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2008 MASTER DESIGNATEDEXCHANGE-TRADED CONTRACT OPTION

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2008 MASTER DESIGNATEDEXCHANGE-TRADED CONTRACT OPTION

    2008 AMERICAS MASTER DESIGNATED/EXCHANGE-TRADED CONTRACT OPTION

    CONFIRMATION AGREEMENT

    This 2008 Americas Master Designated/Exchange-traded Contract Option Confirmation Agreement (this “Master Confirmation Agreement”) is dated as of [____] between [_______] (“Party

    A”) and [_______] (“Party B”).

     The parties wish to facilitate the process of entering into and confirming certain types of options transactions and accordingly agree as follows:

    1. Equity Derivatives Definitions. This Master Confirmation Agreement hereby incorporates by

    reference the 2002 ISDA Equity Derivatives Definitions as published by the International Swaps and

    Derivatives Association, Inc. (the “Equity Definitions”). Any capitalized term not otherwise defined

    herein shall have the meaning assigned to such term in the Equity Definitions. 2. Confirmation Process. The parties intend to enter into separate options transactions (each a

    Transaction”) set out in a Transaction Supplement substantially in the form attached to an Annex

    specified in Exhibit I hereto (each, a “Transaction Supplement”). The confirmation applicable to

    each Transaction, which shall constitute a “Confirmation” for the purposes of, and will supplement,

    form a part of, and be subject to, the ISDA Master Agreement between Party A and Party B dated as

    of [ ], as amended and supplemented from time to time (the “Master Agreement”), shall consist

    of this Master Confirmation Agreement including the relevant form of General Terms Confirmation

    contained in an Annex specified in Exhibit I hereto (each, a “General Terms Confirmation”), as

    supplemented by the trade details applicable to such Transaction as set forth in the Transaction

    Supplement for that Transaction. In the event of any inconsistency between this Master Confirmation

    Agreement and a General Terms Confirmation, the General Terms Confirmation shall govern for the

    purpose of the Transactions related to such General Terms Confirmation. In the event of any

    inconsistency between (i) this Master Confirmation Agreement (including the relevant form of

    General Terms Confirmation) and a Transaction Supplement and/or (ii) the Equity Definitions and a

    Transaction Supplement, the Transaction Supplement shall govern for the purpose of the relevant

    Transaction. The Transaction Supplement shall set forth, at a minimum, all of the relevant

    information set out in the form of Transaction Supplement attached to the relevant General Terms

    Confirmation.

    Exhibit I hereto may be amended in writing by the parties from time to time.

    3. Non-Exclusive. The parties acknowledge and agree that the execution of this Master Confirmation

    Agreement does not require them to document Transactions in accordance with this Master

    Confirmation Agreement.

    4. Preparation of Transaction Supplements. Unless otherwise agreed by the parties, the preparation of a 1Transaction Supplement shall be the responsibility of [ ].

    5. Miscellaneous.

    Copyright ? 2008 by International Swaps and Derivatives Association, Inc.

     1 Fill in as applicable.

    1

    (a) Entire Agreement. This Master Confirmation Agreement constitutes the entire agreement and

    understanding of the parties with respect to its subject matter and supersedes all oral

    communication and prior writings with respect specifically thereto.

    (b) Amendments. An amendment, modification or waiver in respect of this Master Confirmation

    Agreement will be effective only if in writing (including a writing evidenced by a facsimile

    transmission) and executed by each of the parties or confirmed by an exchange of telexes or by an

    exchange of electronic messages on an electronic messaging system.

    (c) Counterparts. This Master Confirmation Agreement and each Transaction Supplement

    documented hereunder may be executed in counterparts, each of which will be deemed an

    original.

    (d) Headings. The headings used in this Master Confirmation Agreement are for convenience of

    reference only and shall not affect the construction of or be taken into consideration in

    interpreting this Master Confirmation Agreement.

    (e) Governing Law; Jurisdiction. This Master Confirmation Agreement and each Transaction

    confirmed by a Confirmation documented hereunder will be governed by and construed in

    accordance with the law specified in the Master Agreement and will be subject to the jurisdiction,

    service of process and waiver of immunities provisions of Section 13 of the Master Agreement.

    IN WITNESS WHEREOF the parties have executed this document with effect from the date specified on the first page of this document.

[__________] [__________]

By:___________________________ By:___________________________

    Name: Name:

    Title: Title:

    2

    EXHIBIT I

    APPLICABLE ANNEXES

    Pursuant to the terms of the 2008 Americas Master Designated/Exchange-traded Contract Option Confirmation Agreement dated as of [________] between [_______] (“Party A”) and [_______] (“Party

    B”) (the “Master Confirmation Agreement”), the following Annexes (including the related Transaction Supplements) attached hereto, will be subject to the Master Confirmation Agreement, effective as of the

    date set forth below:

    Annex Date

    Annex A (Physically-settled Share Option) [ ]

    Annex B (Cash-settled Index Option) [ ]

    3

    ANNEX A

    (Physically-settled Designated Contract Share Option Transactions)

     [Date]

Re: Designated Contract Share Option General Terms Confirmation

Dear Sir or Madam,

The purpose of this Designated Contract Share Option General Terms Confirmation (this “General

    Terms Confirmation”) is to confirm certain general terms and conditions of Physically-Settled Share

    Option Transactions entered into between us under the 2008 Americas Master Designated/Exchange-traded Contract Option Confirmation Agreement between us dated as of [ ] (the “Master

    Confirmation Agreement”).

    This General Terms Confirmation hereby incorporates by reference the 2002 ISDA Equity Derivatives

     ISDA Definitions (the “Swap Definitions”), each as Definitions (the “Equity Definitions”) and the 2006

    published by the International Swaps and Derivatives Association, Inc. In the event of any inconsistency between the Equity Definitions and the Swap Definitions, the Equity Definitions will govern. In the event of any inconsistency between the Equity Definitions or the Swap Definitions and this General Terms Confirmation, this General Terms Confirmation will govern.

    All provisions contained in the Master Agreement govern each Confirmation (each as defined in the Master Confirmation Agreement) except as expressly modified below.

    1. The general terms of each Option Transaction to which this General Terms Confirmation relates are

    as follows (unless otherwise specified in the relevant Transaction Supplement), as supplemented by

    the Transaction Supplement related to such Transaction:

    General Terms:

    Trade Date: As specified in the Transaction Supplement.

    Option Style: As specified in the Transaction Supplement.

    Option Type: As specified in the Transaction Supplement.

    Seller: As specified in the Transaction Supplement.

    Buyer: As specified in the Transaction Supplement.

    Shares: As specified in the Transaction Supplement.

    Number of Options: As specified in the Transaction Supplement.

    Option Entitlement: [ ][ Share(s) per Option], unless otherwise

    specified in the Transaction Supplement.

    Strike Price: As specified in the Transaction Supplement.

    Premium: As specified in the Transaction Supplement.

    Premium Payment Date: As specified in the Transaction Supplement.

    GTC-DCSO-1

Exchange: As specified in the Transaction Supplement.

    Related Exchange: As specified in the Transaction Supplement.

    Settlement Terms:

    Settlement Method: Physical Settlement.

    Settlement Method Election: Not Applicable

    Settlement Currency: US Dollars.

    Designated Contracts

    (for Share Option Transactions):

    Designated Contract: Unless otherwise specified in the Transaction

    Supplement, an option contract on a relevant Share

    traded on the Related Exchange with an expiry date (or

    the date which would have been the expiry date but for

    that day being a Disrupted Day or not being a Scheduled

    Trading Day) scheduled to occur on the Transaction‟s

    Expiration Date; provided, however, that, in the event

    that the Expiration Date of a Transaction were to occur

    on the third Friday of a calendar month and no option

    contract on the relevant Share traded on the Related

    Exchange exists with an expiry date scheduled to occur

    on the Expiration Date, but an option contract on the

    relevant Share traded on the Related Exchange exists

    with an expiry date scheduled to occur on the Saturday

    immediately following such Expiration Date, then such

    option contract shall be the Designated Contract.

    Procedures for Exercise:

    Commencement Date: The Trade Date, unless otherwise specified in the

    Transaction Supplement.

    Exercise Period: As specified in Section 3.1(a) of the Equity Definitions,

    excluding any day (other than the Expiration Date) on

    which american-style option contracts that trade on the

    relevant Share on the Related Exchange cannot be

    exercised under the rules of the Related Exchange. To

    the extent a Designated Contract trades on the Related

    Exchange, the text “9:00 a.m.” referred to in Sections

    3.1(a)(i) and 3.1(a)(iii) of the Equity Definitions is

    replaced by the words “the first time at which the

    Designated Contract may be exercised”.

    Exercise of European Options: If notice of exercise of a European Option is given prior

    to the Exercise Period commencing, that notice is

    deemed given when the Exercise Period commences.

    GTC-DCSO-2

    2[Potential Exercise Date(s): As specified in the Transaction Supplement.]

    Expiration Time: To the extent a Designated Contract exists on the

    Related Exchange at the relevant date, thirty minutes

    prior to the latest exercise time provided for on the

    Related Exchange (determined, in any case, as if Cash

    Settlement applied).

    Expiration Date: As specified in the Transaction Supplement; provided,

    however, that to the extent a Designated Contract exists

    on the Related Exchange and its expiry date is postponed,

    the Expiration Date shall be postponed to the same

    Exchange Business Day, unless the expiry date has been

    postponed to a day that is not an Exchange Business Day,

    in which case the Expiration Date shall be postponed to

    the last Exchange Business Day immediately preceding

    the postponed expiry date.

    Multiple Exercise: If the Option is American or Bermuda, Applicable,

    unless otherwise specified in the Transaction

    Supplement.

    [Minimum Number of Options: If the Option is American or Bermuda, one, unless

    otherwise specified in the Transaction Supplement. Maximum Number of Options: If the Option is American or Bermuda, the Number of

    Options remaining, unless otherwise specified in the 3Transaction Supplement.]

    Integral Multiple: One, unless otherwise specified in the Transaction

    Supplement.

    Automatic Exercise: Applicable, unless otherwise specified in the Transaction

    Supplement.

    For purposes of Automatic Exercise, Section 3.4(b) is

    revised by replacing “Expiration Time” with “Valuation

    Time”.

    In-the-Money: As determined in accordance with Section 3.4 of the

    Equi