Bond ING Group N.V. 4.55% ( US456837AM56 ) in USD

ING Group N.V.

100 % ▲

Netherlands

US456837AM56 ( in USD )

4.55% per year ( payment 2 times a year)

01/10/2028

Prospectus brochure of the bond ING Groep N.V US456837AM56 en USD 4.55%, maturity 01/10/2028

200 000 USD

1 250 000 000 USD

456837AM5

A- ( Upper medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

02/10/2025 ( In 76 days )

ING Groep N.V. is a multinational banking and financial services corporation headquartered in Amsterdam, offering a wide range of services including retail banking, wholesale banking, investment management, and insurance to individuals and businesses globally.

ING Groep N.V. issued a USD 1,250,000,000 bond (ISIN: US456837AM56, CUSIP: 456837AM5) maturing on October 1, 2028, with a 4.55% coupon rate, paying semi-annually, minimum lot size of USD 200,000, currently trading at 100% and rated A- by S&P and Baa1 by Moody's.

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CALCULATION OF REGISTRATION FEE

Maximum
Amount of
Aggregate
Registration
Title of Each Class of Securities Offered

Offering Price

Fee (1)
4.100% Fixed Rate Senior Notes due 2023

$1,500,000,000

$186,750
4.550% Fixed Rate Senior Notes due 2028

$1,250,000,000

$155,625
Floating Rate Senior Notes due 2023

$ 500,000,000

$62,250
Total

$3,250,000,000

$404,625
(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.

1
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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-227391

Prospectus Supplement to Prospectus dated September 18, 2018

ING Groep N.V.
$1,500,000,000 4.100% Fixed Rate Senior Notes due 2023
$1,250,000,000 4.550% Fixed Rate Senior Notes due 2028
$500,000,000 Floating Rate Senior Notes due 2023
ING Groep N.V. (the "Issuer") is offering hereby $1,500,000,000 aggregate principal amount of 4.100% Fixed Rate Senior Notes due 2023 (the "2023 notes"), $1,250,000,000 aggregate principal amount of 4.550% Fixed Rate
Senior Notes due 2028 (the "2028 notes" and, together with the 2023 notes, the "fixed rate notes" ) and $500,000,000 aggregate principal amount of Floating Rate Senior Notes due 2023 (the "floating rate notes" and, together with the fixed rate
notes, the "notes"), to be issued pursuant to the Senior Debt Securities Indenture dated as of March 29, 2017 between us and The Bank of New York, as trustee (the "trustee").
From (and including) the date of issuance, interest will accrue on the 2023 notes at a rate of 4.100% per annum, on the 2028 notes at a rate of 4.550% per annum and on the floating rate notes at a floating rate equal to the three-
month U.S. dollar London Interbank Offered Rate ("LIBOR"), reset quarterly, plus 1.000% per annum. We will pay interest on the fixed rate notes semi-annually in arrears on April 2 and October 2 in each year, commencing on April 2, 2019 and
for the floating rate notes, we will pay interest quarterly in arrears on January 2, April 2, July 2 and October 2, commencing on January 2, 2019. You will receive interest payments on your notes only in cash. In the event that LIBOR ceases to be
calculated or administered for publication, the Issuer may select a Successor Rate (as defined herein) or an Alternative Rate (as defined herein) and the manner in which the interest on the floating rate notes is calculated or determined may be
varied, as described in this prospectus supplement. See "Description of Notes -- LIBOR Discontinuation."
The notes will be our unsecured and unsubordinated obligations, ranking pari passu without any preference among themselves and equally with all of our other unsecured and unsubordinated obligations from time to time
outstanding, save as otherwise provided by law.
We may, at our option, redeem the notes upon the occurrence of certain tax and regulatory events on the terms described in this prospectus supplement under "Description of Notes -- Tax and Loss Absorption Disqualification
Redemption." Any redemption or repurchase of the notes is subject to the provisions described under "Description of Notes -- Condition to Redemption and Purchase."
We will apply to list the notes on the New York Stock Exchange ("NYSE") under the symbols "ING23" for the 2023 notes, "ING28" for the 2028 notes and "ING23A" for the floating rate notes. Trading of the notes on the New
York Stock Exchange is expected to begin within 30 days after the initial delivery thereof.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-13 of this prospectus supplement, "Risks Relating to Our Debt Securities and Capital Securities" beginning on page
7 of the accompanying prospectus and "Risk Factors" beginning on page 11 of our Annual Report on Form 20-F for the year ended December 31, 2017 and the other information included and incorporated by
reference in this prospectus supplement and the accompanying prospectus for a discussion of the factors you should carefully consider before deciding to invest in the notes.
IMPORTANT -- PRIIPs REGULATION / PROHIBITION OF SALES TO EEA RETAIL INVESTORS. The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, the expression "retail investor" means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of
Article 4(1) of MiFID II or (ii) a customer within the meaning of European Directive 2002/92/EC (as amended or superseded, the "Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined
in point (10) of Article 4(1) of European Directive 2014/65/EU (as amended, "MiFID II"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling
the notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or sel ing the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the
PRIIPs Regulation.
Notwithstanding any other agreements, arrangements, or understandings between us and any holder of the notes, by acquiring the notes, each holder and beneficial owner of the notes or any interest therein acknowledges,
accepts, agrees to be bound by, and consents to the exercise of, any Dutch Bail-in Power by the relevant resolution authority that may result in the cancellation of all, or a portion, of the principal amount of, or interest on, the notes and/or
the conversion of all, or a portion, of the principal amount of, or interest on, the notes into shares or other securities or other obligations of the Issuer or another person, including by means of a variation to the terms of the notes or any
expropriation of the notes, in each case, to give effect to the exercise by the relevant resolution authority of such Dutch Bail-in Power. Each holder and beneficial owner of a note or any interest therein further acknowledges and agrees
that the rights of holders and beneficial owners of a note or any interest therein are subject to, and will be varied, if necessary, so as to give effect to, the exercise of any Dutch Bail-in Power by the relevant resolution authority. In addition,
by acquiring any notes, each holder and beneficial owner of a note or any interest therein further acknowledges, agrees to be bound by, and consents to the exercise by the relevant resolution authority of, any power to suspend any payment
in respect of the notes for a temporary period.
For these purposes, "Dutch Bail-in Power" means any statutory write-down and/or conversion power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking
group companies, credit institutions and/or investment firms incorporated in The Netherlands in effect and applicable in The Netherlands to the Issuer or other members of the group comprising ING Groep N.V. and its consolidated
subsidiaries, including but not limited to any such laws, regulations, rules or requirements that are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the
Council establishing a framework for the recovery and resolution of credit institutions and investment firms (including but not limited to Directive 2014/59/EU of the European Parliament and of the Council (the "Bank Recovery and
Resolution Directive" or "BRRD") and Regulation (EU) No 806/2014 of the European Parliament and of the Council) and/or within the context of a Dutch resolution regime under the Dutch Intervention Act and any amendments thereto,
or otherwise, pursuant to which obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancel ed and/or converted into shares or other securities or obligations of the obligor
or any other person or may be expropriated (and a reference to the "relevant resolution authority" is to any authority with the ability to exercise a Dutch Bail-in Power).
By its acquisition of the notes, each holder of the notes, to the extent permitted by the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), also waives any and all claims against the trustee for, agrees
not to initiate a suit against the trustee in respect of, and agrees that the trustee shall not be liable for, any action that the trustee takes, or abstains from taking, in either case in accordance with the exercise of the Dutch Bail-in Power by
the relevant Dutch resolution authority with respect to such notes.
The notes are not deposit liabilities of ING Groep N.V. and are not insured by the U.S. Federal Deposit Insurance Corporation or any other governmental agency of the United States, The Netherlands or any other
jurisdiction.
Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved of the notes or determined that this prospectus supplement is truthful or complete. Any
representation to the contrary is a criminal offense.

Proceeds,
before
expenses, to
Price to
Underwriting
ING

Public (1)
Compensation
Groep N.V.
Per 2023 note

99.978%

0.275%

99.703%
Total 2023 notes

$1,499,670,000
$
4,125,000
$1,495,545,000
Per 2028 note

99.658%

0.375%

99.283%
Total 2028 notes

$1,245,725,000
$
4,687,500
$1,241,037,500
Per floating rate note

100.000%

0.275%

99.725%
Total floating rate notes

$ 500,000,000
$
1,375,000
$ 498,625,000
(1) Plus accrued interest, if any, from October 2, 2018.
The underwriters expect to deliver the notes to purchasers in book-entry form only through the facilities of The Depository Trust Company ("DTC") on or about October 2, 2018. Beneficial interests in the notes will be shown on,
and transfers thereof will be effected only through, records maintained by DTC and its participants, including Clearstream Banking, société anonyme and Euroclear Bank S.A./N.V.
The notes will be issued only in registered form in minimum denominations of $200,000 and in integral multiples of $1,000 in excess thereof.
Joint Book-Running Managers

Source: I NG GROEP NV, 424B5, 9/ 27/ 2018

Citigroup

Credit Agricole CIB

Goldman Sachs & Co. LLC

ING
Morgan Stanley
TD Securities
Well Fargo Securities
Co-Lead Managers
DBS Bank Ltd.

Emirates NBD Capital

Lloyds Securities

MUFG
Prospectus Supplement dated September 25, 2018
Source: I NG GROEP NV, 424B5, 9/ 27/ 2018

Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
FORWARD-LOOKING STATEMENTS
S-2
INCORPORATION OF DOCUMENTS BY REFERENCE
S-4
SUMMARY
S-5
RISK FACTORS
S-13
RECENT DEVELOPMENTS
S-23
CAPITALIZATION AND INDEBTEDNESS
S-24
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDEND REQUIREMENTS
S-25
USE OF PROCEEDS
S-26
DESCRIPTION OF NOTES
S-27
U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-38
DUTCH TAX CONSIDERATIONS
S-39
UNDERWRITING
S-40
VALIDITY OF NOTES
S-47
PROSPECTUS
PROSPECTUS SUMMARY
1
AVAILABLE INFORMATION
4
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
5
ABOUT THIS PROSPECTUS
6
USE OF PROCEEDS
6
RISKS RELATING TO OUR DEBT SECURITIES AND CAPITAL SECURITIES
7
DESCRIPTION OF DEBT SECURITIES
15
DESCRIPTION OF CAPITAL SECURITIES
45
DESCRIPTION OF ORDINARY SHARES
62
DESCRIPTION OF AMERICAN DEPOSITARY SHARES
65
LEGAL OWNERSHIP AND BOOK-ENTRY ISSUANCE
72
CLEARANCE AND SETTLEMENT
75
TAXATION
82
BENEFIT PLAN INVESTOR CONSIDERATIONS
107
PLAN OF DISTRIBUTION
109
VALIDITY OF THE SECURITIES
112
EXPERTS
112
NOTICES
112
ENFORCEMENT OF CIVIL LIABILITIES
112

S-1
Source: I NG GROEP NV, 424B5, 9/ 27/ 2018

Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus supplement and certain documents incorporated by reference herein may contain "forward-looking statements." These
statements are forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements can be identified by the fact
that they do not relate only to historical or current facts. In particular, forward-looking statements include all statements that express forecasts,
expectations, plans, outlook and projections with respect to future matters, including trends in results of operations, margins, growth rates, overall market
trends, the impact of changes in interest or exchange rates, the availability or cost of financing to ING Groep N.V. and its consolidated subsidiaries
("ING"), anticipated cost savings or synergies, expected investments, the completion of ING's restructuring programs, developments in relation to
capital, anticipated tax rates, expected cash payments, outcomes of litigation and general economic conditions. These forward-looking statements are
based on management's current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results,
performance or events to differ materially from those in such statements. Actual results, performance or events may differ materially from those expressed
or implied in such statements due to, without limitation:

· changes in general economic conditions, in particular economic conditions in ING's core markets

· changes in performance of financial markets, including developing markets

· potential consequences of European Union countries leaving the European Union or a break-up of the euro

· changes in the availability of, and costs associated with, sources of liquidity such as interbank funding, as wel as conditions
in the credit and capital markets general y, including changes in borrower and counterparty creditworthiness

· changes affecting interest rate levels

· changes affecting currency exchange rates

· changes in investor and customer behavior

· changes in general competitive factors

· changes in laws and regulations and the interpretation and application thereof

· geopolitical risks and policies and actions of governmental and regulatory authorities

· changes in standards and interpretations under International Financial Reporting Standards ("IFRS") and the application
thereof

· conclusions with regard to purchase accounting assumptions and methodologies, and other changes in accounting
assumptions and methodologies including changes in valuation of issued securities and credit market exposure

· changes in ownership that could affect the future availability to ING of net operating loss, net capital and built-in loss carry
forwards

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· changes in credit ratings

· the outcome of current and future legal and regulatory proceedings

· operational risks, such as system disruptions or failures, breaches of security, cyber at acks, human error, changes in
operational practice or inadequate controls including in respect of third parties with which we do business

· the inability to protect our intel ectual property and infringement claims by third parties

· the inability to retain key personnel

· business, operational, regulatory, reputation and other risks in connection with climate change and

· ING's ability to achieve its strategy, including projected operational synergies and cost-saving programmes.
Any forward-looking statements made herein or in the documents incorporated by reference herein speak only as of the date they are made
and it should not be assumed that they have been revised or updated in the light of new information or future events. Except as required by the U.S.
Securities and Exchange Commission ("SEC") or applicable U.S. or other law, ING expressly disclaims any obligation or undertaking to release publicly
any updates or revisions to any forward-looking statements contained in this prospectus supplement or the documents incorporated by reference herein
to reflect any change in ING's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is
based. The reader should, however, consult any additional disclosures that ING has made or may make in documents ING has filed or may file with the
SEC.
Additional risks and risk factors are identified in ING's filings with the SEC, including in the Issuer's Annual Report on Form 20-F for the fiscal
year ended December 31, 2017, filed on March 8, 2018 (as amended by the Form 20-F/A filed on March 29, 2018, the "2017 Form 20-F"), which is available
on the SEC's website at http://www.sec.gov.

S-3
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INCORPORATION OF DOCUMENTS BY REFERENCE
This prospectus supplement is part of a registration statement on Form F-3 (File No. 333-227391) filed by the Issuer with the SEC under the
Securities Act. This prospectus supplement omits some information contained in the registration statement in accordance with SEC rules and regulations.
You should review the information in and exhibits to the registration statement for further information on the Issuer and the securities the Issuer is
offering. Statements in this prospectus supplement concerning any document filed or to be filed by the Issuer as an exhibit to the registration statement
or that the Issuer has otherwise filed with the SEC are not intended to be comprehensive and are qualified in their entirety by reference to these filings.
You should review the complete document to evaluate these statements.
The SEC allows the Issuer to "incorporate by reference" much of the information filed by the Issuer with the SEC, which means that the Issuer
can disclose important information to you by referring you to those publicly available documents. The information incorporated by reference in this
prospectus supplement is an important part of this prospectus supplement. For information on the documents incorporated by reference in this
prospectus supplement and the accompanying prospectus by the Issuer, please refer to "Available Information" on page 4 of the accompanying
prospectus. In particular, we refer you to, and incorporate by reference into this prospectus supplement, the 2017 Form 20-F, which includes a discussion
of our audited results of operations and financial condition as of, and for the year ended, December 31, 2017, and our Current Reports on Form 6-K filed
with the SEC on August 2, 2018 (Film No. 18988575), September 4, 2018 (Film No. 181052144), September 5, 2018 (Film No. 181053950), September 11, 2018
(Film No. 181064256) and September 24, 2018 (Film No. 181084120).
In addition to the documents listed in the accompanying prospectus and the documents incorporated by reference since the date of the
accompanying prospectus, the Issuer incorporates by reference in this prospectus supplement and the accompanying prospectus any future documents
the Issuer may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of this prospectus supplement until the offering
contemplated in this prospectus supplement is completed. Reports on Form 6-K furnished by the Issuer to the SEC after the date of this prospectus
supplement (or portions thereof) are incorporated by reference in this prospectus supplement only to the extent that the report expressly states that it is
(or such portions are) incorporated by reference in this prospectus supplement.
The Issuer will provide to you, upon your written or oral request, without charge, a copy of any or all of the documents referred to above or in
the accompanying prospectus which the Issuer has incorporated in this prospectus supplement by reference. You should direct your requests to ING
Groep N.V., Attention: Investor Relations, Bijlmerplein 888, 1102 MG Amsterdam, P.O. Box 1800, 1000 BV Amsterdam, The Netherlands, telephone: +31-20-
576-6396. You may read and copy any document we file or furnish with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington,
D.C. 20549. Please cal the SEC at 1-800-SEC-0330 for more information on the operations of the Public Reference Room. Our filings with the SEC are also
available through the SEC's Internet site at http://www.sec.gov and, through the New York Stock Exchange, Inc., 20 Broad Street, New York, New York
10005, on which our ADSs are listed, and on our website at http://www.ing.com.
Unless otherwise specified in this prospectus supplement, references to "ING Groep N.V." or the "Issuer," are to ING Groep N.V., the holding
company incorporated under the laws of The Netherlands, and not to its consolidated subsidiaries references to "ING," "ING Group" or the "Group" are
to ING Groep N.V. and its consolidated subsidiaries references to "ING Bank" are to ING Bank N.V., together with its consolidated subsidiaries.
References to "DTC" shall include any successor clearing system. References to "$" and "U.S. dollars" shall be to the lawful currency for the time being
of the United States.

S-4
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SUMMARY
The following is a summary of this prospectus supplement and should be read as an introduction to, and in conjunction with, the
remainder of this prospectus supplement, the accompanying prospectus and any documents incorporated by reference therein. You should base
your investment decision on a consideration of this prospectus supplement, the accompanying prospectus and any documents incorporated by
reference therein, as a whole.
Because this section is a summary, it does not describe every aspect of the notes in detail. This summary is subject to, and qualified by
reference to, the section entitled "Description of Notes." Words and expressions defined in "Description of Notes" below shall the same meanings
in this summary.
The Issuer

ING Groep N.V.
ING Groep N.V. is a holding company, which was incorporated in 1991 under the
laws of The Netherlands, with its corporate seat and headquarters in
Amsterdam, The Netherlands. ING Group currently serves more than 37 million
customers in over 40 countries, offering banking services to meet a broad
customer base. ING Groep N.V. is a listed company and holds all shares of ING

Bank N.V., which is not separately listed.
Securities Offered
$1,500,000,000 aggregate principal amount of 4.100% Fixed Rate Senior Notes
due 2023 (the "2023 notes"), $1,250,000,000 aggregate principal amount of
4.550% Fixed Rate Senior Notes due 2028 (the "2028 notes" and, together with
the 2023 notes, the "fixed rate notes") and $500,000,000 aggregate principal
amount of Floating Rate Senior Notes due 2023 (the "floating rate notes" and,

together with the fixed rate notes, the "notes").
Currency

U.S. dollars.
Issue Date

October 2, 2018 (the "Issue Date").
Maturity Date
We will repay each of the notes at 100% of their principal amount plus accrued

interest on the "Maturity Date" set forth in the table below.

Title

Maturity Date

2023 notes

October 2, 2023
2028 notes

October 2, 2028
Floating rate notes

October 2, 2023
Terms specific to the fixed rate notes:

Fixed Interest Rate
Each of the fixed rate notes will bear interest at the rate per annum set forth in

the table below.

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Fixed
Interest

Title

Rate

2023 notes

4.100%

2028 notes

4.550%
Fixed Rate Interest Payment Dates
Interest will be payable on April 2 and October 2 of each year, commencing on
April 2, 2019 and ending on the Maturity Date provided that if any Fixed Rate
Interest Payment Date (as defined below) would fall on a day that is not a
Business Day (as defined below), the Fixed Rate Interest Payment Date will be
postponed to the next succeeding Business Day, but interest on that payment
will not accrue during the period from and after the scheduled Fixed Rate

Interest Payment Date.
Regular Record Dates
The Business Day immediately preceding each Fixed Rate Interest Payment
Date (or, if the fixed rate notes are held in definitive form, the 15th Business Day

preceding each Fixed Rate Interest Payment Date).
Day Count

30/360, Following, Unadjusted.
Terms specific to the floating rate notes:

Floating Interest Rate
The Floating Interest Rate (as defined below) for the first Interest Period (as
defined below) will be equal to LIBOR, as determined on September 28, 2018,
plus 1.000% per annum. Thereafter, the Floating Interest Rate for any Interest
Period will be LIBOR, as determined on the applicable Interest Determination
Date, plus 1.000% per annum. The Floating Interest Rate will be reset quarterly

on each Interest Reset Date.
Floating Rate Interest Payment Dates
Every January 2, April 2, July 2 and October 2 in each year, commencing on
January 2, 2019 and ending on the Maturity Date for the floating rate notes. If
any Floating Rate Interest Payment Date, other than the Maturity Date for the
floating rate notes, would fall on a day that is not a Business Day, the Floating
Rate Interest Payment Date will be postponed to the next succeeding Business
Day, except that if that Business Day falls in the next succeeding calendar
month, the Floating Rate Interest Payment Date will be the immediately

preceding Business Day.
Interest Reset Dates
Every January 2, April 2, July 2 and October 2 in each year, commencing on
January 2, 2019 provided that the Floating Interest Rate in effect from (and
including) October 2, 2018 to (but excluding) the first Interest Reset Date (as
defined below) will be the initial Floating Interest Rate. If any Interest Reset
Date would fall on a day that is not a Business Day, the Interest Reset Date will

be postponed to the next

S-6
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succeeding Business Day, except that if that Business Day falls in the next
succeeding calendar month, the Interest Reset Date will be the immediately

preceding Business Day.
Interest Periods
The period beginning on, and including, a Floating Rate Interest Payment Date
and ending on, but not including, the next succeeding Floating Rate Interest
Payment Date provided that the first Interest Period will begin on and include

October 2, 2018 and will end on, but not include January 2, 2019.
Interest Determination Dates
The Interest Determination Date for the first Interest Period will be September
28, 2018, which is the second London banking day preceding the expected Issue
Date, and the Interest Determination Date for each succeeding Interest Period
will be on the second London banking day preceding the applicable Interest
Reset Date. "London banking day" means any day on which dealings in U.S.

dollars are transacted in the London interbank market.
Regular Record Dates
The Business Day immediately preceding each Floating Rate Interest Payment
Date (or, if the floating rate notes are held in definitive form, the 15th Business

Day preceding each Floating Rate Interest Payment Date).
Day Count

Actual/360, Modified Following, Adjusted.
Calculation Agent
The Bank of New York Mellon, London Branch, or its successor appointed by

the Issuer.
Calculation of U.S. Dollar LIBOR
LIBOR will be determined by the Calculation Agent in accordance with the
provisions set forth herein under "Description of Notes -- Description of the

Floating Rate Notes."
Replacement for LIBOR
If a Benchmark Event (as defined herein) occurs when any Floating Interest
Rate (or any component part thereof) remains to be determined by reference to
LIBOR, then the provisions set forth herein under "Description of Notes --

LIBOR Discontinuation" shall apply to the floating rate notes.
Terms common to each series of the Notes:

Payment of Principal
If the Maturity Date or the date of redemption or repayment would fall on a day
that is not a Business Day, the payment of interest and principal and/or any
amount payable upon redemption of the relevant notes will be made on the next
succeeding Business Day, but interest on that payment will not accrue during
the period from and after such Maturity Date or date of redemption or

repayment.

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