Obligation AGEAS FINANCE NV 4.5% ( XS0183562957 ) en EUR

AGEAS FINANCE NV

100 % ⇌

Pays-bas

XS0183562957 ( en EUR )

4.5% par an ( paiement annuel )

17/02/2014 - Obligation échue

Prospectus brochure de l'obligation AGEAS FINANCE NV XS0183562957 en EUR 4.5%, échue

AGEAS Finance NV est une société financière belge, filiale d'AGEAS, spécialisée dans le financement et la gestion d'actifs pour le groupe d'assurance AGEAS.

L'Obligation émise par AGEAS FINANCE NV ( Pays-bas ) , en EUR, avec le code ISIN XS0183562957, paye un coupon de 4.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 17/02/2014

OFFERING CIRCULAR
Fortis Finance N.V.
(Incorporated with limited Liability in The Netherlands
with corporate seat in Utrecht)
Jointly and Severally Guaranteed by
Fortis SA/NV
(Incorporated with limited Liability in Belgium)
Fortis N.V.
(Incorporated with limited Liability in The Netherlands
with corporate seat in Utrecht)
EUR 15,000,000,000
EURO MEDIUM-TERM NOTE PROGRAMME
Under this EUR 15,000,000,000 Euro Medium Term Note Programme (the ``Programme''), Fortis Finance N.V. (the ``Issuer'') may from
time to time issue notes (the ``Notes'') denominated in any currency agreed with the relevant Dealer (as defined below). Notes may be issued as
unsubordinated obligations, dated subordinated obligations or undated subordinated obligations of the Issuer.
The maximum aggregate nominal amount of all Notes from time to time outstanding will not exceed EUR 15,000,000,000 (or its
equivalent in other currencies calculated as described herein), subject to increase as described herein.
The Notes may be issued on a continuous basis to one or more of the Dealers specified herein and any additional Dealer appointed
under the Programme from time to time, which appointment may be for a specific issue or on an ongoing basis (each a ``Dealer'' and
together the ``Dealers''). References in this Offering Circular to the ``relevant Dealer'' shall, in relation to any issue of Notes, be to the
Dealer or Dealers agreeing to purchase such Notes.
Application has been made to list Notes issued under the Programme on the Luxembourg Stock Exchange. Details of the aggregate
nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not
contained herein which are applicable to each Tranche (as defined herein) of Notes will be set forth in a pricing supplement (the ``Pricing
Supplement'') which, with respect to Notes to be listed on the Luxembourg Stock Exchange, will be delivered to the Luxembourg Stock
Exchange on or before the date of issue of the Notes of such Tranche.
The Notes have not been and will not be registered under the United States Securities Act 1933, as amended, (the ``Securities Act'')
and are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United
States or to U.S. persons (see ``Subscription and Sale'' below).
The Notes of each Tranche will be in bearer form and (unless otherwise specified in the applicable Pricing Supplement) will initially
be represented by a temporary global Note which will be deposited on the issue date thereof with a common depositary on behalf of
Euroclear Bank S.A./N.V., as operator of the Euroclear System (``Euroclear'') and Clearstream Banking, socie´te´ anonyme (``Clearstream,
Luxembourg'') and/or any other agreed clearance system and which will be exchangeable, as specified in the applicable Pricing Supplement,
for either a permanent global Note or Notes in definitive form, in each case upon certification as to non-U.S. beneficial ownership as
required by U.S. Treasury regulations. The applicable Pricing Supplement will specify that a permanent global Note either (i) is
exchangeable (in whole but not in part) for definitive Notes upon not less than 60 days' notice or (ii) is only exchangeable (in whole but not
in part) for definitive Notes following the occurrence of an Exchange Event (as defined on page 37) all as further described in ``Provisions
Relating to the Notes whilst in Global Form'' and ``Form of the Pricing Supplement'' below.
The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the
Notes herein, in which event a supplementary offering circular will be prepared.
Arrangers
Lehman Brothers
Fortis Bank
Dealers
ABN AMRO
BNP PARIBAS
Credit Suisse First Boston
Deutsche Bank
Fortis Bank
JPMorgan
Lehman Brothers
Merrill Lynch International
Morgan Stanley
Schroder Salomon Smith Barney
SG Investment Banking
Rabobank International
UBS Warburg
The date of this Offering Circular is 3 September 2002 and this Offering Circular replaces the offering circular dated
17 August 2001.
This Offering Circular is valid for a period of 12 months only from the date hereof.
For purposes of the Dutch market/Euronext Amsterdam N.V., this Offering Circular is a Prospectus.

INTRODUCTION
Each of the Issuer and Fortis SA/NV, a ``socie´te´ anonyme/naamloze vennootschap'' under Belgian law,
and Fortis N.V. (the ``Guarantors'') accepts responsibility for the information contained in this Offering
Circular. To the best of the knowledge and belief of the Issuer and the Guarantors (each of which has taken all
reasonable care to ensure that such is the case), the information contained herein is in accordance with the facts
and does not omit anything likely to affect the import of such information.
This Offering Circular should be read and construed with any amendment or supplement hereto and with
any other documents incorporated by reference herein and, in relation to any Series (as defined herein) of
Notes, should be read and construed together with the relevant Pricing Supplement(s) (as defined herein).
Each of the Issuer and the Guarantors has confirmed to the Dealers that this Offering Circular is true,
accurate and complete in all material respects and is not misleading; that the opinions and intentions expressed
therein are honestly held and based on reasonable assumptions; that there are no other facts in relation to the
information contained or incorporated by reference in this Offering Circular the omission of which would, in
the context of the Programme or the issue of the Notes, make any statement therein or opinions or intentions
expressed therein misleading in any material respect; and that all reasonable enquiries have been made to
verify the foregoing. Each of the Issuer and the Guarantors has further confirmed to the Dealers that this
Offering Circular (together with the relevant Pricing Supplement) contains all such information as may be
required by all applicable laws, rules and regulations.
No person has been authorised to give any information or to make any representation not contained in or
not consistent with this Offering Circular or any supplement hereto or any information supplied by the Issuer
or the Guarantors or such other information as is in the public domain and, if given or made, such
information or representation should not be relied upon as having been authorised by the Issuer, the
Guarantors or any Dealer.
No representation or warranty is made or implied by the Dealers or any of their respective affiliates, and
neither the Dealers nor any of their respective affiliates makes any representation or warranty or accepts any
responsibility as to the accuracy or completeness of the information contained in this Offering Circular. Neither
the delivery of this Offering Circular or any Pricing Supplement nor the offering, sale or delivery of any Note
shall, in any circumstances, create any implication that the information contained in this Offering Circular is
true subsequent to the date hereof or the date upon which this Offering Circular has been most recently
amended or supplemented or that there has been no adverse change in the financial situation of the Issuer or a
Guarantor since the date thereof or, if later, the date upon which this Offering Circular has been most recently
amended or supplemented or that any other information supplied in connection with the Programme is correct
at 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 Offering Circular and any Pricing Supplement and the offering, sale and delivery
of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Offering
Circular or any Pricing Supplement comes are required by the Issuer, the Guarantors and the Dealers to inform
themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales
and deliveries of Notes and on the distribution of this Offering Circular or any Pricing Supplement and other
offering material relating to the Notes, see ``Subscription and Sale''. In particular, Notes have not been and will
not be registered under the United States Securities Act of 1933 (as amended) and will be in bearer form and
are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or
delivered within the United States or to U.S. persons.
In addition, the Issuer has not authorised any offer of Notes to the public in the United Kingdom within
the meaning of the Public Offers of Securities Regulations 1995 (as amended) (the ``Regulations''). Notes may
not lawfully be offered or sold to persons in the United Kingdom except in circumstances which do not result in
an offer to the public in the United Kingdom within the meaning of the Regulations or otherwise in compliance
with all applicable provisions of the Regulations.
Neither this Offering Circular nor any Pricing Supplement constitutes an offer or an invitation to
subscribe for or purchase any Notes and should not be considered as a recommendation by the Issuer, the
Guarantors, the Dealers or any of them that any recipient of this Offering Circular or any Pricing Supplement
should subscribe for or purchase any Notes. Each recipient of this Offering Circular or any Pricing Supplement
shall be taken to have made its own investigation and appraisal of the condition (financial or otherwise) of the
Issuer and the Guarantors.
The maximum aggregate principal amount of Notes outstanding at any one time under the Programme
will not exceed EUR 15,000,000,000 (and for this purpose, any Notes denominated in another currency shall be
translated into euros at the date of the agreement to issue such Notes calculated in accordance with the
provisions of the Dealership Agreement). The maximum aggregate principal amount of Notes which may be
outstanding at any one time under the Programme may be increased from time to time, subject to compliance
with the relevant provisions of the Dealership Agreement as defined under ``Subscription and Sale''.
2

DOCUMENTS INCORPORATED BY REFERENCE
The following documents shall be deemed to be incorporated in, and to form part of, this Offering
Circular:
(1)
the most recently published audited annual financial statements and any interim quarterly
financial statements (whether audited or unaudited) published subsequently to such annual
financial statements, of the Issuer from time to time; and
(2)
the most recently published audited consolidated annual financial statements and any
consolidated interim quarterly financial statements (whether audited or unaudited) published
subsequently to such annual financial statements, of the Guarantors from time to time; and
(3)
all amendments and supplements to this Offering Circular prepared by the Issuer from time to
time,
save that any statement contained in this Offering Circular or in any of the documents incorporated by
reference in, and forming part of, this Offering Circular shall be deemed to be modified or superseded for
the purpose of this Offering Circular to the extent that a statement contained in any document
subsequently incorporated by reference modifies or supersedes such statement.
Each of the Issuer and the Guarantors has undertaken, in connection with the listing of the Notes on
the Luxembourg Stock Exchange, that if there shall occur any adverse change in the business or financial
position of the Issuer or a Guarantor or any change in the information set out under ``Terms and
Conditions of the Notes'', that is material in the context of issuance under the Programme the Issuer will
prepare or procure the preparation of an amendment or supplement to this Offering Circular or, as the
case may be, publish a new Offering Circular, for use in connection with any subsequent issue by the
Issuer of Notes to be listed on the Luxembourg Stock Exchange.
The Issuer will, at the specified offices of the Paying Agents, provide, free of charge, upon the oral
or written request therefor, a copy of this Offering Circular (or any document incorporated by reference
in this Offering Circular). Written or oral requests for such documents should be directed to the specified
office of any Paying Agent or the specified office of the Listing Agent in Luxembourg.
TABLE OF CONTENTS
Summary of the Programme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
Form of Pricing Supplement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
Terms and Conditions of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15
Provisions relating to the Notes whilst in Global Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40
Description of the Issuer and Guarantors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
41
Recent Developments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
51
Capitalisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
52
Consolidated Financial Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
53
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60
Subscription and Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
62
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
66
In connection with the issue of any Tranche of Notes under the Programme, the Dealer (if any)
which is specified in the relevant Pricing Supplement as the Stabilising Manager (or any person acting for
the Stabilising Manager) may over-allot or effect transactions with a view to supporting the market price
of the Notes at a level higher than that which might otherwise prevail for a limited period. However,
there may be no obligation on the Stabilising Manager (or any agent of the Stabilising Manager) to do
this. Such stabilising, if commenced, may be discontinued at any time and must be brought to an end after
a limited period. Such stabilising shall be in compliance with all applicable laws, regulations and rules.
3

SUMMARY OF THE PROGRAMME
The following is a brief summary only and should be read in conjunction with the rest of this
document and, in relation to any Notes, in conjunction with the relevant Pricing Supplement and, to the
extent applicable, the Terms and Conditions of the Notes set out herein.
Issuer:
Fortis Finance N.V.
Guarantors:
Fortis SA/NV and Fortis N.V.
Arrangers:
Lehman Brothers International (Europe) and Fortis Bank.
Dealers:
ABN AMRO Bank N.V., BNP Paribas, Coo¨peratieve Centrale
Raiffeisen-Boerenleenbank B.A., Credit Suisse First Boston (Europe)
Limited, Deutsche Bank AG London, Fortis Bank nv-sa, J.P. Morgan
Securities Ltd., Lehman Brothers International (Europe), Merrill Lynch
International, Morgan Stanley & Co. International Limited, Salomon
Brothers International Limited,* Socie´te´ Ge´ne´rale and UBS AG, acting
through its business group UBS Warburg and any other dealer
appointed from time to time by the Issuer or the Guarantors either
generally in respect of the Programme or in relation to a particular
Tranche (as defined below) of Notes.
Fiscal Agent and
JP Morgan Chase Bank
Principal Paying Agent:
Alternative Principal
Fortis Bank nv-sa and Banque Ge´ne´rale du Luxembourg, S.A.
Paying Agents:
Paying Agents:
Fortis Bank nv-sa, JPMorgan Chase Bank Luxembourg, Banque
Ge´ne´rale du Luxembourg, S.A. and Fortis Bank (Nederland) N.V.
Luxembourg Listing Agent:
Banque Ge´ne´rale du Luxembourg, S.A.
Programme Amount:
EUR 15,000,000,000 (and, for this purpose, any Notes denominated in
another currency shall be translated into euros at the date of the
agreement to issue such Notes using the spot rate of exchange for the
purchase of such currency against payment of euros being quoted by the
Fiscal Agent on the date on which the relevant agreement in respect of
the relevant Tranche (as defined below) was made (or such other rate as
the Issuer and the relevant Dealer may agree) outstanding at any time.
The maximum aggregate principal amount of Notes permitted to be
outstanding
at
any
one
time
under
the
Programme
is
EUR 15,000,000,000 (or its equivalent in other currencies). The
maximum aggregate principal amount of Notes which may be
outstanding under the Programme may be increased from time to
time, subject to compliance with the relevant provisions of the
Dealership Agreement as defined under ``Subscription and Sale''.
Issuance in Series:
Notes will be issued in series (each, a ``Series''). Each Series may
comprise one or more tranches (``Tranches'' and each, a ``Tranche'')
issued on different issue dates. The Notes of each Series will all be
subject to identical terms, except that the issue date and the amount of
the first payment of interest may be different in respect of different
Tranches. The Notes of each Tranche will all be subject to identical
terms in all respects save that a Tranche may comprise Notes of
different denominations.
*Schroder is a trademark of Schroders Holdings plc and is used under licence by Salomon Brothers International Limited.
4

Form of Notes:
Notes will be issued in bearer form only.
In respect of each Tranche of Notes, the Issuer will deliver a temporary
global note (a ``Temporary Global Note'') or (if so specified in the
relevant Pricing Supplement in respect of Notes to which U.S. Treasury
Regulation §1.163-5(c)(2)(i)(C) (the ``TEFRA C Rules'') applies (as so
specified in such Pricing Supplement)) a permanent global note (a
``Permanent Global Note''). Such global Note will be deposited on or
before the relevant issue date therefor with a depositary or a common
depositary for Euroclear Bank S.A./N.V., as operator of Euroclear and/
or Clearstream, Luxembourg and/or any other relevant clearing system.
Each Temporary Global Note will be exchangeable for a Permanent
Global Note or, if so specified in the relevant Pricing Supplement, for
Notes in definitive form (``Definitive Notes''). Each Permanent Global
Note will be exchangeable for Definitive Notes in accordance with its
terms. (See further under ``Provisions Relating to the Notes whilst in
Global Form'' below). Definitive Notes will, if interest-bearing, either
have interest coupons (``Coupons'') attached and, if appropriate, a talon
(``Talon'') for further Coupons and will, if the principal thereof is
repayable by instalments, have payment receipts (``Receipts'') attached.
Currencies:
Notes may be denominated in any currency or currencies, including
Australian Dollars, Canadian Dollars, Danish Kroner, euro, Hong Kong
Dollars, Japanense Yen, New Zealand Dollars, Norwegian Kroner,
Sterling, Swedish Kroner, Swiss Francs and United States Dollars,
subject to compliance with all applicable legal and/or regulatory and/or
central bank requirements. Payments in respect of Notes may,
subject to compliance as aforesaid, be made in and/or linked to,
any currency or currencies other than the currency in which such
Notes are denominated.
Redenomination and
The relevant Pricing Supplement may provide that, in certain
Exchange:
circumstances, Notes denominated in currencies of countries that
subsequently participate in the third stage of European Economic and
Monetary Union (``EMU'') may be redenominated in euro and/or
exchanged for other Series of Notes denominated in euro.
The
relevant
provisions
applicable
to
any
such
payments,
redenomination and exchange are contained in Conditions 9(j) and
9(k) of the ``Terms and Conditions of the Notes''.
Status:
Notes may be issued on an unsubordinated, dated subordinated and
undated subordinated basis, as specified in the relevant Pricing
Supplement.
Issue Price:
Notes may be issued at any price and either on a fully or partly paid
basis, as specified in the relevant Pricing Supplement.
Maturities:
Any maturity or with no fixed maturity date, subject, in relation to
specific currencies, to compliance with all applicable legal and/or
regulatory and/or central bank requirements. Where Notes have a
maturity of less than one year from the date of issue and either (a) the
issue proceeds are received by the Issuer in the United Kingdom or (b)
the activity of issuing the Notes is carried on from an establishment
maintained by the Issuer in the United Kingdom, such Notes must: (i)
have a minimum redemption value of £100,000 (or its equivalent in
other currencies) and be issued only to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their
businesses or who it is reasonable to expect will acquire, hold,
manage or dispose of investments (as principal or agent) for the
purposes of their businesses; or (ii) be issued in other circumstances
5

which do not constitute a contravention of section 19 of the FSMA by
the Issuer.
Redemption:
Notes may be redeemable at par or at such other Redemption Amount
(detailed in a formula or otherwise) as may be specified in the relevant
Pricing Supplement.
Early Redemption:
Early redemption will be permitted for taxation reasons as mentioned in
``Terms and Conditions of the Notes Redemption and Purchase Early
Redemption for Taxation Reasons'', but will otherwise be permitted
only to the extent specified in the relevant Pricing Supplement.
Interest:
Notes may be interest-bearing or non-interest bearing. Interest (if any)
may accrue at a fixed or floating rate and may vary during the lifetime of
the relevant Series.
Denominations:
Notes will be issued in such denominations as may be specified in the
relevant Pricing Supplement, subject to compliance with all applicable
legal and/or regulatory and/or central bank requirements.
Taxation:
Payments in respect of Notes will be made without withholding or
deduction for, or on account of, any present or future taxes, duties,
assessments or governmental charges of whatever nature imposed or
levied by or on behalf of The Netherlands or Belgium or any political
subdivision thereof or any authority or agency therein or thereof having
power to tax, unless the withholding or deduction of such taxes, duties,
assessments or governmental charges is required by law. In that event,
the Issuer will (subject to customary exceptions) pay such additional
amounts as will result in the holders of Notes or Coupons receiving such
amounts as they would have received in respect of such Notes or
Coupons had no such withholding or deduction been required.
Cross Default:
The Unsubordinated Notes will contain a cross default in respect of
indebtedness for borrowed money of the Issuer and the Guarantor as
more fully set out in ``Terms and Conditions of the Notes Events of
Default''.
Governing Law:
The Notes and all related contractual documentation will be governed
by, and construed in accordance with, English law.
Negative Pledge:
A negative pledge will be contained in the Notes in respect of any
Unsubordinated Note or Coupon which remains outstanding as more
fully set out in ``Terms and Conditions of the Notes Negative Pledge''.
Listing:
Each Series may be listed on the Luxembourg Stock Exchange and/or
any other stock exchange as may be agreed between the Issuer and the
relevant Dealer and specified in the relevant Pricing Supplement or may
be unlisted.
Terms and Conditions:
A Pricing Supplement will be prepared in respect of each Tranche of
Notes a copy of which will, in the case of Notes to be listed on the
Luxembourg Stock Exchange be delivered to the Luxembourg Stock
Exchange on or before the date of issue (the closing date) of such Notes.
The terms and conditions applicable to each Tranche will be those set
out herein under ``Terms and Conditions of the Notes'' as supplemented,
modified or replaced by the relevant Pricing Supplement.
Enforcement of Notes in
In the case of Notes in global form, individual investors' rights will be
Global Form:
governed by a Deed of Covenant dated 3 September 2002, a copy
of which will be available for inspection at the specified office of
the Fiscal Agent.
Clearing Systems:
Euroclear, Clearstream, Luxembourg and/or, in relation to any Notes,
any other clearing system as may be specified in the relevant Pricing
Supplement.
6

Selling Restrictions:
For a description of certain restrictions on offers, sales and deliveries of
Notes and on the distribution of offering material in the United States
of America, the United Kingdom, The Netherlands, Belgium, the
Federal Republic of Germany, the Republic of France, Japan and
Luxembourg see under ``Subscription and Sale''.
7

FORM OF PRICING SUPPLEMENT
Pricing Supplement dated l
Fortis Finance N.V.
Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes]
Guaranteed by Fortis SA/NV and Fortis N.V.
under the EUR 15,000,000,000
Euro Medium Term Note Programme
This document constitutes the Pricing Supplement relating to the issue of Notes described herein.
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in
the Offering Circular dated 3 September 2002 [and the supplemental Offering Circular dated l]. This
Pricing Supplement must be read in conjunction with such Offering Circular [as so supplemented].
[Include whichever of the following apply or specify as ``Not Applicable'' (N/A). Note that the
numbering should remain as set out below, even if ``Not Applicable'' is indicated for individual paragraphs
or sub-paragraphs. Italics denote directions for completing the Pricing Supplement.]
1.
(i) Issuer:
Fortis Finance N.V.
(ii) Guarantors:
Fortis SA/NV and Fortis N.V.
2.
[(i)] Series Number:
[
]
[(ii) Tranche Number:
[
]
(If fungible with an existing Series, details of that Series,
[
]
including the date on which the Notes become fungible).]
3.
Specified Currency or Currencies:
[
]
4.
Aggregate Nominal Amount:
[(i)] Series:
[
]
[(ii) Tranche:
[
]]
5.
[(i)] Issue Price:
[
] per cent. of the Aggregate
Nominal Amount [plus accrued
interest from [insert date] (in the
case of fungible issues only, if
applicable)]
[(ii) Net proceeds
[
]
6.
Specified Denominations:
[
]
[
]
7.
[(i)] Issue Date:
[
]
[(ii) Interest Commencement Date
[
]]
(if different from the Issue Date):
8.
Maturity Date:
[specify date or (for Floating Rate
Notes) Interest Payment Date falling
in the relevant month and year]
.
If the Maturity Date is less than one
year from the Issue Date and either
(a) the issue proceeds are received
by the Issuer in the United Kingdom
or (b) the activity of issuing the
Notes is carried on from an
establishment maintained by the
Issuer in the United Kingdom,
(i) the Notes must have a minimum
redemption value of £100,000 (or its
equivalent in other currencies) and
be sold only to ``professional
investors'' or (ii) another applicable
exemption from section 19 of the
FSMA must be available.
8

9.
Interest Basis:
[l% Fixed Rate]
[[specify reference rate] +/- l%
Floating Rate]
[Zero Coupon]
[Index Linked Interest]
[Other (specify)]
(further particulars specified below)
10. Redemption/Payment Basis:
[Redemption at par]
[Index Linked Redemption]
[Dual Currency]
[Partly Paid]
[Instalment]
[Other (specify)]
11. Change of Interest or Redemption/Payment Basis:
[Specify details of any provision for
convertibility of Notes into another
interest or redemption/payment
basis]
12. Put/Call Options:
[Investor Put]
[Issuer Call]
[(further particulars specified
below)]
13. [(i)] Status of the Notes:
[Senior/[Dated/Perpetual]/
Subordinated]
[(ii) Status of the Guarantee:
[Senior/[Dated/Perpetual]/
Subordinated]]
14. Listing:
[Application has been made for the
Notes to be listed on the
Luxembourg Stock Exchange/
Euronext Amsterdam N.V./other/
(specify)/None]
15. Method of distribution:
[Syndicated/Non-syndicated]
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
16. Fixed Rate Note Provisions
[Applicable/Not Applicable]
(If not applicable, delete the
remaining sub-paragraphs of this
paragraph)
(i)
Rate[(s)] of Interest:
[
] per cent. per annum [payable
[annually/semi-annually/quarterly/
monthly] in arrear]
(ii)
Interest Payment Date(s):
[
] in each year
(iii)
Fixed Coupon Amount[(s)]:
[
] per [
] in Nominal
Amount
(iv)
Day Count Fraction
[30/360]/[Actual/Actual (ISMA)]/
[If neither of these options applies,
give details]
(v)
Broken Amount(s):
[Insert particulars of any initial or
final broken interest amounts which
do not correspond with the Fixed
Coupon Amount[(s)]]
(vi)
Other terms relating to the method of calculating
[Not Applicable/give details]
interest for Fixed Rate Notes:
(Consider if day count fraction,
particularly for Euro denominated
issues, should be on an Actual/
Actual basis)
9

17. Floating Rate Note Provisions
[Applicable/Not Applicable]
(If not applicable, delete the
remaining sub-paragraphs of this
paragraph. Also consider whether
EURO BBA LIBOR or EURIBOR
is the appropriate reference rate)
(i)
Specified Period(s)/Specified Interest Payment Dates:
[
]
(ii)
Business Day Convention:
[Floating Rate Convention/
Following Business Day
Convention/ Modified Following
Business Day Convention/
Preceding Business Day
Convention/ other (give details)]
(iii)
Additional Business Centre(s):
[
]
(iv)
Manner in which the Rate(s) of Interest is/are to be
[Screen Rate Determination/ISDA
determined:
Determination/other (give details)]
(v)
Party responsible for calculating the Rate(s) of Interest
[
]
and Interest Amount(s) (if not the [Fiscal Agent]):
(vi)
Screen Rate Determination:
Reference Rate:
[For example, LIBOR or
EURIBOR]
Interest Determination Date(s):
[
]
Relevant Screen Page:
[For example, Moneyline Telerate
page 3750/243]
Relevant Time:
[For example, 11.00 a.m. London
time/Brussels time]
Relevant Financial Centre
[For example, London/Euro-zone
(where Euro-zone means the region
comprised of the countries whose
lawful currency is the euro)]
(vii) ISDA Determination:
Floating Rate Option:
[
]
Designated Maturity:
[
]
Reset Date:
[
]
(viii) Margin(s):
[+/-][
] per cent. per annum
(ix)
Minimum Rate of Interest:
[
] per cent. per annum
(x)
Maximum Rate of Interest:
[
] per cent. per annum
(xi)
Day Count Fraction:
[
]
(xii) Fall back provisions, rounding provisions, denominator
[
]
and any other terms relating to the method of
calculating interest on Floating Rate Notes,
if different from those set out in the Conditions:
18. Zero Coupon Note Provisions
[Applicable/Not Applicable]
(If not applicable, delete the
remaining sub-paragraphs of this
paragraph)
(i)
[Amortisation/Accrual] Yield:
[
] per cent. per annum
(ii)
Reference Price:
[
]
(iii)
Any other formula/basis of determining amount payable: [
]
10