BUYERS FULL LETTERHEAD TRANSACTION CODE BUYER'S CODE: SELLER'S CODE: Date : IRREVOCABLE MASTER FEE PROTECTION AGREEMENT RE: ACQUISITION OF TOP 25 WESTERN EUROPEAN — MTNs 50 BILLION USD 62+1 OR BETTER - 10YR, 7'/2%a BANK INSTRUMENT DESCRIPTION INSTRUMENT ISSUANCE TERM INTEREST CATEGORY CONTRACT SIZE FIRST TRANCHE FURTHER TRANCHES INVOICE PRICE COMMISSION/FEE DENOMINATIONS : Medium Term Notes : Top 25 West European Banks : Ten (10) years and One (1) day : 7.5% payable annually : SLIGHTLY SEASONED :$50 Billion USD with R & E : 500 Hundred Million ($500-M) : To Be Agreed :Sixty two plus one percent (62% +1%) of face value. :1% shared equally between Buyer and Seller Side consultants at 1% each side. USD 10M, 20M, 50M, 100M IN THE ABOVE MENTIONED TRANSACTION AND IN ANY AND ALL TRANSACTIONS WITH THIS BUYER INVOLVING THE PURCHASE OF BANK INSTRUMENTS (MEDIUM TERM NOTES OR BANK GUARANTEES, CD, AND BONDS) THE FOLLOWING WILL SET OUT THE PROTECTION OF FEES SHOULD THE CONTRACT BE EXECUTED AND CONSUMMATED UNDER THE TERMS AND CONDITIONS MUTUALLY AGREED UPON BY THE PRINCIPALS OR THEIR MANDATE AGENTS. NOW THEREFORE,xxxxxxxxxx , Passport No. xxxxxxx HEREINAFTER KNOWN AS PAYER/BUYER, ACTING WITH FULL CORPORATE AND LEGAL AUTHORITY AND RESPONSIBILITIES ON BEHALF OFxxxxxxxxxxxxxxxxxxxx, UNDER PENALTY OF PERJURY OF LAW, DO ISSUE THIS IRREVOCABLE DISBURSEMENT INSTRUMENT, MASTER FEE PROTECTION AGREEMENT TO BENEFICIARIES FOR CONSULTANT SERVICES. I DO HEREWITH, WITHOUT PREJUDICE AND RECOURSE, GUARANTEE TO PAY THE FEES NOT ONLY FOR THE TRANSACTION REFERENCED ABOVE BUT FOR ANY AND ALL TRANSACTIONS UNDER ANY TRANSACTION NUMBER WITH THIS SELLER FOR A PERIOD OF FIVE (5) YEARS. THE UNDERSIGNED, AS THE BUYER OR LEGAL BUYER'S REPRESENTATIVE, AGREES AND GUARANTEES TO CAUSE A COPY OF THIS IRREVOCABLE MASTER PAYMENT ORDER TO BE ATTACHED TO EACH COPY OF THE FINAL SIGNED CONTRACT AT ALL TIMES. THIS IRREVOCABLE PAYMENT IS ISSUED PURSUANT TO AND