EFTA Document EFTA01459906

Union, the definttlon of "New Shares" shall be amended by deleting subsection (i) in Its entirety and replacing It with the following: "(0 publicly quoted, traded or listed on any of the exchanges or quotation systems located In United Kingdom, France, Germany, Italy, the Netherlands, Spain, Denmark, Finland, Sweden, Luxembourg, Austria, Ireland, Belgium, Portugal, Norway or Switzerland". Consequences of Merger Events: Share-for-Share: Share-for-Other: Share-for-Combined: Determining Party: Tender Offer: Consequences of Tender Offers: Share-for-Share: Share-for-Other: Share-for-Combined: Determining Party: Composition of Combined Consideration: Nationalisation, Insolvency or De-listing: Determining Party: De-listing: Additional Disruption Events: Change In Law: Insolvency Filing: Hedging Disruption: Hedging Party: increased Cost of Hedging: Hedging Party: increased Cost of Stock Borrow: Hedging Party: Modified Calculation Agent Adjustment Modified Calculation Agent Adjustment Modified Calculation Agent Adjustment Party A Applicable Modified Calculation Agent Adjustment Modified Calculation Agent Adjustment Modified Calculation Agent Adjustment Party A Inapplicable Cancellation and Payment Party A In addition to the provisions of Section 12.6(akiig of the Equity Definitions and for the avoidance of doubt, It will constitute a be-listing If (a) the Exchange is located in the Unked States and the Shares are not Immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market System (or their respective successors); and (b) the Exchange Is within the European Union, and the Shares are not immediately re4sted, re-traded or re-quoted on any of the exchanges or quotation systems located In Austria, Belgium, Denmark, Finland, France, Germany. Ireland, Italy, Luxembourg, the Netherlands, Norway, Portugal, Spain, Sweden, Switzerland or the United Kingdom. Applicable, except that Section 12.9(a)(10 Is amended by the replacement of the word "Shares' with "Hedge Positions" Applicable Applicable Party A Applicable Party A Appicable. For the avoidance of doubt, 'Initial Stock Loan Rate" shag be determined by the Calculation Agent and refers to the basis point fee used by stock lenders for the specific Shares underlying the Transaction and does not include the prevailing interest rate. Party A CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL SDNY_GM_00266858 DB-SDNY-0 120674 EFTA01459906