EXHIBIT 4.5(c)

Pages 4 through 16 of the Company's Eurobond Offering Circular
dated December 11, 2001.

                      CONDITIONS OF THE NOTES

      The following is the text of the Conditions of the Notes
which (subject to modification) will be endorsed on each Note in
definitive form (if issued):

      The e350,000,000 * per cent. Notes due 2006 (the "Notes",
which expression shall in these Conditions, unless the context
otherwise requires, include any further notes issued pursuant to
Condition 13 and forming a single series with the Notes) of
DENTSPLY International Inc. (the "Issuer") are issued subject
to and with the benefit of an Agency Agreement dated * December,
2001 (such agreement as amended and/or supplemented and/or
restated from time to time, the "Agency Agreement") made
between the Issuer, Citibank, N.A. as initial fiscal agent and
principal paying agent (the "Fiscal Agent") and the other
initial paying agents named in the Agency Agreement (together
with the Fiscal Agent, the "Paying Agents").

      The statements in these Conditions include summaries of, and
are subject to, the detailed provisions of and definitions in the
Agency Agreement. Copies of the Agency Agreement are available
for inspection during normal business hours by the holders of the
Notes (the "Noteholders") and the holders of the interest
coupons appertaining to the Notes (the "Couponholders" and the
"Coupons", respectively) at the specified office of each of the
Paying Agents. The Noteholders and the Couponholders are entitled
to the benefit of, are bound by, and are deemed to have notice
of, all the provisions of the Agency Agreement applicable to
them. References in these Conditions to the Fiscal Agent and the
Paying Agents shall include any successor appointed under the
Agency Agreement.

1. FORM, DENOMINATION AND TITLE
(1) Form and Denomination
The Notes are in bearer form, serially numbered, in the
denominations of e1,000, e10,000 and
e100,000 each with Coupons attached on issue.

(2) Title
Title to the Notes and to the Coupons will pass by delivery.

(3) Holder Absolute Owner
The Issuer and any Paying Agent may (to the fullest extent
permitted by applicable laws) deem and treat the holder of any
Note or Coupon as the absolute owner for all purposes (whether or
not the Note or Coupon shall be overdue and notwithstanding any
notice of ownership or writing on the Note or Coupon or any
notice of previous loss or theft of the Note or Coupon).

2. STATUS
The Notes and the Coupons are direct, unconditional and (subject
to the provisions of Condition 3) unsecured obligations of the
Issuer and (subject as provided above) rank and will rank pari
passu, without any preference among themselves, with all other
outstanding unsecured and unsubordinated obligations of the
Issuer, present and future, but, in the event of insolvency, only
to the extent permitted by applicable laws relating to creditors'
rights.

3. NEGATIVE PLEDGE
(1) Negative Pledge
So long as any of the Notes remains outstanding, the Issuer will
not, and will procure that none of its Subsidiaries will, create
or have outstanding any mortgage, charge, lien, pledge or other
security interest (each a "Security Interest") other than a
Permitted Security Interest upon, or with respect to, any of its
present or future business, undertaking, assets or revenues
(including any uncalled capital) to secure any Relevant
Indebtedness (as defined below), unless the Issuer shall, in the
case of the creation by it of a Security Interest, before or at
the same time and, in any other case, promptly, take any and all
action necessary to ensure that:


(a) all amounts payable by it under the Notes and the Coupons are
secured by the Security
Interest equally and rateably with the Relevant Indebtedness; or

(b) such other Security Interest or other arrangement (whether or
not it includes the giving of a Security Interest) is provided as
shall be approved by an Extraordinary Resolution (which is
defined in the Agency Agreement as a resolution duly passed by a
majority of not less than three-fourths of the votes cast) of the
Noteholders.

(2) Interpretation
For the purposes of these Conditions:

(a) "Permitted Security Interest" means a Security Interest
granted by any company prior to its becoming a Subsidiary of the
Issuer provided that (i) the Security Interest shall not have
been granted in contemplation of such company becoming a
Subsidiary, (ii) the principal amount of Relevant Indebtedness
secured by such Security Interest is not increased or extended in
maturity after such company becomes a Subsidiary (other than
under arrangements entered into prior to such company becoming a
Subsidiary but not entered into in contemplation of its becoming
a Subsidiary) or in contemplation of such company becoming a
Subsidiary and (iii) the Security Interest is not extended in
scope after such company becomes a Subsidiary (other than under
arrangements entered into prior to such company becoming a
Subsidiary but not entered into in contemplation of its becoming
a Subsidiary) or in contemplation of such company becoming a
Subsidiary;

(b) "Relevant Indebtedness" means (i) any present or future
indebtedness (whether being
principal, premium, interest or other amounts) for or in respect
of any notes, bonds,
debentures, debenture stock, loan stock or other similar
securities and (ii) any guarantee or
indemnity of any such indebtedness; and

(c) "Subsidiary" means, in relation to the Issuer, a company
(i) in which the Issuer holds a
majority of the voting rights, (ii) of which the Issuer is a
member and has the right to appoint
or remove a majority of its board of directors or (iii) of which
the Issuer is a member and in
which the Issuer controls (whether or not pursuant to an
agreement with other shareholders
or members) a majority of the voting rights and includes any
company which is itself a
subsidiary (on the basis of one of the above tests) of a
subsidiary of the Issuer.

4. INTEREST
(1) Interest Rate and Interest Payment Dates
The Notes bear interest from and including December, 2001 at the
rate of per cent. per annum,
payable annually in arrear on * December (each an "Interest
Payment Date"). The first payment
(representing a full year's interest) shall be made on *
December, 2002.

(2) Interest Accrual
Each Note will cease to bear interest from and including its due
date for redemption unless, upon
due presentation, payment of the principal in respect of the Note
is improperly withheld or refused
or unless default is otherwise made in respect of payment. In
such event, interest will continue to
accrue until whichever is the earlier of:

(a) the date on which all amounts due in respect of such Note
have been paid; and

(b) five days after the date on which the full amount of the
moneys payable in respect of such
Notes has been received by the Fiscal Agent and notice to that
effect has been given to the
Noteholders in accordance with Condition 11.


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(3) Calculation of Broken Interest
When interest is required to be calculated in respect of a period
of less than a full year, it shall be calculated on the basis of
(a) the actual number of days in the period from and including
the date from which interest begins to accrue (the "Accrual
Date") to but excluding the date on which it falls due divided
by (b) the actual number of days from and including the Accrual
Date to but excluding the next following Interest Payment Date.

5. PAYMENTS
(1) Payments in respect of Notes
Payments of principal and interest in respect of each Note will
be made against presentation and surrender (or, in the case of
part payment only, endorsement) of the Note, except that payments
of interest due on an Interest Payment Date will be made against
presentation and surrender (or, in the case of part payment only,
endorsement) of the relevant Coupon, in each case at the
specified office outside the United States and its possessions of
any of the Paying Agents.

(2) Method of Payment
Payments will be made by credit or transfer to a euro account (or
any other account to which euro may be credited or transferred)
specified by the payee or, at the option of the payee, by euro
cheque. In no event will an interest payment with respect to a
Note be made by transfer to an account maintained by the payee
with a bank in the United States or its possessions or by cheque
mailed to any address in the United States or its possessions.

(3) Missing Unmatured Coupons
Each Note should be presented for payment together with all
relative unmatured Coupons, failing which the full amount of any
relative missing unmatured Coupon (or, in the case of payment not
being made in full, that proportion of the full amount of the
missing unmatured Coupon which the amount so paid bears to the
total amount due) will be deducted from the amount due for
payment. Each amount so deducted will be paid in the manner
mentioned above against presentation and surrender (or, in the
case of part payment only, endorsement) of the relative missing
Coupon at any time before the expiry of 10 years after the
Relevant Date (as defined in Condition 7) in respect of the
relevant Note (whether or not the Coupon would otherwise have
become void pursuant to Condition 8).

(4) Payments subject to Applicable Laws
Payments in respect of principal and interest on Notes are
subject in all cases to any fiscal or other laws and regulations
applicable in the place of payment, but without prejudice to the
provisions of Condition 7.

(5) Payment only on a Presentation Date
A holder shall be entitled to present a Note or Coupon for
payment only on a Presentation Date and shall not, except as
provided in Condition 4, be entitled to any further interest or
other payment if a Presentation Date is after the due date.
"Presentation Date" means a day which (subject to Condition 8):

(a) is or falls after the relevant due date;

(b) is a Business Day in the place of the specified office of the
Paying Agent at which the Note or Coupon is presented for
payment; and

(c) is a TARGET Settlement Day.


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In this Condition, "Business Day" means, in relation to any
place, a day on which commercial banks and foreign exchange
markets settle payments and are open for general business
(including dealing in foreign exchange and foreign currency
deposits) in that place and "TARGET Settlement Day" means a day
on which the Trans-European Automated Real-Time Gross Settlement
Express Transfer (TARGET) System is open.

(6) Initial Paying Agents

The names of the initial Paying Agents and their initial
specified offices are set out at the end of these Conditions. The
Issuer reserves the right at any time to vary or terminate the
appointment of any Paying Agent and to appoint additional or
other Paying Agents provided that it will at all times maintain a
Paying Agent having its specified office in a European city
which, so long as the Notes are admitted to official listing on
the Official List of the UK Listing Authority and to trading on
theLondon Stock Exchange, shall be London or such other place as
the London Stock Exchange or any other relevant authority may
approve. In addition, if any European Union Directive on the
taxation of savings implementing the conclusions of the ECOFIN
Council meeting of 26th-27th November, 2000 or any law
implementing or complying with, or introduced in order to conform
to, such Directive is introduced, the Issuer will ensure that
there is a Paying Agent in a Member State (if any) of the
European Union that will not be obliged to withhold or deduct tax
pursuant to any such Directive or law. Notice of any termination
or appointment and of any changes in specified offices shall be
given to the Noteholders promptly by the Issuer in accordance
with Condition 11.

6. REDEMPTION AND PURCHASE
(1) Redemption at Maturity
Unless previously redeemed or purchased and cancelled as provided
below, the Issuer will redeem
the Notes at their principal amount on * December, 2006.

(2) Redemption for Taxation Reasons
If:

(a) (i) as a result of any change in, or amendment to, the laws
or regulations of the United States or any State therein, or any
change in the official interpretation of such laws or
regulations, which change or amendment becomes effective after *
December, 2001, on the next Interest Payment Date the Issuer
would be required to pay additional amounts as provided or
referred to in Condition 7 and (ii) the requirement cannot be
avoided by the Issuer taking reasonable measures available to it,
the Issuer may at its option, having given not less than 30 nor
more than 60 days' notice to the Noteholders in accordance with
Condition 11 (which notice shall be irrevocable), redeem all the
Notes, but not some only, at any time at their principal amount
together with interest accrued to but excluding the date of
redemption, provided that no notice of redemption shall be given
earlier than 90 days before the earliest date on which the Issuer
would be required to pay the additional amounts were a payment in
respect of the Notes then due. Prior to the publication of any
notice of redemption pursuant to this paragraph, the Issuer shall
deliver to the Fiscal Agent a certificate signed by two officers
of the Issuer whose names appear on a list of officers authorised
for the purpose and previously supplied to the Fiscal Agent by
the Issuer stating that the requirement referred to in (i) above
will apply on the next Interest Payment Date and cannot be
avoided by the Issuer taking reasonable measures available to it
and an opinion of independent legal advisers of recognised
standing to the effect that the Issuer has or will become obliged
to pay such additional amounts as a result of the change or
amendment; or


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(b) the Issuer determines that any payment made outside the
United States by it or any Paying Agent of principal or interest
due in respect of the Notes or Coupons would, under any present
or future laws or regulations of the United States, be subject to
any certification, documentation, information or other reporting
requirement of any kind, the effect of which requirement would be
the disclosure to the Issuer, any Paying Agent or any
governmental authority of the nationality, residence or identity
of a beneficial owner of such Note or Coupon who is a United
States Alien (as defined in Condition 7(3)) (other than such a
requirement (I) which would not be applicable to a payment made
by the Issuer or any of its Paying Agents (A) directly to the
beneficial owner or (B) to a custodian, nominee or other agent of
the beneficial owner or (ii) which can be satisfied by such
custodian, nominee or other agent certifying to the effect that
such beneficial owner is a United States Alien, provided that, in
each case referred to in (i)(B) and (ii), payment by such
custodian, nominee or agent to such beneficial owner is not
otherwise subject to any such requirement), the Issuer will, at
its election, either (x) redeem all (but not some only) of the
Notes at their principal amount together with interest accrued to
but excluding the date of redemption or (y) if and so long as the
provisions of Condition 7(2) are satisfied, pay the additional
amounts specified in such paragraph. The Issuer will publish
prompt notice of its election (the "Determination Notice"),
stating the effective date of such certification, documentation,
information or other reporting requirement, whether the Issuer
has elected to redeem the Notes or to pay such additional amounts
and (if applicable) the last date by which the redemption of the
Notes must take place. If the Issuer elects to redeem such Notes,
such redemption will take place on such date, not later than one
year after the publication of the Determination Notice, as the
Issuer may specify by notice to the Noteholders in accordance
with Condition 11 at least 30 days before the date fixed for
redemption. Notwithstanding the foregoing, the Issuer will not so
redeem the Notes if the Issuer subsequently determines, not less
than 30 days prior to the redemption date, that subsequent
payments in respect of the Notes or Coupons would not be subject
to any such certification, documentation, information or other
reporting requirement, in which case the Issuer will publish
prompt notice of such determination and any earlier redemption
notice will be revoked and of no further effect.

(3) Purchases
The Issuer or any of its Subsidiaries (as defined above) may at
any time purchase Notes (provided that all unmatured Coupons
appertaining to the Notes are purchased with the Notes) in any
manner and at any price. If purchases are made by tender, tenders
must be available to all Noteholders alike.

(4) Cancellations
All Notes which are (a) redeemed or (b) purchased by or on behalf
of the Issuer or any of its
Subsidiaries will forthwith be cancelled, together with all
relative unmatured Coupons attached to
the Notes or surrendered with the Notes, and accordingly may not
be reissued or resold.

(5) Notices Final
Upon the expiry of any notice as is referred to in paragraph (2)
above the Issuer shall be bound to
redeem the Notes to which the notice refers in accordance with
the terms of such paragraph.

7. TAXATION


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(1) Payment without Withholding
All payments in respect of the Notes and Coupons by or on behalf
of the Issuer shall be made without withholding or deduction for,
or on account of, any present or future taxes, duties,
assessments or governmental charges imposed or levied by or on
behalf of the United States or any political subdivision or any
authority thereof or therein, unless the withholding or deduction
is required by law. In that event, the Issuer will pay such
additional amounts as may be necessary in order that the net
amounts received by the Noteholders and Couponholders after the
withholding or deduction shall equal the respective amounts which
otherwise would have been receivable in respect of the Notes or,
as the case may be, Coupons in the absence of the withholding or
deduction; except that no additional amounts shall be payable in
respect of a withholding or deduction on account of any one or
more of the following:

(a) any tax, assessment or other governmental charge which would
not have been imposed but
for (i) the existence of any present or former connection between
such holder (or between a
fiduciary, settlor, beneficiary, member or shareholder of, or
possessor of a power over, such
holder, if such holder is an estate, a trust, a partnership, a
corporation or another entity, as
the case may be) and the United States or any political
subdivision or territory or possession
thereof, including, without limitation, such holder (or such
fiduciary, settlor, beneficiary,
member, shareholder or possessor of a power over) being or having
been a citizen or resident
or treated as a resident thereof or being or having been present
or engaged in trade or
business therein or having or having had a permanent
establishment therein or otherwise
having or having had some connection with the United States or
such political subdivision,
territory or possession other than the mere holding or ownership
of a Note or Coupon or (ii)
such holder's present or former status as (A) a personal holding
company, foreign personal
holding company or a controlled foreign corporation with respect
to the United States, (B) a
corporation which accumulates earnings to avoid United States
federal income tax, (C) a
private foundation or other exempt organisation or (D) a bank
receiving interest described in
section 881(C)(3)(A) of the United States Internal Revenue Code
of 1986, as amended;

(b) any tax, assessment or other governmental charge which would
not have been so imposed but
for presentation by the holder of a Note or Coupon for payment on
a date more than 15 days
after the Relevant Date;

(c) any estate, inheritance, gift, sales, transfer or personal
property tax or any similar tax,
assessment or other governmental charge;

(d) any tax, assessment or other governmental charge which would
not have been imposed but
for the failure to comply with certification, documentation,
information or other reporting
requirements concerning the nationality, residence, identity or
connection with the United
States or any political subdivision thereof of the holder or
beneficial owner of such Note or
Coupon, if, without regard to any tax treaty, such compliance is
required by a statute or by
regulation or administrative practice of the United States as a
precondition to relief or
exemption from such tax, assessment or other governmental charge;

(e) any tax, assessment or other governmental charge which is (i)
payable otherwise than by
deduction or withholding from payments on such Note or Coupon or
(ii) required to be
withheld by a Paying Agent from any such payment, if such payment
can be made without
such withholding by any other Paying Agent outside the United
States;


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(f) any tax, assessment or other governmental charge imposed on a
person holding, actually or
constructively, 10 per cent. or more of a total combined voting
power of all classes of stock of
the Issuer or that is a controlled foreign corporation related to
the Issuer through stock
ownership;

(g) a withholding or deduction imposed on a payment to an
individual and required to be made
pursuant to any European Union Directive on the taxation of
savings implementing the
conclusions of the ECOFIN Council meeting of 26th-27th November,
2000 or any law
implementing or complying with, or introduced in order to conform
to, such Directive; or

(h) a withholding or deduction which would not have been made had
the relevant Note or
Coupon been presented to a Paying Agent in another Member State
of the European Union;

nor will Additional Amounts be paid with respect to a payment on
a Note or Coupon to any person which is a fiduciary or partnership
or other than the sole beneficial owner of such Note or Coupon to
the extent a beneficiary or settlor with respect to such fiduciary
or a member of such partnership or a beneficial owner would not
have been entitled to the additional amounts had such beneficiary,
settlor, member or beneficial owner been the holder of such Note
or Coupon.

(2) Backup Withholding
If and so long as the certification, documentation, information or
other reporting requirements referred to in Condition 6(2)(b)
would be fully satisfied by payment of a backup withholding tax or
similar charge, the Issuer may elect, by so stating in the
Determination Notice, to have the provisions of this Condition
7(2) apply in lieu of the provisions of Condition 6(2)(b). In
such event, the Issuer will pay as additional interest such
amounts as may be necessary so that any net payment made
following the effective date of such requirements outside the
United States by the Issuer or any of its Paying Agents of
principal or interest due in respect of the Notes or Coupons of
which the beneficial owner is a United States Alien (but without
any requirement that the nationality, residence or identity,
other than status as a United States Alien, of such beneficial
owner be disclosed to the Issuer, any Paying Agent or any
governmental authority), after deduction or withholding for or on
account of such backup withholding tax or similar charge (other
than a backup withholding tax or similar charge which (a) is the
result of certification, documentation, information or other
reporting requirements described in the second parenthetical
clause of the first sentence of Condition 6(2)(b), (b) is imposed
as a result of the fact that the Issuer or any of the Paying
Agents has actual knowledge that the beneficial owner of such Note
or Coupon is within the category of persons described in
subparagraph (a) of Condition 7(1), or (c) is imposed as a result
of presentation of such Note or Coupon for payment more than 15
days after the Relevant Date), will  not be less than the amount
provided for in the Notes or Coupons to be then due and payable.
If the Issuer elects to pay additional amounts pursuant to this
Condition 7(2), the Issuer shall have the right to redeem all
(but not some only) of the Notes subject to the provisions of
Condition 6(2)(b).

(3) Interpretation
In these Conditions:

(a) "Relevant Date" means the date on which the payment first
becomes due but, if the full
amount of the money payable has not been received by the Fiscal
Agent on or before the due
date, it means the date on which, the full amount of the money
having been so received,
notice to that effect shall have been duly given to the
Noteholders by the Issuer in accordance
with Condition 11;


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(b) "United States Alien" means any person who, for United
States federal income tax purposes,
is a foreign corporation, a non-resident alien individual, a
non-resident alien fiduciary of a
foreign estate or trust, or a foreign partnership or other entity
one or more of the members of
which is, for United States federal income tax purposes, a
foreign corporation, a non-resident
alien individual or a non-resident alien fiduciary of a foreign
estate or trust; and

(c) "United States" means the United States of America or any
political subdivision or any
authority thereof or therein having power to tax or any other
jurisdiction or any political
subdivision or any authority thereof or therein having power to
tax to which the Issuer
becomes subject in respect of payments made by it of principal
and interest on the Notes and
Coupons.

(4) Additional Amounts
Any reference in these Conditions to any amounts in respect of
the Notes shall be deemed also to refer to any additional amounts
which may be payable under this Condition.

8. PRESCRIPTION
Notes and Coupons will become void unless presented for payment
within periods of 10 years (in the case of principal) and five
years (in the case of interest) from the Relevant Date in respect
of the Notes or, as the case may be, the Coupons, subject to the
provisions of Condition 5.

9. EVENTS OF DEFAULT

(1) Events of Default
The holder of any Note may give notice to the Issuer that the
Note is, and it shall accordingly
forthwith become, immediately due and repayable at its principal
amount, together with interest
accrued to the date of repayment, if any of the following events
("Events of Default") shall have
occurred and be continuing:

(a) if default is made in the payment of any principal or
interest due in respect of the Notes or
any of them and the default continues for a period of five days in
the case of payment of
interest; or

(b) if the Issuer fails to perform or observe any of its other
obligations under these Conditions
and (except in any case where the failure is incapable of remedy
when no continuation or
notice as is hereinafter mentioned will be required) the failure
continues for the period of 30
days next following the service by any Noteholder on the Issuer
of notice requiring the same
to be remedied; or

(c) if: (i) any Indebtedness for Borrowed Money (as defined below)
of the Issuer or any of its
Subsidiaries becomes due and repayable prematurely by reason of
an event of default
(however described); (ii) the Issuer or any of its Subsidiaries
fails to make any payment in
respect of any Indebtedness for Borrowed Money on the due date
for payment as extended
by any originally applicable grace period; (iii) any security
given by the Issuer or any of its
Subsidiaries for any Indebtedness for Borrowed Money becomes
enforceable; (iv) default is  made by the Issuer or any of its
Subsidiaries in making any payment due under any guarantee and/or
indemnity given by it in relation to any Indebtedness for
Borrowed Money of any other person; or

(d) if the Issuer or any Material Subsidiary makes an assignment
for the benefit of creditors or is
generally not paying its debts as such debts become due; or


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(e) if any decree or order for relief in respect of the Issuer or
any Material Subsidiary is entered
under any bankruptcy, reorganisation, compromise, arrangement,
insolvency, readjustment
of debt, dissolution or liquidation or similar law, whether now
or hereafter in effect (herein
called the "Bankruptcy Law") of any jurisdiction; or

(f) if the Issuer or any Material Subsidiary petitions or applies
to any tribunal for, or consents
to, the appointment of, or taking possession by, a trustee,
receiver, custodian, liquidator or
similar official of the Issuer or any Material Subsidiary, or of
any substantial part of the
assets of the Issuer or any Material Subsidiary, or commences a
voluntary case under the
Bankruptcy Law of the United States or any proceedings (other
than proceedings for the
voluntary liquidation and dissolution of a Material Subsidiary
where all the surplus assets of
such Material Subsidiary attributable to the Issuer are
transferred to the Issuer or another
Subsidiary) relating to the Issuer or any Material Subsidiary
under the Bankruptcy Law of
any other jurisdiction; or

(g) if any petition or application of the type referred to in
paragraph (f) above is filed, or any
such proceedings are commenced, against the Issuer or any
Material Subsidiary and the
Issuer or such Material Subsidiary by any act indicates its
approval thereof, consent thereto
or acquiescence therein, or an order, judgment or decree is
entered appointing such trustee,
receiver, custodian, liquidator or similar official, or approving
the petition in any such
proceedings, and such order, judgment or decree remains unstayed
and in effect for more
than 30 days; or

(h) if any order, judgment or decree is entered in any
proceedings against the Issuer or any
Material Subsidiary decreeing the dissolution of the Issuer or
any Material Subsidiary and
such order, judgment or decree remains unstayed and in effect for
more than 60 days; or

(i) if any order, judgment or decree is entered in any
proceedings against the Issuer or any
Material Subsidiary decreeing a split-up of the Issuer or such
Material Subsidiary which
requires the divestiture of assets representing a substantial
part of the consolidated assets of
the Issuer and its Subsidiaries or which requires the divestiture
of assets which shall have
contributed a substantial part of Consolidated Net Income for any
of the three fiscal years
then most recently ended, and such order, judgment or decree
remains unstayed and in effect
for more than 60 days; or

(j) if one or more final judgments in an aggregate amount in
excess of U.S.$10,000,000 is
rendered against the Issuer or any Subsidiary and, within 60 days
after entry thereof, or
within 60 days after the expiration of any stay, such judgment is
not discharged; or

(k) if any event occurs which under the laws of any relevant
jurisdiction has an analogous effect
to any of the events referred to in paragraphs (d) to (j) above;
or

(l) if the Issuer or any of its Material Subsidiaries ceases or
threatens to cease to carry on the
whole or a substantial part of its business, save (i) in the case
of a Material Subsidiary, where
the business or a substantial part of it is transferred to the
Issuer or another Subsidiary, (ii) in
the case of a solvent winding up of a Material Subsidiary where
any surplus assets
attributable to the Issuer are distributed to the Issuer or one
or more other Subsidiaries or
 (iii) for the purposes of any other reorganisation on terms
approved by an Extraordinary
Resolution of Noteholders; or


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(m) if the validity of the Notes is contested by the Issuer or
the Issuer denies any of its obligations
under the Notes or the Agency Agreement or it is or will become
unlawful under English or
United States law for the Issuer to perform or comply with any of
its obligations under or in
respect of the Notes or the Agency Agreement or any of such
obligations shall be or become
unenforceable or invalid.

(2) Interpretation
For the purposes of this Condition:

"Consolidated" shall mean, as applied to any financial or
accounting term, such term determined on a consolidated basis in
accordance with accounting principles generally accepted in the
United States (except as otherwise required herein) for the
Issuer and each Subsidiary which is a Consolidated Subsidiary of
the Issuer;

"Consolidated Net Income" shall mean the net income (or net
loss) of the Issuer and its Consolidated Subsidiaries for the
period in question (taken as a whole), as determined in
accordance with generally accepted accounting principles;
provided that there shall be excluded:

(a) the net income (or net loss) of any person accrued prior to
the date it becomes a Subsidiary or
is merged into or consolidated with the person whose net income
is being determined or a
subsidiary of such person; and

(b) the net income (or net loss) of any person (other than a
Subsidiary) in which the person
whose net income is being determined or any subsidiary of such
person has an ownership
interest, except to the extent that any such income has actually
been received by such person
in the form of cash dividends or similar distributions;

"Consolidated Net Worth" shall mean, as at any date of
determination, the sum of the capital stock (less treasury
stock), additional paid-in capital plus retained earnings (or
minus accumulated deficit), other comprehensive income or loss and
unearned ESOP compensation of the Issuer and its Consolidated
Subsidiaries on a consolidated basis;

"Consolidated Subsidiary" means, in the case of the Issuer at
any date, any Subsidiary or other entity the accounts of which
are Consolidated with those of the Issuer in the Consolidated
financial statements of the Issuer as of such date;

"Indebtedness for Borrowed Money" means any indebtedness
(whether being principal, premium, interest or other amounts) for
or in respect of any notes, bonds, debentures, debenture stock,
loan stock or other securities or any borrowed money or any
liability under or in respect of any acceptance or acceptance
credit where the principal amount of such indebtedness is
U.S.$10,000,000 or more (or its equivalent in any other currency
or currencies); and

"Material Subsidiary" shall mean any Subsidiary (i) which
provided 5 per cent. or more of Consolidated Net Income during
the fiscal year of the Issuer most recently ended at any time of
determination, (ii) whose tangible assets represented 5 per cent.
or more of the tangible assets of the Issuer and its Subsidiaries
on a consolidated basis as of the last day of the fiscal year of
the Issuer most recently ended at any time of determination, or
(iii) whose net worth represented 5 per cent. or more of
Consolidated Net Worth as of the last day of the fiscal year of
the Issuer most recently ended at any time of determination;
provided that, if at any time the aggregate amount of net income,
tangible assets or net worth of all Subsidiaries incorporated or
otherwise organised in the United States that are not Material
Subsidiaries exceeds 15 per cent. of


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Consolidated Net Income for any such fiscal year, 15 per cent. of
Consolidated tangible assets of the Issuer and its Subsidiaries
as of the end of such fiscal year or 15 per cent. of Consolidated
Net Worth as of the end of any such fiscal year (as applicable),
the Issuer shall designate as "Material Subsidiaries"
Subsidiaries incorporated or otherwise organised in the United
States sufficient to eliminate such excess, and such designated
Subsidiaries incorporated in the United States shall for all
purposes of these Conditions constitute Material Subsidiaries.

10. REPLACEMENT OF NOTES AND COUPONS
Should any Note or Coupon be lost, stolen, mutilated, defaced or
destroyed it may be replaced at the specified office of the Fiscal
Agent, upon payment by the claimant of the expenses incurred in
connection with the replacement and on such terms as to evidence
and indemnity as the Issuer may reasonably require. Mutilated or
defaced Notes or Coupons must be surrendered before replacements
will be issued.

11. NOTICES
All notices to the Noteholders will be valid if published in a
leading English language daily newspaper published in London or
such other English language daily newspaper with general
circulation in Europe as the Issuer may decide. It is expected
that publication will normally be made in the Financial Times.
The Issuer shall also ensure that notices are duly published in a
manner which complies with the rules and regulations of any stock
exchange or other relevant authority on which the Notes are for
the time being quoted or listed. Any such notice will be deemed
to have been given on the date of the first publication or, where
required to be published in more than one newspaper, on the date
of the first publication in all required newspapers.

12. MEETINGS OF NOTEHOLDERS AND MODIFICATION
(1) Provisions for Meetings
The Agency Agreement contains provisions for convening meetings
of the Noteholders to consider any matter affecting their
interests, including the modification by Extraordinary Resolution
of these Conditions or the provisions of the Agency Agreement.
The quorum at any meeting for passing an Extraordinary Resolution
will be one or more persons present holding or representing more
than 50 per cent. in principal amount of the Notes for the time
being outstanding, or at any adjourned meeting one or more
persons present whatever the principal amount of the Notes held
or represented by him or them, except that at any meeting the
business of which includes the modification of certain of these
Conditions the necessary quorum for passing an Extraordinary
Resolution will be one or more persons present holding or
representing not less than two-thirds, or at any adjourned
meeting not less than one-third, of the principal amount of the
Notes for the time being outstanding. An Extraordinary Resolution
passed at any meeting of the Noteholders will be binding on all
Noteholders, whether or not they are present at the meeting, and
on all Couponholders.

(2) Modification
The Fiscal Agent may agree, without the consent of the
Noteholders or Couponholders, to any modification of any of these
Conditions or any of the provisions of the Agency Agreement
either (i) for the purpose of curing any ambiguity or of curing,
correcting or supplementing any defective provision contained
herein or therein or (ii) in any manner which is not materially
prejudicial to the interests of the Noteholders. Any modification
shall be binding on the Noteholders and the Couponholders and,
unless the Fiscal Agent agrees otherwise, any modification shall
be notified by the Issuer to the Noteholders as soon as
practicable thereafter in accordance with Condition 11.


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 13. FURTHER ISSUES
The Issuer may from time to time without the consent of the
Noteholders or Couponholders create and issue further notes,
having conditions the same as those of the Notes, or the same
except for the amount of the first payment of interest, which may
be consolidated and form a single series with the outstanding
Notes.

14. GOVERNING LAW AND SUBMISSION TO JURISDICTION

(1) Governing Law
The Agency Agreement, the Notes and the Coupons are governed by,
and will be construed in
accordance with, English law.

(2) Jurisdiction of English Courts
The Issuer irrevocably agrees for the benefit of the Noteholders
and the Couponholders that the courts of England are to have
jurisdiction to settle any disputes which may arise out of or in
connection with the Notes or the Coupons and that accordingly any
suit, action or proceedings arising out of or in connection
therewith (together referred to as "Proceedings") may be
brought in the courts of England. The Issuer irrevocably and
unconditionally waives and agrees not to raise any objection
which it may have now or subsequently to the laying of the venue
of any Proceedings in the courts of England and any claim that
any Proceedings have been brought in an inconvenient forum and
further irrevocably and unconditionally agrees that a judgment in
any Proceedings brought in the courts of England shall be
conclusive and binding upon it and may be enforced in the courts
of any other jurisdiction. Nothing in this Condition shall limit
any right to take Proceedings against the Issuer in any other
court of competent jurisdiction, nor shall the taking of
Proceedings in one or more jurisdictions preclude the taking of
Proceedings in any other jurisdiction, whether concurrently or
not.

(3) Appointment of Process Agent
The Issuer hereby irrevocably and unconditionally appoints Denton
Wilde Sapte of 1 Fleet Place, London EC4M 7WS as its agent for
service of process in England in respect of any Proceedings and
undertakes that in the event of such agent ceasing so to act it
will appoint another person as its agent for that purpose.


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   SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE REPRESENTED
                        BY THE GLOBAL NOTES

The following is a summary of the provisions to be contained in
the Global Notes which will
apply to, and in some cases modify, the Conditions of the Notes
while the Notes are represented by the
Global Notes.

1. Exchange
The Permanent Global Note will be exchangeable in whole but not
in part (free of charge to
the holder) for definitive Notes only if:

(a) an event of default (as set out in Condition 9) has occurred
and is continuing; or

(b) both Euroclear Bank and Clearstream, Luxembourg are closed
for business for a continuous
period of 14 days (other than by reason of holiday, statutory or
otherwise) or announce an
intention permanently to cease business or do in fact do so and
no successor clearing system
is available; or

(c) the Issuer has or will become subject to adverse tax
consequences which would not be
suffered were the Notes in definitive form; or

(d) the Issuer receives a notice from or on behalf of one or more
Accountholders (as defined
below) requiring such exchange.

The Issuer will promptly give notice to Noteholders if an
Exchange Event occurs. In the case of (a), (b) or (d) above, the
holder of the Permanent Global Note, acting on the instructions
of one or more of the Accountholders, may give notice to the
Issuer and the Fiscal Agent and, in the case of (c) above, the
Issuer may give notice to the Fiscal Agent and the Noteholders of
its intention to exchange the Permanent Global Note for definitive
Notes on or after the Exchange Date (as defined below).

On or after the Exchange Date the holder of the Permanent Global
Note may or, in the case of (c) above, shall surrender the
Permanent Global Note to or to the order of the Fiscal Agent. In
exchange for the Permanent Global Note the Issuer will deliver,
or procure the delivery of, an equal aggregate principal amount
of definitive Notes (having attached to them all Coupons in
respect of interest which has not already been paid on the
Permanent Global Note), security printed in accordance with any
applicable legal and stock exchange requirements and in or
substantially in the form set out in the Agency Agreement. On
exchange of the Permanent Global Note, the Issuer will procure
that it is cancelled and, if the holder so requests, returned to
the holder together with any relevant definitive Notes.

"Exchange Date" means a day specified in the notice requiring
exchange falling not less than 60 days after that on which such
notice is given, being a day on which banks are open for business
in the place in which the specified office of the Fiscal Agent is
located and, except in the case of exchange pursuant to (b)
above, in the place in which the relevant clearing system is
located.

2. Payments
On and after * January, 2002, no payment will be made on the
Temporary Global Note unless exchange for an interest in the
Permanent Global Note is improperly withheld or refused. Payments
of principal and interest in respect of Notes represented by a
Global Note will, subject as set out below, be made against
presentation for endorsement and, if no further payment falls to
be made in respect of the Notes, surrender of the relevant Global
Note to the order of the Fiscal Agent or such other Paying Agent
as shall have been noti(R)ed to the Noteholders for the purpose. A
record of each payment made will be endorsed on the appropriate
part of the schedule to the relevant Global Note by or on behalf
of the Fiscal Agent, which endorsement shall be prima facie
evidence that payment has been made in respect of the Notes.
Payments of interest on the Temporary Global Note (if permitted
by the first sentence of this paragraph) will be made only upon
certification as to non-U.S. beneficial ownership unless such
certification has already been made.

3. Notices
For so long as all of the Notes are represented by one or both of
the Global Notes representing the Notes and such Global Note(s)
is/are held on behalf of Euroclear Bank and/or Clearstream,
Luxembourg, notices to holders of the Notes may be given by
delivery of the relevant notice to Euroclear Bank and/or
Clearstream, Luxembourg (as the case may be) for communication to
the relevant Accountholders rather than by publication as
required by Condition 11, provided that, so long as the Notes are
admitted to official listing on the London Stock Exchange, the
London Stock Exchange and any other relevant authority so agrees.
Any such notice shall be deemed to have been given to the holders
of the Notes on the seventh day after the day on which such
notice is delivered to Euroclear Bank and/or Clearstream,
Luxembourg (as the case may be) as aforesaid.

4. Accountholders
For so long as all of the Notes are represented by one or both of
the Global Notes representing the Notes and such Global Note(s)
is/are held on behalf of Euroclear Bank and/or Clearstream,
Luxembourg, each person who is for the time being shown in the
records of Euroclear Bank or Clearstream, Luxembourg as the
holder of a particular principal amount of the Notes (each an
"Accountholder") (in which regard any certificate or other
document issued by Euroclear Bank or Clearstream, Luxembourg as
to the principal amount of the Notes standing to the account of
any person shall be conclusive and binding for all purposes)
shall be treated as the holder of such principal amount of the
Notes for all purposes (including for the purposes of any quorum
requirements of, or the right to demand a poll at, meetings of
the Noteholders) other than with respect to the payment of
principal and interest on the Notes, the right to which shall be
vested, as against the Issuer, solely in the bearer of the
relevant Global Note in accordance with and subject to its terms.
Each Accountholder must look solely to Euroclear Bank or
Clearstream, Luxembourg, as the case may be, for its share of
each payment made to the bearer of the relevant Global Note.

5. Prescription
Claims against the Issuer in respect of principal and interest on
the Notes represented by a Global Note will be prescribed after
10 years (in the case of principal) and five years (in the case of
interest) from the Relevant Date (as defined in Condition 7).

6. Cancellation
Cancellation of any Note represented by a Global Note and
required by the Conditions of the Notes to be cancelled following
its redemption or purchase will be effected by endorsement by or
on behalf of the Fiscal Agent of the reduction in the principal
amount of the relevant Global Note on the relevant part of the
schedule thereto.

7. Euroclear Bank and Clearstream, Luxembourg
References in the Global Notes and in the Conditions to Euroclear
Bank and/or Clearstream, Luxembourg shall be deemed to include
references to any other clearing system through which interests
in the Notes are held.


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