Obligation Natixis Global 5.375% ( XS0158363852 ) en EUR

Natixis Global

100 % ▼

France

XS0158363852 ( en EUR )

5.375% par an ( paiement annuel )

28/11/2027

Prospectus brochure de l'obligation Natixis S.A XS0158363852 en EUR 5.375%, échéance 28/11/2027

100 000 EUR

46 000 000 EUR

29/11/2026 ( Dans 292 jours )

Natixis S.A. est une banque française spécialisée dans la gestion d'actifs, les services aux investisseurs et le financement, filiale du Groupe BPCE.

L'Obligation émise par Natixis Global ( France ) , en EUR, avec le code ISIN XS0158363852, paye un coupon de 5.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 28/11/2027

Base Prospectus

(incorporated in France as a société anonyme à Directoire et Conseil de Surveillance)
Euro 22,000,000,000
Debt Issuance Programme
Under the Debt Issuance Programme described in this Base Prospectus (the "Programme"), IXIS Corporate & Investment Bank ("IXIS Corporate & Investment
Bank" or "IXIS CIB" or the "Issuer"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue debt securities (the
"Notes"). Subject to compliance with all relevant laws, regulations and directives, the Notes may have a minimum maturity of one month and no maximum
maturity. On or after the date of this Base Prospectus, the aggregate principal amount of Notes outstanding will not at any time exceed euro 22,000,000,000 (or the
equivalent in other currencies). This Base Prospectus supersedes, cancels and replaces the Base Prospectus dated 6 December 2005, as supplemented on 30 March
2006, 11 May 2006, 14 June 2006, 10 October 2006 and 20 November 2006.
Application has been made to list and admit to trading Notes issued under the Programme on the Regulated Market of the Luxembourg Stock Exchange during the
period of twelve months after the date of publication of this Base Prospectus. This Base Prospectus is published in accordance with Article 14 of Directive
2003/71/EC (the "Prospectus Directive") and Article 16 of the Luxembourg law of 10 July 2005 implementing the Prospectus Directive. The Programme provides
that Notes may be listed on such other or further stock exchanges as may be agreed between the Issuer and the relevant Dealer(s), and may also be unlisted. The
relevant Final Terms (as defined on page 22) in respect of the issue of any Notes will specify whether or not such Notes will be listed on the Regulated Market of the
Luxembourg Stock Exchange (or any other stock exchange). The Luxembourg Stock Exchange's Regulated Market is a regulated market for the purposes of the
Investment Services Directive 93/22/EC (an "ISD Regulated Market").
Application may be made for publication of quotations for Notes issued in registered form ("Registered Notes") in The Portal MarketSM ("PORTAL"), a
subsidiary of The Nasdaq Stock Market, Inc. and may be made for designation of Registered Notes as "PORTAL Securities", as specified in the relevant Final
Terms.
Each Series (as defined on page 22) of Notes in bearer form ("Bearer Notes") will be represented on issue by a temporary global note in bearer form (each a
"temporary Global Note") or a permanent global note in bearer form (each a "permanent Global Note"). Interests in a temporary Global Note will be
exchangeable, in whole or in part, for interests in a permanent Global note on or after the date 40 days after the later of the commencement of the offering and the
relevant issue date (the "Exchange Date"), upon certification as to non-U.S. beneficial ownership. Registered Notes will be represented by registered certificates
(each a "Certificate"), one Certificate being issued in respect of each Noteholder's entire holding of Registered Notes of one Series. If the Global Notes are stated in
the applicable Final Terms to be issued in new global note ("NGN") form ("New Global Notes" or "NGNs") they are intended to be eligible collateral for
Eurosystem monetary policy and the Global Notes will be delivered on or prior to the original issue date of the Tranche to a common safekeeper (the "Common
Safekeeper") for Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg"). Global Notes which are not
issued in NGN form ("Classic Global Notes" or "CGNs" ) and Certificates may (a) in the case of a Tranche (as defined in "Summary of the Programme" below)
intended to be cleared through Euroclear (subject as provided below) and/or Clearstream, Luxembourg, be delivered to and deposited on the issue date with a
common depositary on behalf of Euroclear and Clearstream, Luxembourg, (b) in the case of a Tranche of Notes intended to be cleared through Euroclear France, be
delivered to and deposited on the issue date with Euroclear France acting as central depositary and (c) in the case of a Tranche intended to be cleared through a
clearing system other than or in addition to Euroclear, Clearstream, Luxembourg and Euroclear France or delivered outside a clearing system, be deposited (and, in
the case of Global Notes in bearer form, delivered and deposited outside the United States) as agreed between the Issuer and the relevant Dealer (as defined below).
Each Series of Registered Notes which are sold in an "offshore transaction" within the meaning of Regulation S under the US Securities Act of 1933 (as amended)
(the "Securities Act") will initially be represented by a permanent registered global certificate (each an "Unrestricted Global Certificate"), without interest
coupons, which may (or in the case of Notes listed on the Regulated Market of the Luxembourg Stock Exchange will) be deposited on the issue date with a common
depositary on behalf of Euroclear and Clearstream, Luxembourg. An Unrestricted Global Certificate in respect of a Tranche of Notes that is not to be listed on the
Regulated Market of the Luxembourg Stock Exchange may be cleared through a clearing system other than or in addition to Euroclear, Clearstream, Luxembourg,
DTC (as defined below) or delivered outside a clearing system, as agreed between the Issuer and the relevant Dealer. Registered Notes which are resold in the
United States to qualified institutional buyers within the meaning of Rule 144A under the Securities Act, will initially be represented by a permanent registered
global certificate (each a "Restricted Global Certificate" and, together with the Unrestricted Global Certificate, the "Global Certificates"), without interest
coupons, which may be deposited on the issue date either (a) with a common depositary on behalf of Euroclear and Clearstream, Luxembourg, or (b) with a
custodian for, and registered in the name of Cede & Co. as nominee for, The Depository Trust Company ("DTC").
Beneficial interests in Global Certificates held by Euroclear, Clearstream, Luxembourg and/or DTC will be shown on and transfers thereof will be effected only
through, records maintained by DTC, Clearstream, Luxembourg and/or Euroclear and their participants. See "Clearing and Settlement". The provisions governing
the exchange of interests in Global Notes for other Global Notes and definitive Notes and the exchange of interests in each Global Certificate for individual
Certificates are described in "Summary of Provisions Relating to the Notes while in Global Form".

Arrangers
IXIS Corporate & Investment Bank
JPMorgan
Dealers
IXIS Corporate & Investment Bank
Citigroup
Deutsche Bank
Goldman Sachs International
JPMorgan
Merrill Lynch International
Mizuho International plc
Morgan Stanley
Nomura International
UBS Investment Bank
The date of this Base Prospectus is 12 December 2006.

Responsibility Statement
The Issuer (whose registered office appears on page 161 of this document), having taken all reasonable
care to ensure that such is the case, confirms that the information contained or incorporated by reference
in this Base Prospectus with respect to it and it and its subsidiaries taken as a whole (the "Group") and the
Notes in the context of the issue and offering of such Notes, is, to the best of its knowledge, in accordance
with the facts and contains no omission likely to affect its import. The opinions and intentions expressed in
this Base Prospectus with regard to it and the Group are honestly held. The Issuer accepts responsibility
for the information contained or incorporated by reference in this Base Prospectus accordingly.
The information contained in this Base Prospectus with respect to Banque Fédérale des Banques
Populaires and its subsidiaries, taken as a whole ("Banque Populaire Group"), NATIXIS and to Caisse
Nationale des Caisses d'Epargne et de Prévoyance ("CNCE") and with respect to each of NATIXIS and
CNCE and their respective subsidiaries taken as a whole is, or consists of extracts from or summaries of,
publicly available information. The Issuer accepts responsibility for the accuracy of such extraction and
summary but accepts no further or other responsibility in respect of such information.
This Base Prospectus is to be read in conjunction with all other documents which are deemed to be
incorporated by reference herein (see "Documents Incorporated by Reference").
This Base Prospectus (together with any supplements to this Base Prospectus published from time to time
(each a "Supplement" and together the "Supplements") comprises a base prospectus for the purposes of
Article 5.4 of the Prospectus Directive in respect of, and for the purpose of giving information with regard
to, the Issuer. In relation to each separate issue of Notes, the final offer price and the amount of such Notes
will be determined by the Issuer and the relevant Dealers in accordance with prevailing market conditions
at the time of the issue of the Notes and will be set out in the relevant Final Terms.
The Issuer has the benefit of the CDC Guarantee granted by Caisse des dépôts et consignations ("CDC").
IXIS CIB is a subsidiary of CNCE and has the benefit of the CNCE Guarantee (all as defined and
described in "IXIS Corporate & Investment Bank CDC Guarantee, CNCE Guarantee - Cautionnement
Solidaire") as of their respective effective dates. Notwithstanding the CDC Guarantee and the CNCE
Guarantee, no information is included in this Base Prospectus in respect of CDC or (other than the
information referred to above) in respect of CNCE, since none of the CDC Guarantee or the CNCE
Guarantee relates exclusively to Notes issued under the Programme and none of the Dealers or the
Arrangers (as defined in "General Description of the Programme") (except for IXIS CIB in its capacity as
Issuer) accepts any responsibility for the absence of any such information. The CDC Guarantee and the
CNCE Guarantee are together referred to herein as the "Guarantees".
No person has been authorised to give any information or to make any representation other than those
contained in this Base Prospectus in connection with the issue or sale of the Notes and, if given or made,
such information or representation must not be relied upon as having been authorised by IXIS CIB or any
of the Dealers or Arrangers. Neither the delivery of this Base Prospectus nor any sale made in connection
herewith shall, under any circumstances, create any implication that there has been no change in the
affairs of IXIS CIB since the date hereof or the date upon which this Base Prospectus has been most
recently supplemented or that there has been no adverse change in the financial position of IXIS CIB since
the date hereof or the date upon which this Base Prospectus has been most recently supplemented or that
any other information supplied in connection with the Programme is correct as of any time subsequent to
the date on which it is supplied or, if different, the date indicated in the document containing the same.
The distribution of this Base Prospectus and the offering or sale of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Base Prospectus comes are required by IXIS CIB, the
Dealers and the Arrangers to inform themselves about and to observe any such restriction. For a

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description of certain restrictions on offers and sales of Notes and on distribution of this Base Prospectus,
see "Subscription and Sale" and "Transfer Restrictions".
Neither this Base Prospectus nor any Final Terms constitutes an offer of, or an invitation by or on behalf of
IXIS CIB, the Dealers or the Arrangers to subscribe for, or purchase, any Notes.
THE NOTES AND THE GUARANTEES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
U.S. SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), ANY STATE SECURITIES
COMMISSION IN THE UNITED STATES OR ANY OTHER U.S. REGULATORY AUTHORITY, NOR
HAS ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF
THE OFFERING OF THE NOTES OR THE ACCURACY OR ADEQUACY OF THIS BASE
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE
UNITED STATES.
THE NOTES AND THE GUARANTEES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND THE NOTES MAY
INCLUDE BEARER NOTES OR EXCHANGEABLE BEARER NOTES THAT ARE SUBJECT TO U.S.
TAX LAW REQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS, THE NOTES MAY NOT BE
OFFERED OR SOLD OR, IN THE CASE OF BEARER NOTES OR EXCHANGEABLE BEARER
NOTES, DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS (AS DEFINED IN THE U.S. INTERNAL REVENUE CODE OF 1986, AS
AMENDED, AND REGULATIONS THEREUNDER).
THE NOTES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES TO NON-U.S.
PERSONS IN RELIANCE ON REGULATION S OF THE SECURITIES ACT ("REGULATION S")
AND MAY BE SOLD IN REGISTERED FORM WITHIN THE UNITED STATES TO "QUALIFIED
INSTITUTIONAL BUYERS" IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT
("RULE 144A"). PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED THAT SELLERS OF THE
NOTES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF
THE SECURITIES ACT PROVIDED BY RULE 144A. FOR A DESCRIPTION OF THESE AND
CERTAIN FURTHER RESTRICTIONS ON OFFERS, SALES AND TRANSFERS OF THE NOTES
AND DISTRIBUTION OF THIS BASE PROSPECTUS, SEE "TRANSFER RESTRICTIONS" AND
"SUBSCRIPTION AND SALE".
PRIOR TO ANY OFFER OR SALE OF NOTES AND GUARANTEES PURSUANT TO THE
EXEMPTION TO THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED FOR
BY RULE 144A, THE ISSUER WILL BE REQUIRED TO PROVIDE CERTAIN REPRESENTATIONS
AND WARRANTIES AS TO ITS STATUS UNDER THE U.S. INVESTMENT COMPANY ACT OF
1940.
TO NEW HAMPSHIRE RESIDENTS: NEITHER THE FACT THAT A REGISTRATION
STATEMENT OR AN APPLICATION FOR A LICENCE HAS BEEN FILED UNDER CHAPTER
421-B OF THE NEW HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW
HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A
PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY
THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER
RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR
THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY
UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL
TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE

3

TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
The Arrangers and the Dealers (other than IXIS CIB as Issuer) have not separately verified the information
contained in this Base Prospectus. None of the Dealers or the Arrangers (other than IXIS CIB as Issuer)
makes any representation, express or implied, or accepts any responsibility, with respect to the accuracy or
completeness of any of the information in this Base Prospectus. Neither this Base Prospectus nor any other
financial statements are intended to provide the basis of any credit or other evaluation and should not be
considered as a recommendation by any of the Issuer, the Arrangers or the Dealers that any recipient of this
Base Prospectus or any other financial statements should purchase the Notes. Each potential purchaser of
Notes should determine for itself the relevance of the information contained in this Base Prospectus and its
purchase of Notes should be based upon such investigation as it deems necessary. None of the Dealers or
the Arrangers (other than IXIS CIB in its capacity as Issuer) undertakes to review the financial condition or
affairs of IXIS CIB during the life of the arrangements contemplated by this Base Prospectus nor to advise
any investor or potential investor in the Notes of any information coming to the attention of any of the
Dealers or the Arrangers (other than IXIS CIB as aforesaid).
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable
Final Terms may over-allot Notes (provided that, in the case of any Tranche of Notes to be listed on
an ISD Regulated Market, the aggregate principal amount of Notes allotted does not exceed 105 per
cent. of the aggregate principal amount of the relevant Tranche) or effect transactions with a view to
supporting the market price of the Notes at a level higher than that which might otherwise prevail.
However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of a
Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or
after the date on which adequate public disclosure of the final terms of the offer of the relevant
Tranche of Notes is made and, if begun, may be ended at any time, but it must end no later than the
earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of
the allotment of the relevant Tranche of Notes.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to "" or
"euro" are to the single currency of the participating member states of the European Union which was
introduced on 1 January, 1999, references to "US dollars", "USD", "$" and "US$" are to the lawful
currency of the United States of America, references to "Yen" and "JPY" are to the lawful currency of
Japan, references to "Sterling", "GBP" and "£" are to the lawful currency of the United Kingdom.

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Table of Contents
Summary ............................................................................................................................................................ 6
Risk Factors...................................................................................................................................................... 12
Documents Incorporated by Reference ............................................................................................................ 20
General Description of the Programme ............................................................................................................ 23
Terms and Conditions of the Notes .................................................................................................................. 29
Summary of Provisions Relating to the Notes while in Global Form .............................................................. 82
Use of Proceeds................................................................................................................................................ 88
Clearing and Settlement ................................................................................................................................... 89
Transfer Restrictions ........................................................................................................................................ 93
IXIS Corporate & Investment Bank ................................................................................................................. 95
Taxation...........................................................................................................................................................112
Subscription and Sale ......................................................................................................................................118
Form of Final Terms for Notes with a denomination of less than 50,000 .................................................... 124
Form of Final Terms for Notes with a denomination of at least 50,000 ....................................................... 143
General Information ....................................................................................................................................... 161

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Summary
This summary must be read as an introduction to this Base Prospectus. Any decision to invest in any Notes
should be based on a consideration of this Base Prospectus as a whole, including the documents
incorporated by reference. The Issuer may have civil liability in respect of this summary, if it is misleading,
inaccurate or inconsistent when read together with the other parts of this Base Prospectus. Where a claim
relating to information contained in this Base Prospectus is brought before a court in a European Economic
Area State (an "EEA State"), the plaintiff may, under the national legislation of the EEA State where the
claim is brought, be required to bear the costs of translating this Base Prospectus before the legal
proceedings are initiated.
Words and expressions defined in "Terms and Conditions of the Notes" below and in the applicable Final
Terms shall have the same meanings in this summary.
Description of Issuer
IXIS Corporate & Investment Bank is a société anonyme à

Directoire et Conseil de Surveillance regulated by Articles L.210-1 et
seq. of the French Commercial Code. Its registered office is at 47,
Quai d'Austerlitz 75648 Paris Cedex 13.
IXIS Corporate & Investment Bank is licensed as a bank. It is able to
provide the full range of core and ancillary banking services
(excluding management of means of payment and investment
services) including custodian-accountholder on own account and
clearing broker. It is subject to French and European Union laws and
regulations applicable to credit institutions and is regulated by Livre
V of the French Monetary and Financial Code.
IXIS CIB, employing some 2,000 staff worldwide, targets an
institutional client base. Its aim is to be a major French investment
and corporate bank, in the fixed income, forex and equities markets,
specializing in niche, higher value added, businesses and in more
complex areas, such as sales of equities, derivatives and structured
operations.
IXIS CIB is directly owned by NATIXIS (previously Natexis
Banques Populaires), a subsidiary of Caisse Nationale des Caisses
d'Epargne et Prévoyance ("CNCE") and Banque Fédérale des
Banques Populaires ("BFBP").

Financial Summary of the Issuer:
Consolidated results1
audited figures
Millions of euros
2005 2004 2003
Net banking income
1,342 790
633
Gross operating income 498
292
233
Consolidated net income 353
193
112

1 IXIS Corporate & Investment Bank Group's scope of consolidation comprises IXIS Corporate & Investment Bank, IXIS Capital Markets
(United States), IXIS Securities, the Group's equity stake in Nexgen and several special-purpose entities (the full scope of consolidation is
provided in note 37 to the consolidated financial statements).

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ROE 10
%
17%2 16%

Consolidated equity
Millions of
31/12/2005 31/12/2004 31/12/2003
euros
Consolidated 3,704 3,432 747
shareholders'
equity3
Regulatory
5,871 5,622 1,377
capital

Consolidated balance sheet total
Millions of
31/12/2005 31/12/2004 31/12/2003
euros
Consolidated 227,821 207,059 134,213
balance sheet
total

First time application of IFRS
The 2006 interim financial statements of IXIS CIB were the first
drawn up in accordance with the set of standards of the International
Financial Reporting Standards Board.

Risk Factors

(i) Factors that may affect the Issuer's ability to fulfil its
obligations under Notes issued under the Programme
include the following:
(a) The Notes constitute unsecured obligations of the Issuer and of
no other person (subject as provided under the guarantees of
CNCE and CDC). At any given time, the outstanding amount of
financial instruments issued by the Issuer may be substantial.
(b) The Issuer and any of its subsidiaries and affiliates may (a)
possess or acquire material information about underlying assets
and/or (b) may engage in trading or hedging transactions
involving the Notes, any underlying securities or other
derivative products that may affect the value of the Notes. They
have no obligation to disclose any such information or to refrain
from engaging into any such activities. The Issuer assumes no
responsibility whatsoever for any adverse impact on

2 Based on the pro rata book value of consolidated shareholders' equity.
3 Net of minority interests and excluding the Fund for General Banking Risks.

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investments in the Notes.
(c) The Issuer is exposed to the creditworthiness of its customers
and counterparties.
(d) Unforeseen events and/or states of emergency can lead to an
abrupt interruption of the Issuer's operations, which can cause
substantial losses and additional costs.
(e) Any failure or interruption in the communications and
information systems could have a material adverse effect on the
Issuer's financial condition and results of operations.
(f) It may not be possible for investors to effect service of process
within the United States upon IXIS CIB or its directors and
executive officers or to enforce against any of them in the
United States courts judgments obtained in United States courts.
(g) The scope of each of the guarantees from CDC and CNCE is
limited in accordance with their respective terms. These
guarantees have been designed to cover certain transactions
only entered into by IXIS CIB during the period from 24
January 2004 and at the latest 23 January 2007 and are not
limited to the Issuer's obligations under Notes issued under the
Programme.
(h) The CDC Guarantee and the CNCE Guarantee are not 'first
demand' guarantees. Before claiming under the applicable
guarantee, a counterparty must first deliver a written payment
request to IXIS CIB for amounts due but unpaid, and if the
amount claimed remains unpaid the counterparty may issue a
written demand within the time periods and in accordance with
the terms of the applicable guarantee.
(i) Each of the CDC Guarantee and the CNCE Guarantee may be
revoked in accordance with its terms. This may affect the
overall creditworthiness of the Issuer.
(ii) There are certain factors which are material for the purpose
of assessing the risks related to Notes including the
following:
(a) The Notes may provide for early redemption at the option of the
Issuer. The yields received upon redemption may be lower than
expected, and the redeemed face amount of the Notes may be
lower than the purchase price for the Notes and part of the
Noteholders' investment may be lost.
(b) Notes with variable interest rates can be volatile investments.
(c) The market values of securities issued at a substantial discount
or premium from their principal amount tend to fluctuate more
in relation to general changes in interest rates than do prices for
conventional interest-bearing securities
(d) Although Subordinated Notes may pay a higher rate of interest
than comparable Unsubordinated Notes, there is a real risk that
an investor in Subordinated Notes will lose all or some of his
investment should the Issuer become insolvent.

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(e) The tax impact on an individual Noteholder may differ from the
situation described for Noteholders generally.
(f) Interest payments under the Notes made by paying agents in
one Member State to individuals resident in another Member
State of the EU may be subject to withholding tax.
(g) Investors in foreign currency bonds are exposed to the
exchange rate volatility.
(h) Changes in market interest rates may adversely affect the value
of Fixed Interest Rate Notes.
(i) There can be no assurance that an active trading market for the
Notes will develop, or be maintained.
(j) Interest income and yield on Floating Rate Notes cannot be
anticipated.
(k) Due to their leverage effect, Zero Coupon Notes are associated
with a particularly high price risk.
(l) Index Linked Interest Notes, other variable-linked coupon
amount Notes (including Equity Linked Notes), Index Linked
Redemption Amount Notes and other variable-linked
Redemption Amount Notes (including Equity Linked Notes)
bear significant risks not associated with similar investments in
a conventional fixed or floating rate debt security.
(m) The Conditions of the Notes are based on English law in effect
as at the date of this Base Prospectus.
(n) Ratings may not reflect the potential impact of all risks related
to structure, market and other factors that may affect the value
of the Notes.
(o) The market value of the Notes will be affected by the
creditworthiness of the Issuer and additional factors, including
the value and volatility of the reference assets or index, to,
securities market interest and yield rates and the time remaining
to maturity.
See "Risk Factors" below for further details
Programme Amount
Up to 22,000,000,000 (or its equivalent in other currencies)
outstanding at any one time, subject to further increase.
Final Terms
The characteristics of each issue of Notes will be set out in the
relevant Final Terms.
Currencies
Subject to compliance with all relevant laws, regulations and
directives, Notes may be issued in any currency agreed between the
Issuer and the Relevant Dealers.
Denominations
Notes will be in such denominations as may be specified in the
relevant Final Terms. The minimum denomination of each Note
admitted to trading on a European Economic Area exchange and/or
offered to the public in an EEA State in circumstances which require
the publication of a prospectus under the Prospectus Directive will be
1,000 (or, if the Notes are denominated in a currency other than
euro, the equivalent amount in such currency).

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Form of Notes
The Notes may be issued in bearer form only, in bearer form
exchangeable for Registered Notes or in registered form only.
If the bearer Global Notes are stated in the applicable Final Terms to
be issued in new global note form they are intended to be eligible
collateral for Eurosystem monetary policy and the Global Notes will
be delivered on or prior to the original issue date of the Tranche to a
Common Safekeeper. Bearer Global Notes which are not issued in
NGN form and Certificates may (a) in the case of a Tranche intended
to be cleared through Euroclear and/or Clearstream Luxembourg be
deposited on the issue date with a common depositary on behalf of
Euroclear and Clearstream, Luxembourg and (b) in the case of a
Tranche intended to be cleared through a clearing system other than
or in addition to Euroclear and Clearstream, Luxembourg or
delivered outside a clearing system, be deposited as agreed between
the Issuer and the relevant Dealer.
Interest
The relevant Final Terms will specify whether the Notes bear interest
and the method of, and the periods for, the calculation of any such
interest, and the specified date(s) for payment in each year.
Type of Notes
Notes may be Fixed Interest Notes, Floating Rate Notes, Index
Linked Interest Notes, other variable-linked coupon amount Notes
(including Equity Linked Notes), Index Linked Redemption Amount
Notes, other variable-linked Redemption Amount Notes (including
Equity Linked Notes), Zero Coupon Notes, high interest Notes, low
interest Notes, step-up Notes, step-down Notes, dual currency Notes,
reverse dual currency Notes, optional dual currency Notes, partly-
paid Notes. These and any other type of Note that the Issuer and any
Dealer or Dealers may agree to issue under the Programme will be
set out in the relevant Final Terms.
Redemption
Notes may be redeemed at their nominal amount or at a variable
(including Index-Linked or Equity Linked Notes) amount, or (in the
case of Equity Linked Notes) by physical delivery. Notes may be
redeemable in whole at maturity or in instalments on specified dates
and in specified amounts.
Optional Redemption
Notes may be redeemed prior to their stated maturity at the option
of the Issuer (either in whole or in part) and/or the holders, if so
specified in the relevant Final Terms.
Redenomination, Renominalisation Notes denominated in a currency that may be converted into euro
and/or Consolidation
may be subject to redenomination, renominalisation and/or
consolidation with other Notes denominated in euro.
Status of Notes
The obligations of the Issuer under the Notes will be unsecured and
may be unsubordinated or subordinated.
Negative Pledge
So long as any of the Unsubordinated Notes remains outstanding,
the Issuer will not create or permit to subsist any security interest
upon the whole or any part of its undertaking, assets or revenues,
present or future, to secure any Relevant Debt or any guarantee of
or indemnity by the Issuer in respect of any Relevant Debt, unless

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