Bond Ontarian Province 6.25% ( US683234XF07 ) in NZD

Issuer Ontarian Province
Market price 100 %  ⇌ 
Country  Canada
ISIN code  US683234XF07 ( in NZD )
Interest rate 6.25% per year ( payment 1 time a year)
Maturity 16/06/2015 - Bond has expired



Prospectus brochure of the bond Province of Ontario US683234XF07 in NZD 6.25%, expired


Minimal amount 5 000 NZD
Total amount 750 000 000 NZD
Cusip 683234XF0
Detailed description Ontario is Canada's most populous province, boasting a diverse economy, abundant natural resources, and major urban centers like Toronto, Ottawa, and Hamilton.

The Province of Ontario's NZD 750,000,000 6.25% bond (CUSIP: 683234XF0, ISIN: US683234XF07), issued in Canada, with a minimum purchase size of NZD 5,000, matured on June 16, 2015, and has been redeemed at 100%.







Prospectus Supplement to Prospectus dated May 21, 2003
NZ$750,000,000
Province of Ontario
(Canada)
6.25% Bonds due June 16, 2015
We will pay interest on the Bonds at the rate of 6.25% per year. Interest will be paid on June 16 and
December 16 of each year. The Ñrst interest payment will be on December 16, 2005. The Bonds will mature on
June 16, 2015. We may not redeem the Bonds before maturity, unless speciÑed events occur involving Canadian
taxation.
We have applied to list the Bonds on the Luxembourg Stock Exchange in accordance with the rules thereof.
Neither the Securities and Exchange Commission nor any other regulatory authority has approved or
disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement and the
accompanying prospectus. Any representation to the contrary is a criminal oÅense.
Per Bond
Total
Public OÅering Price ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
98.868%
NZ$741,510,000
Underwriting DiscountÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
0.225%
NZ$
1,687,500
Proceeds, before expenses, to Ontario ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
98.643%
NZ$739,822,500
The initial public oÅering price set forth above does not include accrued interest, if any. Interest on the Bonds
will accrue from June 16, 2005, and must be paid if the Bonds are delivered after that date.
The underwriters expect to deliver the Bonds in book-entry form through The Depository Trust Company,
Clearstream, Luxembourg and Euroclear on or about June 16, 2005.
RBC Capital Markets
TD Securities
Commonwealth Bank of Australia
Deutsche Bank
UBS Investment Bank
Prospectus Supplement dated June 7, 2005.


The words ""the Province'', ""we'', ""our'', ""ours'' and ""us'' refer to the Province of Ontario.
You should rely only on the information contained in this prospectus supplement and in the accompanying
basic prospectus dated May 21, 2003. The basic prospectus contains or incorporates by reference information about
us and other matters, including a description of some of the terms of our Bonds, and should be read together with
this prospectus supplement. We have not, and the underwriters have not, authorized any person to provide you with
diÅerent information. If anyone provides you with diÅerent or inconsistent information, you should not rely on it.
We are not, and the underwriters are not, making an oÅer to sell these Bonds in any jurisdiction where the oÅer
or sale is not permitted. Before making an investment decision, you should consult your legal and investment
advisors regarding any restrictions or concerns that may pertain to you and your particular jurisdiction. You may
assume that the information appearing in this prospectus supplement and the accompanying basic prospectus, as
well as the information we previously Ñled with the United States Securities and Exchange Commission, or the
SEC, and incorporated by reference, is accurate in all material respects as of the date on the front cover of this
prospectus supplement only.
In connection with this issue, The Toronto-Dominion Bank or any person acting on its behalf may over-allot or
eÅect transactions with a view to supporting the market price of the Bonds at a level higher than that which might
otherwise prevail for a limited period after the issue date. However, there may be no obligation on The Toronto-
Dominion Bank or any of its agents to do this. Such stabilizing, if commenced may be discontinued at any time, and
must be brought to an end after a limited period.
We conÑrm that this prospectus supplement and the accompanying basic prospectus (including the documents
incorporated by reference therein) contain all information which is material in the context of the issue of the Bonds
with regard to us and the Bonds; that the information contained herein is true and accurate in all material respects
and is not misleading; that there are no other facts the omission of which makes this document as a whole or any of
such information misleading; and that we have made all reasonable enquiries to ascertain all facts material for the
purposes of the aforesaid.
We have Ñled a registration statement with the SEC covering the portion of the Bonds to be sold in the United
States or in circumstances where registration of the Bonds is required. For further information about us and the
Bonds, you should refer to our registration statement and its exhibits. This prospectus supplement and the
accompanying basic prospectus summarize material provisions of the agreements and other documents that you
should refer to. Since the prospectus supplement and the accompanying basic prospectus may not contain all the
information that you may Ñnd important, you should review the full text of these documents and the documents
incorporated by reference in the basic prospectus.
We Ñle reports and other information with the SEC in the United States. You may read and copy any
document we Ñle at the SEC's public reference room in Washington, D.C.. Please call the SEC at 1-800-SEC-0330
for more information about the public reference room and the applicable copy charges.
The Luxembourg Stock Exchange takes no responsibility for the contents of this prospectus supplement and
the accompanying basic prospectus, makes no representations as to their accuracy or completeness and expressly
disclaims any liability whatsoever for any loss arising from or in reliance upon the whole or any part of the contents
of this prospectus supplement and the accompanying basic prospectus.
References in this prospectus supplement to ""$'' and ""Canadian dollars'' are to lawful money of Canada,
""NZ$'' and ""New Zealand dollars'' are to lawful money of New Zealand and ""U.S.$'' and ""U.S. dollars'' are to
lawful money of the United States of America. The inverse of the noon buying rate in New York, New York on
June 7, 2005 for cable transfers in New Zealand dollars and Canadian dollars as certiÑed for customs purposes by
the Federal Reserve Bank of New York was NZ$1.00 · U.S.$0.7150 and $1.00 · U.S.$0.8019, respectively.
S-2


SUMMARY OF THE OFFERING
This summary may not contain all the information that may be important to you. You should read the entire
prospectus supplement and the accompanying basic prospectus before making an investment decision.
Issuer
The Province of Ontario.
Aggregate principal
amount
NZ$750,000,000.
Interest rate
6.25% per year.
Maturity date
June 16, 2015.
Interest payment dates
June 16 and December 16 of each year, commencing December 16, 2005. Interest will
accrue from June 16, 2005.
Redemption
We may not redeem the Bonds prior to maturity, unless speciÑed events occur
involving Canadian taxation.
Proceeds
After deducting the underwriting discount and our estimated expenses of NZ$139,340,
our net proceeds will be approximately NZ$739,683,160.
Markets
The Bonds are oÅered for sale in the United States, Canada, Europe and Asia.
Listing
We have applied to list the bonds on the Luxembourg Stock Exchange in accordance
with the rules thereof.
Form of bond
The Bonds will be issued in the form of one or more fully registered permanent global
bonds held in the name of Cede & Co., as nominee of The Depository Trust Company,
known as DTC, and will be recorded in a register held by The Bank of New York, as
Registrar. BeneÑcial interests in the global bonds will be represented through book-
entry accounts of Ñnancial institutions acting on behalf of beneÑcial owners as direct
and indirect participants in DTC. Investors may elect to hold interests in the global
bonds through any of DTC (in the United States) or Clearstream Banking, soci et e
anonyme, known as Clearstream, Luxembourg or Euroclear Bank S.A./N.V. as
operator of the Euroclear System or any successor in that capacity, known as Euroclear
(outside the United States) if they are participants of such systems, or indirectly
through organizations which are participants in such systems. Clearstream,
Luxembourg and Euroclear will hold interests as indirect participants of DTC.
Except in limited circumstances, investors will not be entitled to have Bonds registered
in their names, will not receive or be entitled to receive Bonds in deÑnitive form and
will not be considered holders thereof under the Ñscal agency agreement.
Bonds will only be sold in minimum aggregate principal amounts of NZ$5,000 and
integral multiples of NZ$1,000 for amounts in excess of NZ$5,000.
Settlement and payment
Initial purchasers are required to make payment in New Zealand dollars. The
Underwriters are prepared, under certain terms and conditions, to arrange for the
conversion of U.S. dollars into New Zealand dollars to enable U.S. investors to make
payment in New Zealand dollars. Initial settlement for the bonds will be made in
immediately available funds.
Principal of and interest on the bonds are payable in New Zealand dollars. However,
investors of bonds held through DTC will receive payments in U.S. dollars unless they
elect to receive New Zealand dollars. All costs of currency conversion will be borne by
investors who make or receive payments in U.S. dollars. Investors may be subject to
S-3


certain risks associated with New Zealand dollar exchange rate Öuctuations. See
""Currency Conversion and Foreign Exchange Risks''.
Withholding tax
Principal of and interest on the Bonds are payable by us without withholding or
deduction for Canadian withholding taxes to the extent permitted under applicable law,
as set forth in this prospectus supplement.
We may be contacted at the Ontario Financing Authority, 1 Dundas Street West, 14th Floor, Toronto, Ontario,
Canada M5G 1Z3.
S-4


DESCRIPTION OF BONDS
General
Our 6.25% Bonds due June 16, 2015, in the aggregate principal amount of NZ$750,000,000 will be issued
subject to a Ñscal agency agreement dated as of June 16, 2005 between us and The Bank of New York, as registrar,
Ñscal agent, transfer agent and principal paying agent (the ""Registrar'').
The terms and conditions of the Bonds are summarized below and are subject to the detailed provisions of the
Ñscal agency agreement and the exhibits thereto, including the form of Global Bonds (as deÑned below), a copy of
which will be Ñled as an exhibit to the registration statement and will be available for inspection at the oÇce of the
Luxembourg listing agent and paying agent. The Bonds and the Ñscal agency agreement together constitute a
contract, all of the terms and conditions of which the registered holder by acceptance of the Bonds assents to and is
deemed to have notice of. Additional terms of the Bonds are described in the basic prospectus under the heading
""Description of Debt Securities and Warrants''.
References to principal and interest in respect of the Bonds shall be deemed also to refer to any Additional
Amounts which may be payable as described below. See ""Payment of Additional Amounts''.
Status of the Bonds
The Bonds will be our direct unsecured obligations and as among themselves will rank pari passu and be
payable without any preference or priority. The Bonds will rank equally with all of our other unsecured and
unsubordinated indebtedness and obligations from time to time outstanding. Payments of principal of and interest
on the Bonds will be a charge on and payable out of the Consolidated Revenue Fund of Ontario.
Form, Denomination and Registration
The Bonds will be issued in the form of fully registered permanent Global Bonds registered in the name of
Cede & Co., as nominee of DTC, and held by The Bank of New York as custodian for DTC, or the DTC Custodian.
BeneÑcial interests in the Global Bonds will be represented through book-entry accounts of Ñnancial institutions
acting on behalf of beneÑcial owners as direct and indirect participants in DTC. Investors may elect to hold interests
in the Global Bonds through any of DTC (in the United States), or Clearstream, Luxembourg or Euroclear
(outside of the United States) if they are participants of such systems, or indirectly through organizations which are
participants in such systems. Clearstream, Luxembourg and Euroclear will hold interests on behalf of their
participants through customers' securities accounts in Clearstream, Luxembourg's and Euroclear's names on the
books of their respective depositaries, which in turn will hold such interests in customers' securities accounts in their
respective depositaries' names on the books of DTC. Except in the limited circumstances described herein, owners
of beneÑcial interests in the Global Bonds will not be entitled to have Bonds registered in their names, will not
receive or be entitled to receive Bonds in deÑnitive form and will not be considered registered holders thereof under
the Ñscal agency agreement. See ""Title'' and ""DeÑnitive CertiÑcates''.
Bonds will only be sold in minimum aggregate principal amounts of NZ$5,000 and integral multiples of
NZ$1,000 for amounts in excess of NZ$5,000.
All Bonds will be recorded in a register maintained by the Registrar, and will be registered in the name of
Cede & Co., for the beneÑt of owners of beneÑcial interests in the Global Bonds, including participants of
Clearstream, Luxembourg and Euroclear.
The Registrar will not impose any fees in respect of the Bonds, other than reasonable fees for the replacement
of lost, stolen, mutilated or destroyed Bonds. However, owners of beneÑcial interests in the Global Bonds may incur
fees payable in respect of the maintenance and operation of the book-entry accounts in which such interests are held
with the clearing systems.
Title
Subject to applicable law and the terms of the Ñscal agency agreement, we, the Registrar, and any paying agent
appointed pursuant to the Ñscal agency agreement shall deem and treat the registered holders of the Bonds as the
absolute owners thereof for all purposes whatsoever notwithstanding any notice to the contrary; and all payments to
or on the order of the registered holders shall be valid and eÅectual to discharge our liability and that of the
Registrar in respect of the Bonds to the extent of the sum or sums so paid.
S-5


Interest
The Bonds will bear interest from and including June 16, 2005 at a rate of 6.25% per annum. Interest will be
payable in two equal semi-annual installments in arrears on June 16 and December 16 of each year, commencing
December 16, 2005. Interest will be payable to the persons in whose name the Bonds are registered at the close of
business on the preceding June 1 or December 1 (the regular record dates), as the case may be. Interest on the
Bonds will cease to accrue on the date Ñxed for redemption or repayment unless payment of principal is improperly
withheld or refused. Any overdue principal or interest on the Bonds shall bear interest at the rate of 6.25% per
annum (before and after judgment) until paid, or if earlier, when the full amount of the moneys payable has been
received by the Registrar and notice to that eÅect has been given in accordance with ""Notices'' below.
Whenever it is necessary to compute any amount of accrued interest in respect of the Bonds for a period of less
than one full year, other than with respect to regular semi-annual interest payments, such interest shall be calculated
on the basis of the actual number of days in the period and a year of 365 or 366 days, as the case may be.
Payments
Principal of and interest on the Bonds (including Bonds in deÑnitive form if issued in exchange for the Global
Bonds as described under ""DeÑnitive CertiÑcates'') are payable by us in such coin or currency of New Zealand as at
the time of payment is legal tender for the payment of public or private debt to the persons in whose names the
Bonds are registered on the record date preceding any interest payment date, the Maturity Date or the date of
redemption, as the case may be. Ownership positions within each clearing system will be determined in accordance
with the normal conventions observed by such system. The Registrar will act as our principal paying agent for the
Bonds pursuant to the Ñscal agency agreement. Payment of principal and interest on the Global Bonds registered in
the name of DTC will be made in U.S. dollars except as set forth below. The Registrar acting in its capacity as
exchange rate agent will exchange New Zealand dollar payments received by it for U.S. dollars and pay such
amounts directly to Cede & Co. for payment to Direct Participants (as deÑned herein) in accordance with
customary procedures established from time to time by DTC. All costs of conversion will be borne by owners of
beneÑcial interests in the Global Bonds who receive payments in U.S. dollars. See ""Currency Conversion and
Foreign Exchange Risks''. Owners of beneÑcial interests in the Global Bonds may elect, through DTC and its
participants, to receive New Zealand dollar payments, in which case the Registrar will transfer New Zealand dollars
directly to accounts designated by them through DTC. Neither we nor the Registrar will have any responsibility or
liability for any aspect of the records of DTC, Clearstream, Luxembourg or Euroclear relating to, or payments made
by DTC, Clearstream, Luxembourg or Euroclear on account of, beneÑcial interests in the Global Bonds or for
maintaining, supervising or reviewing any records of DTC, Clearstream, Luxembourg or Euroclear relating to such
beneÑcial interests. With respect to payments on bonds issued in deÑnitive form, see ""DeÑnitive CertiÑcates''.
If any date for payment in respect of any Bond is not a business day, the registered holder thereof shall not be
entitled to payment until the next following business day, and no further interest shall be paid in respect of the delay
in such payment, unless such next following business day falls in the next succeeding calendar month, in which case
the related payment will be made on the immediately preceding business day as if made on the date such payment
was due. In this paragraph ""business day'' means a day on which banking institutions in The City of New York, in
the City of London, in the City of Auckland, in the City of Wellington and in the City of Toronto are not authorized
or obligated by law or executive order to be closed. If the Bonds have been issued in deÑnitive form and a date for
payment is a business day but is a day on which the Luxembourg paying agent or any other paying agent is closed at
the applicable place of payment, a registered holder will not be entitled to payment at such location until the next
succeeding day on which banking institutions in such place of payment are not generally authorized or obligated by
law or executive order to be closed, and no further interest shall be paid in respect of the delay in such payment.
Further Issues
We may, from time to time, without notice to or the consent of the registered holders of the Bonds, create and
issue further bonds ranking pari passu with the Bonds in all respects (or in all respects except for the payment of
interest accruing prior to the issue date of such further bonds or except for the Ñrst payment of interest following the
issue date of such further bonds) so that such further bonds shall be consolidated and form a single series with the
Bonds and shall have the same terms as to status, redemption or otherwise as the Bonds. Any further bonds shall be
issued subject to agreements supplemental to the Ñscal agency agreement.
S-6


Payment of Additional Amounts
All payments of, or in respect of, principal of and interest on the Bonds will be made without withholding of or
deduction for, or on account of, any present or future taxes, duties, assessments or charges of whatsoever nature
imposed or levied by or on behalf of the Government of Canada, or any province or political subdivision thereof, or
any authority thereof or agency therein having power to tax, unless such taxes, duties, assessments or charges are
required by law or by the administration or interpretation thereof to be withheld or deducted. In that event, we
(subject to our right of redemption described herein) will pay to the registered holders of the Bonds such additional
amounts (the ""Additional Amounts'') as will result (after withholding or deduction of the said taxes, duties,
assessments or charges) in the payment to the holders of Bonds of the amounts which would otherwise have been
payable in respect of the Bonds in the absence of such taxes, duties, assessments or charges, except that no such
Additional Amounts shall be payable with respect to any Bond presented for payment:
(a)
by or on behalf of a holder who is subject to such taxes, duties, assessments or charges in respect of such
Bond by reason of the holder being connected with Canada otherwise than merely by the holding or
ownership as a non-resident of Canada of such Bond; or
(b)
more than 15 days after the Relevant Date, except to the extent that the holder thereof would have been
entitled to such Additional Amounts on the last day of such period of 15 days. For this purpose, the
""Relevant Date'' in relation to any Bond means whichever is the later of:
(i)
the date on which the payment in respect of such Bond becomes due and payable; or
(ii)
if the full amount of the moneys payable on such date in respect of such Bond has not been
received by the Registrar on or prior to such date, the date on which notice is duly given to the
holders of Bonds that such moneys have been so received.
Maturity, Redemption and Purchases
The principal amount of the Bonds shall be due and payable on June 16, 2015 (the ""Maturity Date''). The
Bonds are not redeemable prior to the Maturity Date unless speciÑed events occur involving Canadian taxation as
provided below.
The Bonds may be redeemed at our option in whole, but not in part, at any time, on giving not less than 30 days'
and not more than 60 days' notice to registered holders of Bonds in accordance with ""Notices'' below (which notice
shall be irrevocable), at 100% of the principal amount thereof, together with interest accrued thereon to the date fixed
for redemption, if (a) we have paid or we will become obliged to pay Additional Amounts as provided or referred to in
""Payment of Additional Amounts'' above as a result of any change in, or amendment to, the laws or regulations of
Canada, or any province or political subdivision thereof, or any authority thereof or agency therein having power to tax,
or any change in the application or official interpretation of such laws or regulations, which change or amendment
becomes effective on or after June 7, 2005, and (b) such obligation cannot be avoided by our taking reasonable
measures available to us, provided that no such notice of redemption shall be given earlier than 90 days prior to the
earliest date on which we would be obliged to pay such Additional Amounts were a payment in respect of the Bonds
then due. Prior to the publication of any notice of redemption pursuant to this paragraph, we shall deliver to the
Registrar a certificate signed by one of our officers stating that we are entitled to effect such redemption and setting
forth a statement of facts showing that the conditions precedent to our right so to redeem have occurred.
We may, if not in default under the Bonds, at any time purchase Bonds in the open market, or by tender or by
private contract at any price and may cause the Registrar to cancel any Bonds so purchased.
DeÑnitive CertiÑcates
No beneÑcial owner of Bonds will be entitled to receive Bonds in deÑnitive form except in the limited
circumstances described below.
If DTC notiÑes us that it is unwilling or unable to continue as depositary in connection with the Global Bonds
or ceases to be a clearing agency registered under the Securities Exchange Act of 1934 and a successor depositary is
not appointed by us within a reasonable period after receiving such notice or becoming aware that DTC is no longer
so registered, we will issue or cause to be issued fully registered Bonds in deÑnitive form upon registration of transfer
of, or in exchange for, the Global Bonds. We may also at any time and in our sole discretion determine not to have
any of the Bonds held in the form of the Global Bonds and, in such event, we will issue or cause to be issued fully
registered Bonds in deÑnitive form upon registration of transfer of, or in exchange for, such Global Bonds.
For so long as the Bonds are listed on the Luxembourg Stock Exchange and if the rules of such stock exchange
on which the Bonds are listed so require, we have agreed to appoint and maintain a transfer agent and paying agent
S-7


in Luxembourg to act on our behalf. Fully registered Bonds in deÑnitive form may be presented at the oÇce of the
Luxembourg transfer agent, for registration of transfer or exchange by the Registrar in accordance with the Ñscal
agency agreement. Payments of interest on fully registered Bonds in deÑnitive form will be made by the Registrar by
cheque or wire transfer in accordance with the Ñscal agency agreement. Fully registered Bonds in deÑnitive form
may be surrendered at the oÇce of the Luxembourg paying agent for payment of principal at maturity or on the date
Ñxed for redemption.
ModiÑcation
The Ñscal agency agreement and the Bonds may be amended or supplemented by us on the one hand, and the
Registrar, on the other hand, without notice to or the consent of the registered holder of any Bond, for the purpose of
curing any ambiguity, or curing, correcting or supplementing any defective provisions contained therein, or eÅecting
the issue of further bonds as described under ""Further Issues'' above, or in any other manner which we may deem
necessary or desirable and which, in our reasonable opinion, on the one hand, and the Registrar, on the other hand,
will not adversely aÅect the interests of the holders of Bonds.
The Ñscal agency agreement will contain provisions for convening meetings of registered holders of Bonds to
consent by Extraordinary Resolution (as deÑned below) to any modiÑcation or amendment proposed by us to the
Ñscal agency agreement (except as provided in the immediately preceding paragraph) and the Bonds (including the
terms and conditions thereof). An Extraordinary Resolution duly passed at any such meeting shall be binding on all
registered holders of Bonds, (except as provided in the immediately preceding paragraph) whether present or not;
provided, however, that no such modiÑcation or amendment to the Ñscal agency agreement or to the terms and
conditions of the Bonds may, without the consent of the registered holder of each such Bond aÅected thereby:
(a) change the Maturity Date of any such Bond or change any interest payment date; (b) reduce the principal
amount of any such Bond or the rate of interest payable thereon; (c) change the currency of payment of any such
Bond; (d) impair the right to institute suit for the enforcement of any payment on or with respect to such Bond; or
(e) reduce the percentage of the principal amount of Bonds necessary for the taking of any action, including
modiÑcation or amendment of the Ñscal agency agreement or the terms and conditions of the Bonds, or reduce the
quorum required at any meeting of registered holders of Bonds.
The term ""Extraordinary Resolution'' will be deÑned in the Ñscal agency agreement as a resolution passed at a
meeting of registered holders of Bonds by the aÇrmative vote of the registered holders of not less than 66% of the
principal amount of the Bonds represented at the meeting in person or by proxy and voting on the resolution or as an
instrument in writing signed by the registered holders of not less than 66% in principal amount of the outstanding
Bonds. The quorum at any such meeting for passing an Extraordinary Resolution will be one or more persons being
or representing registered holders of Bonds with at least a majority in principal amount of the Bonds at the time
outstanding, or at any adjourned meeting called by us or the Registrar, one or more persons being or representing
registered holders of Bonds whatever the principal amount of the Bonds so held or represented.
Governing Law
The Bonds and the Ñscal agency agreement will be governed by, and construed in accordance with, the laws of
the Province of Ontario and the laws of Canada applicable in Ontario.
Notices
All notices will be published in English in the Financial Times in London, The Wall Street Journal in
New York, The Globe and Mail in Toronto and, for so long as the Bonds are listed on the Luxembourg Stock
Exchange and the rules of the Luxembourg Stock Exchange so require, notices will be published in a leading
newspaper having general circulation in Luxembourg (which is expected to be the d'Wort). If at any time
publication in any such newspaper is not practicable, notices will be valid if published in an English language
newspaper with general circulation in the respective market regions as we, with the approval of the Registrar, shall
determine. Any such notice shall be deemed to have been given on the date of such publication or, if published more
than once or on diÅerent dates, on the Ñrst date on which publication is made.
Prescription
Our obligation to pay an amount of interest on the Bonds will cease if a claim for the payment of such interest
is not made within two years after the date on which such interest becomes due and payable. Our obligation to pay
the principal amount of the Bonds will cease if the Bonds are not presented for payment within two years after the
date on which such principal becomes due and payable.
S-8


CLEARING AND SETTLEMENT
Links have been established among DTC, Clearstream, Luxembourg and Euroclear to facilitate the initial
issuance of the Bonds and cross-market transfers of the Bonds associated with secondary market trading. DTC will
be linked indirectly to Clearstream, Luxembourg and Euroclear through the DTC accounts of their respective
depositaries in the United States.
The Clearing Systems
The clearing systems have advised us as follows:
DTC.
DTC is a limited-purpose trust company organized under the New York Banking Law, a ""banking
organization'' within the meaning of the New York Banking Law, a member of the Federal Reserve System, a
""clearing corporation'' within the meaning of the New York Uniform Commercial Code and a ""clearing agency''
registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. DTC
holds securities that its participants (""Direct Participants'') deposit with DTC. DTC also facilitates the settlement
among Direct Participants of securities transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in Direct Participants' accounts, thereby eliminating the need for
physical movement of securities certiÑcates. Direct Participants include securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations. DTC is owned by a number of its Direct
Participants and by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National
Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities
brokers and dealers, banks, and trust companies that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly (""Indirect Participants'' and, together with Direct Participants,
""DTC Participants''). The rules applicable to DTC and its Direct and Indirect Participants are on Ñle with the SEC.
Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive
a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond (a
""beneÑcial owner'') is in turn to be recorded on the Direct and Indirect Participants' records. BeneÑcial owners will
not receive written conÑrmation from DTC of their purchase, but beneÑcial owners are expected to receive written
conÑrmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or
Indirect Participant through which the beneÑcial owner entered into the transaction. Transfers of ownership
interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants
acting on behalf of beneÑcial owners. BeneÑcial owners will not receive certiÑcates representing their ownership
interests in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued.
To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the
name of DTC's partnership nominee, Cede & Co. or such other name as may be requested by an authorized
representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such
other nominee eÅect no change in beneÑcial ownership. DTC has no knowledge of the actual beneÑcial owners of
the Bonds; DTC's records reÖect only the identity of the Direct Participants to whose accounts such Bonds are
credited, which may or may not be the beneÑcial owners. The Direct and Indirect Participants will remain
responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to
Indirect Participants, and by Direct and Indirect Participants to beneÑcial owners will be governed by arrangements
among them, subject to any statutory or regulatory requirements as may be in eÅect from time to time.
Clearstream, Luxembourg.
Clearstream, Luxembourg, 67 Bd Grande-Duchesse Charlotte, L-2967
Luxembourg, was incorporated in 1970 as ""Cedel S.A.'', a company with limited liability under Luxembourg law (a
soci et e anonyme). Cedel S.A. subsequently changed its name to Clearstream, Luxembourg. On January 10, 2000,
Clearstream, Luxembourg's parent company, Cedel International, soci et e anonyme (""CI'') merged its clearing,
settlement and custody business with that of Deutsche B orse Clearing AG (""DBC''). The merger involved the
transfer by CI of substantially all of its assets and liabilities (including its shares in Clearstream, Luxembourg) to a
new Luxembourg company, New Cedel International, soci et e anonyme (""New CI''), which is 50% owned by CI
and 50% owned by DBC's parent company Deutsche B orse AG. The shareholders of these two entities are banks,
securities dealers and Ñnancial institutions. CI currently has 92 shareholders, including U.S. Ñnancial institutions or
their subsidiaries. No single entity may own more than 5 percent of CI's stock.
Further to the merger, the Board of Directors of New CI decided to re-name the companies in the group in
order to give them a cohesive brand name. The new brand name that was chosen is ""Clearstream''. With eÅect from
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January 14, 2000, New CI has been renamed ""Clearstream International, soci et e anonyme''. On January 18, 2000,
Clearstream, Luxembourg was renamed ""Clearstream Banking, soci et e anonyme'', and Cedel Global Services was
renamed ""Clearstream Services, soci et e anonyme''.
On January 17, 2000, DBC was renamed ""Clearstream Banking AG''. This means that there are now two
entities in the corporate group headed by Clearstream International which share the name ""Clearstream Banking'',
the entity previously named ""Clearstream, Luxembourg'' and the entity previously named ""Deutsche B orse
Clearing AG''.
Clearstream, Luxembourg holds securities for its customers and facilitates the clearance and settlement of
securities transactions between Clearstream, Luxembourg customers (""Clearstream, Luxembourg Participants'')
through electronic book-entry changes in accounts of Clearstream, Luxembourg Participants, thereby eliminating
the need for physical movement of certiÑcates. Transactions may be settled by Clearstream, Luxembourg in any of
36 currencies, including United States Dollars. Clearstream, Luxembourg provides to its customers, among other
things, services for safekeeping, administration, clearance and settlement of internationally traded securities and
securities lending and borrowing. Clearstream, Luxembourg also deals with domestic securities markets in over
30 countries through established depository and custodial relationships. Clearstream, Luxembourg is registered as a
bank in Luxembourg, and as such is subject to regulation by the Commission de Surveillance du Secteur Financier,
""CSSF'', which supervises Luxembourg banks. Clearstream, Luxembourg's Participants are world-wide Ñnancial
institutions including underwriters, securities brokers and dealers, banks, trust companies and clearing corporations.
Clearstream, Luxembourg's U.S. customers are limited to securities brokers and dealers, and banks. Currently,
Clearstream, Luxembourg has approximately 2,000 customers located in over 80 countries, including all major
European countries, Canada, and the United States. Indirect access to Clearstream, Luxembourg is available to
other institutions that clear through or maintain a custodial relationship with an account holder of Clearstream,
Luxembourg. Clearstream, Luxembourg has established an electronic bridge with the Euroclear Operator in
Brussels to facilitate settlement of trades between Clearstream, Luxembourg and the Euroclear Operator.
Distributions of interest and principal with respect to Bonds held beneÑcially through Clearstream,
Luxembourg will be credited to cash accounts of Clearstream, Luxembourg Participants in accordance with its rules
and procedures, to the extent received by the U.S. Depositary for Clearstream, Luxembourg.
Euroclear.
Euroclear was created in 1968 to hold securities for its participants (""Euroclear Participants'')
and to clear and settle transactions between Euroclear Participants through simultaneous electronic book-entry
delivery against payment, thereby eliminating the need for physical movement of certiÑcates and any risk from lack
of simultaneous transfers of securities and cash. Euroclear provides various other services, including securities
lending and borrowing and interfaces with domestic markets in several countries. Euroclear is operated by Euroclear
Bank S.A./N.V. (the ""Euroclear Operator''), under contract with Euroclear Clearance Systems, S.C., a Belgian
cooperative corporation (the ""Cooperative''). All operations are conducted by the Euroclear Operator, and all
Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator, not
the Cooperative. The Cooperative establishes policy for Euroclear on behalf of Euroclear Participants. Euroclear
Participants include banks (including central banks), securities brokers and dealers and other professional Ñnancial
intermediaries and may include the initial purchasers. Indirect access to Euroclear is also available to others that
clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly.
The Euroclear Operator was granted a banking license by the Belgian Banking and Finance Commission in
2000, authorizing it to carry out banking activities on a global basis. It took over operation of Euroclear from the
Brussels, Belgium oÇce of Morgan Guaranty Trust Company of New York on December 31, 2000.
Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and
Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, and
applicable Belgian law (collectively, the ""Terms and Conditions''). The Terms and Conditions govern transfers of
securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments
with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of
speciÑc certiÑcates to speciÑc securities clearance accounts. The Euroclear Operator acts under the Terms and
Conditions only on behalf of Euroclear Participants, and has no record of or relationship with persons holding
through Euroclear Participants.
Distributions of interest and principal with respect to Bonds held beneÑcially through Euroclear will be credited
to cash accounts of Euroclear Participants in accordance with its rules and procedures, to the extent received by its
depositary in the United States.
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Document Outline