Bond Austral National Bank 4.5% ( XS0194493861 ) in EUR

Austral National Bank

100 % ▼

Australia

XS0194493861 ( in EUR )

4.5% per year ( payment 1 time a year)

23/06/2016 - Bond has expired

Prospectus brochure of the bond National Australia Bank (NAB) XS0194493861 in EUR 4.5%, expired

1 000 EUR

500 000 000 EUR

National Australia Bank (NAB) is a leading Australian financial services company offering a wide range of banking, financial planning, and asset management services to personal, business, and institutional clients domestically and internationally.

National Australia Bank (NAB) EUR 4.5% bond, ISIN XS0194493861, issued in Australia with a total issuance size of EUR 500,000,000, minimum lot size of EUR 1,000, maturing on 23/06/2016, paying interest annually, has matured and been repaid at 100%.

U.S.$15,000,000,000
NATIONAL AUSTRALIA BANK LIMITED
(ABN 12 004 044 937)
Euro Medium-Term Notes, Series A
Due 3 Months or more from Date of Issue
National Australia Bank Limited (the ``Bank'') may offer from time to time up to US$15,000,000,000 aggregate principal amount
outstanding at any one time, or its equivalent in another currency or composite currencies of its Medium-Term Notes, Series A (the
``Notes''). The Notes will mature 3 months or more from the date of issue, as selected by the purchaser and agreed to by the Bank which
maturity date may be subject to extension at the option of the Bank or the Holder thereof. See ``Extendible Notes'' and ``Renewable
Notes''. If so specified in an applicable supplement to this memorandum (a ``Pricing Supplement''), the Notes may be redeemable at
the option of the Bank, or repayable at the option of the Holder, or both, as agreed at the time of sale. See ``Description of Notes --
Optional Redemption'' and ``-- Optional Repayment''. The Notes will otherwise not be subject to redemption by the Bank except in the
event that the Bank becomes obligated to pay any additional amounts referred to under ``Payment of Additional Amounts''. The Notes
will be subject to a minimum purchase requirement of US$1,000, or any integral multiple thereof (or such other minimum denomination
or integral multiple thereof in a Specified Denominated Currency (as defined herein)). Unless otherwise specified in the applicable
Pricing Supplement, Notes denominated or payable in any currency other than U.S. dollars or euro will not be sold in, or to residents of,
the country issuing such currency. See ``Foreign Currency Risks''.
The Notes are unsecured direct obligations of the Bank and may be issued as Unsubordinated Notes (as defined herein) or
Subordinated Notes (as defined herein), as specified in the applicable Pricing Supplement. See ``Description of the Notes''. Each Note
will bear interest at a fixed rate or rates (a ``Fixed Rate Note'') or at a rate or rates determined by reference to an interest rate basis
specified in the applicable Pricing Supplement as adjusted by the spread and/or spread multiplier (as set forth in the applicable Pricing
Supplement or on the face of the applicable Notes), if any, or will not bear interest or will bear interest which at the time of issuance is
below market rates. Unless otherwise indicated at the time of issuance, interest on Fixed Rate Notes will be payable each March 15 and
September 15 and at maturity or earlier redemption or repayment. Interest on other Notes will be payable on the dates indicated
therein and in the applicable Pricing Supplement. The Notes may also be issued as Original Issue Discount Notes, Indexed Notes or
Amortising Notes (as defined herein).
Notes will be initially represented by a temporary Global Bearer Note, without interest coupons attached, which will be deposited
with a common depositary for the benefit of the Euroclear Bank S.A./N.V. as operator of the Euroclear System (``Euroclear'') and
Clearstream Banking, soci´
et´
e anonyme (``Clearstream, Luxembourg''). The temporary Global Bearer Note will either be exchangeable
for (a) a permanent Global Bearer Note, (b) definitive Bearer Notes or (c) definitive Registered Notes, in each case as described herein.
The permanent Global Bearer Note will be exchangeable in whole but not in part for definitive Bearer Notes or definitive Registered
Notes, in each case, upon not less than 60 days' written notice to the Bank and the Trustee.
The Notes may be listed on the Luxembourg Stock Exchange. This Offering Memorandum may be used to list the Notes issued
under the medium-term note programme described in this memorandum (the ``Programme'') on the Luxembourg Stock Exchange
during the period of twelve months from the date hereof. The Bank may also issue Notes which are unlisted.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may include Notes
in bearer form that 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.
Offers to purchase Notes are being solicited, on a reasonable efforts basis, from time to time by the agents listed below (the
``Agents'') on behalf of the Bank as specified under ``Plan of Distribution''. Notes may be sold to the Agents on their own behalf at
negotiated discounts for resale to investors or other purchasers. The Bank reserves the right to sell Notes directly on its own behalf. The
Bank also reserves the right to withdraw, cancel or modify the offering contemplated hereby without notice. No termination date for the
offering of the Notes has been established. The Bank or the Agents may reject any order as a whole or in part. See ``Plan of Distribution''.
Agents
ABN AMRO
Barclays Capital
Deutsche Bank
Goldman Sachs International
HSBC
JPMorgan
Merrill Lynch International
Morgan Stanley
National Australia Bank Limited
Nomura International
RBC Capital Markets
Schroder Salomon Smith Barney*
TD Securities
The Royal Bank of Scotland
UBS Warburg
The date of this Offering Memorandum is February 6, 2003 and this Offering Memorandum cancels and replaces the Offering
Memorandum dated February 14, 2002.
* Schroder is a trademark of Schroders Holdings plc and is used under license by Salomon Brothers International Limited.

There are restrictions on the offer and sale of the Notes in the United Kingdom. All applicable
provisions of the Financial Services and Markets Act 2000 and the Public Offers of Securities
Regulations 1995 (as amended) with respect to anything done by any person in relation to the
Notes in, from or otherwise involving the United Kingdom must be complied with. This Offering
Memorandum does not constitute an offer to sell or the solicitation of an offer to buy the Notes in
any jurisdiction in which such offer or solicitation is unlawful. See ``Plan of Distribution''. The Notes
will not be offered or sold in Australia, its territories or possessions or to any resident thereof.
The distribution of this Offering Memorandum and the offer, distribution or sale of Notes may
be restricted by law in certain jurisdictions. Neither the Bank nor the Agents represent that this
document may be lawfully distributed, or that the Notes may be lawfully offered, in compliance
with any applicable registration or other requirements in any such jurisdiction, or pursuant to an
exemption available thereunder, or assume any responsibility for facilitating any such distribu-
tion or offering. In particular, no action has been taken by the Bank or the Agents (save for the
approval of this document as listing particulars by the Luxembourg Stock Exchange) which would
permit a public offering of the Notes or distribution of this document, in any jurisdiction where
action for that purpose is required. Accordingly, the Notes may not be offered or sold, directly or
indirectly, and neither this Offering Memorandum nor any advertisement or other offering mate-
rial may be distributed or published in any jurisdiction, except under circumstances that will
result in compliance with any applicable laws and regulations and the Agents have represented
that all offers and sales by them will be made on the same terms. Persons into whose possession
this Offering Memorandum or any Notes come must inform themselves about, and observe, any
such restrictions.
The Bank accepts responsibility for the information contained in this Offering Memorandum.
No person has been authorised to give any information or to make any representations other than
those contained in this Offering Memorandum and, if given or made, such information or represen-
tations must not be relied upon as having been authorised. This Offering Memorandum does not
constitute an offer to sell or the solicitation of an offer to buy any securities other than the
securities to which it relates.
No representation or warranty is made or implied by the Agents, the Trustee or any of their
respective affiliates, and neither the Agents nor the Trustee nor any of their respective affiliates
makes any representation or warranty or accepts any responsibility as to the accuracy or com-
pleteness of the information contained in this Offering Memorandum. Neither the delivery of this
Offering Memorandum 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
Memorandum is true subsequent to the date hereof or the date upon which this Offering Memoran-
dum has been most recently amended or supplemented or that there has been no adverse change,
or any event reasonably likely to involve any adverse change, in the condition (financial or
otherwise) of the Bank since the date hereof or, if later, the date upon which this Offering Memo-
randum 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.
In this Offering Memorandum, references to the ``National'' or the ``Group'' are to the Bank and
its consolidated subsidiaries. References to ``dollars'' or ``A$'' are to Australian dollars, unless
otherwise identified as U.S. dollars (``US$''). References to ``E'' or ``euro'' are to the currency
introduced at the start of the third stage of European economic and monetary union pursuant to
the Treaty establishing the European Community, as amended by the Treaty on European Union,
as amended.
2

TABLE OF CONTENTS
Page
Documents Incorporated by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
Summary of The Programme and of the Terms and Conditions of the Notes . . . . . . . . . . . . .
5
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10
Foreign Currency Risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
National Australia Bank Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
Recent Developments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
54
Summary of Certain Consolidated Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . .
62
Capitalisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
65
Australian Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
67
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
70
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
73
Validity of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
73
Listing and General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
74
3

This Offering Memorandum, together with each Pricing Supplement used for each issue of Notes,
may only be used for the offer, sale and listing of Notes in an aggregate principal amount outstanding
at any one time of up to US$15,000,000,000 or its equivalent in the currency or composite currencies in
which any Notes are denominated (a ``Specified Denominated Currency''), determined using the
exchange rate in effect on the date of issue. Reference herein to the Offering Memorandum shall
include any relevant Pricing Supplement. Pursuant to the International Distribution Agreement
referred to under ``Plan of Distribution'', the Bank will represent to the Agents that as of the original
issue date of any Notes, the Offering Memorandum, as then amended or supplemented, will not
contain any untrue statement of a material fact or omit to state any material fact necessary in order to
make the statements therein, in light of the circumstances under which they were made, not mislead-
ing (subject to certain exceptions contained in the International Distribution Agreement). The Bank has
undertaken, in connection with the listing of the Notes, that if, while Notes of the Bank are outstanding
and listed on the Luxembourg Stock Exchange, there shall occur any adverse change in the business
or financial position of the Bank that is material in the context of the issuance under the Programme
which is not reflected in the Offering Memorandum (or any of the documents incorporated by reference
in the Offering Memorandum) and if so required by the Luxembourg Stock Exchange the Bank will
prepare or procure the preparation of an amendment or supplement of the Offering Memorandum or,
as the case may be, publish a new Offering Memorandum for use in connection with any subsequent
offering by the Bank of Notes to be listed on the Luxembourg Stock Exchange.
If the ``Description of the Notes'' (as set out in the Offering Memorandum) are modified or amended in
a manner which would make the Offering Memorandum, as amended or supplemented, inaccurate or
misleading, a further Offering Memorandum will be prepared to the extent required by law.
In connection with the issue and distribution of any tranche of Notes, the Agent (if any)
disclosed as the stabilising manager in the applicable Pricing Supplement or any person acting
for such Agent may over-allot or effect transactions with a view to supporting the market price of
the Notes of the series of which such tranche forms a part 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 stabilising manager or any of its agents to do this. Such stabilising, if commenced, may be
discontinued at any time and must be brought to an end after a limited time. Such stabilising shall
be in compliance with all applicable laws, regulations and rules.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents shall be deemed to be incorporated in, and to form part of, this Offering
Memorandum:
(a) the Bank's Annual Report to Shareholders on Form 20-F for the most recent fiscal year
(including the consolidated audited financial statements of the Group and the non-consolidated
audited financial statements of the Bank) and, if later, the most recently published interim consoli-
dated and non-consolidated financial statements of the Group and the Bank, respectively, and
(b) all amendments and supplements to this Offering Memorandum circulated by the Bank
from time to time.
Any statement contained herein or in a document which is deemed to be incorporated by refer-
ence herein shall be deemed to be modified or superseded for the purpose of this Offering Memoran-
dum to the extent that a statement contained in any such subsequent document which is deemed to be
incorporated by reference herein modifies or supersedes such earlier statement (whether expressly,
by implication or otherwise).
The Bank will provide, without charge, to each person to whom a copy of this Offering Memoran-
dum has been delivered, upon the request of such person, a copy of any or all of the documents
deemed to be incorporated herein by reference unless such documents have been modified or
superseded as specified above. Requests for such documents should be directed to the Bank at its
registered office set out under ``National Australia Bank Limited''. In addition, such documents will be
available free of charge from the principal office in Luxembourg of Deutsche Bank Luxembourg S.A. in
its capacity as listing agent for Notes listed on the Luxembourg Stock Exchange.
4

SUMMARY OF THE PROGRAMME AND OF THE
TERMS AND CONDITIONS OF THE NOTES
The following summary does not purport to be complete and is taken from, and is qualified in its
entirety by, the remainder of this Offering Memorandum and, in relation to the terms and conditions of
any particular tranche of Notes, the applicable Pricing Supplement. Words and expressions defined in
``Description of the Notes'' below shall have the same meanings in this summary.
Issuer:
National Australia Bank Limited
Description:
Euro Medium Term Note Programme
Arranger:
National Australia Bank Limited
Agents:
ABN AMRO Bank N.V.
Barclays Bank PLC
Deutsche Bank AG London
Goldman Sachs International
HSBC Bank plc
J.P. Morgan Securities Ltd.
Merrill Lynch International
Morgan Stanley & Co. International Limited
National Australia Bank Limited
Nomura International plc
Royal Bank of Canada Europe Limited
Salomon Brothers International Limited
The Royal Bank of Scotland plc
The Toronto-Dominion Bank
UBS AG, acting through its business group UBS Warburg
Certain Restrictions:
Notes denominated in a currency in respect of which
particular laws, guidelines, regulations, restrictions or
reporting requirements apply will only be issued in
circumstances which comply with such laws, guidelines,
regulations, restrictions or reporting requirements from time
to time (see ``Plan of Distribution'') including the following
restrictions applicable as of the date of this Offering
Memorandum.
Notes denominated in Swiss Francs or carrying a Swiss Franc
related element with a Stated Maturity of more than one year
(other than Notes privately placed with a single investor with
no publicity) will be issued in compliance with the relevant
regulations of the Swiss National Bank based on Article 7 of
the Federal Law on Banks and Savings Banks of November 8,
1934 (as amended) and Article 15 of the Federal Law on Stock
Exchanges and Securities Trading of March 24, 1995 in
connection with Article 2, Paragraph 2, of the Ordinance of the
Federal Banking Commission on Stock Exchanges and
Securities Trading of December 2, 1996. Under the said
regulations, the relevant Agent or, in the case of a syndicated
issue, the lead manager, must be a bank domiciled in
Switzerland (which includes branches or subsidiaries of a
foreign bank located in Switzerland) or a securities dealer
5

duly licensed by the Swiss Federal Banking Commission as
per the Federal Law on Banks and Savings Banks of
November 8, 1934 and the Federal Law on Stock Exchanges
and Securities Trading of March 24, 1995, respectively (the
``Swiss Agent''). The Swiss Agent must report certain details of
the relevant transaction to the Swiss National Bank no later
than the relevant issue date for such a transaction.
Trustee:
Deutsche Trustee Company Limited (formerly Bankers Trustee
Company Limited)
Principal Paying Agent (the
``Principal Paying Agent''):
Deutsche Bank AG London, unless otherwise specified by the
Bank in the applicable Pricing Supplement.
Paying Agents (each, a ``Paying
Agent''):
Deutsche Bank AG London and Deutsche Bank Luxembourg
S.A.
Programme Size:
Up to US$15,000,000,000 (or its equivalent in other currencies
calculated as described herein) outstanding at any time, or
any increased amount which amount the Bank and the Agents
may agree from time to time.
Distribution:
Notes may be distributed by way of private or public
placement and in each case on a syndicated or
non-syndicated basis.
Currencies:
Subject to any applicable legal or regulatory restrictions, such
currencies as may be agreed between the Bank and the
relevant Agent (as indicated in the applicable Pricing
Supplement).
Maturities:
Such Maturities as may be agreed between the Bank and the
relevant Agent (as indicated in the applicable Pricing
Supplement), subject to such minimum or maximum
Maturities as may be allowed or required from time to time by
the relevant central bank (or equivalent body) or any laws or
regulations applicable to the Bank or the relevant Specified
Denominated Currency.
At the date of this Offering Memorandum, the minimum Stated
Maturity of all Notes is three months.
Form of Notes:
Each tranche of Notes will initially be represented by a
temporary Global Bearer Note which will be deposited on the
relevant Issue Date with a common depositary for Euroclear
and Clearstream, Luxembourg. Depending on the terms of
such temporary Global Bearer Note, beneficial interests in
such temporary Global Bearer Note will be exchanged, unless
otherwise specified in the applicable Pricing Supplement, for
either definitive Bearer Notes, definitive Registered Notes or
beneficial interests in permanent Global Bearer Notes on or
after 40 days after the delivery of the temporary Global Bearer
Note to Euroclear or Clearstream, Luxembourg, as the case
6

may be, upon certification of non-U.S. beneficial ownership as
required by U.S. Treasury regulations.
A beneficial interest in a permanent Global Bearer Note will
be exchangeable, unless otherwise specified in the
applicable Pricing Supplement, upon request as described
therein, in whole but not in part, for definitive Bearer or
Registered Notes upon not less than 60 days' written notice to
the Bank and the Paying Agent, as described in ``Description
of the Notes -- Form, Denomination and Title'' below. Any
interest in a Global Bearer Note will be transferable only in
accordance with the rules and procedures for the time being
of Euroclear or Clearstream, Luxembourg, as appropriate.
Fixed Rate Notes:
Unless otherwise specified in the applicable Pricing
Supplement, interest on Fixed Rate Notes (other than Zero
Coupon Notes), will be payable on March 15 and
September 15 of each year until (and where applicable,
including) the Stated Maturity.
Floating Rate Notes:
Floating Rate Notes will bear interest based on an interest rate
formula designated in the applicable Pricing Supplement,
which formula may include the Commercial Paper Rate, the
Prime Rate, the CD Rate, the Federal Funds Rate, LIBOR,
EURIBOR, the Treasury Rate, the CMT Rate, the Australian
Bank Bill Rate or such other interest rate formula as may be
agreed between the Bank and the purchaser. Unless
otherwise specified in the applicable Pricing Supplement, the
interest rate on each Floating Rate Note will be calculated by
reference to the specified interest rate (a) plus or minus the
Spread, if any, and/or (b) multiplied by the Spread Multiplier, if
any.
The interest rate, the interest period and the interest amount
on each Floating Rate Note will be communicated to the
Luxembourg Stock Exchange as soon as possible but in no
event later than the first day of the relevant interest period.
Indexed Notes:
Amounts due on an Indexed Note may be determined by
reference to such index and/or formula as the Bank and the
relevant Agent may agree (as indicated in the applicable
Pricing Supplement).
Other provisions in relation to
Floating Rate Notes:
Floating Rate Notes may also have a maximum interest rate, a
minimum interest rate or both or neither.
Interest on Floating Rate Notes, as selected prior to issue by
the Bank and the relevant Agent, will be payable on such
Interest Payment Dates as are specified in, or determined
pursuant to, the applicable Pricing Supplement.
Zero Coupon Notes:
Zero Coupon Notes will be offered and sold at a discount to
their nominal amount unless otherwise specified in the
applicable Pricing Supplement.
7

Redemption:
The applicable Pricing Supplement relating to each tranche
of Notes will indicate either that the Notes of such tranche
cannot be redeemed prior to their Stated Maturity (other than
for certain taxation reasons) or that such Notes will be
redeemable at the option of the Bank upon giving not more
than 60 days' notice nor less than 30 days' prior notice to the
Holders on a date or dates specified prior to such Stated
Maturity and at a price or prices and on such terms as are
indicated in the applicable Pricing Supplement.
Repayment:
The applicable Pricing Supplement relating to each tranche
of Notes will indicate either that the Notes of such tranche
cannot be repaid prior to their Stated Maturity or that the
Notes will be repayable at the option of the Holders on a date
or dates specified prior to the Stated Maturity upon giving no
more than 45 days' nor less than 30 days' prior notice to the
Principal Paying Agent.
Denomination of Notes:
Notes will be issued in denominations of US$1,000 and any
integral multiples thereof (or such other minimum
denominations and integral multiples thereof in a Specified
Denominated Currency), except where a greater minimum
denomination is required from time to time by the relevant
central bank (or equivalent body) or any laws or regulations
applicable to the relevant Specified Denominated Currency.
See ``Certain Restrictions -- Notes with a maturity of less than
one year'' above.
Redenomination, Renominalisation
and/or Reconventioning:
Notes denominated in a national currency unit of a member
state of the European Union which is a participant in the third
stage of European Economic and Monetary Union may
(following the giving of notice by the Bank to the Holders, the
Principal Paying Agent, the Trustee, Euroclear and
Clearstream, Luxembourg), be subject to redenomination,
renominalisation and/or reconventioning in accordance with
applicable laws and regulations and then current market
practice. Further provisions relating to such redenomination,
renominalisation and/or reconventioning may be made in the
applicable Pricing Supplement.
Taxation:
All payments in respect of the Notes will be made without
deduction for or on account of withholding taxes imposed
within Australia, except as described under ``Payment of
Additional Amounts''.
Negative Pledge:
The terms of the Unsubordinated Notes will contain a negative
pledge provision as described under ``Negative Pledge with
Respect to Unsubordinated Notes''. The terms of the
Subordinated Notes will not be subject to a negative pledge
provision.
Status of the Unsubordinated
Notes:
Unsubordinated Notes will be direct, unsecured and general
8

obligations of the Bank and will rank pari passu with all other
unsecured and unsubordinated obligations of the Bank (other
than any obligation preferred by mandatory provisions of
applicable law).
Status of the Subordinated Notes:
Subordinated Notes will be unsecured and subordinated to
the claims of all Unsubordinated Creditors of the Bank in right
of payment with respect to the assets of the Bank in the event
of a Winding Up of the Bank. See ``Subordination''.
Rating:
Subordinated Notes and Unsubordinated Notes have been
rated by Moody's Investors Service, Inc. and Standard &
Poor's Rating Services, a division of The McGraw-Hill
Companies, Inc.
A security rating is not a recommendation to buy, sell or hold
securities and may be subject to suspension, reduction or
withdrawal at any time by an assigning rating agency and any
rating should be evaluated independently of any other
information.
Listing:
If indicated in the applicable Pricing Supplement, the Notes
will be listed on the Luxembourg Stock Exchange. The Bank
may also issue Notes which are unlisted.
Governing Law:
Other than in relation to the subordination provisions
applicable to the Subordinated Notes which are governed by
and construed in accordance with the laws of the State of
Victoria and the Commonwealth of Australia, the Notes will be
governed by, and construed in accordance with, the laws of
the State of New York.
Selling Restrictions:
There are selling restrictions in relation to the United States,
the United Kingdom, France, Switzerland, New Zealand,
Hong Kong, Australia, Japan and Germany and such other
jurisdictions as may be required in connection with the
offering and sale of a particular tranche of Notes. See ``Plan of
Distribution''.
9

DESCRIPTION OF THE NOTES
General
The Notes are to be issued under an Indenture, dated as of March 15, 1997, as amended (the
``Indenture''), between the Bank and Deutsche Trustee Company Limited, as trustee (the ``Trustee''), a
copy of which is available for inspection at the office of the Trustee located at Winchester House, 1
Great Winchester Street, London EC2N 2DB, Attention: Corporate Trust and Agency Services. Capital-
ised terms not defined herein have the meanings assigned to them in the Indenture.
The following summaries of certain provisions of the Indenture and the Notes do not purport to be
complete and are subject to and are qualified in their entirety by reference to all of the provisions of the
Indenture and the Notes including the definitions therein of certain terms. The following sets forth
certain general terms and provisions of the Notes offered hereby. The terms and conditions set forth
below will apply to each Note unless otherwise specified herein or in the applicable Pricing Supple-
ment and in such Note. References to interest payments and interest-related information do not apply
to Zero Coupon Notes (as defined below).
The total aggregate principal amount of Notes offered hereby shall not exceed US$15,000,000,000
outstanding at any one time (or, in the case of Foreign Currency Notes (as defined below), the
equivalent thereof at the Market Exchange Rate (as defined below) on the applicable trade dates in
another currency or composite currencies).
The Notes will be unsecured direct obligations of the Bank. Notes issued as unsubordinated notes
(``Unsubordinated Notes'') will rank pari passu with all other unsecured and unsubordinated obliga-
tions of the Bank (other than any preferred by mandatory provisions of applicable law). Notes issued as
subordinated notes (``Subordinated Notes'') will be subordinate to the claims of all Unsubordinated
Creditors (as defined below) of the Bank in right of payment with respect to the assets of the Bank in the
event of a Winding Up (as defined below) of the Bank. The Subordinated Notes will rank senior in right
of payment to the Bank's Undated Floating Rate Notes. See ``-- Subordination''. The Unsubordinated
Notes will have the benefit of a negative pledge as described under ``-- Negative Pledge with Respect
to Unsubordinated Notes''. The Unsubordinated Notes and the Subordinated Notes will each constitute
a separate, single series for purposes of the Indenture. ``Unsubordinated Creditors'' means all credi-
tors of the Bank (including but not limited to depositors of the Bank) other than (a) Holders of Subordi-
nated Notes, (b) creditors whose claims against the Bank rank, or are expressed to rank, pari passu
with the claims of Holders of Subordinated Notes (which creditors shall be deemed to include all
creditors, present and future, to whom the Bank is indebted where the terms of such indebtedness
(i) provide that such indebtedness will become due and payable on a specified or determinable date or
at the end of a specified or determinable period, and that in the event of a Winding Up of the Bank the
claims of those creditors against the Bank will be, or are expressed to be, subordinated in right of
payment to the claims of all depositors and other unsubordinated creditors of the Bank, and (ii) do not
provide that in the event of a Winding Up of the Bank the claims of those creditors against the Bank will
rank, or are expressed to rank, ahead of the claims of any other subordinated creditors of the Bank to
whom the Bank is indebted on terms which conform to the foregoing description contained in this
clause (b) excluding this sub-clause (ii)), and (c) creditors whose claims against the Bank rank, or are
expressed to rank, after the claims of the Holders of the Subordinated Notes (which creditors shall be
deemed to include all creditors, present and future, to whom the Bank is indebted where the terms of
such indebtedness provide that such indebtedness is undated or perpetual or otherwise of no fixed
and determinable maturity, and that in the event of a Winding Up of the Bank the claims of those
creditors against the Bank will be, or are expressed to be, subordinated in right of payment to the
claims of all depositors and other unsubordinated creditors of the Bank and any or all of the creditors of
the Bank referred to in clause (b) above).
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