41 58 242 01 01

13.1.2

Trustee: if to the Trustee, to it at:


		Address:		8 Canada Square,
				London E14 5HQ

		Fax:		+44 (0) 20 7991 4350
		Attention:		CTLA Trustee Admin

13.2		Effectiveness

		Every notice or other communication sent in accordance with Clause 13.1 ( Addresses for notices ) shall be effective as follows:

	13.2.1		Letter or fax : if sent by letter, it shall be deemed to have been delivered 7 days after the time of despatch and if sent by fax it shall be deemed to have been delivered at the time of despatch; and

	13.2.2		Telex : if sent by telex, upon receipt by the sender of the addressee’s answerback at the end of transmission;

provided that any such notice or other communication which would otherwise take effect after 4.00 p.m. on any particular day shall not take effect until 10.00 a.m. on the immediately succeeding business day in the place of the addressee.

13.3		No Notice to Couponholders

		Neither the Trustee nor the Issuer shall be required to give any notice to the Couponholders for any purpose under this Trust Deed and the Couponholders shall be deemed for all purposes to have notice of the contents of any notice given to the Noteholders in accordance with Condition 21 ( Notices ).

14.

LAW AND JURISDICTION

14.1		Governing law

		This Trust Deed and the Notes and any non-contractual obligation arising out of or in connection with them are governed by, and shall be construed in accordance with, English law.

14.2		English courts

		The courts of England have exclusive jurisdiction to settle any dispute (a “ Dispute ”), arising out of or in connection with this Trust Deed or the Notes (including a dispute relating to the existence, validity or termination of this Trust Deed or the Notes or any non-contractual obligation arising out of or in connection with them) or the consequences of their nullity.

14.3		Appropriate forum

		The parties agree that the courts of England are the most appropriate and convenient courts to settle any Dispute and, accordingly, that they will not argue to the contrary.

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14.4		Rights of the Trustee and Noteholders to take proceedings outside England

		Clause 14.2 ( English courts ) is for the benefit of the Trustee and the Noteholders only. As a result, nothing in this Clause 14 ( Law and jurisdiction ) prevents the Trustee or any of the Noteholders from taking proceedings relating to a Dispute (“ Proceedings ”) in any other courts with jurisdiction. To the extent allowed by law, the Trustee or any of the Noteholders may take concurrent Proceedings in any number of jurisdictions.

14.5		Process agent

		The Issuer agrees that the documents which start any Proceedings and any other documents required to be served in relation to those Proceedings may be served on it by being delivered to Hunton & Williams, 30 St. Mary Axe, London EC3A 8EP or, if different, its registered office for the time being or at any address of the Issuer in Great Britain at which process may be served on it in accordance with Part XXIII of the Companies Act 1985. If such person is not or ceases to be effectively appointed to accept service of process on behalf of the Issuer, the Issuer shall, on the written demand of the Trustee, appoint a further person in England to accept service of process on its behalf and, failing such appointment within 15 days, the Trustee shall be entitled to appoint such a person by written notice addressed to the Issuer. Nothing in this paragraph shall affect the right of the Trustee or any of the Noteholders to serve process in any other manner permitted by law. This Clause applies to Proceedings in England and to Proceedings elsewhere.

15.		SEVERABILITY

		In case any provision in or obligation under this Trust Deed shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

16.		CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

		No person shall have any right to enforce any provision of this Trust Deed under the Contracts (Rights of Third Parties) Act 1999.

17.		COUNTERPARTS

		This Trust Deed may be executed in any number of counterparts, each of which shall be deemed an original.

IN WITNESS WHEREOF this Trust Deed has been executed as a deed by the parties hereto and is intended to be and is hereby delivered on the date first before written.

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SCHEDULE 1
Terms and Conditions of the Notes

The following is the text of the terms and conditions which, as supplemented, amended and/or replaced by the relevant Final Terms, will be endorsed on each Note in definitive form issued under the Programme. The terms and conditions applicable to any Note in global form will differ from those terms and conditions which would apply to the Note were it in definitive form to the extent described under “Summary of Provisions Relating to the Notes while in Global Form” below.

1.		Introduction

(a)		Programme: Philip Morris International Inc. (the “Issuer”) has established a Euro Medium Term Note Programme (the “Programme”) for the issuance of an unlimited aggregate principal amount of notes (the “Notes”).

(b)		Final Terms: Notes issued under the Programme are issued in series (each a “Series”) and each Series may comprise one or more tranches (each a “Tranche”) of Notes. Each Tranche is the subject of a final terms (the “Final Terms”) which supplements these terms and conditions (the “Conditions” ). The terms and conditions applicable to any particular Tranche of Notes are these Conditions as supplemented, amended and/or replaced by the relevant Final Terms. In the event of any inconsistency between these Conditions and the relevant Final Terms, the relevant Final Terms shall prevail.

(c)		Trust Deed: The Notes are constituted by a trust deed dated 13 March 2009 (as amended and/or supplemented and/or restated from time to time, the “Trust Deed”) between the Issuer and HSBC Corporate Trustee Company (UK) Limited as trustee (the “Trustee”, which expression includes all persons for the time being trustee or trustees appointed under the Trust Deed).

(d)		Agency Agreement: The Notes are the subject of an issue and paying agency agreement dated 13 March 2009 (the “Agency Agreement”) between the Issuer, HSBC Bank plc as principal paying agent (the “Principal Paying Agent”, which expression includes any successor principal paying agent appointed from time to time in connection with the Notes), HSBC Private Bank (C.I.) Limited, Jersey Branch as registrar (the “Registrar”, which expression includes any successor registrar appointed from time to time in connection with the Notes), any paying agents in addition to the Principal Paying Agent (together with the Principal Paying Agent, the “Paying Agents”, which expression includes any successor or additional paying agents appointed from time to time in connection with the Notes) and the transfer agents named therein (together with the Registrar, the “Transfer Agents”, which expression includes any successor or additional transfer agents appointed from time to time in connection with the Notes). In these Conditions references to the “Agents” are to the Paying Agents and the Transfer Agents and any reference to an “Agent” is to any one of them.

(e)		The Notes: All subsequent references in these Conditions to “Notes” are to the Notes which are the subject of the relevant Final Terms. Copies of the relevant Final Terms are available for viewing at www.londonstockexchange.com/rns and during normal business hours at the offices of the Issuer of 120 Park Avenue, New York, New York 10017 and at the offices of Hunton & Williams, 30 St. Mary Axe, London EC3A 8EP and copies may be obtained from the aforementioned addresses.

(f)		Summaries: Certain provisions of these Conditions are summaries of the Trust Deed and the Agency Agreement and are subject to their detailed provisions. Noteholders and the holders of the related interest coupons, if any, (the “Couponholders” and the “Coupons” respectively) are bound by, and are deemed to have notice of, all the provisions of the Agency Agreement and Trust Deed applicable to them. Copies of the Agency Agreement and the Trust Deed are available for inspection by Noteholders during normal business hours at the Specified Offices of the Trustee and each of the Agents, the initial Specified Offices of which are set out below.

2.		Interpretation

(a)		Definitions: In these Conditions the following expressions have the following meanings:

		“Accrual Yield” has the meaning given in the relevant Final Terms;

		“Additional Business Centre(s)” means the city or cities specified as such in the relevant Final Terms;

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		“Additional Financial Centre(s)” means the city or cities specified as such in the relevant Final Terms;

		“Business Day” means:

	(i)		in relation to any sum payable in euro, a TARGET Settlement Day and a day on which commercial banks and foreign exchange markets settle payments generally in each (if any) Additional Business Centre; and

	(ii)		in relation to any sum payable in a currency other than euro, a day on which commercial banks and foreign exchange markets settle payments generally in London, in the Principal Financial Centre of the relevant currency and in each (if any) Additional Business Centre;

“Business Day Convention”, in relation to any particular date, has the meaning given in the relevant Final Terms and, if so specified in the relevant Final Terms, may have different meanings in relation to different dates and, in this context, the following expressions shall have the following meanings:

	(i)		“Following Business Day Convention” means that the relevant date shall be postponed to the first following day that is a Business Day;

	(ii)		“Modified Following Business Day Convention” or “Modified Business Day Convention” means that the relevant date shall be postponed to the first following day that is a Business Day unless that day falls in the next calendar month in which case that date will be the first preceding day that is a Business Day;

	(iii)		“Preceding Business Day Convention” means that the relevant date shall be brought forward to the first preceding day that is a Business Day;

	(iv)		“FRN Convention”, “Floating Rate Convention” or “Eurodollar Convention” means that each relevant date shall be the date which numerically corresponds to the preceding such date in the calendar month which is the number of months specified in the relevant Final Terms as the Specified Period after the calendar month in which the preceding such date occurred provided, however, that:

	(A)		if there is no such numerically corresponding day in the calendar month in which any such date should occur, then such date will be the last day which is a Business Day in that calendar month;

	(B)		if any such date would otherwise fall on a day which is not a Business Day, then such date will be the first following day which is a Business Day unless that day falls in the next calendar month, in which case it will be the first preceding day which is a Business Day; and

	(C)		if the preceding such date occurred on the last day in a calendar month which was a Business Day, then all subsequent such dates will be the last day which is a Business Day in the calendar month which is the specified number of months after the calendar month in which the preceding such date occurred; and

(v)

“No Adjustment” means that the relevant date shall not be adjusted in accordance with any Business Day Convention;

		“Calculation Agent” means the Principal Paying Agent or such other Person specified in the relevant Final Terms as the party responsible for calculating the Rate(s) of Interest and Interest Amount(s) and/or such other amount(s) as may be specified in the relevant Final Terms;

		“Calculation Amount” has the meaning given in the relevant Final Terms;

		“Consolidated Net Tangible Assets” means the excess over liabilities of all assets appearing on the most recent quarterly or annual consolidated balance sheet of the Issuer and its Subsidiaries

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		less goodwill and other intangible assets and the minority interests of others in Subsidiaries, all as appearing on such balance sheet and as determined in accordance with Condition 5(d) below;

		“Coupon Sheet” means, in respect of a Note, a coupon sheet relating to the Note;

		“Day Count Fraction” means, in respect of the calculation of an amount for any period of time (the “Calculation Period”), such day count fraction as may be specified in these Conditions or the relevant Final Terms and:

(i)

if “Actual/Actual (ICMA)” is so specified, means:

	(a)		where the Calculation Period is equal to or shorter than the Regular Period during which it falls, the actual number of days in the Calculation Period divided by the product of (1) the actual number of days in such Regular Period and (2) the number of Regular Periods in any year; and

	(b)		where the Calculation Period is longer than one Regular Period, the sum of:

	(A)		the actual number of days in such Calculation Period falling in the Regular Period in which it begins divided by the product of (1) the actual number of days in such Regular Period and (2) the number of Regular Periods in any year; and

	(B)		the actual number of days in such Calculation Period falling in the next Regular Period divided by the product of (a) the actual number of days in such Regular Period and (2) the number of Regular Periods in any year;

	(ii)		if “Actual/Actual (ISDA)” is so specified, means the actual number of days in the Calculation Period divided by 365 (or, if any portion of the Calculation Period falls in a leap year, the sum of (A) the actual number of days in that portion of the Calculation Period falling in a leap year divided by 366 and (B) the actual number of days in that portion of the Calculation Period falling in a non-leap year divided by 365);

	(iii)		if “Actual/365 (Fixed)” is so specified, means the actual number of days in the Calculation Period divided by 365;

	(iv)		if “Actual/360” is so specified, means the actual number of days in the Calculation Period divided by 360;

	(v)		if “30/360” is so specified, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows

			Day Count Fraction = [360 x (Y ₂ - Y ₁ )] + [30 x (M ₂ - M ₁ )] + (D ₂ - D ₁ ) 360

			where:

			“ Y ₁ ” is the year, expressed as a number, in which the first day of the Calculation Period falls;

			“ Y ₂