State Guarantee Schemes

A Transaction Manager’s Guide January 2009

Table of Contents

Contents Page

United Kingdom............................................................................................................................... 1

Ireland............................................................................................................................................... 7

The Netherlands ............................................................................................................................ 12

Federal Republic of Germany ...................................................................................................... 19

Portugal .......................................................................................................................................... 22

The United States of America....................................................................................................... 26

France............................................................................................................................................. 37

A10278716 i

United Kingdom

The 2008 Credit Guarantee Scheme (the “Scheme”) forms part of the UK Government’s measures announced on 8 October 2008 to ensure the stability of the financial system and to protect ordinary savers, depositors, businesses and borrowers. In summary, these measures are intended to:

(a) provide sufficient liquidity in the short term;

(b) make available new capital to UK banks and building societies to strengthen their resources, permitting them to restructure their finances, while maintaining their support for the real economy; and

(c) ensure that the banking system has the funds necessary to maintain lending in the medium term.

1 When is the Scheme Available?

The access and eligibility criteria (including explanation of the application process and fees) for the Scheme can be found here (the “Scheme Rules”).

The UK Debt Management Office’s (the “DMO”) market notice summarising the access and eligibility criteria can be found here.

The DMO’s market notice dated 15 December 2008 on proposed changes to the Scheme (including an amendment to the fee calculation) can be found here.

The DMO’s market notice dated 19 January 2009 on the extension of the drawdown window for the Scheme can be found here.

Eligible Institutions

Initially, Abbey National plc, Bank of Scotland plc, Barclays Bank PLC, HSBC Bank plc, Lloyds TSB Bank plc, Nationwide Building Society, The Royal Bank of Scotland plc and Standard Chartered Bank (see here) are eligible institutions (“Eligible Institutions”).

For other financial institutions to become Eligible Institutions, they must make a written request to the DMO. Annex 2 to the Scheme Rules requires applicants to:

(i) be (a) an authorised UK deposit-taker (including a UK incorporated subsidiary of a foreign institution) which, in the view of The Commissioners of Her Majesty’s Treasury (“HM Treasury”), has a substantial business in the UK or (b) a UK building society. Any other UK incorporated bank (including a UK subsidiary of a foreign institution) may apply to take part in the Scheme. In reviewing these applications, the UK Government will give due regard to an institution’s role in the UK banking system and in the overall economy; and

(ii) have raised, or committed to raise within a required timeframe, Tier 1 capital in the amount and in the form the UK Government considers appropriate, whether by UK Government subscription or from other sources.

A financial institution satisfying the Annex 2 eligibility criteria can become an Eligible Institution by delivering:

(i) a duly completed and signed application form in the form of Annex 1 to the Scheme Rules to the DMO;

A10278716 1

(ii) an executed deed of counter-indemnity in the form of Annex 6 to the Scheme to HM Treasury;1 and

(iii) a legal opinion in respect of the executed counter-indemnity from its external legal advisers to HM Treasury.

Successful applicants will be given an institution certificate in the form of Annex 3 to the Scheme Rules.

Please note that no more than one member of a corporate group may be an Eligible Institution under the Scheme (typically the primary UK deposit-taker).

The scale of each participating institution’s access to the Scheme will be based, at the discretion of HM Treasury, on an institution’s sterling eligible liabilities as calculated by the Bank of England.

New additions to the list of Eligible Institutions will only become public once they issue Guaranteed Securities.

Each Eligible Institution must, within six months of 13 October 2008, submit to HM Treasury a plan for maintaining or restoring the capacity of the Eligible Institution to borrow in the wholesale financial markets without the benefit of the Scheme Guarantee, on the terms set out in the rules of the Scheme.

Eligible Securities

Pursuant to Annex 4 to the Scheme Rules, Eligible Securities must:

(i) be plain vanilla, non-complex certificates of deposit, commercial paper or senior unsecured bonds and notes (whether stand-alones or draw downs);

(ii) be denominated in sterling, euro or US dollars;

(iii) be issued after 13 October 2008 but before 9 April 2009 (subject to extension in respect of refinancings) and within 30 days of the date of the eligibility certificate relating to such liability;

(iv) have a scheduled maturity date falling before 13 April 2012, subject to any later date permitted by HM Treasury; and

(v) not contain any event of default constituted by cross-default or cross-acceleration or right of prepayment by the issuer (except a prepayment right for tax reasons).2 3

In addition, the proceeds of the issue must be applied to refinance liabilities of the Eligible Institution (or of a company which is directly or indirectly wholly owned by the Eligible Institution and incorporated in the United Kingdom), which mature after the date of commencement of the Scheme.

Please note that, according to the DMO’s market notice summarising the access and eligibility criteria, Eligible Securities must have a maximum tenor of three years.

1 If the Eligible Institution has a parent holding company, HM Treasury is likely to require the parent holding company to

be an additional counter indemnifier on a joint and several basis. 2 On 15 December 2008, the DMO in its market notice proposed certain changes to the Scheme including allowing (i)

Eligible Securities to be denominated in yen, Australian dollars, Canadian dollars or Swiss francs; and (ii) rollovers up to a Scheme end date of 9 April 2014. We understand that the DMO will amend the Scheme Rules in due course.

3 On 19 January 2009, the DMO in its market notice extended the drawdown window for the Scheme from 9 April 2009 to 31 December 2009.

A10278716 2

2 What does the Scheme Guarantee say?

The full text of the Deed of Guarantee dated 13 October 2008 (as amended by a Supplemental Deed dated 20 October 2008 and a Second Supplemental Deed dated 6 February 2009) (the “Scheme Guarantee”) is available here.

Unless otherwise defined herein, the following expressions have the following meanings:

“Eligibility Certificate” means a certificate in the form of Annex 5 to the Scheme Rules.

“Eligible Securities” means securities which satisfy the requirements of Annex 4 to the Scheme Rules.

“Guaranteed Securities” means Eligible Securities issued by an Eligible Institution in respect of which HM Treasury has issued an Eligibility Certificate.

The Scheme Guarantee is a one-off guarantee from HM Treasury to all holders of Guaranteed Securities - there are no separate guarantees for each issue. HM Treasury’s obligation to pay holders of Guaranteed Securities is triggered by the failure of the issuer to make a payment of principal or interest within any applicable grace period.

For an issue of securities to become Guaranteed Securities, (i) the securities must be Eligible Securities; and (ii) the issuer (which must be an Eligible Institution) must apply for, and HM Treasury must issue, an Eligibility Certificate prior to their issuance.

The Scheme Guarantee terminates at midnight on 13 April 2014 (but without prejudice to the rights of any holder of Guaranteed Securities in respect of any subsisting Guaranteed Liability (as defined in the Scheme Guarantee)).

HM Treasury will cease to be guarantor for an issue of Guaranteed Securities if, without the consent of HM Treasury, there is (among other things) a variation, amendment, waiver or restatement to the terms of those Guaranteed Securities (Clause 2.2).

3 Points arising from the Scheme Guarantee

Differences when compared to “Standard” Guarantees

• The Scheme Guarantee is a one-off guarantee from HM Treasury to all holders of Guaranteed Securities - there are no separate guarantees for each issue.

• An Eligibility Certificate must be issued in respect of a particular issue of Eligible Securities if they are to benefit from the Scheme Guarantee.

• HM Treasury will cease to be guarantor for an issue of Guaranteed Securities if, without the consent of HM Treasury, there is (among other things) a variation, amendment, waiver or restatement to the terms of those Guaranteed Securities (Clause 2.2) - see “Other Points of Practice — Issuance Structure” below.

• The Scheme Guarantee is contractual: it was not given under HM Treasury’s statutory powers. Therefore, until HM Treasury issues an opinion stating it has the power to enter into the Scheme Guarantee, any enforceability opinion given by a law firm will be caveated. This cannot be disclosed in the offering document (see “— Disclosure Issues” below).

A10278716 3

Disclosure Issues

• Disclosure of the Scheme Guarantee in the offering document/final terms is prescribed by Annex 8 to the Scheme Rules to be the following:

The Commissioners of Her Majesty’s Treasury have unconditionally and irrevocably guaranteed the due payment of all sums due and payable by [ISSUER] under the [TRUST DEED] [and] [DEBT INSTRUMENTS].

The Commissioners’ obligations in that respect are contained in a deed of guarantee dated 13 October 2008, the form of which is available at www.dmo.gov.uk.

• The DMO does not permit the inclusion of any risk factor in the offering document relating to the Scheme or the Scheme Guarantee.

4 Eligibility Certificate Application Process

As mentioned above, for an issue of Eligible Securities to become Guaranteed Securities, the Eligible Institution must apply for, and HM Treasury must issue, an Eligibility Certificate prior to their issuance. The DMO requires the following to be delivered to it prior to the issue of an Eligibility Certificate:

(i) an application by the issuer in the form of Annex 1 to the Scheme Rules;

(ii) a legal opinion in respect of the valid, binding and enforceable nature of the obligations under the relevant Guaranteed Securities from the Eligible Institution’s external legal counsel (in the case of a programme, the opinion can take the form of the most recent opinion issued to the arranger on the establishment or update of the programme - and once that opinion has been delivered, there is no need to deliver any further legal opinions to the DMO). The opinion(s) should cover the jurisdiction of the Eligible Institution’s incorporation and the governing law of the Guaranteed Securities; and

(iii) a counter-signed fee letter in the form of Annex 7 to the Scheme Rules (the determination of the amount of the fee and payment provisions are set out in Scheme Rule 7).

The Eligible Institution can only issue securities which conform to the description in the Eligibility Certificate (i.e. once the Eligibility Certificate is issued, you cannot change the currency, extend the maturity, increase the principal amount or increase the coupon etc. - see Scheme Rule 5.5).

5 Transaction Documents

Save for obtaining an Eligibility Certificate, the usual documentation is required for a drawdown or stand-alone issue of Guaranteed Securities. However, please note the following:

A10278716 4

Offering Document/Supplement

• Issues which benefit from the Scheme Guarantee are exempt from the Prospectus Directive, and it is therefore not necessary to have an approved prospectus for them. An Eligible Institution can either (i) create a new programme for issues which benefit from the Scheme or make such issues on a stand-alone basis; or (ii) amend its existing programme to provide for the possibility of issues which benefit from the Scheme.

• In the case of (i) above, the new programme or stand-alone issue will be outside the scope of the Prospectus Directive and the offering document will not need to be reviewed by the UK Listing Authority (the “UKLA”) (any listed drawdowns would be treated as issues guaranteed by a sovereign (see below)) and disclosure on the Eligible Institution can be limited (or even omitted).

• In the case of (ii) above, the supplement to the existing base prospectus would need to be approved by the UKLA. The supplement would (among other things) include the limited disclosure on the Scheme Guarantee and a discussion on the withholding tax position on claims made under the Scheme Guarantee. Amendments to the trust deed and other programme agreements would need to be considered.

• In the case of (i) and (ii) above, the UKLA will require the relevant base prospectus/supplement to make clear that any government guaranteed issues are outside the scope of the Prospectus Directive and that the UKLA will not have approved any base prospectus in connection with such issues.

• The offering document must be reviewed by the DMO. If final terms are used, reference to the exempt offering document is required by the UKLA.

Conditions Precedent

• In our experience:

(i) law firms have not opined on the enforceability of the Scheme Guarantee, and comfort letters have not been delivered, on either Regulation S or Rule 144A transactions. There has also been no due diligence or disclosure on HM Treasury (the limited disclosure on the Scheme Guarantee has been sufficient); and

(ii) 10b-5 letters have not been delivered on Rule 144A transactions.

6 Other Points of Practice

Post-issuance Disclosure

• Eligible Institutions must, within three business days of the issue of the Eligible Security, notify the DMO in writing of the details set out in Scheme Rule 11.5 (including its ISIN, principal amount and maturity date).

Streamlined Application Process

• For commercial paper and certificates of deposit, Eligible Institutions may have agreed a “streamlined process” for obtaining Eligibility Certificates with the DMO. This should be checked with the relevant Eligible Institution and/or the DMO.

A10278716 5

Issuance Structure

• The Scheme applies to plain vanilla, non-complex instruments only, which does not include fixed-to-floating or index-linked securities and instalment notes. However, Guaranteed Securities may be issued at a discount.

• As the proceeds of each issue of Guaranteed Securities must be used to refinance liabilities of the relevant Eligible Institution or its UK subsidiaries, the position of the Eligible Institution in the relevant group is important (e.g. where the proposed Eligible Institution is an operating subsidiary or finance vehicle, the proceeds cannot be used to refinance liabilities of an intermediate or ultimate parent company or sister companies (save with HM Treasury consent)4).

• In order to ensure compliance with Clause 2.2 of the Scheme Guarantee, the trust deed for each issue of Guaranteed Securities will usually require HM Treasury’s consent for variations, amendments, waivers, etc. to the terms and conditions. This is also usually added to the offering document (e.g. under “other information” in the final terms).

Tap Issues

• The Eligibility Certificate will cover both the temporary and permanent ISINs.

Listing

• Guaranteed Securities are treated as issues guaranteed by a sovereign by the UKLA and no 48-hour documents are required. For each issue of Guaranteed Securities under a new stand-alone programme, Eligible Institutions need to deliver a Form 1 to the London Stock Exchange and an Application for Admission to the Official List and the final terms to the UKLA by 2 p.m. on the day before closing. For each issue of Guaranteed Securities under an amended programme, Eligible Institutions just need to deliver the final terms as usual to the UKLA by 2 p.m. on the day before closing.

7 State Aid

The European Commission made announcements relating to the Scheme on 13 October 2008 (see here) and 23 December 2008 (see here).

8 Contacts

If you have any questions or need any additional information, please feel free to contact any of the following or one of your usual Linklaters contacts:

Carson Welsh: +44 20 7456 4602 – carson.welsh@linklaters.com

Richard Levy: +44 20 7456 5594 – richard.levy@linklaters.com

Ben Dulieu: +44 20 7456 3353 – ben.dulieu@linklaters.com

4 As at the date of this Memorandum, HM Treasury had not granted any such consent.

A10278716 6

Ireland

The Credit Institutions (Financial Support) Scheme 2008 (the “Scheme”) forms part of the Irish Government’s measures announced on 30 September 2008 and 9 October 2008 to ensure the stability of the financial system and to protect ordinary savers, depositors, businesses and borrowers during the Scheme Period (as defined below). In summary, these measures are intended to:

(a) maintain financial stability in the best interests of the public and the economy of the Irish State;

(b) remedy a serious disturbance in the economy by safeguarding the financial system and economy of the Irish State;

(c) provide lasting systemic stability in the banking system and ensuring its long-term sustainability; and

(d) minimise the potential cost to the Irish Exchequer and taxpayers (in particular, where the Scheme Guarantee (as defined below) is called upon and a payment is made but the financial support cannot be recouped in full from the Covered Institution (as defined below) to which it was provided, the principle is that it would be recouped in full from the Covered Institutions by the Irish State over time in a manner consistent with their long-term viability and sustainability).

1 When is the Scheme Available?

The Credit Institutions (Financial Support) Act 2008 (the “Act”) provides the statutory authority for the Scheme and can be found here. Secondary legislation, in the form of a statutory instrument (the “Instrument”), sets out the access and eligibility criteria for the Scheme in greater detail and can be found here.

The Scheme is limited by reference to named participating institutions and by reference to the types of liability covered (see below).

Covered Institutions

The Scheme is only open to systemically important credit institutions and certain named subsidiaries of such credit institutions.

Following Ministerial Orders pursuant to Section 6(1) of the Act made on 24 October and 5 November 2008 (see here) (and the execution of a guarantee acceptance deed (in the form to be specified by the Minister of Finance) by certain credit institutions (and their subsidiaries (as required)), the following credit institutions and subsidiaries are covered institutions (“Covered Institutions”) for the purposes of the Scheme:

(i) Allied Irish Banks, p.l.c. and its subsidiaries AIB Mortgage Bank, AIB Bank (CI) Limited, AIB Group (UK) plc and Allied Irish Banks North America Inc.;

(ii) Anglo Irish Bank Corporation plc and its subsidiary Anglo Irish Bank Corporation (International) plc;

(iii) The Governor and Company of the Bank of Ireland and its subsidiaries Bank of Ireland Mortgage Bank, ICS Building Society and Bank of Ireland (I.O.M.) Limited;

(iv) EBS Building Society;

A10278716 7

(v) Irish Life & Permanent plc and its subsidiary Irish Permanent (IOM) Limited;

(vi) Irish Nationwide Building Society and its subsidiary Irish Nationwide (I.O.M.) Limited; and

(vii) Postbank Ireland Limited.

The Irish Department of Finance (the “DoF”) has clarified that branches of Covered Institutions will benefit from the Scheme Guarantee.

Covered Liabilities

Pursuant to Paragraph 10 of the Schedule to the Instrument (the “Schedule”), the following liabilities are covered by the Scheme (“Covered Liabilities”):

(i) all retail and corporate deposits (to the extent not covered by existing deposit protection schemes in Ireland or any other jurisdiction);

(ii) interbank deposits;

(iii) senior unsecured debt;

(iv) covered bonds (including asset covered securities); and

(v) dated subordinated debt (Lower Tier 2).

However, Covered Liabilities does not include intra-group borrowing and debt due to the European Central Bank arising from Eurosystem monetary operations.

2 What does the Scheme Guarantee say?

The DoF market notice summarising the state guarantee (the “Scheme Guarantee”) can be found here.

All Covered Liabilities issued by Covered Institutions will be guaranteed by the Minister of Finance during the period 30 September 2008 to 29 September 2010 (inclusive) (the “Scheme Period”) (whether issued prior to the announcement of the Scheme or after it or maturing during the Scheme Period or after it).

The Scheme Guarantee is unconditional, irrevocable and ensures timely payment of the Covered Liabilities of the Covered Institutions during the Scheme Period. In the event of any default by a Covered Institution in respect of a Covered Liability, the Minister for Finance will pay to the relevant creditor, on demand, an amount equal to the unpaid Covered Liabilities.

No call can be made on the Scheme Guarantee after 29 September 2010, even with respect to Covered Liabilities which fall due prior to that date.

The Scheme Guarantee does not affect any other rights or claims of creditors.

Under Paragraph 13 of the Schedule, the Minister of Finance may revoke the Scheme Guarantee (in whole or in part) in relation to a Covered Institution if:

(i) the Covered Institution is acquired by or merges with another institution or person not themselves benefiting from this Scheme, subject to the Minister of Finance’s discretion, after consultation with the Governor of the Central Bank and Financial Services Authority of Ireland (the “Governor”) and the Irish Financial Services Regulatory Authority (the “Financial Regulator”);

A10278716 8

(ii) in the Minister of Finance’s opinion (after consultation with the Governor and the Financial Regulator) the Covered Institution is in material breach of its obligations under the Scheme;

(iii) the Minister of Finance, after consultation with the Governor and the Financial Regulator, is of the opinion that the matters set out in Section 2(1) of the Act no longer apply (namely (a) there is a serious threat to the stability of credit institutions in Ireland generally, or would be such a threat if those functions were not performed; (b) the performance of those functions is necessary, in the public interest, for maintaining the stability of the financial system in Ireland; and (c) the performance of those functions is necessary to remedy a serious disturbance in the economy of Ireland); or

(iv) the Covered Institution, with the consent of the Minister of Finance, withdraws from the Scheme.

Should an institution be removed from the Scheme, all of its fixed term Covered Liabilities outstanding at that time will continue to have the full benefit of the Scheme Guarantee to 29 September 2010 or their maturity, whichever is the earlier. All Covered Liabilities, including on-demand deposits, will be protected by notice of at least 90 days prior to any Covered Institution being removed from the Scheme.

3 Points arising from the Scheme Guarantee

Differences/Defects when compared to “Standard” Guarantees

• The Scheme Guarantee is a statutory guarantee and therefore can be revoked or amended at any time by an Act of Parliament.

• All Covered Liabilities issued by Covered Institutions will be guaranteed by the Minister of Finance during the Scheme Period (whether issued prior to the announcement of the Scheme or after it or maturing during the Scheme Period or after it).

• No call on the Scheme Guarantee can be made after 29 September 2010, even with respect to Covered Liabilities which fall due prior to that date. Consideration should therefore be given as to whether new issues of Covered Liabilities should mature prior to 29 September 2010 in order to allow holders to call on the Scheme Guarantee (if necessary).

Disclosure Issues

• Disclosure of the Scheme in the offering document/final terms is prescribed by the DoF. Please contact the DoF for the latest version of the disclosure guidelines (which includes (i) a draft section on the Guarantee; (ii) a risk factor on the Act; and (iii) a disclaimer for the inside cover of the offering document).

• Before issuing any Covered Liabilities, the Covered Institution should contact the Markets Supervision Department of the Financial Regulator (markets@financialregulator.ie) on an informal basis.

A10278716 9

4 Application Process

Covered Institutions do not need to apply for a particular issue of securities to be covered by the Scheme Guarantee.

Under the Scheme, Covered Institutions must pay a quarterly charge to the Exchequer for the benefit of the Scheme Guarantee. The estimated aggregate cost of the Scheme Guarantee over the next two years is expected to be approximately €1 billion. The aggregate amount of the charge is based on the increased debt servicing costs that Ireland will bear as a result of providing the Scheme Guarantee.

The individual charge that each Covered Institution will pay is expected to be based, in part, on its long-term credit rating and, as such, its risk profile. Covered Institutions will be prohibited from passing the costs of the guarantee to their customers in an unwarranted fashion.

By executing a guarantee acceptance deed, a Covered Institution will agree to indemnify the Minister of Finance in respect of any payments made, or costs incurred, by the Minister of Finance under the guarantee provided to the Covered Institution. However, Covered Institutions will not be required to cross-indemnify any Covered Institutions outside their own group.

5 Transaction Documents

The usual documentation is required for a drawdown or stand-alone issue of Covered Liabilities. However, please note the following in relation to the offering document:

• A prospectus is not required where a Covered Institution proposes to offer Covered Liabilities and/or seek admission to trading of those Covered Liabilities on a regulated market, which do not mature after the expiry of the Scheme (i.e. 29 September 2010) (see here).

• The Financial Regulator recommends that those Covered Liabilities should be offered for sale in the form of a stand-alone offering document that does not refer to a base prospectus or other document previously approved under the Prospectus (Directive 2003/71/EC) Regulations 2005 (S.I. No. 324 of 2005) (the “Regulations”).

• The Financial Regulator also recommends that, where a Covered Institution does not prepare a stand-alone offering document, it should review how the final terms/offering document for such securities reads when read with the relevant base prospectus, in order to ensure that there is no suggestion (explicitly or implicitly) that the Financial Regulator has approved any documentation as complying with the Regulations insofar as it relates to such securities. Where such a suggestion might arise, the base prospectus should be supplemented to clarify the position.

• A prospectus is required where a Covered Institution proposes to offer securities (which are Covered Liabilities) to the public where those securities are due to mature after the expiry of the Scheme (e.g. Lower Tier 2 issues).

• The disclosure requirements set out in the Regulations will apply to a prospectus or base prospectus supplement, where the original prospectus or base prospectus so supplemented was published in connection with an issue of Covered Liabilities.

A10278716 10

6 Other Points of Practice

Issuance Structure

• The Covered Liabilities of a subsidiary of any parent credit institution which is not regulated by the Financial Regulator (being a subsidiary which is a Covered Institution) shall include only such Covered Liabilities of that subsidiary: (i) which relate to its own business; and (ii) in respect of which there is no recourse to any other entity within or outside its group, and shall not include liabilities which, in the absence of the Scheme Guarantee, would normally be those of other members of the Covered Institution’s group.

• In light of Irish common law, the trust deed for each issue of Guaranteed Securities will usually require the Financial Regulator’s and/or the DoF’s consent for variations, amendments, waivers, etc. to the terms and conditions. This is also usually added to the offering document (e.g. under “other information” in the final terms).

Lower Tier 2 Debt

• Paragraph 11 of the Schedule states that the Minister of Finance shall impose specific restrictions on a Covered Institution in respect of dated subordinated debt (Lower Tier 2) covered by the Scheme Guarantee, so as to prevent the unwarranted expansion of capital and lending activity during the guarantee period. Such restrictions shall include (but are not limited to) those set out at Paragraphs 36 to 43 of the Schedule.

• Please also note that the Financial Regulator shall require that where new dated subordinated debt is covered by the Scheme Guarantee, the Covered Institution benefiting from such a financing will also maintain at least the solvency ratio initially obtained when the relevant financing takes place during the whole duration of the Scheme Period.

7 State Aid

The European Commission made an announcement on the Scheme on 12 October 2008 (see here).

A10278716 11

The Netherlands

The 2008 Credit Guarantee Scheme of the State of the Netherlands (the “Scheme”) forms part of the Dutch Government’s measures announced on 13 October 2008 to improve the financing of financial institutions, thereby safeguarding corporate and household loans.

1 When is the Scheme Available?

The Scheme rules (as amended and restated on 11 November 2008, 21 November 2008 and 27 November 2008) (the “Scheme Rules”) can be found here.

Eligible Banks

Only financial institutions that qualify as eligible banks (“Eligible Banks”) may participate in the Scheme. An Eligible Bank must:

(i) (a) be a bank (as defined in Section 1:1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht) (the “Financial Supervision Act”)), (b) have its seat in the Netherlands, (c) be authorised to perform its banking activities pursuant to Section 2:12(1), 2:13(1) or 3:111(1) of the Financial Supervision Act and (d) be registered in the register as referred to in Section 1:107(2)(a) of the Financial Supervision Act;

(ii) have (in the State of the Netherlands’ (the “Guarantor”) opinion) a substantial business in the Netherlands; and

(iii) have a solvency ratio which is to the Guarantor’s satisfaction, taking into account the requirements of the Financial Supervision Act and any agreement of the bank with, or any directive or request to the bank from, the Dutch Central Bank.

No banks have been pre-selected as Eligible Banks. Banks that consider themselves to be Eligible Banks must:

(i) deliver a duly completed and signed application form to the Treasury Agency of the State of the Netherlands (the “Dutch State Treasury Agency”) for each Eligible Debt Instrument (as defined below) which they want to benefit from the Scheme; and

(ii) through the application form (a) subject themselves to the Scheme Rules, (b) make the representations contained in Schedule 7 to the Scheme Rules and (c) agree to the undertakings set out in Schedule 8 to the Scheme Rules.

The Guarantor will consider the application and whether the applicant qualifies as an Eligible Bank and may require:

(i) proof, in form and substance satisfactory to the Guarantor, that the bank qualifies as an Eligible Bank and the relevant debt instrument qualifies as an Eligible Debt Instrument;

(ii) an indemnity in the form of Schedule 5 to the Scheme Rules from any group company of the Eligible Bank; and

(iii) any authorisation, document or opinion the Guarantor considers necessary or desirable.

A10278716 12

Please note that no more than one member of a corporate group may be an Eligible Bank under the Scheme, save where the Guarantor determines otherwise.

Eligible Debt Instruments

Pursuant to Schedule 2 of the Scheme Rules, Eligible Debt Instruments must:

(i) be non-complex senior unsecured debt instruments on standard market terms and fall within one of the following categories:

(a) certificates of deposit;

(b) commercial paper; or

(c) medium term notes which by their terms are expressed to be redeemed in one single payment (bullet) and which carry interest at a fixed or floating rate;

(ii) have an issue date falling on or after 23 October 2008 and before 31 December 2009 (the “Final Application Date”);

(iii) have a tenor of no less than three months and no more than three years;5

(iv) be denominated in sterling, euro or US dollars; and

(v) not contain any event of default constituted by cross-default or cross-acceleration or right of prepayment by the issuer.

The proceeds of the issue of the Eligible Debt Instrument must be (and must be expressed to be) applied towards refinancing any debt instruments or other borrowings of the relevant Eligible Bank with a schedule maturity date falling on or after 23 October 2008.

In addition, the Guarantor must be satisfied that the Eligible Debt Instrument fits within the liquidity requirements of the Eligible Bank (having taken into account the refinancing profile and the structure of the balance sheet of the relevant Eligible Bank).

Notwithstanding the foregoing, the Guarantor may (in its discretion) determine that any debt or borrowing of an Eligible Bank which does not qualify as certificates of deposit, commercial paper or medium term notes, but which otherwise meets the criteria of Schedule 2 to the Scheme Rules, qualifies as an Eligible Debt Instrument. In that case, the Guarantor may impose additional conditions.

2 What does the Scheme Guarantee say?

Scheme Rule 5 sets out the terms of the guarantee (the “Scheme Guarantee”).

Unless otherwise defined herein, the following expressions have the following meanings:

“Eligible Debt Instrument” means securities which satisfy the requirements of Schedule 2 to the Scheme Rules or have been accepted as such.

“Guarantee Certificate” means a certificate in the form of Schedule 4 to the Scheme Rules.

“Guaranteed Debt Instrument” means Eligible Debt Instruments issued by an Eligible Bank, in respect of which the Guarantor has issued a Guarantee Certificate.

5 On 16 January 2009, the Dutch Ministry of Finance indicated that it was considering extending the maximum tenor to

five years. As at 27 January 2009, no change had been made to the Scheme Rules.

A10278716 13

The Scheme Guarantee is a guarantee from the Guarantor to all holders of a particular Guaranteed Debt Instrument - each Eligible Debt Instrument will require a separate Guarantee Certificate. For an issue of securities to become Guaranteed Debt Instruments, (i) the securities must be Eligible Debt Instruments and (ii) the issuer (which must be an Eligible Bank) must obtain a Guarantee Certificate prior to their issuance.

The Guarantor’s obligation to pay holders of Guaranteed Debt Instruments is triggered by the failure of the issuer (and anyone else, for instance a guarantor) to make a payment of principal or interest within any applicable grace period. Please note that default interest which is due pursuant to the terms and conditions of the Guaranteed Debt Instrument is not covered. Instead, the Guarantor will pay interest on the overdue amount at a rate per annum equal to the Euro Overnight Index Average as calculated by the European Central Bank.

The Scheme Guarantee creates a secondary obligation of the Guarantor and under Dutch law would qualify as a surety (borgtocht). The Guarantor, however, expressly waives any defences it might invoke as a surety. The Guarantor further expressly confirms that a breach of representation or undertaking by an Eligible Bank or an indemnity provider does not affect the Scheme Guarantee.

The Scheme Guarantee has no express termination date, although it is expected to terminate on 31 December 2012 (the Final Application Date plus three years (the maximum tenor of any Guaranteed Debt Instrument)). Termination of the Scheme Guarantee will not bar claims for any amounts owed by an Eligible Bank after 31 December 2012 to the extent those amounts became due before that date.

Holders of Guaranteed Debt Instruments (or the relevant trustee on their behalf) may only demand payment from the Guarantor if they deliver a notice of demand (in the form of Schedule 6 to the Scheme Rules) to the Guarantor (at the Dutch State Treasury Agency). In addition, the Guarantor may require proof that (a) the claimant is a holder of a Guaranteed Debt Instrument (or the relevant trustee, as the case may be) and (b) the claimed amount is due and remains outstanding.

3 Points arising from the Scheme Guarantee

Differences/Defects when compared to “Standard” Guarantees

• The Scheme Guarantee is a guarantee from the Guarantor to all holders of a particular Guaranteed Debt Instrument - each Eligible Debt Instrument will require a separate Guarantee Certificate.

• Coverage of an Eligible Debt Instrument under the Scheme Guarantee needs to be applied for (see below).

• A debt instrument will cease to be a Guaranteed Debt Instrument if it is not issued within 30 days of the Guarantee Certificate relating to it (Scheme Rule 5.5.2(a)).

• A debt instrument will cease to be a Guaranteed Debt Instrument if any term of that debt instrument is amended, supplemented or restated or waived (Scheme Rule 5.5.2(b)) (the original ability of the Guarantor to give its consent to amendments was, we understand at the request of rating agencies, removed in the most recent version of the Scheme Rules).

A10278716 14

• Any claims of an Eligible Bank on a group company which have arisen in respect of the Guaranteed Debt Instrument (a “Junior Claim”) are subordinated to claims of the Guarantor on such group company and unless the Guarantor directs otherwise no payment may be made in relation to those claims. The Guarantor may, for instance, also collect the Junior Claim and discharge, settle or waive any claim or dispute relating to a Junior Claim.

Disclosure Issues

• Disclosure of the Scheme Guarantee in any offering document or other document or announcement is prescribed by Schedule 10 to the Scheme Rules to be (substantially) the following:

The State of the Netherlands has unconditionally and irrevocably guaranteed the due payment of all amounts in principal and interest due by [ISSUER] under the [DEBT INSTRUMENTS] according and subject to (i) the Rules governing the 2008 Credit Guarantee Scheme of the State of the Netherlands, and (ii) the Guarantee Certificate issued under those Rules in respect of the [DEBT INSTRUMENTS]. Those Rules and that Guarantee Certificate are available at www.dutchstate.nl

• If a description as set out above is included, the offering document, other document or announcement may also (i) incorporate the Scheme Rules and the relevant Guarantee Certificate by reference and (ii) include a factual description or summary of the Scheme Rules or the Scheme Guarantee in respect of the relevant Guaranteed Debt Instrument.

• If a description or summary as set out in (ii) above is included, such description or summary must be true and accurate and not misleading and the following disclaimer must (substantially) be used in the document:

The State of the Netherlands has neither reviewed this [OFFER OR OTHER DOCUMENT] nor verified the information contained in it, and the State of the Netherlands makes no representation with respect to, and does not accept any responsibility for, the contents of this [OFFER OR OTHER DOCUMENT] or any other statement made or purported to be made on its behalf in connection with [ISSUER] or the [issue and offering] of the [DEBT INSTRUMENTS]. The State of the Netherlands accordingly disclaims all and any liability, whether arising in tort or contract or otherwise, which it might otherwise have in respect of this [OFFER OR OTHER DOCUMENT] or any such statement.

4 Guarantee Certificate Application Process

As mentioned above, for an issue of Eligible Debt Instruments to become Guaranteed Debt Instruments, the Eligible Bank must apply for a Guarantee Certificate prior to their issuance. The Dutch State Treasury Agency requires that a duly completed and signed application form in the form of Schedule 3 to the Scheme Rules is delivered to it before the Final Application Date. The Guarantor may then require the following to be delivered to it prior to the issue of a Guarantee Certificate:

(i) proof that the bank qualifies as an Eligible Bank and proof that the relevant debt instrument qualifies as an Eligible Debt Instrument;

A10278716 15

(ii) an executed indemnity in the form of Schedule 5 to the Scheme Rules of any group company of the Eligible Bank designated by the Guarantor in respect of the relevant Eligible Debt Instrument (an “Indemnification Provider”); and

(iii) any authorisation or other document, opinion or assurance which the Guarantor considers to be necessary or desirable in connection with the relevant Eligible Debt Instrument or its designation as a Guaranteed Debt Instrument.

An application form may not relate to more than one issue of Eligible Debt Instruments.

By delivering the application form and, if applicable, the executed indemnity, the Eligible Bank and any relevant Indemnification Provider will be deemed to:

(i) make the representations contained in Schedule 7 to the Scheme Rules on (a) the date of the application form or executed indemnity (as the case may be) and (b) if the relevant Eligible Debt Instrument becomes a Guaranteed Debt Instrument, on the date the Guaranteed Debt Instrument is issued; and

(ii) agree to the undertakings contained in Schedule 8 to the Scheme Rules and such other undertakings and obligations set out in the Scheme Rules.

Please note that the Guarantor may require additional representations and/or undertakings pursuant to Scheme Rule 7.3. Importantly, on the basis of the same Rule 7.3, the Guarantor may also (in its discretion) vary or waive any one or more representations or undertakings.6

Each Eligible Bank at whose request an Eligible Debt Instrument has been designated as a Guaranteed Debt Instrument shall pay to the Guarantor a fee in respect of that Guaranteed Debt Instrument. The amount of the fee shall be determined in accordance with Schedule 9 to the Scheme Rules.

If the Guarantor determines that the conditions set out in Scheme Rule 3.4.1 have been satisfied, it shall, subject to Scheme Rule 3.4.2, designate the relevant Eligible Debt Instrument as a Guaranteed Debt Instrument by issuing a Guarantee Certificate (in the form of Schedule 4 to the Scheme Rules) in respect of that Eligible Debt Instrument.

An Eligible Bank can only issue securities which conform to the description in the relevant Guarantee Certificate (i.e. once the Guarantee Certificate is issued for such securities, you cannot change the currency, extend the maturity, increase the principal amount or increase the coupon etc. - see Scheme Rule 5.5.1).

A debt instrument will cease to be a Guaranteed Debt Instrument if (a) it is not issued within 30 days of the Guarantee Certificate relating to it (the “Cut-off Date”) (Scheme Rule 5.5.2(a)); or (b) any term of that debt instrument is amended, supplemented or restated or waived (Scheme Rule 5.5.2(b)).

Failure to issue the Guaranteed Debt Instrument by the Cut-off Date will result in the Eligible Bank paying a termination fee. The amount of the termination fee shall be determined in accordance with Schedule 9 to the Scheme Rules.

6 It is likely that Eligible Banks that have used the Dutch State’s €20 billion recapitalisation scheme will try to obtain

waivers from some of the undertakings.

A10278716 16

5 Transaction Documents

Save for obtaining a Guarantee Certificate, the usual documentation is required for a drawdown or stand-alone issue of Guaranteed Debt Instruments. However, please note the following:

• Issues which benefit from the Scheme Guarantee are, as far as the Netherlands is concerned, exempt from the Prospectus Directive as “unconditionally and irrevocably guaranteed by a Member State of the European Economic Area”. It is therefore not necessary to produce a publicly obtainable prospectus that has been approved by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten) (the “AFM”). It is noted that this does not mean that other competent authorities will or can adopt the same view; they will have to make their own assessment as to whether the Scheme Guarantee creates an “unconditional and irrevocable guarantee by a Member State of the European Economic Area”.

• An Eligible Bank can either (i) create a new programme for issues which benefit from the Scheme or make such issues on a stand-alone basis or (ii) amend its existing programme to provide for the possibility of issues which benefit from the Scheme.

• In the case of (i) above, the new programme or stand-alone issue will (from a Dutch perspective) be outside the scope of the Prospectus Directive and the offering document will not need to be reviewed by the AFM (any Amsterdam listed drawdowns would be treated as issues guaranteed by a sovereign) and disclosure on the Eligible Bank can be limited (or even omitted).

• In the case of (ii) above, the supplement to the existing base prospectus would need to be approved by the AFM. The supplement would (among other things) include disclosure on the Scheme Guarantee, as set out in “Points arising from the Scheme Guarantee — Disclosure Issues” above, and the withholding tax position on claims made under the Scheme Guarantee. Amendments to programme agreements would need to be considered.

• A copy of the issue documentation needs to be delivered to the Guarantor post-issuance and may need to be delivered prior to issuance.

• No Eligible Bank may promote itself or its business, or that of any other person, by reference to the Scheme, the Scheme Rules, the Scheme Guarantee or any Guarantee Certificate other than in accordance with Schedule 10 to the Scheme Rules.

6 Other Points of Practice

Post-issuance Disclosure

• Each Eligible Bank which issues any Guaranteed Debt Instrument must, within three business days of such issue, notify the Guarantor of the details set out in Rule 4 of the Scheme Rules, such as issue date, maturity date, principal amount and interest rate (including its ISIN code (if any) and the gross proceeds), and must at the same time deliver to the Guarantor a copy of the documentation for that Guaranteed Debt Instrument.

Issuance Structure

A10278716 17

• The Scheme applies to plain vanilla, non-complex instruments only, which does not include fixed-to-floating or index-linked securities and instalment notes. However, Guaranteed Debt Instruments may be issued at a discount.

• Although the proceeds of each issue of Guaranteed Debt Instruments must, according to Schedule 2 to the Scheme Rules, be (and must be expressed to be) used to refinance liabilities of the relevant Eligible Bank, the fact that Junior Claims are contemplated by the Scheme Rules implies that the proceeds may be on-lent to group companies. In connection with any on-lending it is important to confirm with the Dutch State Treasury Agency that this is indeed allowed in the specific circumstances and whether or not a borrowing group company would in that case need to become an Indemnification Provider.

7 State Aid

The European Commission issued an announcement relating to the Scheme on 31 October 2008 (see here).

8 Contacts

If you have any questions or need any additional information, please feel free to contact any of the following or one of your usual Linklaters contacts:

Pim Horsten: +31 207 996 210 – pim.horsten@linklaters.com

Alexander Harmse: +31 207 996 216 – alexander.harmse@linklaters.com

A10278716 18

Federal Republic of Germany

The Financial Market Stabilisations Fund (Sonderfonds Finanzmarktstabilisierung) (“SoFFin”) forms part of the German Government’s measures announced in October 2008 to ensure the stability of the financial system and to protect ordinary savers, depositors, businesses and borrowers during the Fund Period (as defined below).

1 When is the Scheme Available?

The Financial Market Stability Act (Finanzmarktstabilisierungsgesetz) (the “Act”) provides the statutory authority for SoFFin and can be found here (an English translation can be found here).

The Financial Market Stability Fund Regulation (Finanzmarktstabilisierungsfonds – Verordnung) (the “Ordinance”) sets out the access and eligibility criteria for the Fund in greater detail and can be found here (as at the date of this Memorandum, no English translation was available).

Eligible Institutions

For institutions to become eligible institutions (“Eligible Institutions”), they must make a written application to SoFFin. Article 1 Section 2(1) of the Act requires applicants to be:

(i) German credit institutions (Kreditinstitute) within the meaning of the German Banking Act (Kreditwesengesetz);

(ii) financial services providers (Finanzdienstleistungsinstitute) within the meaning of the German Banking Act (Kreditwesengesetz);

(iii) German insurance companies and pensions funds (Pensionsfonds) within the meaning of the German Insurance Supervisory Act (Versicherungsaufsichtsgesetz);

(iv) German investment management companies (Kapitalanlagegesellschaften) within the meaning of the German Investment Act (Investmentgesetz);

(v) operators of securities and commodities exchanges; and

(vi) certain parent companies of the aforementioned entities.

As at the date of this Memorandum, only German credit institutions have applied for a SoFFin guarantee (each a “Guarantee”).

Eligible Securities

Pursuant to Article 1 Section 6(1) of the Act in connection with Section 2 of the Ordinance, securities must:

(i) have an issue date falling on or after 18 October 2008 and before 31 December 2009 (the “Fund Period”); and

(ii) have a tenor of no more than three years,7

in order to become SoFFin eligible (“Eligible Securities”). Eligible Securities which have the benefit of a Guarantee are referred to herein as “Guaranteed Securities”.

7 We understand that the German Government is discussing extending the maximum tenor to five years with the EU

Commission. As at 27 January 2009, no change had been made to the Act or the Ordinance.

A10278716 19

Please note that, according to Paragraph 21 of the communication of the EU Commission, dated 27 October 2008 approving the Act (the “Communication”) (see here (as at the date of this Memorandum, no English translation was available)), Guarantees may only be granted until 28 April 2009. After this date, Guarantees may only be granted if the financial markets crisis continues and the German Government has notified the EU Commission that SoFFin will continue to be utilised.

In practice, only plain vanilla debt securities are eligible. If Eligible Securities are denominated in a currency other than euro, no Guarantee will be given unless SoFFin can hedge its currency exposure, with the relevant Eligible Institution bearing any associated costs.

2 Application Process

An Eligible Institution must make an application to SoFFin in order to receive a Guarantee for an issue of Eligible Securities.

The Eligible Institution and SoFFin must enter into an “Agreement for the Granting of Guarantees” (the “Agreement”) in the form provided by SoFFin. The Agreement sets out (amongst other things) SoFFin’s fee for providing the Guarantee (the “Fee”), any duties imposed by SoFFin on the Eligible Institution, other covenants imposed on the Eligible Institution and termination rights.

By way of example, SoFFin has imposed the following duties on Eligible Institutions:

(i) an obligation on the shareholders to recapitalise the relevant Eligible Institution (the minimum core capital ratio required in practice is 8 per cent.);

(ii) the provision of a restructuring plan. Although Paragraph 24 of the Communication requires a restructuring plan to be submitted to the EU Commission by the relevant Eligible Institution within six months of the date on which SoFFin makes a payment under the relevant Guarantee, SoFFin has in practice required a (separate) restructuring plan to be provided to it within a fixed period; and

(iii) adjustment of the business model and the spin-off of bad assets to ensure the long-term survival of the Eligible Institution.

SoFFin has also imposed wide-ranging information covenants for its benefit.

Failure by the Issuer to comply with the duties and covenants imposed leads to:

(i) a right for SoFFin to terminate the Agreement (however, this will not affect the validity of any Guarantees already given thereunder); and

(ii) in individual cases, hefty contractual penalties on the Issuer.

The Fee must comply with the rates approved by the EU Commission in the Communication.

The Agreement will contain a standard form of drawdown notice (which must be submitted to SoFFin each time the relevant Eligible Institution wants to issue Guaranteed Securities) and a form of Guarantee to be issued by SoFFin.

There is no right to require SoFFin to enter into the Agreement or to grant an individual Guarantee. However, SoFFin is required to duly exercise its discretion and grant equal treatment in its administrative practices.

A10278716 20

3 What does the Guarantee say?

The Guarantee constitutes a guarantee on first demand (auf erstes Anfordern).

The Guarantee is irrevocable, unconditional and timely.

4 Disclosure Issues

• Standard disclosure describing SoFFin as guarantor is currently being developed and should be included in Prospectus Directive-compliant prospectuses where an Eligible Institution wishes to issue Guaranteed Securities under its debt issuance programmes.

• Any Eligible Institution applying for a Guarantee is required to determine if it must make ad hoc disclosure.

• If an Eligible Institution wants to continue to use an existing base prospectus, it will be required to issue a supplement if it applies for a Guarantee.

5 State Aid

The European Commission made announcements on SoFFin on 28 October 2008 (see here) and 12 December 2008 (see here).

6 Contacts

If you have any questions or need any additional information, please feel free to contact any of the following or one of your usual Linklaters contacts:

Peter Waltz: +49 6971003 457 – peter.waltz@linklaters.com

A10278716 21

Portugal

The Portuguese State Guarantees Scheme (the “Scheme”) forms part of the Portuguese Government’s measures announced on 20 October 2008 and 23 October 2008 to strengthen financial stability in Portugal and to increase available liquidity in the Portuguese financial markets.

1 When is the Scheme Available?

Law No. 60-A/2008 (the “Law”) provides the statutory authority for the Scheme and secondary legislation, in the form of an ordinance (No. 1219-A/2008) (the “Ordinance”), sets out the access and eligibility criteria for the Scheme in greater detail.

Eligible Entities

Only credit institutions with a registered office in Portugal can benefit from the Scheme (“Eligible Entities”).

Eligible Securities

Pursuant to Article 2(1) of the Ordinance, Eligible Securities must:

(i) be senior unsecured (i.e. unsubordinated) debt instruments;

(ii) have an issue date falling on or after 23 October 2008 and before 31 December 2009;

(iii) have a tenor of no less than three months and no more than three years;8 and

(iv) be denominated in euro.

Article 2(3) of the Ordinance states that the following will not be Eligible Securities:

(i) interbank deposit operations in the money markets;

(ii) subordinated debt obligations;

(iii) operations that already benefit from other guarantees; and

(iv) financing operations in jurisdictions that do not meet internationally accepted transparency standards.

2 What does the Scheme Guarantee say?

The official English translation of the state guarantee (the “Scheme Guarantee”) can be found here (its Annexes include official English translations of the Law and the Ordinance).

Unless otherwise defined herein, the following expressions have the following meanings:

“Eligible Securities” means securities which satisfy the requirements of Article 2(1) of the Ordinance.

“Guaranteed Securities” means Eligible Securities issued by an Eligible Entity, in respect of which a guarantee has been granted by the Portuguese State (the “Guarantor”) through a decision (Despacho) of the Secretary of State for the Treasury and Finances (as delegated by the Ministry of Finance) as published in the Official Gazette prior to their issuance.

8 The Portuguese Central Bank (the “PCB”) may extend the maximum maturity to five years upon application by an

Eligible Institution.

A10278716 22

The Scheme Guarantee is a one-off guarantee from the Guarantor to all holders of Guaranteed Securities - there are no separate guarantees for each issue. The Guarantor’s obligation to pay holders of Guaranteed Securities will be triggered according to the terms of the Guarantee (normally by the failure of the issuer to make a payment of principal or interest within any applicable grace period).

The Scheme Guarantee terminates on 31 December 2009. Termination of the Scheme Guarantee will not bar claims for any amounts owed by an Eligible Entity under its Guaranteed Securities after 31 December 2009.

A debt instrument will cease to be a Guaranteed Security if it is not issued within one month of the Eligible Entity acknowledging the decision to extend the Scheme Guarantee (Article 5(1) of the Law).

3 Points arising from the Scheme Guarantee

Differences/Defects when compared to “Standard” Guarantees

• The Scheme Guarantee is a statutory regime and therefore can be revoked or amended at any time by Parliament. Please note that the Scheme will be reviewed by Parliament six months after coming into force (see the preamble to the Ordinance).

• The Scheme Guarantee is a one-off guarantee from the Guarantor to all holders of Guaranteed Securities - there are no separate guarantees for each issue.

• Coverage under the Scheme Guarantee needs to be applied for (see below).

• A debt instrument will cease to be a Guaranteed Security if it is not issued within one month of the decision to extend the Scheme Guarantee (Article 5(1) of the Law).

• If the Guarantor makes a payment under the Scheme Guarantee, it will be subrogated to the rights of holders until full repayment of the relevant Guaranteed Securities. The Guarantor may also (among other things) convert the credit it holds in the relevant Eligible Entity into preferred shares (Article 10 of the Ordinance).

Disclosure Issues

• There are no specific disclosure rules that apply to the issue of Guaranteed Securities. Exemptions are available for state-guaranteed debt to the Portuguese public offer and listing rules and a Prospectus Directive-compliant prospectus is not required.

• In the past, state guaranteed debt has been admitted to listing on Euronext Lisbon on the basis of a term sheet (which contains the basic terms, a short summary of certain legal sections and schedules containing the full terms and conditions and the guarantee). These term sheets have not contained a description of the issuer or the guarantor or any risk factors. Therefore, the level of disclosure relating to an Eligible Entity, the Guarantor or any risk factors is a commercial decision.

• An application will be required in order to register the Guaranteed Securities with the local central clearing system (managed by Interbolsa). This process is generally quite simple and is more of an administrative step.

A10278716 23

4 Scheme Guarantee Application Process

As mentioned above, for an issue of Eligible Securities to become Guaranteed Securities, the decision (Despacho) of the Secretary of State for the Treasury and Finances (as delegated by the Ministry of Finance) to grant the Scheme Guarantee must be published in the Official Gazette prior to their issuance.

Pursuant to Article 3 of the Ordinance, the following must be included in the application filed with the PCB:

(i) details of the relevant loan/debt issuance to be guaranteed (including the parties);

(ii) explanation of why the guarantee is essential for ensuring that the applicant receives funding;

(iii) draft agreement or documentation, as well as plans for financing utilisation and amortisation and the applicable interest rates;

(iv) confirmation by the applicant that the PCB may send the data received on to the Direcção Geral do Tesouro e das Finanças (the Directorate General for the Treasury and Finance (the “DGTF”)) and the Instituto de Gestão de Tesouraria e de Crédito Públic (the Portuguese Debt Institute (the “PDI”)) for analysis; and

(v) evidence that the necessary requirements of law and the applicant’s articles of association are met/fulfilled so that the guarantee can be triggered.

Additional information may be requested by the PCB on a case-by-case basis.

The PCB and the PDI will analyse any application received from an Eligible Entity and make a recommendation. However, the power to decide whether a Guarantee will be granted is vested in the Ministry of Finance, which was delegated such powers by the Secretary of State for Treasury and Finances in Decision No. 31091/2008.

On making their decision, the PCB and the PDI will take (a) the importance of the Eligible Entity to the Portuguese economy and (b) the Eligible Entity’s conditions into consideration. Pursuant to Article 6 of the Ordinance, the PCB and the PDI will submit their joint recommendation to the Ministry of Finance within eight business days of the application. The Ministry of Finance must accept or reject the recommendation within two business days of receipt.9

Each Eligible Entity at whose request an Eligible Security has been designated as a Guaranteed Security shall pay a fee. The amount of the fee shall be determined in accordance with the Annex to the Ordinance.

5 Transaction Documents

The usual documentation is required for a drawdown or stand-alone issue of Guaranteed Securities. Although, in our experience, comfort letters are not usually required if there is no disclosure on the Eligible Entity or the Guarantor.

9 Please note that Article 3 of the Ordinance allows the PCB, the PDI and the Guarantor to seek further information from

the applicant and/or extend deadlines for complex issues.

A10278716 24

6 Post-issuance Disclosure

• For each issue of Guaranteed Securities, the Eligible Entity must send the DGTF proof that capital has been amortised or principal/interest paid within five days of the relevant payment (thereby indicating which amounts are no longer the subject of the Scheme Guarantee) (Article 8 of the Ordinance).

• Eligible Entities must notify the DGTF immediately if a term of the Guaranteed Securities is amended (Article 9 of the Ordinance).

7 State Aid

The European Commission issued an announcement relating to the Scheme on 30 October 2008 (see here).

8 Contacts

If you have any questions or need any additional information, please feel free to contact any of the following or one of your usual Linklaters contacts:

António Soares: +351 21864 0013 [5013] – antonio.soares@linklaters.com

Rita Oliveira Pinto: +351 21864 0018 [5018] – rita.pinto@linklaters.com

Vera Ferreira de Lima: +351 21864 0091 [5091] – vera.lima@linklaters.com

A10278716 25

The United States of America

The U.S. Debt Guarantee Program (the “Programme”) is part of the Temporary Liquidity Guarantee Program (the “TLGP”) that was announced on 14 October 2008 as part of an initiative by the U.S. Government to counter the current system-wide crisis in the U.S. financial sector. The TLGP also includes the Transaction Account Guarantee Program, which is not covered in this memorandum. The TLGP, including the Programme, is intended to promote financial stability by preserving confidence in the banking system and to encourage liquidity in order to ease lending to creditworthy businesses and consumers.

The Programme was implemented by the Federal Deposit Insurance Corporation (the “FDIC”) through the TLGP Rules (the “Rules”), which first became effective on 4 November 2008 through an amended interim rule and became effective in their entire final form on 19 December 2008. The final version of the Rules can be found here.The resulting regulations are located in the Code of Federal Regulations at 12 C.F.R. Part 370, found here. The FDIC’s TLGP website can be found at http://www.fdic.gov/tlgp/.

The FDIC is an independent agency of the U.S. Government, and the guarantees made by the FDIC under the Programme (each, a “Guarantee”) are backed by the full faith and credit of the United States.

The Rules were made pursuant to a determination of systemic risk by the Secretary of the Treasury in accordance with Section 13(c)(4)(G) of the Federal Deposit Insurance Act, 12 U.S.C. § 1823(c)(4)(G), which can be found here.

1 When is the Guarantee Available?

Eligible Entities

The following entities (“Eligible Entities”) can participate in the Programme:

(i) “Insured Depository Institution”: any bank or savings association the deposits of which are insured by the FDIC, except that this term does not include an “insured branch” of a foreign bank, as defined in 12 U.S.C. § 1813(s)(3), for the purposes of the Programme;

(ii) “U.S. Bank Holding Company”: a “bank holding company”, as defined in Section 2(a) of the Bank Holding Company Act of 1956 (“BHCA”), 12 U.S.C. § 1841(a), that is organised under the laws of any U.S. state or the District of Columbia, provided that it controls, directly or indirectly, at least one subsidiary that is a chartered and operating Insured Depository Institution;

(iii) “U.S. Savings and Loan Holding Company”: a “savings and loan holding company”, as defined in Section 10(a)(1)(D) of the Home Owners’ Loan Act of 1933 (‘‘HOLA’’), 12 U.S.C. § 1467a(a)(1)(D), that is organised under the laws of any U.S. state or the District of Columbia and either:

(a) engages only in activities that are permissible for financial holding companies under Section 4(k) of the BHCA, 12 U.S.C. § 1843(k); or

(b) has at least one Insured Depository Institution subsidiary that is the subject of an application under Section 4(c)(8) of the BHCA, 12 U.S.C. § 1843(c)(8), that was pending on 13 October 2008,

A10278716 26

provided that it controls, directly or indirectly, at least one subsidiary that is a chartered and operating Insured Depository Institution; and

(iv) any other affiliates of an Insured Depository Institution that the FDIC, in its sole discretion and on a case-by-case basis, after written request and positive recommendation by the appropriate Federal banking agency, designates as an Eligible Entity; such affiliate, by seeking and obtaining such designation, also becomes a participating entity in the Programme.

Please note that an Insured Depository Institution is eligible to participate even if it is a subsidiary of a non-U.S. entity, and a non-U.S. entity will never be eligible to participate directly even if it has an Eligible Entity as a subsidiary.

Eligible Instruments

Under the Programme, any Senior Unsecured Debt that is issued by a Participating Entity (as defined below) on or after 14 October 2008 and on or before 30 June 2009 (“Newly Issued Senior Unsecured Debt”) is eligible to be guaranteed by the FDIC.

For the purposes of the Programme, “Senior Unsecured Debt” means unsecured borrowing that:

• is evidenced by a written agreement or trade confirmation;

• has a specified and fixed principal amount;

• is non-contingent and contains no embedded options, forwards, swaps or other derivatives;

• is not, by its terms, subordinated to any other liability;

• has a stated maturity of more than 30 days (for debt issued prior to 5 December 2008 and for the purposes of calculating the Guarantee Limit described below, the definition does not include a 30-day minimum maturity requirement); and

• pays either a fixed interest rate or a floating interest rate based on a commonly-used reference rate (including a single index of a Treasury bill rate, the prime rate and LIBOR) with a fixed amount of scheduled principal payments.

Except for deposits, Senior Unsecured Debt may be denominated in a foreign currency.

Included Forms of Debt

Senior Unsecured Debt may include, for example, the following debt, provided such debt meets the above definition of Senior Unsecured Debt:

• federal funds purchased;

• promissory notes;

• commercial paper;

• unsubordinated unsecured notes (including zero-coupon bonds);

• U.S. dollar-denominated certificates of deposit owed to an Insured Depository Institution, an insured credit union (as defined in the Federal Credit Union Act) or a foreign bank;

A10278716 27

• U.S. dollar-denominated deposits in an international banking facility of an Insured Depository Institution owed to an Insured Depository Institution or a foreign bank; and

• U.S. dollar-denominated deposits on the books and records of foreign branches of U.S. Insured Depository Institutions that are owed to an Insured Depository Institution or a foreign bank.

Please note that the term ‘‘foreign bank’’ does not include a foreign central bank or other similar foreign government entity that performs central bank functions or a quasi-governmental international financial institution, such as the International Monetary Fund or the World Bank.

Please note that references to debt owed to an Insured Depository Institution, an insured credit union, or a foreign bank mean debt owed to the institution solely in its own capacity and not as agent.

Excluded Forms of Debt

The following forms of debt will not qualify as Senior Unsecured Debt:

• any obligation that has a stated maturity of “one month” (including obligations the actual term of which is up to 35 days because of holidays);

• obligations under guarantees or other contingent liabilities;

• derivatives;

• derivative-linked products;

• debts that are paired or bundled with other securities;

• convertible debt;

• capital notes;

• the unsecured portion of otherwise secured debt;

• negotiable certificates of deposit;

• deposits denominated in a foreign currency or other foreign deposits (except as indicated under “When is the Guarantee Available? - Included Forms of Debt” above);

• revolving credit agreements;

• structured notes;

• instruments that are used for trade credit;

• retail debt securities;

• any funds regardless of form that are swept from individual, partnership or corporate accounts held at depository institutions; and

• loans from affiliates, including parents and subsidiaries, and institution-affiliated parties.

A10278716 28

2 What does the Guarantee say?

Under the Programme, the FDIC will automatically guarantee all Newly Issued Senior Unsecured Debt issued by a Participating Entity up to the Guarantee Limit described below. The Programme guarantees the timely payment of interest and principal scheduled on or before 30 June 2012.10 Even if the stated maturity extends beyond 30 June 2012, the Guarantee will apply only to payments scheduled on or before 30 June 2012. In addition, the Guarantee extends only to Newly Issued Senior Unsecured Debt issued on or before 30 June 2009.

Guarantee Limit

The “Guarantee Limit” is the total amount of Newly Issued Senior Unsecured Debt that the FDIC will guarantee for an individual Participating Entity. The Guarantee Limit for a Participating Entity is set at 125 per cent. of the par value of a Participating Entity’s Senior Unsecured Debt that was outstanding as at the close of business on 30 September 2008 and that was scheduled to mature on or before 30 June 2009.

Please note the following:

• If a Participating Entity, other than an Insured Depository Institution, had no Senior Unsecured Debt outstanding as at 30 September 2008, then its Guarantee Limit is zero. However, such a Participating Entity may apply to the FDIC to have its Guarantee Limit raised.

• If a Participating Entity is an Insured Depository Institution and had no Senior Unsecured Debt outstanding as at 30 September 2008, its Guarantee Limit is 2 per cent. of its consolidated liabilities as at 30 September 2008. The same 2 per cent. limit applies if an Insured Depository Institution had only “federal funds purchased” outstanding, even though federal funds purchased otherwise qualify as Senior Unsecured Debt.

• If an entity becomes an Eligible Entity after 13 October 2008, the FDIC will establish the entity’s Guarantee Limit at the time the entity is designated an Eligible Entity.

• If a Participating Entity is an Insured Depository Institution and the subsidiary of another Participating Entity, the subsidiary may raise its Guarantee Limit by reducing the parent Participating Entity’s Guarantee Limit, provided that prior written notice is given to the FDIC and each parent Participating Entity.

• In the case of a merger between Eligible Entities, the Guarantee Limit of the surviving entity is equal to the sum of the Guarantee Limits of the merging Eligible Entities calculated on a pro forma basis, unless the FDIC intervenes to impose another limit.

• The FDIC may raise, lower or otherwise change the Guarantee Limit of a Participating Entity after consulting the Participating Entity’s Federal banking regulatory agency (i.e. the Office of the Comptroller of the Currency, the Office of Thrift Supervision or the Federal Reserve).

10 On 16 January 2009, the FDIC announced that it will propose changes to the Programme in order to extend the end

date for a Guarantee from 30 June 2012 to 30 June 2019 where the relevant debt is supported by collateral and the issuance supports new consumer lending. As at 27 January 2009, no changes had been made to the Programme.

A10278716 29

Newly Issued Senior Unsecured Debt may not be identified as FDIC-guaranteed if:

• the proceeds of the debt are used to prepay debt that is not FDIC-guaranteed;

• the issuing entity has previously opted out of the Programme (see “Participation” below);

• the issuing entity has had its participation in the Programme terminated by the FDIC;

• the issuing entity has exceeded its Guarantee Limit; or

• the debt is owed to an affiliate, an institution-affiliated party, an insider of the Participating Entity or an insider of an affiliate.

Assessment (Issuance Fee)

Under the Programme, all Participating Entities that issue guaranteed debt after 12 November 2008 must pay a fee for each new issuance of guaranteed debt (the “Assessment”). The Assessment will be automatically deducted from a designated account once the new issuance is reported on FDICconnect.

• The amount of the Assessment is determined by multiplying the amount of the guaranteed debt being issued by the term of the debt (expressed in years) and an annualised assessment rate (see the table below).

• If the debt matures after 30 June 2012, then 30 June 2012 will be used as the maturity date for Assessment purposes.

• The Assessment will not be reduced if the guaranteed debt is redeemed prior to its scheduled maturity.

• If a Participating Entity issues debt above its Guarantee Limit and represents it as guaranteed by the FDIC, the Assessments for all outstanding guaranteed debt of that Participating Entity will be recalculated with the applicable assessment rates (as found in the table below) doubled for all outstanding guaranteed debt, not just for the debt that exceeds the Guarantee Limit. Please note that, even though the debt of a given issuance exceeds the Guarantee Limit, that entire issuance will still be guaranteed by the FDIC. However, a Participating Entity which issues debt above its Guarantee Limit is subject to enforcement action by the FDIC, including termination of its continued participation in the Programme.

• Normally under the Programme, a Participating Entity is not allowed to issue non-guaranteed Newly Issued Senior Unsecured Debt unless it has reached its Guarantee Limit. However, there is one exception. A Participating Entity may issue non-guaranteed Newly Issued Senior Unsecured Debt so long as (i) the debt has a maturity date after 30 June 2012; (ii) the Participating Entity notified the FDIC on or before 5 December 2008 of its intention to issue non-guaranteed debt before reaching the Guarantee Limit; and (iii) the Participating Entity pays the FDIC the Non-refundable Fee (as defined below) which is required to have the option to issue such non-guaranteed debt.

The “Non-refundable Fee” will be equal to the sum of 37.5 basis points multiplied by the amount of the entity’s Senior Unsecured Debt with a maturity date on or before 30 June 2009 that was outstanding as at 30 September 2008.

A10278716 30

The Non-refundable Fee will be collected in six equal monthly instalments. A Participating Entity that selects this option will still be charged an Assessment for any guaranteed debt issuances; however, those charges will be off-set by the amounts paid by the Participating Entity as the Non-refundable Fee until the Non-refundable Fee is exhausted. Thereafter, the Assessment for guaranteed debt will be paid normally.

For debt with a maturity of The annualised assessment rate (in basis points) is:

180 days or less (excluding overnight debt)

50

181-364 days 75

365 days or greater 100

Please note that if a Participating Entity (i) controls at least one Insured Depository Institution; (ii) is not an Insured Depository Institution itself; and (iii) holds assets which are more than 100 per cent. of the combined assets of all the Insured Depository Institutions that it controls, then 10 basis points will be added to the otherwise applicable annualised assessment rate found in the above table.

3 Points arising from the Guarantee

Differences when compared to “Standard” Guarantees

• The Guarantee is a one-off guarantee from the FDIC to all holders of guaranteed debt - there are no separate guarantees for each issue.

• No eligibility certificate needs be issued with respect to Newly Issued Senior Unsecured Debt for it to benefit from the Guarantee.

• The Guarantee is administrative, i.e. created by the FDIC regulations and not by any contract.

• All Newly Issued Senior Unsecured Debt issued by a Participating Entity that is under the Guarantee Limit will be guaranteed until 30 June 2012 even if the debt matures after 30 June 2012.

• No document governing the issuance of Newly Issued Senior Unsecured Debt guaranteed by the FDIC may include a provision that would result in the automatic acceleration of the debt upon a default by the issuer at any time during which the Guarantee is in effect or during which payments are being made by the FDIC pursuant to the Guarantee.

• Without the express written consent of the FDIC, a Participating Entity cannot modify, supplement or waive any provision of the guaranteed debt documentation that is related to the principal, interest, payment, default or ranking of the indebtedness or that is required to be included in the documentation pursuant to the Master Agreement (as defined below).

• The FDIC shall be subrogated to all of the rights of the holders under the Guarantee against the Issuer in respect of any amounts paid to the holders, or for the benefit of the holders, by the FDIC pursuant to the Programme.

A10278716 31

Disclosure Issues

Disclosure in Offering Materials

• Each Participating Entity must include the following disclosure statement in all written materials provided to lenders or creditors regarding any Senior Unsecured Debt issued by it between 19 December 2008 and 30 June 2009 that is guaranteed under the Programme:

This debt is guaranteed under the Federal Deposit Insurance Corporation's Temporary Liquidity Guarantee Program and is backed by the full faith and credit of the United States. The details of the FDIC guarantee are provided in the FDIC's regulations, 12 C.F.R. Part 370, and at the FDIC's website, www.fdic.gov/tlgp. The expiration date of the FDIC's guarantee is the earlier of the maturity date of the debt or 30 June 2012.

• Each Participating Entity must include the following disclosure statement in all written materials underlying any Senior Unsecured Debt it issues between 19 December 2008 and 30 June 2009 that is not covered under the Programme:

This debt is not guaranteed under the Federal Deposit Insurance Corporation's Temporary Liquidity Guarantee Program.

Disclosure of Senior Unsecured Debt

• Participating Entities were required by no later than 5 December 2008 to calculate and report the amount of their Senior Unsecured Debt outstanding as at 28 September 2008 that was scheduled to mature on or before 30 June 2009.

Disclosure of Guaranteed Newly Issued Senior Unsecured Debt

• Each Participating Entity that issues guaranteed debt is required to notify the FDIC of that issuance via the FDIC’s e-business website FDICconnect, which can be found here. This notice must be sent to the FDIC within five calendar days of the date of issuance. In addition, each Participating Entity’s Chief Financial Officer or equivalent (the “CFO”) is required to certify that such issuance of guaranteed debt does not exceed that Participating Entity’s Guarantee Limit. Also, in that notice, the CFO must state whether the Participating Entity has issued debt identified as guaranteed by the FDIC that exceeded its Guarantee Limit at any time since its previous monthly report.

On-Going Reporting

• So long as a Participating Entity has outstanding guaranteed debt, it must furnish monthly reports to the FDIC as to how much guaranteed debt is outstanding. In these reports, the CFO must state whether the Participating Entity has issued debt identified as guaranteed by the FDIC that exceeded its Guarantee Limit.

4 Other Points of Practice

Although most initial issuances of guaranteed debt were offered under banks’ and their parents’ SEC shelf registration statements, the SEC has stated that offers and sales of debt guaranteed under the Programme are exempt from registration under Section 3(a)(2) of the U.S. Securities Act of 1933. Nevertheless, major market participants continue in

A10278716 32

early 2009 to issue under SEC shelf registration statements, while some smaller banks have conducted “3(a)(2)” offerings under the Programme.

As the Programme does not guarantee purely retail securities (i.e. securities targeted and marketed exclusively to retail customers), Participating Entities usually include a covenant not to market to retail customers in the underwriting agreement.

The Programme does not guarantee debt that Participating Entities owe to affiliates; however, the FDIC has clarified that it will guarantee debt which is initially issued to affiliates that is subsequently distributed to non-affiliates (for example, when a holding company issues debt to a broker/dealer subsidiary underwriting the issuance).

5 Participation

From 14 October 2008 to 5 December 2008, all Eligible Entities were covered under a temporary version of the Programme, unless they opted out. With limited exceptions, the decision to opt out was irrevocable.

If an Eligible Entity did not opt out by 5 December 2008, such Eligible Entity became a “Participating Entity” whose Newly Issued Senior Unsecured Debt will be guaranteed under the Programme subject to the foregoing limitations.

However, where there is a group of Eligible Entities that are affiliates of a U.S. Bank Holding Company or a U.S. Savings and Loan Holding Company, all of the Eligible Entities in that group, including the Holding Company, must participate or none of them may participate. If one Eligible Entity opts out, then the rest of the group, including the holding company, may not participate in the Programme.

For debt issued after 21 November 2008 to be guaranteed under the Programme, a Participating Entity must agree to be bound by the terms of the “Master Agreement”, which can be found here. Issuing eligible debt that is identified as guaranteed by the FDIC constitutes acceptance of the terms; however, the Participating Entity is also required to sign and execute the Master Agreement.

As mentioned above, if a Participating Entity wishes to issue non-guaranteed Senior Unsecured Debt with maturities beyond 30 June 2012 during the duration of the Programme but before reaching its Guarantee Limit, then the Participating Entity must have notified the FDIC of that intention on or before 5 December 2008.

6 Transaction Documents

As indicated above, market practice for offerings of debt guaranteed under the Programme is unsettled. Although most initial issuances of guaranteed debt were offered under banks’ and their parents’ SEC shelf registration statements, the SEC has stated that offers and sales of debt guaranteed under the Programme are exempt from registration under Section 3(a)(2) of the U.S. Securities Act of 1933, and market participants expect primarily “3(a)(2)” offerings under the Programme in early 2009.

According to the terms of the Master Agreement, certain provisions must be included in the issuing documents.

Offering Document/Supplement

See “Points arising from the Guarantee – Disclosure Issues” above.

A10278716 33

Indenture/Note/Fiscal Agency Agreement

The following provisions must be included in the documents governing the issuance of Newly Issued Senior Unsecured Debt.

• Acknowledgement of the FDIC’s Debt Guarantee Program

The parties to this Agreement acknowledge that the Issuer has not opted out of the debt guarantee program (the “Debt Guarantee Program”) established by the Federal Deposit Insurance Corporation (“FDIC”) under its Temporary Liquidity Guarantee Program. As a result, this debt is guaranteed under the FDIC Temporary Liquidity Guarantee Program and is backed by the full faith and credit of the United States. The details of the FDIC guarantee are provided in the FDIC’s regulations, 12 C.F.R. Part 370, and at the FDIC’s website, www.fdic.gov/tlgp. The expiration date of the FDIC’s guarantee is the earlier of the maturity date of this debt or June 30, 2012.

• Representative

The [INSERT NAME OF THE: TRUSTEE, ADMINISTRATIVE AGENT, PAYING AGENT OR OTHER FIDUCIARY OR AGENT TO BE DESIGNATED AS THE DULY AUTHORIZED REPRESENTATIVE OF THE DEBT HOLDERS] is designated under this Agreement as the duly authorized representative of the holder[s] for purposes of making claims and taking other permitted or required actions under the Debt Guarantee Program (the “Representative”). Any holder may elect not to be represented by the Representative by providing written notice of such election to the Representative.

• Subrogation

The FDIC shall be subrogated to all of the rights of the holder[s] and the Representative, if there shall be one, under this Agreement against the Issuer in respect of any amounts paid to the holder[s], or for the benefit of the holder[s], by the FDIC pursuant to the Debt Guarantee Program.

• Agreement to Execute Assignment upon Guarantee Payment

[If there is a Representative, insert the following:]

The holder[s] hereby authorize the Representative, at such time as the FDIC shall commence making any guarantee payments to the Representative for the benefit of the holder[s] pursuant to the Debt Guarantee Program, to execute an assignment in the form attached to this Agreement as Exhibit [●] [See Annex B to Master Agreement] pursuant to which the Representative shall assign to the FDIC its right as Representative to receive any and all payments from the Issuer under this Agreement on behalf of the holder[s]. The Issuer hereby consents and agrees that the FDIC is an acceptable transferee for all or any portion of the indebtedness hereunder for all purposes of this Agreement and, upon any such assignment, the FDIC shall be deemed a holder under this Agreement for all purposes hereof, and the Issuer hereby agrees to take such reasonable steps as are necessary to comply with any relevant provision of this Agreement as a result of such assignment.

[or, if (i) there is no Representative or (ii) the holder has exercised its right not to be represented by the Representative, insert the following:]

A10278716 34

The holder[s] hereby agree that, at such time as the FDIC shall commence making any guarantee payments to the holder[s] pursuant to the Debt Guarantee Program, the holder[s] shall execute an assignment in the form attached to this Agreement as Exhibit [●] [See Annex B to Master Agreement] pursuant to which the holder[s] shall assign to the FDIC [its/their] right to receive any and all payments from the Issuer under this Agreement. The Issuer hereby consents and agrees that the FDIC is an acceptable transferee for all or any portion of the indebtedness hereunder for all purposes of this Agreement and, upon any such assignment, the FDIC shall be deemed a holder under this Agreement for all purposes thereof, and the Issuer hereby agrees to take such reasonable steps as are necessary to comply with any relevant provision of this Agreement as a result of such assignment.

• Surrender of Senior Unsecured Debt to the FDIC

If, at any time on or prior to the expiration of the period during which senior unsecured debt of the Issuer is guaranteed by the FDIC under the Debt Guarantee Program (the “Effective Period”), payment in full hereunder shall be made pursuant to the Debt Guarantee Program on the outstanding principal and accrued interest to such date of payment, the holder shall, or the holder shall cause the person or entity in possession to, promptly surrender to the FDIC the security certificate, note or other instrument evidencing such debt, if any.

• Notice Obligations to FDIC of Payment Default

If, at any time prior to the earlier of (a) full satisfaction of the payment obligations hereunder, or (b) expiration of the Effective Period, the Issuer is in default of any payment obligation hereunder, including timely payment of any accrued and unpaid interest, without regard to any cure period, the Representative covenants and agrees that it shall provide written notice to the FDIC within one (1) Business Day of such payment default.

• Ranking

Any indebtedness of the Issuer to the FDIC arising under Section 2.03 of the Master Agreement entered into by the Issuer and the FDIC in connection with the Debt Guarantee Program will constitute a senior unsecured general obligation of the Issuer, ranking pari passu with any indebtedness hereunder.

• No Event of Default during Time of Timely FDIC Guarantee Payments

There shall not be deemed to be an event of default under this Agreement which would permit or result in the acceleration of amounts due hereunder, if such an event of default is due solely to the failure of the Issuer to make timely payment hereunder, provided that the FDIC is making timely guarantee payments with respect to the debt obligations hereunder in accordance with 12 C.F.R Part 370.

• No Modifications without FDIC Consent

Without the express written consent of the FDIC, the parties hereto agree not to amend, modify, supplement or waive any provision in this Agreement that is related to the principal, interest, payment, default or ranking of the indebtedness hereunder or that is required to be included herein pursuant to the Master Agreement executed by the Issuer in connection with the Debt Guarantee Program.

A10278716 35

7 Contacts

If you have any questions or need any additional information, please feel free to contact any of the following or your usual Linklaters contact:

Jeffrey C. Cohen: +1 212 903 9014 – jeff.cohen@linklaters.com

Raymond Fisher: +1 212 903 9146 – raymond.fisher@linklaters.com

A10278716 36

France

Law n°2008-1061 dated 16 October 2008 entitled the “Supplemental Finance Law for the Financing of the Economy” (the “Law”) forms part of the French Government’s measures announced on 13 October 2008 to restore confidence in France’s banking and financial system. The plan is three-fold with measures:

(a) aimed at facilitating the refinancing of banks (the “Refinancing Measures”);

(b) aimed at the recapitalisation of banks (the “Recapitalisation Measures”); and

(c) specific to the Dexia group of companies (the “Dexia Measures”).

The full text of the Law can be found here (as at the date of this Memorandum, no English translation was available).

1 Refinancing Measures

SFEF Scheme

The first series of measures allows the French State to grant guarantees up to a maximum aggregate amount of €320 billion on debt instruments issued by a newly created entity, the Société de Financement de l’Economie Française (“SFEF”) (previously named Société de Refinancement des Activités des Etablissements de Crédit). The articles of association of SFEF were approved, and the members of its management board appointed, on 20 October 2008.

The funds raised by SFEF will be on-lent to credit institutions to restore the dynamics of inter-bank lending.

SFEF Mechanics

SFEF was incorporated as a limited liability company (société anonyme) whose shares are held in majority (approximately 66 per cent.) by French credit institutions and with a blocking minority (approximately 33 per cent.) held by the French State. SFEF is supervised by the French Banking Commission and has most of the features of a French credit institution except for the status.

SFEF may (i) grant loans to credit institutions; (ii) subscribe for promissory notes issued by credit institutions; and (iii) subscribe for units or debt instruments issued by securitisation vehicles or trusts. To finance these loans, promissory notes, units and debt instruments, SFEF will issue debt instruments benefiting from the French State guarantee granted in accordance with Article 6 of the Law. The cost of the guarantee is included in the amount of interest payable by each beneficiary credit institution under the loan granted by SFEF and is calculated on the credit default swap spread for such institution. The size of the loan will depend on the value and amount of collateral provided to SFEF.

To support its activities, SFEF may secure its claims against the beneficiary credit institutions by means of security interests constituted in accordance with Article L.431-7 to L.431-7-5 of the French Monetary and Financial Code (i.e. the French implementation of the EU Collateral Directive).

A10278716 37

SFEF Eligible Institutions

Credit institutions (établissements de crédit) incorporated in France and French subsidiaries of foreign credit institutions can receive the proceeds of issues by SFEF (“SFEF Eligible Institutions”). The applicant SFEF Eligible Institutions must comply with certain capital adequacy ratios in accordance with the French Monetary and Financial Code. Applicants with insufficient capital adequacy must reinforce their capital structure before applying to SFEF. Each time a SFEF Eligible Institution benefits from funds provided by SFEF, a written agreement will have to be signed with the French State addressing a number of issues (including (but not limited to) covenants from the relevant SFEF Eligible Credit Institution as to (a) the number of loans it will grant to businesses, consumers and local authorities; and (b) compliance with rules on corporate governance and directors’ remuneration).

Collateral

As mentioned above, the granting and the volume of funds to be raised in favour of SFEF Eligible Institutions will depend on such institutions providing collateral to SFEF. Collateral may only take the form of:

(i) loans secured by a premium mortgage or similar security;

(ii) real estate financing for properties located in France, including under a financial lease or a loan guaranteed by a credit institution or an insurance company;

(iii) exposure to public entities (which are otherwise eligible to an issuer of covered bonds (société de crédit foncier));

(iv) loans to enterprises (subject to a minimum credit rating requirement);

(v) loans to consumers who are resident in France; and

(vi) export credits insured or guaranteed by certain export credit agencies.

In addition, the units, debt instruments or promissory notes subscribed by SFEF must provide SFEF with a creditor’s claim against the relevant SFEF Eligible Institution up to an amount equal to the principal, interest and other revenues attaching to the loan and, in the event of bankruptcy of such SFEF Eligible Institution, with a direct claim on the principal, interest and other revenues in respect of the underlying receivables and to the proceeds of the realisation of the security interest attaching to the underlying receivables.

The total value of such collateral has to be greater than the total amount of liabilities linked to the financial aid provided by SFEF. In addition, a decree dated 20 October 2008 has fixed limits on the valuation of such collateral. Each SFEF Eligible Institution must confirm in writing to SFEF that the selected collateral meets the requisite conditions and does not confer any competing benefit on any third party. The collateral will be sold back to the relevant SFEF Eligible Institution at a specific price and date.

Duration of Refinancing Measures

The guarantee by the French State may be granted in respect of debt instruments issued by SFEF before 31 December 2009 having a tenor of up to five years.

A10278716 38

Guaranteed Securities

If the SFEF mechanism described above proves insufficient, the Minister of Economy may, on an emergency case-by-case basis, grant a direct French State guarantee (“State Guarantee”) in favour of debt instruments issued by credit institutions (établissements de crédit) incorporated in France and French subsidiaries of foreign credit institutions (“Eligible Credit Institutions”).

Each time an Eligible Credit Institution is granted a State Guarantee, a written agreement will have to be signed with the French State addressing a number of issues (including (but not limited to) covenants from the relevant Eligible Credit Institution as to (a) the number of loans it will grant to businesses, consumers and local authorities; and (b) compliance with rules on corporate governance and directors’ remuneration). In addition, each Eligible Credit Institution granted a State Guarantee will be required to provide collateral in the same manner as described in “Refinancing Measures — SFEF Scheme — Collateral” above.

Eligible Securities

Pursuant to Article 6 II B of the Law, “Eligible Securities” must:

(i) have an issue date falling before 31 December 2009; and

(ii) have a tenor of no more than five years.

The State Guarantee will be granted by the Ministry of the Economy on a case-by-case basis but the Law neither sets out its terms nor specifies the form the State Guarantee will take. As at the date of this Memorandum, it is not possible to provide more details on the State Guarantee or set out the application process.

In the past, unconditional and irrevocable statutory State guarantees had been granted on a case-by-case basis in respect of debt issued by the Agence Française de Développement and in respect of all debt issued by ERAP. As at the date of this Memorandum, it is not possible to tell whether the mechanism used for these guarantees will be used for issues of Eligible Securities by Eligible Credit Institutions.

The State Guarantee may only be granted before 31 December 2009 and will apply to Eligible Securities having an issue date falling on or before this date and a tenor of no more than five years.

Transaction Documents

The documentation required for a drawdown or stand-alone issue of Eligible Securities in respect of which the Ministry of the Economy has confirmed a guarantee will be provided by the French State will depend on the terms of the State Guarantee. If the State Guarantee is qualified as unconditional and irrevocable, the issue of Eligible Securities should benefit from the exemption to prepare a prospectus under the Prospectus Directive. If not, a prospectus will be required.

2 Recapitalisation Measures

The second measure consists of a French State guarantee up to a maximum amount of €21 billion which will be granted to debt issues by a legal entity wholly-owned by the French State, the Société de Prise de Participation de l’État (“SPPE”), to finance its

A10278716 39

acquisition of regulatory capital instruments (preference shares and deeply subordinated notes) issued by French financial institutions to help them restore their capital structures.

The eligible financial institutions comprise French financial institutions (or French subsidiaries of foreign groups) such as banks and other credit institutions, investment companies and various forms of insurance or mutual companies.

The French State guarantee will be given on a case-by-case basis and may be granted to the beneficiary entities on the same conditions as under the SFEF measure.

This measure has no fixed termination date but is expressed as having been brought in for a temporary period necessary to implement its measures.11

3 Dexia Measures

The third measure consists of a French State guarantee (on a case-by-case basis) of financings by certain Dexia group companies. The financings must be concluded between 9 October 2008 and 31 October 2009 and not mature after 31 October 2011. This guarantee is intended to operate alongside similar guarantees from Belgium (60.5 per cent.) and Luxembourg (3 per cent.) on a joint basis, each guaranteeing the debt in proportion to its respective shareholding. The French State’s proportion is 36.5 per cent. Each State will receive a fee from Dexia for extending the guarantees. It will only be possible to call upon a guarantee if each of the other guarantees is called simultaneously.

4 State Aid

The European Commission issued an announcement relating to the Scheme on 31 October 2008 (see here).

5 Contacts

If you have any questions or need any additional information, please feel free to contact any of the following or one of your usual Linklaters contacts:

Gilles Endréo: +33 1 5643 5886 – gilles.endreo@linklaters.com

Cenzi Gargaro: +33 1 5643 5880 – cenzi.gargaro@linklaters.com

Anne Raoul-Tardieu: +33 1 5643 5862 – anne.raoul-tardieu@linklaters.com

11 As at 11 December 2008, SPPE had subscribed for an aggregate amount of €10.5 billion of subordinated debt issued

by credit institutions in the following amounts: Banques Populaires: €0.95 billion, BNP Paribas: €2.55 billion, Caisses d’Epargne: €1.10 billion, Crédit Agricole: €3.00 billion, Crédit Mutuel: €1.20 billion (including Compagnie Financière du Crédit Mutuel: €164 million) and Société Générale: €1.70 billion.

A10278716 40

This publication is intended merely to highlight issues and not to be comprehensive, nor to provide legal advice. Should you have any questions on issues reported here or on other areas of law, please contact one of your regular contacts, or contact the editors.

© Linklaters LLP. All Rights reserved 2008

Please refer to www.linklaters.com/regulation for important information on our regulatory position.

We currently hold your contact details, which we use to send you newsletters such as this and for other marketing and business communications.

We use your contact details for our own internal purposes only. This information is available to our offices worldwide and to those of our associated firms.

If any of your details are incorrect or have recently changed, or if you no longer wish to receive this newsletter or other marketing communications, please let us know by emailing us at marketing.database@linklaters.com

Linklaters converted to Linklaters LLP on 1 May 2007. References in this document to Linklaters for the period following 1 May 2007 accordingly refer to Linklaters LLP and, where relevant, its affiliated firms and entities around the world.

Linklaters LLP is a limited liability partnership registered in England and Wales with registered number OC326345. The term partner in relation to Linklaters LLP is used to refer to a member of Linklaters LLP or an employee or consultant of Linklaters LLP or any of its affiliated firms or entities with equivalent standing and qualifications. A list of the names of the members of Linklaters LLP together with a list of those non-members who are designated as partners and their professional qualifications is open to inspection at its registered office, One Silk Street, London EC2Y 8HQ or on www.linklaters.com and such persons are either solicitors, registered foreign lawyers or European lawyers

A10278716 41