EUROPEAN DIVIDEND SWAP MASTER CONFIRMATION AGREEMENT

This agreement (Master Confirmation Agreement) is dated as of [ and [ ] agree: 1. ] between [X] ( [ ] and [Y] ([ ]). [ ]

Definitions. This Master Confirmation Agreement incorporates by reference the 2002 ISDA Equity Derivatives Definitions (the Equity Definitions) as published by the International Swaps and Derivatives Association, Inc.. If there is any inconsistency between the Equity Definitions and this Master Confirmation Agreement, the Master Confirmation Agreement governs. Any capitalised term not otherwise defined herein shall have the meaning assigned to such term in the Equity Definitions. Coverage. Unless agreed otherwise at the time of trading, if as of the Trade Date a transaction is: (i) either (a) an index dividend swap transaction, with a Related Exchange in a Specified Country and Annex IDS (Index Dividend Swap) is specified in the Exhibit hereto as being subject to this Master Confirmation Agreement (an Index Dividend Swap Transaction); or (b) a share dividend swap transaction, with a Related Exchange in a Specified Country and Annex SDS (Share Dividend Swap) is specified in the Exhibit as being subject to this Master Confirmation Agreement (a Share Dividend Swap Transaction); and entered into (unless otherwise agreed in writing in relation to a particular Transaction) on or after the Annex Effective Date specified in relation to the specific Annex in the Exhibit hereto

2.

(ii)

(a Covered Transaction), then the Covered Transaction is subject to the terms of this Master Confirmation Agreement. If a single trade is composed of several Covered Transactions, each Covered Transaction is subject to this Master Confirmation Agreement and the parties intend that each Covered Transaction should be separately documented with an individual Confirmation (as defined below). The execution of this Master Confirmation Agreement does not require the parties to document Covered Transactions in accordance with this Master Confirmation Agreement. Further, the parties may document any other index dividend swap transactions and share dividend swap transactions as a Covered Transaction subject to this Master Confirmation Agreement. Specified Country means Austria, Belgium, Denmark, Finland, France, Germany, Iceland, Ireland, Italy, Luxembourg, the Netherlands, Norway, Portugal, Spain, Sweden, Switzerland or the United Kingdom. 3. Confirmation Process. The Dividend Amount Payer (as defined in the applicable Annex) in each Covered Transaction must prepare the transaction supplement (the Transaction Supplement) for such Covered Transaction and such Transaction Supplement will state that it is a Transaction Supplement which supplements, forms a part of, and is subject to this Master Confirmation Agreement. Such Transaction Supplement will supplement, form a part of, and be subject to, the ISDA Master Agreement between [ ] and [ ] dated as of [ ], as amended and supplemented from time to time (the Master Agreement), and the Confirmation of such Covered Transaction shall consist of this Master Confirmation Agreement together with the applicable Annex for such Covered Transaction as supplemented by the trade details applicable to such Covered Transaction as set forth in the Transaction Supplement. The Dividend Amount Payer must include in the Transaction Supplement, at a minimum, all the information set out in such applicable Schedule relevant to the Covered Transaction for which an election is not provided in the relevant Annex or the Equity Definitions. In the event of any inconsistency between (i) this Master Confirmation Agreement and a Transaction Supplement and/or (ii) the Equity Definitions and a Transaction Supplement, the Transaction Supplement shall govern for the purposes of the relevant Covered Transaction. 4. (a) Miscellaneous. Entire Agreement. This Master Confirmation Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings with respect specifically thereto.

(b)

Amendments. An amendment, modification or waiver in respect of this Master Confirmation Agreement will only be effective if in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or by an exchange of electronic messages on an electronic messaging system. Counterparts. This Master Confirmation Agreement and each Transaction Supplement documented hereunder may be executed in counterparts, each of which will be deemed an original. Headings. The headings used in this Master Confirmation Agreement are for convenience of reference only and shall not affect the construction of or be taken into consideration in interpreting this Master Confirmation Agreement. Governing Law. This Master Confirmation Agreement and each Covered Transaction confirmed by a Transaction Supplement will be governed by and construed in accordance with the law specified in the Master Agreement. Termination. Either party may terminate this Master Confirmation Agreement on giving notice to the other party at the contact details listed under Additional Provisions set out in the relevant Annex, in which case this Master Confirmation Agreement does not apply to Index Dividend Swap Transactions and Share Dividend Swap Transactions with a Trade Date after the Local Business Day on which the notice is given.

(c) (d)

(e)

(f)

(g)

Third Party Rights. If English law applies to this Master Confirmation Agreement, no person has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the terms of this Master Confirmation Agreement. Office: For the purposes of the Master Agreement, (i) The Office of [ ] is [ ]; and (ii) The Office of [ ] is [ ].

(h)

IN WITNESS WHEREOF the parties have executed this agreement with effect from the date specified on the first page of this agreement. [X] By:___________________________ Name: Title: [Y] By:___________________________ Name: Title:

Exhibit

APPLICABLE ANNEXES Pursuant to the terms of the European Dividend Swap Master Confirmation Agreement dated as of [ ] between [X] ( ) and [Y] ( ) (the Master Confirmation Agreement), the parties have agreed on the relevant Incorporation Date specified below that the following Annexes (including the related Transaction Supplements) attached hereto, will be subject to the Master Confirmation Agreement, effective as of the Annex Effective Date specified below: Annex Annex IDS (Index Dividend Swap) Annex SDS (Share Dividend Swap) Incorporation Date [ [ ] ] Annex Effective Date [ [ ] ]

Annex IDS Index Dividend Swap [ Index Dividend Swap General Terms Confirmation The purpose of this Index Dividend Swap General Terms Confirmation (this IDS General Terms Confirmation) is to confirm certain general terms and conditions of Index Dividend Swap Transactions (as defined in the Master Confirmation Agreement) entered into between us under the European Dividend Swap Master Confirmation Agreement between us dated as of [ ] (the Master Confirmation Agreement). This IDS General Terms Confirmation hereby incorporates by reference the 2002 ISDA Equity Derivatives Definitions (the Equity Definitions) and the 2000 ISDA Definitions (the Swap Definitions), each as published by the International Swaps and Derivatives Association, Inc. In the event of any inconsistency between the Equity Definitions and the Swap Definitions, the Equity Definitions will govern. In the event of any inconsistency between the Equity Definitions or the Swap Definitions and this IDS General Terms Confirmation, this IDS General Terms Confirmation will govern. All provisions contained in the Master Agreement govern each Confirmation (each as defined in the Master Confirmation Agreement) except as expressly modified below. The general terms of each Index Dividend Swap Transaction to which this IDS General Terms Confirmation relates are as follows (unless otherwise specified in the relevant Transaction Supplement as defined in the Master Confirmation Agreement), as supplemented by the Transaction Supplement related to such Covered Transaction: For the purposes of the Equity Definitions, an Index Dividend Swap Transaction to which this IDS General Terms Confirmation applies constitutes an Index Swap Transaction. General Terms: Trade Date: Termination Date: As specified in the relevant Transaction Supplement If the relevant Transaction Supplement specifies more than one Dividend Amount Payment Date, the final Dividend Amount Payment Date or if the relevant Transaction Supplement specifies only one Dividend Amount Payment Date, then such Dividend Amount Payment Date. As specified in the relevant Transaction Supplement As specified in the relevant Transaction Supplement As specified in the relevant Transaction Supplement As specified in the relevant Transaction Supplement ]

Index: Number of Baskets: Exchange: Related Exchange:

Fixed Amounts: Fixed Amount Payer: Fixed Amount: As specified in the relevant Transaction Supplement An amount in the Settlement Currency for each Dividend Period equal to the product of the Number of Baskets and the Fixed Strike relating to such Dividend Period. Each Dividend Amount Payment Date. In respect of each Dividend Period, the Fixed Strike in respect of such Dividend Period, as specified in the relevant Transaction Supplement.

Fixed Amount Payment Date(s): Fixed Strike:

Dividend Amount: Dividend Amount Payer: As specified in the relevant Transaction Supplement. Dividend Amount Payer is deemed to be the Equity Amount Payer for the purposes hereof. In respect of each Dividend Period, the date specified in the relevant Transaction Supplement. In respect of each Dividend Period, the date specified in the relevant Transaction Supplement. In respect of each Dividend Period, the date as specified in the relevant Transaction Supplement, or if such date is not a Currency Business Day, the next following Currency Business Day. The period from, but excluding the Start Date relating to a Dividend Period to, and including, the End Date relating to such Dividend Period. An amount in the Settlement Currency to be paid by the Dividend Amount Payer, determined by the Calculation Agent for each Dividend Period in accordance with the following formula:

Start Date: End Date: Dividend Amount Payment Date(s):

Dividend Period:

Dividend Amount:

Number of Baskets x

t i

nit d it Dt

where: "t" means each weekday (each a "Relevant Dayt") in the relevant Dividend Period; "i" means, in respect of each Relevant Dayt, each share (each a "Sharei") that is comprised in the Index on such Relevant Dayt;

" nit " means, in respect of each Sharei and a Relevant Dayt, the number of free-floating shares relating to such Sharei comprised in the Index, as calculated and published by the Index Sponsor on such Relevant Dayt, subject to "Failure to Publish" below; " d it " means, in respect of each Sharei and a Relevant Dayt:

(a)

if an Ex-Dividend Date in respect of such Share i falls on such Relevant Dayt, an amount equal to the Relevant Dividend in respect of such Sharei and such Relevant Dayt; or otherwise, zero (0);

(b)

"Dt" means, in respect of each Relevant Dayt, the Official Index Divisor, as calculated and published by the Index Sponsor on such Relevant Dayt, subject to "Failure to Publish" below; and "Official Index Divisor" is the value, calculated by the Index Sponsor, necessary to ensure that the numerical value of the Index remains unchanged after a change in the composition of the Index. The value of the Index after any change in its composition is divided by the Official Index Divisor to ensure that the value of the Index returns to its normalised value. Relevant Dividend: In respect of each Sharei and each Relevant Dayt in a Dividend Period: (a) the Declared Cash Dividend Percentage specified in the relevant Transaction Supplement of any Declared Cash Dividend; and/or (b) the Declared Cash Equivalent Dividend Percentage specified in the relevant Transaction Supplement of any Declared Cash Equivalent Dividend, excluding any dividends in relation to which the Index Sponsor makes an adjustment to the Index. Where the Index Sponsor has adjusted the Index for part of a dividend, this Relevant Dividend provision shall apply only to the unadjusted part. "Declared Cash Dividend" means in respect of a Relevant Dividend of Sharei, an amount per Sharei as declared by the issuer of such Sharei where the Ex-Dividend Date falls on such Relevant Dayt, before the withholding or deduction of

taxes at source by or on behalf of any applicable authority having power to tax in respect of such a dividend (an Applicable Authority), and shall exclude: (a) any imputation or other credits, refunds or deductions granted by an Applicable Authority (together, the Credits); and (b) any taxes, credits, refunds or benefits imposed, withheld, assessed or levied on the Credits referred to in (a) above. "Declared Cash Equivalent Dividend" means in respect of a Relevant Dividend of Sharei, an amount per Sharei being the cash value of any stock dividend (whether or not such stock dividend comprises of shares that are not the ordinary shares of the issuer) declared by the issuer of such Sharei where the Ex-Dividend Date falls on such Relevant Dayt (or, if no cash value is declared by the relevant issuer, the cash value of such stock dividend as determined by the Calculation Agent, calculated by reference to the opening price of such ordinary shares on the Ex-Dividend Date applicable to that stock dividend). If holders of record of Sharei may elect between receiving a Declared Cash Dividend or a Declared Cash Equivalent Dividend, the dividend shall be deemed to be a Declared Cash Dividend for the purposes of this Transaction. Where any Relevant Dividend is declared in a currency other than the Settlement Currency, then the Calculation Agent shall convert such Relevant Dividend into the Settlement Currency at the rate declared by the issuer where any such rate is available or, if no such rate is available, at a rate determined by the Calculation Agent.

Ex-Dividend Date:

In respect of a Relevant Dividend the date that Share i is scheduled to commence trading ex-dividend on the primary exchange or quotation system for such Sharei, as determined by the Calculation Agent. If, for the purposes of determining nit or Dt on any Relevant Dayt, the Index Sponsor fails (for whatever reason including without limitation, an Index Disruption) to calculate and publish the number of free-float shares in respect of any Sharei or the Official Index Divisor, then the Calculation Agent shall determine the number of free-float shares in respect of such Sharei or the Official Index Divisor (as the case may be) in respect of such Relevant Dayt. In making any such determination, the Calculation Agent may (but shall not be obliged to) make reference to the formula for

Failure to Publish:

and method of calculating the number of free-float shares or the Official Index Divisor (as the case may be) last in effect prior to the failure by the Index Sponsor to make the relevant calculation or publication. Corrections: In the event that an Official Index Divisor or number of free floating shares calculated and published by the Index Sponsor (or determined by the Calculation Agent pursuant to the provisions above relating to Failure to Publish) and utilized for any calculation or determination made under a Transaction is subsequently corrected (or, where there has been a Failure to Publish, published by the Index Sponsor) and the correction is published (or, where there has been a Failure to Publish, publication is made) by the Index Sponsor within five Scheduled Trading Days after the original publication, either party may notify the other party of that correction and the Calculation Agent will adjust the Dividend Amount, as required, to take into account such correction provided that if such correction or subsequent publication occurs after the relevant Dividend Payment Date, the Calculation Agent may (but need not) determine any appropriate repayment to be made by a party to account for such correction or subsequent publication, as the case may be, and determine the date any such repayment should be made, together with interest on such repayment amount as determined by the Calculation Agent. The parties expressly acknowledge and agree that the provisions of this section (Corrections) shall apply and remain in full force and effect notwithstanding that the Termination Date has occurred. If: (i) the amount actually paid or delivered by an issuer to holders of record of the relevant Sharei in respect of any Relevant Dividend declared by such issuer (a Declared Dividend) to holders of record of such Sharei is not equal to such Declared Dividend (a Dividend Mismatch Event); or (ii) such issuer fails to make any payment or delivery in respect of such Declared Dividend by the third Currency Business Day following the relevant due date, then the Calculation Agent may (but shall not be obliged to) determine: (a) any appropriate adjustment or repayment to be made by a party to account for such Dividend Mismatch Event or non-payment or non-delivery, as the case may be; (b) the date any such repayment should be made, and (c) any interest on such repayment amount, if any. The parties expressly acknowledge and agree that the provisions of this section (Dividend Recovery) shall apply and remain in full force and effect notwithstanding that the Termination Date may have occurred. Settlement Currency: As specified in the relevant Transaction Supplement

Dividend Recovery:

Index Adjustment Events: Index Modification: Index Cancellation: Index Disruption: Calculation Agent Adjustment Calculation Agent Adjustment Not Applicable

For the purposes hereof, "Calculation Agent Adjustment" shall mean that: (a) the Calculation Agent shall determine (i)if the Index Adjustment Event has a material effect on the Transaction and, if so, shall amend the Dividend Amount or any other terms of the Transaction as the Calculation Agent determines appropriate to account for the economic effect on the Transaction of such Index Adjustment Event, which may, but need not, be determined by reference to the adjustment(s) made in respect of such Index Adjustment Event by an options exchange to options on the relevant Index traded on such options exchange; and (ii) the effective date(s) of such Adjustment(s), or (b) if the Calculation Agent determines that no adjustment pursuant to (a) will produce a commercially reasonable result, notify the parties that the relevant consequence shall be the termination of the Transaction, in which case "Cancellation and Payment" will be deemed to apply and any payment to be made by one party to the other shall be calculated in accordance with Section 11.1(b)(C) of the Equity Definitions, provided that the Cancellation Amount shall be determined by the Calculation Agent and Sections 12.7(c) and 12.8 of the Equity Definitions shall be construed accordingly. The Calculation Agent shall determine any Cancellation Amount with reference to the mid-market price at which two leading dealers in the relevant market would enter into an equivalent Transaction with each other on the date that Transaction is cancelled using any actual Relevant Dividend amounts that have been declared. Additional Disruption Events: Change in Law: Applicable. Section 12.9(a)(ii) of the Equity Definitions is replaced in its entirety by the words: Change in Law means that, on or after the Trade Date of any Transaction (A) due to the adoption of or any change in any applicable law or regulation (including, without limitation, any tax law), or (B) due to the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), the Calculation Agent determines in good faith that it has become illegal for a party to that Transaction to hold, acquire or dispose of Hedge Positions relating to such Transaction, provided that this Section 12.9(a)(ii) shall not apply if the Calculation Agent determines that such party could have taken reasonable steps to avoid such illegality.

The Calculation Agent shall determine any Cancellation Amount with reference to the mid-market price at which two leading dealers would enter into an equivalent Transaction with each other on the date that Transaction is cancelled using any actual Relevant Dividend amounts that have occurred and Sections 12.7(c) and 12.8 of the Equity Definitions shall be construed accordingly. Additional Representations, Agreements and Acknowledgments: Non-Reliance: Agreements and Acknowledgments Regarding Hedging Activities: Index Disclaimer: Additional Acknowledgments: Applicable Applicable Applicable Applicable

Additional Provisions [ ] Contact Details for Notices: [ [ [ ] Contact Details for Notices: ] Payment Instructions: ] Payment Instructions:

Calculation Agent: [provision to be agreed by the parties]

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Schedule INDEX DIVIDEND SWAP TRANSACTION SUPPLEMENT This communication confirms the terms of the Index Dividend Swap Transaction entered into between us on the Trade Date specified below (the Covered Transaction). This Transaction Supplement supplements, forms a part of, and is subject to the European Dividend Swap Master Confirmation Agreement between us dated [ ] (the Master Confirmation Agreement). The terms of the Transaction are: Trade Date: Index: Exchange(s): Related Exchange: Dividend Amount Payer: Fixed Amount Payer: Number of Baskets: Settlement Currency: Declared Cash Dividend Percentage: Declared Cash Equivalent Dividend Percentage: [] [] [] [] [] [] [] [] [X.xx] per cent [X.xx] per cent

Dividend Period 1 2 3 4 5

Start Date

End Date

Fixed Strike

Dividend Amount Payment Date

Please confirm your agreement to be bound by the terms of the foregoing by executing a copy of this Transaction Supplement and returning it to us at the contact information listed above.

[X] By: ______________________________ Name: Title:

[Y] By: ______________________________ Name: Title:

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