Bond FCB Bank PLC 2.25% ( XS0210573639 ) in EUR

Issuer FCB Bank PLC
Market price 100 %  ▲ 
Country  United Kingdom
ISIN code  XS0210573639 ( in EUR )
Interest rate 2.25% per year ( payment 1 time a year)
Maturity 15/02/2007 - Bond has expired



Prospectus brochure of the bond FCE BANK PLC XS0210573639 in EUR 2.25%, expired


Minimal amount /
Total amount /
Detailed description FCE Bank PLC is a UK-based bank offering a range of financial services to businesses and individuals, including lending, deposit accounts, and foreign exchange services.

The Bond issued by FCB Bank PLC ( United Kingdom ) , in EUR, with the ISIN code XS0210573639, pays a coupon of 2.25% per year.
The coupons are paid 1 time per year and the Bond maturity is 15/02/2007







FCE Bank plc
6.J.1
(Incorporated with limited liability in England)
6.J.2
U.S. $12,000,000,000
Euro Medium Term Notes
Due from one month to 30 years from the date of original issue
This Offering Circular supersedes the previous Offering Circular dated 1 October 2003, as amended by the
Supplementary Listing Particulars dated 18 December 2003 and 29 September 2004. Any Notes (as defined below)
issued under the Programme on or after the date of this Offering Circular are issued subject to the provisions described
herein.
Under its Euro Medium Term Note Programme described in this OÅering Circular (the ""Programme''),
FCE Bank plc (the ""Issuer'', ""FCE'' or the ""Company''), subject to compliance with all relevant laws,
regulations and directives, may from time to time issue Euro Medium Term Notes (the ""Notes''). The
aggregate principal amount of Notes outstanding will not at any time exceed U.S. $12,000,000,000 (or the
6.I.4
equivalent in other currencies).
Application has been made to the Financial Services Authority in its capacity as the competent authority
6.I.1
under the Financial Services and Markets Act 2000 (the ""FSMA'') for listing in the United Kingdom (the ""UK
23.11(f)
Listing Authority'') for Notes (excluding COINs) issued within 12 months of the date of this OÅering Circular to
be admitted to the oÇcial list of the UK Listing Authority (the ""OÇcial List''). Application has also been made
to London Stock Exchange plc (the ""London Stock Exchange'') for such Notes to be admitted to trading on
the London Stock Exchange's market for listed securities. Admission to the OÇcial List together with admission
to trading on the London Stock Exchange's market for listed securities constitute admission to oÇcial listing on
the London Stock Exchange.
Copies of this document, which comprises listing particulars approved by the UK Listing Authority (the
6.I.3
""Listing Particulars'') in relation to Notes (excluding COINs) to be issued during the period of 12 months from
the date of this OÅering Circular, have been delivered for registration to the Registrar of Companies in England
and Wales as required by Section 83 of the FSMA.
In addition to the Notes which may be listed on the London Stock Exchange, application has also been made
23.11(f)
to the Luxembourg Stock Exchange for Notes, including COINs (as described below), issued under the
Programme within 12 months of the date of this Offering Circular to be listed on the Luxembourg Stock Exchange.
This Offering Circular contains information relating to all Notes and to COINs specifically. For the purpose of
complying with the requirements of the UK Listing Authority, pages 1-38, 41-43, 46-50, 56-57, Annex I and
Annex II contain information which make up the Listing Particulars and pages 39-40, 44-45 and 51-5 5 do not.
""COINs'' is the name given to certain Luxembourg listed Notes that the Issuer proposes to issue from time
to time to investors on a continually oÅered basis pursuant to arrangements to be entered into with the COINS
Arranger and certain Dealers to be identiÑed as COINS Dealers. COINs is a trademark owned by Deutsche
Bank Aktiengessellschaft. For the avoidance of doubt, the COINs will not be listed on the OÇcial List and will
not be admitted to trading on the London Stock Exchange.
Furthermore, Notes may be issued pursuant to the Programme which will neither be listed on the OÇcial
List and admitted to trading on the London Stock Exchange nor listed on the Luxembourg Stock Exchange or
any other stock exchange. The relevant Pricing Supplement in respect of the issue of any Notes will specify
whether or not such Notes will be listed on the OÇcial List (and admitted to trading on the London Stock
Exchange), the Luxembourg Stock Exchange or any other stock exchange.
Each Tranche (as deÑned in ""Issue of Notes'' below) of Notes having an original maturity of more than
6.I.16
one year will initially be represented by a temporary Global Note without Coupons (as deÑned in ""Conditions of
Notes'') and each Tranche of Notes having an original maturity of one year or less will initially be represented
by a permanent Global Note which, in each case, will be deposited on the issue date with a common depositary
on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear System (""Euroclear'') and Clearstream
Banking, soci et e anonyme (""Clearstream, Luxembourg'') or otherwise delivered as agreed between the
Issuer and the relevant Dealer. Interests in temporary Global Notes will be exchangeable for interests in
permanent Global Notes or, if so stated in the relevant Pricing Supplement, for deÑnitive Notes both after the
date falling 40 days after the issue date upon certiÑcation as to non-U.S. beneÑcial ownership and interests in
permanent Global Notes will be exchangeable for deÑnitive Notes, in each case, as described under ""Summary
of Provisions Relating to the Notes while in Global Form''.
Dealers
ABN AMRO
BNP PARIBAS
Citigroup
Deutsche Bank
Dresdner Kleinwort Wasserstein
Goldman Sachs International
HSBC
JPMorgan
Lehman Brothers
Merrill Lynch International
Mitsubishi Securities International plc
The Royal Bank of Scotland
UBS Investment Bank
Arranged by
Goldman Sachs International
COINS Arranger
Deutsche Bank
The date of this OÅering Circular is 1 October 2004


6.H.3
This OÅering Circular comprises Listing Particulars given in compliance with the listing rules
made under Section 74 of the FSMA by the UK Listing Authority for the purpose of giving
information with regard to the Issuer, the Issuer and its subsidiaries (together, the ""Group'') and
the Notes. The Issuer accepts responsibility for the information contained in this OÅering
Circular. To the best of the knowledge and belief of the Issuer (which has taken all reasonable
care to ensure that such is the case), the information contained in this OÅering Circular is in
accordance with the facts and does not omit anything likely to aÅect the import of such
information.
Documents incorporated herein by reference shall not form part of the Listing Particulars
issued in compliance with listing rules made under Section 74 of the FSMA. Any reference in this
document to Listing Particulars means this document excluding all information incorporated by
reference. The Issuer has conÑrmed that any information incorporated by reference, including
any such information to which readers of this document are expressly referred, has not been and
does not need to be included in the Listing Particulars to satisfy the requirements of the FSMA or
the listing rules made under Section 74 of the FSMA by the UK Listing Authority. The Issuer
believes that none of the information incorporated therein by reference conÖicts in any material
respect with the information included in the Listing Particulars.
No person has been authorised to give any information or to make any representation other
than those contained in this OÅering Circular in connection with the issue or sale of the Notes
and, if given or made, such information or representation must not be relied upon as having been
authorised by the Issuer or any of the Dealers (as deÑned in ""Plan of Distribution'' below).
Neither the delivery of this OÅering Circular nor any sale made in connection herewith shall,
under any circumstances, create any implication that there has been no change in the aÅairs of
the Issuer or of the Group since the date hereof or the date upon which this document has been
most recently amended or supplemented or that there has been no adverse change in the
Ñnancial situation of the Issuer or the Group since the date hereof or the date upon which this
document has been most recently amended or supplemented or that any other information
supplied in connection with the Programme is correct as of any time subsequent to the date on
which it is supplied or, if diÅerent, the date indicated in the document containing the same.
The distribution of this OÅering Circular and the oÅering or sale of the Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this OÅering Circular
comes are required by the Issuer and the Dealers to inform themselves about and to observe any
such restriction.
6.I.27
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED, AND INCLUDE NOTES THAT ARE SUBJECT TO U.S.
TAX LAW REQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS, NOTES MAY NOT BE OF-
FERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO U.S. PERSONS. FOR A
DESCRIPTION OF CERTAIN RESTRICTIONS ON OFFERS AND SALES OF NOTES AND ON
DISTRIBUTION OF THIS OFFERING CIRCULAR, SEE ""PLAN OF DISTRIBUTION''.
This OÅering Circular does not constitute an oÅer of, or an invitation by or on behalf of the
Issuer or the Dealers to subscribe for, or purchase, any Notes.
The Dealers have not separately veriÑed the information contained in this OÅering Circular.
None of the Dealers makes any representation, express or implied, or accepts any responsibility,
with respect to the accuracy or completeness of any of the information in this OÅering Circular.
Neither this OÅering Circular nor any other Ñnancial statements are intended to provide the basis
of any credit or other evaluation and should not be considered as a recommendation by any of
the Issuer or the Dealers that any recipient of this OÅering Circular or any other Ñnancial
statements should purchase the Notes. Each potential purchaser of Notes should determine for
itself the relevance of the information contained in this OÅering Circular and its purchase of
Notes should be based upon such investigation as it deems necessary. None of the Dealers
undertakes to review the Ñnancial condition or aÅairs of the Issuer during the life of the
arrangements contemplated by this OÅering Circular nor to advise any investor or potential
investor in the Notes of any information coming to the attention of any of the Dealers.
6.I.5b(i)
In connection with the issue and distribution of any Tranche (as deÑned in ""Summary of the
Programme''), one of the Dealers may act as a stabilising agent (the ""Stabilising Agent''). Such
appointment will be disclosed in the relevant Pricing Supplement.
2


In connection with the issue and distribution of any Tranche, the Stabilising Agent or any
person acting for it may over-allot or eÅect transactions with a view to supporting the market
price of the Notes at a level higher than that which might otherwise prevail. However, there may
be no obligation on the Stabilising Agent or any person acting for it to do this. Such stabilising, if
commenced, shall be conducted in accordance with all applicable laws and regulations and may
be discontinued at any time and must be brought to an end after a limited period.
In this OÅering Circular, unless otherwise speciÑed or the context otherwise requires,
references to ""dollars'', ""U.S. dollars'', ""U.S. $'' and ""$'' are to the lawful currency of the United
States, references to ""'', ""pounds'' and ""sterling'' are to the lawful currency of the United
Kingdom and references to ""euros'' and ""1'' each means the lawful currency of the member
states of the European Union that adopt the single currency in accordance with the Treaty
establishing the European Community, as amended by the Treaty on European Union, as
amended. Unless otherwise speciÑed, where Ñnancial information in relation to the Issuer or the
Group has been translated into U.S. dollars, it has been so translated at rates of exchange
prevailing in the relevant periods, or on the relevant dates, shown.
Listing
23.11(f)
Listing of the Notes (excluding COINs) under the Programme was originally obtained on the
London Stock Exchange in 1993 and has since then been subject to annual updates for such
listing, the most recent of which takes eÅect from the date of this OÅering Circular. This
document also represents the listing particulars for an additional listing on the Luxembourg
Stock Exchange (as provided for under the Programme) which was originally obtained in relation
to COINs pursuant to an OÅering Circular dated 15 January 2003. Whether Notes are listed on the
London Stock Exchange, Luxembourg Stock Exchange, any other stock exchange or not listed at
all they will all be issued under the Programme and thus, while outstanding, will serve to reduce
the aggregate principal amount left available for issues of Notes under the Programme.
3


ISSUE OF NOTES
6.I.5(a)
Notes will be issued on a continuous basis in series (each a ""Series''), the Notes of each
Series having one or more issue dates, identical terms (except in respect of the Ñrst payment of
interest) and intended to be interchangeable with all other Notes of that Series. Each Series may be
issued in tranches (each, a ""Tranche'') on diÅerent issue dates. The speciÑc terms of each Series
(which will be supplemented where necessary in relation to such Series only, with supplemental
terms and conditions) will be set forth in a pricing supplement to this OÅering Circular (a ""Pricing
Supplement'') which will contain the information described under ""General Information''.
This OÅering Circular should be read and construed in conjunction with any relevant Pricing
Supplement and all documents incorporated herein by reference (see ""Documents Incorporated by
Reference'').
DOCUMENTS INCORPORATED BY REFERENCE
The following documents (and any documents referred to therein) are hereby incorporated by
reference in, and to form part of, this OÅering Circular:
, Ford Motor Credit Company's published 10-K audited consolidated annual Ñnancial state-
ments relating to the year ended 31 December 2003 (appended to this OÅering Circular at
Annex I);
, Ford Motor Credit Company's lodged unaudited consolidated Ñnancial information on
Form 10-Q relating to the 6-month period ended on 30 June 2004 (appended to this OÅering
Circular at Annex II); and
, The Issuer's most recently published audited consolidated accounts relating to the years
ended 31 December 2002 and 2003 (and any interim accounts (whether audited or
unaudited) published subsequently to such annual accounts of the Issuer and its subsidiaries
from time to time),
provided, however, that (i) such accounts or documents shall not form a part of the Listing
Particulars issued in order to be in compliance with the listing rules made under Section 74 of the
FSMA; and (ii) any statement contained herein or in such most recently published annual or interim
accounts or documents shall be deemed to be modiÑed or superseded for the purposes of this
OÅering Circular to the extent that a statement contained in any subsequent such annual or interim
accounts or documents modiÑes or supersedes such statement (provided, however, that any such
deemed modifying or superseding statements contained in any such annual or interim accounts or
documents shall also not form part of the Listing Particulars issued in order to be in compliance with
the listing rules made under Section 74 of the FSMA).
The most recent unaudited and audited consolidated Ñnancial statements of the Issuer and Ford
Motor Credit Company are, subject to the above proviso, herein incorporated by reference.
In relation to COINs, the Issuer will, at the speciÑed oÇces of the Programme Paying Agents
and the Paying Agent in Luxembourg (each as deÑned herein), make available, free of charge, upon
oral or written request, a copy of this OÅering Circular (and any document incorporated by
reference in this OÅering Circular). Written or oral requests for such documents should be directed
to the speciÑed oÇce of any Programme Paying Agent or the speciÑed oÇce of the Paying Agent in
Luxembourg.
SUPPLEMENTARY LISTING PARTICULARS
If at any time the Issuer shall be required to prepare supplementary listing particulars pursuant
to Section 81 of the FSMA, the Issuer will prepare and make available an appropriate amendment or
supplement to this OÅering Circular or a further oÅering circular which, in respect of any subsequent
issue of Notes to be listed on the OÇcial List, shall constitute supplementary listing particulars as
required by the UK Listing Authority and Section 81 of the FSMA.
4


TABLE OF CONTENTS
Page
Summary of the Programme ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
6
Conditions of the Notes ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
10
Summary of Provisions Relating to the Notes While In Global Form ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
24
Use of Proceeds ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
26
FCE Bank plc: Review of Business and Operations ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
27
Capitalisation and Indebtedness ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
29
Summary Financial StatementsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
30
The Directors ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
32
United Kingdom Taxation ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
33
Plan of Distribution ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
36
General Information ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
41
Form of Pricing Supplement ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
46
Form of COINS Pricing Supplement ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
51
Details of Issuer, Dealers, COINS Arrangers and other associated parties ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
56
DOCUMENTS APPENDED TO THIS OFFERING CIRCULAR
Annex I
Ford Motor Credit Company's published 10-K audited consolidated annual Ñnancial
statements relating to the year ended 31 December 2003 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Annex II
Ford Motor Credit Company's lodged unaudited consolidated annual Ñnancial information
on Form 10-Q relating to the 6-month period ended on 30 June 2004 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
5


SUMMARY OF THE PROGRAMME
The following summary is qualiÑed in its entirety by the remainder of this document.
Issuer ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
FCE Bank plc.
6.J.1
Description ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Continuously OÅered Euro Medium Term Note Programme
(the ""Programme'').
Arranger ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Goldman Sachs International. For the avoidance of doubt, any
reference to Arranger shall, for the purpose of COINs, be
construed as if being a reference to COINS Arrangers.
COINS Arranger ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Deutsche Bank AG London
Dealers ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
ABN AMRO Bank N.V.
BNP Paribas
Citigroup Global Markets Limited
Deutsche Bank AG London
Dresdner Bank AG London Branch
Goldman Sachs International
HSBC Bank plc
J.P. Morgan Securities Ltd.
Lehman Brothers International (Europe)
Merrill Lynch International
Mitsubishi Securities International plc
The Royal Bank of Scotland plc
UBS Limited (together with such other Permanent Dealers as
may be appointed under the Programme, the ""Permanent
Dealers'' and such other persons as may be appointed as
Dealers in respect of the issue of a particular Tranche of Notes,
the ""Dealers''). For the avoidance of doubt, any reference to
Dealers shall, for the purpose of COINs, be construed as if
being a reference to COINS Dealers.
COINS Dealers ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
The COINS Arranger (together with such other Permanent
Dealers as may be appointed under the Programme for the
purposes of the COINs and such other persons as may be
appointed as COINS Dealers in respect of the issue of a
particular Tranche of COINs).
Fiscal Agent ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
JPMorgan Chase Bank, London Branch.
23.22(l)
Principal Paying Agent ÏÏÏÏÏÏÏÏÏ
JPMorgan Chase Bank, London Branch, unless it is speciÑed in
the Pricing Supplement(s) relating to any Series that another
principal paying agent is appointed in respect of that Series.
References in this OÅering Circular to ""Principal Paying
Agent'' are to JPMorgan Chase Bank, London Branch or such
other Principal Paying Agent (as the case may be).
6.I.4
SizeÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Up to U.S. $12,000,000,000 (or the equivalent in other curren-
cies at the date of issue) aggregate principal amount of Notes
outstanding at any one time.
6.I.12
Currencies ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Subject to compliance with all relevant laws, regulations and
directives, Notes may be issued in U.S. dollars, Australian
dollars, Canadian dollars, Danish kroner, euros, Hong Kong
dollars, New Zealand dollars, sterling, Swedish kronor, Swiss
francs or Japanese yen or in other currencies if the Issuer and
the Dealers so agree.
Maturities ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Subject to compliance with all relevant laws, regulations and
directives, any maturity between one month and 30 years.
6.I.5(a)
Denomination ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
DeÑnitive Notes will be in such denominations as may be
speciÑed on the Note.
6


Method of Issue ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
The Notes may be issued on a syndicated or non-syndicated
basis. The Notes will be issued in one or more series (each a
""Series'') (which may be issued on the same date or which
may be issued on more than one date (each a ""Tranche''). The
Notes may be issued in Tranches on a continuous basis with no
minimum issue size. Further Notes may be issued as part of an
existing Series.
6.I.5(a)
Form of Notes ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
The Notes will be in bearer form only. Each Tranche of Notes
6.I.26
having an original maturity of more than one year will initially be
represented by a temporary Global Note and each Tranche of
Notes having an original maturity of one year or less will initially
be represented by a permanent Global Note which, in each
case, will be deposited on the issue date with a common
depositary on behalf of Euroclear and Clearstream, Luxem-
bourg or otherwise delivered as agreed between the Issuer and
the relevant Dealer. No interest will be payable in respect of a
temporary Global Note except as described under ""Summary
of Provisions Relating to the Notes while in Global Form''.
Interests in temporary Global Notes will be exchangeable for
interests in permanent Global Notes or, if so stated in the
relevant Pricing Supplement, for deÑnitive Notes after the date
falling 40 days after the issue date upon certiÑcation as to non-
U.S. beneÑcial ownership. Interests in permanent Global Notes
will be exchangeable for deÑnitive Notes as described under
""Summary of Provisions Relating to the Notes while in Global
Form''.
Issue Price ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Notes may be issued at their principal amount or at a discount
or premium to their principal amount. Partly-paid Notes may be
issued, the issue price of which will be payable in two or more
instalments.
6.I.14
Fixed Interest Rate Notes ÏÏÏÏÏÏ
Fixed interest will be payable in arrears on the date or dates in
each year speciÑed in the relevant Pricing Supplement.
Floating Rate Notes ÏÏÏÏÏÏÏÏÏÏÏÏ
Floating Rate Notes will bear interest set separately for each
Series by reference to LIBOR, EURIBOR or such other bench-
mark as may be speciÑed in the relevant Pricing Supplement as
adjusted for any applicable margin. Interest periods will be
speciÑed in the relevant Pricing Supplement.
Zero Coupon Notes ÏÏÏÏÏÏÏÏÏÏÏÏ
Zero Coupon Notes may be issued at their principal amount or
at a discount to it and will not bear interest.
Variable Coupon Amount
Notes ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
The Pricing Supplement issued in respect of each issue of
variable coupon amount Notes will specify the basis for calcu-
lating the amounts of interest payable, which may be by refer-
ence to a stock index or formula or as otherwise provided in the
relevant Pricing Supplement.
Index Linked Notes ÏÏÏÏÏÏÏÏÏÏÏÏ
Payments (whether in respect of principal and/or interest and
whether at maturity or otherwise) in respect of Index Linked
Notes will be calculated by reference to such index and/or
formula as is speciÑed in, or on such other terms as are
speciÑed in, the relevant Pricing Supplement.
Dual Currency Notes ÏÏÏÏÏÏÏÏÏÏÏ
Payments (whether in respect of principal and/or interest and
whether at maturity or otherwise) in respect of Dual Currency
Notes will be made in such currencies, and based on such rates
of exchange, as are speciÑed in the relevant Pricing
Supplement.
7


Interest Periods and Interest
Rates ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
The length of the interest periods for the Notes and the applica-
ble interest rate or its method of calculation may diÅer from time
to time or be constant for any Series. Notes may have a
maximum interest rate, a minimum interest rate, or both. The
use of interest accrual periods permits the Notes to bear
interest at diÅerent rates in the same interest period. All such
information will be set out in the relevant Pricing Supplement.
6.I.10
Variable Redemption Amount
Notes ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
The Pricing Supplement issued in respect of each issue of
variable redemption amount Notes will specify the basis for
calculating the redemption amounts payable, which may be by
reference to a stock index or formula or as otherwise provided
in the relevant Pricing Supplement.
6.I.10
Redemption by InstalmentsÏÏÏÏÏ
The Pricing Supplement issued in respect of each issue of
Notes which are redeemable in two or more instalments will set
out the dates on which, and the amounts in which, such Notes
may be redeemed.
Other Notes ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Terms applicable to high interest Notes, low interest Notes,
step-up Notes, step-down Notes, dual currency Notes, reverse
dual currency Notes, optional dual currency Notes, partly-paid
Notes, index linked Notes and any other type of Note which the
Issuer and any Dealer or Dealers may agree to issue under the
Programme will be set out in the relevant Pricing Supplement.
6.I.10
Optional RedemptionÏÏÏÏÏÏÏÏÏÏÏ
The Pricing Supplement issued in respect of each issue of
Notes will state whether such Notes may be redeemed prior to
their stated maturity at the option of the Issuer (either in whole
or in part) and/or the holders, and if so the terms applicable to
such redemption.
6.I.24
Status of Notes ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
The Notes will constitute direct unsecured and unguaranteed
obligations of the Issuer, all as described in ""Conditions of the
Notes''.
6.I.24
Negative Pledge ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
See ""Conditions of the Notes Ì Negative Pledge''.
Cross Default ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
None.
Early Redemption ÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Except as provided in ""Optional Redemption'' above, Notes will
be redeemable at the option of the Issuer prior to maturity only
for tax reasons.
6.I.9
Withholding Tax ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
All payments of principal, premium and interest in respect of
the Notes will be made free and clear of withholding taxes of
the United Kingdom, subject to customary exceptions (includ-
ing an exception relating to the EU Directive on the taxation of
savings), all as described in ""Conditions of the Notes Ì
Taxation''.
6.I.25
Governing Law ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
English.
Listing ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ
Admission to the Luxembourg Stock Exchange or to the OÇcial
List and to trading on the London Stock Exchange's market for
listed securities or as otherwise speciÑed in the relevant Pricing
Supplement. As speciÑed in the relevant Pricing Supplement, a
Series of Notes may or may not be listed on the OÇcial List and
the London Stock Exchange, the Luxembourg Stock Exchange
or any other stock exchange. For the avoidance of doubt,
COINs will not be listed on the OÇcial List and will not be
admitted to trading on the London Stock Exchange.
8


Selling Restrictions ÏÏÏÏÏÏÏÏÏÏÏÏ
United States, United Kingdom, Japan, Germany, France, The
Netherlands and such other restrictions as may be required
with the oÅering and sale of a particular Tranche of Notes. See
""Plan of Distribution'' below.
COINS Selling Restrictions ÏÏÏÏÏ
United States, United Kingdom, Japan, Germany, France, The
Netherlands, Italy, Luxembourg, Belgium, Switzerland and such
other restrictions as may be required with the oÅering and sale
of a particular Tranche of Notes. See ""Plan of Distribution''
below.
9


CONDITIONS OF THE NOTES
The following is the text of the conditions which, subject to completion and minor amendment
(such amendment to apply only in relation to the Series of Notes to which the relevant Pricing
Supplement relates) and as supplemented or varied in accordance with the provisions of the relevant
Pricing Supplement, will be applicable to any Notes represented by a Note in global form (the ""Global
Note(s)'') (subject as provided in ""Summary of Provisions Relating to the Notes while in Global
Form'') and the Notes in deÑnitive form (if any) issued in exchange for the Global Note(s)
representing each Series and which, subject further to simpliÑcation by deletion of non-applicable
provisions, will be endorsed on such Notes, details of the relevant Series being shown on the relevant
Notes and in the relevant Pricing Supplement:
6.I.11
The Notes are issued pursuant to an Agency Agreement (as amended or supplemented from
6.J.14(a)
time to time, the ""Agency Agreement'') dated 17 November 1993, as amended and restated on
1 October 2004, between the Issuer, JPMorgan Chase Bank, London Branch as Ñscal agent and as
principal paying agent (the ""Principal Paying Agent'') and BNP Paribas Securities Services,
J.P.Morgan AG, J.P. Morgan Bank Luxembourg S.A. and UBS AG as paying agents (together with
the Principal Paying Agent and any additional or other paying agents in respect of the Notes from
time to time appointed, the ""Paying Agents''). The initial Calculation Agent (if any) is speciÑed
on the Notes. The Noteholders (as deÑned below), the holders of the interest coupons (the
""Coupons'') appertaining to interest bearing Notes and, where applicable in the case of such Notes,
talons for further Coupons (the ""Talons'') (the ""Couponholders'') and the holders of the
instalment receipts (the ""Receipts'') appertaining to the payment of principal by instalments are
deemed to have notice of all of the provisions of the Agency Agreement applicable to them.
Copies of the Agency Agreement are available for inspection at the speciÑed oÇces of the
Paying Agents.
1. Form, Denomination and Title
6.I.5(a)
The Notes, which are serially numbered, are issued in bearer form in the Denomination(s)
6.I.26
speciÑed on this Note. Notes of one Denomination may not be exchanged for Notes of another
Denomination.
The Notes are issued with Coupons (and, where appropriate, a Talon) attached, save in the
case of Notes which do not bear interest in which case references to interest (other than in relation
to interest accruing after the Maturity Date), Coupons and Talons in these Conditions are not
applicable. Any Note the principal amount of which is redeemable in instalments is issued with one
or more Receipts attached.
6.I.27
Title to the Notes, Receipts, Coupons and Talons shall pass by delivery. Except as ordered by a
court of competent jurisdiction or as required by law, the holder of any Note, Receipt, Coupon or
Talon shall be deemed to be and may be treated as the absolute owner of such Note, Receipt,
Coupon or Talon, as the case may be, for the purpose of receiving payment thereof or on account
thereof and for all other purposes, whether or not such Note, Receipt, Coupon or Talon shall be
overdue and notwithstanding any notice of ownership, theft or loss thereof or any writing thereon
made by anyone.
In these Conditions, ""Notes'' means those notes which form a single series with this Note,
""Noteholder'' means the bearer of any Note and the Receipts relating to it, ""holder'' (in relation to a
Note, Receipt, Coupon or Talon) means the bearer of any Note, Receipt, Coupon or Talon (as the
case may be) and capitalised terms have the meanings given to them on the Notes, the absence of
any such meaning indicating that such term is not applicable to the Notes.
Capitalised terms which are not deÑned in these Conditions will have the meanings given to them
in the relevant Pricing Supplement.
2. Status
6.I.24
The Notes, Receipts and Coupons constitute direct unsecured obligations of the Issuer, ranking
pari passu, without any preference among themselves and with all other present and future
unsecured and unsubordinated indebtedness for borrowed money of the Issuer (other than that
preferred by law).
10


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