Bond DNB Ban ASA 5.02% ( XS0219215489 ) in EUR

DNB Ban ASA

100 % ⇌

Norway

XS0219215489 ( in EUR )

5.02% per year ( payment 1 time a year)

31/05/2035

Prospectus brochure of the bond DNB BANK ASA XS0219215489 en EUR 5.02%, maturity 31/05/2035

31/05/2026 ( In 113 days )

DNB Bank ASA is Norway's largest financial services group, offering a wide range of banking, insurance, and asset management services to individuals and corporations, both domestically and internationally.

The Bond issued by DNB Ban ASA ( Norway ) , in EUR, with the ISIN code XS0219215489, pays a coupon of 5.02% per year.
The coupons are paid 1 time per year and the Bond maturity is 31/05/2035

OFFERING CIRCULAR
DnB NOR Bank ASA
(incorporated in Norway)
U.S.$20,000,000,000
Euro Medium Term Note Programme
On 6th April, 1998, Union Bank of Norway entered into a U.S.$1,500,000,000 Euro Medium Term Note Programme,
as supplemented and amended (the ``Programme''). The Programme has subsequently been increased from time to time, and
on the date hereof, the Programme has been further increased to U.S.$20,000,000,000. On 12th September, 2002, Union Bank
of Norway converted into a public limited company and following such conversion the obligations of Union Bank of Norway
became the obligations of a new entity, Union Bank of Norway ASA which from such date became the issuer under the
Programme. On 19th January, 2004, Union Bank of Norway ASA merged with Den norske Bank ASA pursuant to which all the
assets, rights, liabilities and obligations of Den norske Bank ASA were assumed by Union Bank of Norway ASA by operation of
law under Norwegian statute laid down in the Norwegian Public Limited Companies Act of 1997 No.45, Section 13 and
consequently Den norske Bank ASA was dissolved. As of such date, Union Bank of Norway ASA was renamed DnB NOR Bank
ASA (the ``Issuer'', the ``Bank'' or ``DnB NOR''). This Offering Circular supersedes all previous offering circulars and is valid,
for the purpose of the listing of Notes on the Luxembourg Stock Exchange, for a period of one year from the date hereof. Any
Notes (as defined below) to be issued after the date hereof are issued subject to the provisions set out herein. This does not
affect any Notes issued prior to the date hereof.
Pursuant to the Programme, the Issuer may from time to time issue notes (``Notes'') denominated in any currency agreed
between the Issuer and the relevant Dealer (as defined below).
As more fully described herein, Notes may be (i) issued on an unsubordinated basis (``Unsubordinated Notes''), (ii) issued on
a subordinated basis with a fixed maturity as provided in ``Terms and Conditions of the Notes'' herein (``Dated Subordinated
Notes'') or (iii) issued on a subordinated basis with no fixed maturity as provided in ``Terms and Conditions of the Notes'' herein
(``Undated Subordinated Notes''). The Terms and Conditions of Dated and Undated Subordinated Notes will not contain any events
of default.
Notes may be issued in bearer and/or registered form (respectively, ``Bearer Notes'' and ``Registered Notes'').
The maximum aggregate nominal amount of all Notes from time to time outstanding will not exceed U.S.$20,000,000,000 (or
its equivalent in other currencies calculated as described herein). A description of the restrictions applicable at the date of this Offering
Circular relating to the maturity of certain Notes is set out on page 7.
The Notes may be issued on a continuing basis to one or more of the Dealers specified on page 7 and any additional Dealer
appointed under the Programme from time to time, which appointment may be for a specific issue or on an ongoing basis (each a
``Dealer'' and together the ``Dealers''). References in this Offering Circular to the ``relevant Dealer'' shall, in the case of an issue of
Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes.
Application has been made for Notes issued under the Programme to be listed on the Luxembourg Stock Exchange. Notice of
the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and
conditions not contained herein which are applicable to each Tranche (as defined on page 25) of Notes will be set forth in a pricing
supplement (the ``Pricing Supplement'') which, with respect to Notes to be listed on the Luxembourg Stock Exchange, will be
delivered to the Luxembourg Stock Exchange on or before the date of issue of the Notes of such Tranche.
The Programme provides that Notes may be listed on such other or further stock exchange(s) as may be agreed between the
Issuer and the relevant Dealer. The Issuer may also issue unlisted Notes.
The Programme has been rated by Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies Inc.
(``Standard & Poor's''), and by Moody's Investors Service Limited (``Moody's''). Notes issued pursuant to the Programme may be
rated or unrated. Where an issue of Notes is rated, its rating will not necessarily be the same as the rating applicable to the
Programme. 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 the assigning rating agency.
The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of
the Notes herein, in which event a supplementary Offering Circular, if appropriate, will be made available which will describe the effect
of the agreement reached in relation to such Notes.
Arranger
Merrill Lynch International
Dealers
Barclays Capital
DnB NOR Bank
JP Morgan
Lehman Brothers
Merrill Lynch International
Morgan Stanley
UBS Investment Bank
The date of this Offering Circular is 30th April, 2004.

The Issuer, having made all reasonable enquiries, confirms that this Offering Circular contains or
incorporates all information with respect to itself and the Notes which is material in the context of the
Programme, that the information contained in this Offering Circular is true and accurate in all material
respects and is not misleading, that the opinions and intentions expressed in this Offering Circular are
honestly held and that there are no other facts the omission of which would make any of such
information or the expression of any such opinions or intentions misleading in any material respect. The
Issuer accepts responsibility accordingly.
This Offering Circular is to be read in conjunction with all documents which are deemed to be
incorporated herein by reference (see ``Documents Incorporated by Reference'' below). This Offering
Circular shall be read and construed on the basis that such documents are incorporated and form part of
this Offering Circular.
Neither the Dealers nor the Trustee have separately verified the information contained herein.
Accordingly,
no representation, warranty or undertaking, express
or implied, is
made and no
responsibility or liability is accepted by the Dealers or the Trustee as to the accuracy or completeness of
the information contained in this Offering Circular or any other information provided by the Issuer in
connection with the Programme or the Notes or their distribution. The statements made in this paragraph
are made without prejudice to the responsibility of the Issuer under the Programme.
No person is or has been authorised by the Issuer, the Dealers or the Trustee to give any
information or to make any representation not contained in or not consistent with this Offering Circular
or any other information supplied in connection with the Programme or 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 Dealer or the Trustee.
Neither this Offering Circular nor any other information supplied in connection with the
Programme or any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii)
should be considered as a recommendation or constituting an invitation or offer by the Issuer, any of the
Dealers or the Trustee that any recipient of this Offering Circular or any other information supplied in
connection with the Programme or any Notes should purchase any Notes. Each investor contemplating
purchasing any Notes should make its own independent investigation of the financial condition and affairs,
and its own appraisal of the creditworthiness, of the Issuer. Neither this Offering Circular nor any other
information supplied in connection with the Programme or the issue of any Notes constitutes an offer by
or on behalf of the Issuer, any of the Dealers or the Trustee to any person to subscribe for or to
purchase any Notes.
The delivery of this Offering Circular does not at any time imply that the information contained
herein concerning the Issuer is correct at any time subsequent to the date hereof or that any other
information supplied in connection with the Programme is correct as of any time subsequent to the date
indicated in the document containing the same. The Dealers and the Trustee expressly do not undertake
to review the financial condition or affairs of the Issuer during the life of the Programme. Investors
should review, inter alia, the documents deemed incorporated herein by reference when deciding whether
or not to purchase any Notes.
The distribution of this Offering Circular and the offer or sale of Notes may be restricted by law
in certain jurisdictions. None of the Issuer, the Dealers and the Trustee represents that this document
may be lawfully distributed, or that any 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 distribution or offering. In particular, no
action has been taken by the Issuer, the Dealers or the Trustee which would permit a public offering of
any Notes or distribution of this document in any jurisdiction where action for that purpose is required.
Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Offering Circular
nor any advertisement or other offering material may be distributed or published in any jurisdiction,
except under circumstances that will result in compliance with any applicable laws and regulations and
the Dealers have represented that all offers and sales by them will be made on the same terms. Persons
into whose possession this Offering Circular or any Notes come must inform themselves about, and
observe, any such restrictions. In particular, there are restrictions on the distribution of this Offering
Circular and the offer or sale of Notes in the United States, the United Kingdom, Norway, Japan, The
Netherlands and Germany (see ``Subscription and Sale'' below).
2

The Bearer Notes of each Tranche (as defined on page 25) will initially be represented by a
temporary global Note in bearer form (a ``Temporary Bearer Global Note'') which will be deposited on
the issue date thereof with a common depositary on behalf of Euroclear Bank S.A./N.V., as operator of
the
Euroclear System (``Euroclear''), and
Clearstream
Banking,
socie´te´ anonyme (``Clearstream,
Luxembourg'') and/or any other agreed clearance system and which will be exchangeable, as specified in
the applicable Pricing Supplement, for either a permanent global Note in bearer form (a ``Permanent
Bearer Global Note'') or Bearer Notes in definitive form, in each case upon certification as to non-U.S.
beneficial ownership as required by U.S. Treasury regulations. The applicable Pricing Supplement will
specify that a Permanent Bearer Global Note either (i) is exchangeable (in whole but not in part) for
definitive Notes upon not less than 60 days' notice or (ii) is only exchangeable (in whole but not in part)
for definitive Notes following the occurrence of an Exchange Event (as defined on page 12), all as further
described in ``Form of the Notes'' below. Subject to certain exceptions described below, Bearer Notes
may not be offered, resold or delivered within the United States to, or for the account or benefit of, U.S.
persons (as defined in Regulation S under the Securities Act of 1933, as amended (the ``Securities Act'')).
See ``Subscription and Sale'' below.
The Notes have not been, and will not be, registered under the Securities Act, and may not be
offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined
in Regulation S under the Securities Act) except in accordance with Regulation S under the Securities
Act or pursuant to an exemption from the registration requirements of the Securities Act. Unless
otherwise provided with respect to a particular Series (as defined on page 25) of Registered Notes, the
Registered Notes of each Tranche of such Series sold outside the United States in reliance on Regulation
S under the Securities Act will be represented by a permanent global Note in registered form, without
interest coupons (a ``Reg. S Global Note''), deposited with a custodian for, and registered in the name of
a nominee of, The Depository Trust Company (``DTC'') for the accounts of Euroclear and Clearstream,
Luxembourg for the accounts of their respective participants. Prior to expiry of the period that ends 40
days after completion of the distribution of each Tranche of Notes, as certified by the relevant Dealer, in
the case of a non-syndicated issue, or the lead manager, in the case of a syndicated issue (the
``Distribution Compliance Period''), beneficial interests in the Reg. S Global Note may not be offered or
sold to, or for the account or benefit of, a U.S. person except in accordance with Rule 144A, Rule 903
or 904 of Regulation S or pursuant to another applicable exemption from the registration requirements of
the Securities Act. The Registered Notes of each Tranche of such Series sold in private transactions to
qualified institutional buyers (``QIBs'') within the meaning of Rule 144A under the Securities Act will be
represented by a restricted permanent global note in registered form, without interest coupons (a
``Restricted Global Note'', and, together with a Reg. S. Global Note, ``Registered Global Notes''),
deposited with a custodian for, and registered in the name of a nominee of, DTC. The Registered Notes
of each Tranche of such Series sold to ``accredited investors'' (as defined in Rule 501(a)(1), (2), (3) and
(7) under the Securities Act) which are institutions (``Institutional Accredited Investors'') will be in
definitive form, registered in the name of the holder thereof. Registered Notes in definitive form will, at
the request of the holder (save to the extent otherwise indicated in the applicable Pricing Supplement), be
issued in exchange for interests in the Registered Global Notes upon compliance with the procedures for
exchange as described in ``Form of the Notes''.
Notes may not be offered or sold within the United States or to U.S. persons except in
accordance with Regulation S under the Securities Act or pursuant to an exemption from the registration
requirements of the Securities Act. Registered Notes may be offered and sold in the United States
exclusively to persons reasonably believed by the Dealers to qualify as QIBs (as defined herein) or placed
privately with institutions that are accredited investors as defined in Rule 501(a)(1), (2), (3) or (7) of
Regulation D under the Securities Act. Each U.S. purchaser of Registered Notes is hereby notified that
the offer and sale of any Registered Notes to it may be made in reliance upon the exemption from the
registration requirements of the Securities Act provided by Rule 144A. To permit compliance with Rule
144A under the Securities Act in connection with the resales of Registered Notes, the Issuer is required
to furnish, upon request of a holder of a Registered Note and a prospective purchaser designated by such
holder, the information required to be delivered under Rule 144A(d)(4) under the Securities Act.
Registered Notes are not transferable to other holders within the United States except upon satisfaction
of certain conditions as described under ``Subscription and Sale''.
3

The Notes have not been recommended by or approved or disapproved by the United States
Securities and Exchange Commission (the ``SEC'') or any other federal or state securities commission in
the United States nor has the SEC or any other federal or state securities commission confirmed the
accuracy or determined the adequacy of this Offering Circular. Any representation to the contrary is a
criminal offence in the United States. The Notes are subject to restrictions on transferability and resale
and may not be transferred or resold except as permitted under applicable federal or state securities laws
pursuant to a registration statement or an exemption from registration. Investors should be aware that
they may be required to bear the financial risks of this investment for an indefinite period of time.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION
FOR A LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE
REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A
SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF
NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW
HAMPSHIRE
THAT
ANY
DOCUMENT
FILED
UNDER
CHAPTER
421-B
IS
TRUE,
COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT
AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION
MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE
MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY
PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE
MADE,
TO
ANY
PROSPECTIVE
PURCHASER,
CUSTOMER
OR
CLIENT
ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
All references in this document to ``U.S. dollars'', ``U.S.$'' and ``$'' refer to United States dollars,
those to ``NOK'' refer to Norwegian kroner, those to ``Yen'' refer to Japanese yen, those to ``Sterling''
and ``£'' refer to pounds sterling and those to ``euro'' and ``A'' refer to the currency introduced at the
start of the third stage of European economic and monetary union pursuant to the Treaty on European
Union, as amended.
TABLE OF CONTENTS
Page
Documents Incorporated by Reference
P
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5
General Description of the Programme
P
P
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P
P
6
Summary of the Programme and the Terms and Conditions of the Notes
P
P
P
7
Form of the Notes
P
P
P
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P
P
P
P
P
P
P
P
P
12
DTC Information Registered Notes P
P
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22
Terms and Conditions of the Notes
P
P
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24
Use of Proceeds
P
P
P
P
P
P
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55
Description of the Issuer
P
P
P
P
P
P
P
P
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P
P
P
56
Taxation P
P
P
P
P
P
P
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P
87
Subscription and Sale
P
P
P
P
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P
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P
P
94
General Information P
P
P
P
P
P
P
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P
P
P
P
P
100
In connection with the issue and distribution of any Tranche of Notes, the Dealer (if any)
disclosed as the stabilising manager in the applicable Pricing Supplement or any person acting for such
Dealer 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. However, there is no obligation on the stabilising manager or any agent of it to do
this. Such stabilising, if commenced, may be discontinued at any time and must be brought to an end
after a limited period.
4

DOCUMENTS INCORPORATED BY REFERENCE
The following documents shall be deemed to be incorporated in, and to form part of, this
Offering Circular:
(a)
the most recently published audited consolidated annual financial statements of DnB NOR
Bank ASA (when available) and, if published later, the most recently published interim
financial statements of DnB NOR Bank ASA;
(b)
the unaudited pro forma financial information of DnB NOR Bank ASA for the year
ended 31st December, 2003 which has been prepared as if the merger between Den norske
Bank ASA and Union Bank of Norway ASA took place on 1st January, 2002;
(c)
the financial information of DnB NOR ASA for the year ended 31st December, 2003 as
set out in the Annual Report of DnB NOR ASA for 2003;
(d)
the audited annual financial statements of Union Bank of Norway ASA for the year
ended 31st December, 2003;
(e)
the audited annual financial statements of Den norske Bank ASA for the year ended 31st
December, 2003; and
(f)
all supplements and amendments to this Offering Circular circulated by the Issuer from
time to time,
save that any statement contained herein or in a document which is deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for the purpose of this Offering
Circular 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). Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Offering Circular.
The Issuer will provide, without charge, to each person to whom a copy of this Offering
Circular 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 Issuer at its
office set out at the end of this Offering Circular. In addition, such documents will be available free
of charge from the principal office in Luxembourg of Kredietbank S.A. Luxembourgeoise, the Paying
Agent in Luxembourg, for Notes listed on the Luxembourg Stock Exchange.
The Issuer will, in connection with the listing of the Notes on the Luxembourg Stock
Exchange, so long as any Note remains outstanding and listed on such exchange, in the event of any
material adverse change in the financial condition of the Issuer which is not reflected in this Offering
Circular or a substitution of the Issuer in the manner set out in Condition 15 and in accordance with
the provisions of the Trust Deed, prepare a further supplement to this Offering Circular or publish a
new Offering Circular for use in connection with any subsequent issue of the Notes to be listed on the
Luxembourg Stock Exchange.
If the terms of the Programme are modified or amended in a manner which would make this
Offering Circular, as supplemented, inaccurate or misleading, a new offering circular or supplemental
offering circular will be prepared.
5

GENERAL DESCRIPTION OF THE PROGRAMME
Under the Programme, the Issuer may from time to time issue Notes denominated in any
currency, subject as set out herein. A summary of the terms and conditions of the Programme and the
Notes appears below. The applicable terms of any Notes will be agreed between the Issuer and the
relevant Dealer prior to the issue of the Notes and will be set out in the Terms and Conditions of the
Notes endorsed on, attached to, or incorporated by reference into, the Notes, as modified and
supplemented by the applicable Pricing Supplement attached to, or endorsed on, such Notes, as more
fully described under ``Form of the Notes'' below.
This Offering Circular and any supplement will only be valid for listing Notes on the
Luxembourg Stock Exchange during the period of 12 months from the date of this Offering Circular
in an aggregate nominal amount which, when added to the aggregate nominal amount then
outstanding of all Notes previously or simultaneously issued under the Programme, does not exceed
U.S.$20,000,000,000 or its equivalent in other currencies. For the purpose of calculating the U.S.
dollar equivalent of the aggregate nominal amount of Notes issued under the Programme from time
to time:
(a)
the U.S. dollar equivalent of Notes denominated in another Specified Currency (as
specified in the applicable Pricing Supplement in relation to the relevant Notes, described
under ``Form of the Notes'') shall be determined, at the discretion of the Issuer, either as
of the date on which agreement is reached for the issue of Notes or on the preceding day
on which commercial banks and foreign exchange markets are open for general business
in London, in each case on the basis of the spot rate for the sale of the U.S. dollar
against the purchase of such Specified Currency in the London foreign exchange market
quoted by any leading international bank selected by the Issuer on the relevant day of
calculation;
(b)
the U.S. dollar equivalent of Dual Currency Notes, Index Linked Notes and Partly Paid
Notes (each as specified in the applicable Pricing Supplement in relation to the relevant
Notes, described under ``Form of the Notes'') shall be calculated in the manner specified
above by reference to the original nominal amount on issue of such Notes (in the case of
Partly Paid Notes, regardless of the subscription price paid); and
(c)
the U.S. dollar equivalent of Zero Coupon Notes (as specified in the applicable Pricing
Supplement in relation to the relevant Notes, described under ``Form of the Notes'') and
other Notes issued at a discount or a premium shall be calculated in the manner specified
above by reference to the net proceeds received by the Issuer for the relevant issue.
6

SUMMARY OF THE PROGRAMME AND 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 Circular and, in relation to the terms and conditions of
any particular Tranche of Notes, the applicable Pricing Supplement. Words and expressions defined or
used in ``Form of the Notes'' and ``Terms and Conditions of the Notes'' below shall have the same
meanings in this summary.
Issuer:
DnB NOR Bank ASA
Description:
Euro Medium Term Note Programme
Arranger:
Merrill Lynch International
Dealers:
Barclays Bank PLC
DnB NOR Bank ASA
J.P. Morgan Securities Ltd.
Lehman Brothers International (Europe)
Merrill Lynch International
Morgan Stanley & Co. International Limited
UBS Limited
Certain restrictions:
Each issue of 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 ``Subscription and
Sale'' on page 94) including the following restriction applicable at
the date of this Offering Circular.
Swiss Francs
Issues of Notes denominated in Swiss francs or carrying a Swiss
franc related element with a maturity of more than one year (other
than Notes privately placed with a single investor with no publicity)
will be effected 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 8th November, 1934 (as amended) and
article 15 of the Federal Law on Stock Exchanges and Securities
Trading of 24th March, 1995 in connection with article 2, paragraph
2 of the Ordinance of the Federal Banking Commission on Stock
Exchanges and Securities Trading of 2nd December, 1996. Under
the said regulations, the relevant Dealer or, in the case of a
syndicated issue, the lead manager (the ``Swiss Dealer''), must be a
bank domiciled in Switzerland (which includes branches or
subsidiaries of a foreign bank located in Switzerland) or a
securities dealer duly licensed by the Swiss Federal Banking
Commission pursuant to the Federal Law on Stock Exchanges
and Securities Trading of 24th March, 1995. The Swiss Dealer must
report certain details of the relevant transaction to the Swiss
National Bank no later than the Issue Date of the relevant Notes.
Trustee:
The Law Debenture Trust Corporation p.l.c.
Registrar:
Citigroup Global Markets Deutschland AG & Co. KgaA
Issuing and Principal Paying
Citibank, N.A., London office
Agent:
7

Size:
Up to U.S.$20,000,000,000 (or its equivalent in other currencies
calculated as described herein on page 6) outstanding at any time.
The Issuer may increase the amount of the Programme in
accordance with the terms of the Programme Agreement.
Distribution:
Notes may be distributed by way of private or public placement and
in each case on a syndicated or non-syndicated basis.
Currencies:
Euro, Sterling, U.S. dollars, Yen and, subject to any applicable legal
or regulatory restrictions, any other currency agreed between the
Issuer and the relevant Dealer.
Redenomination:
The applicable Pricing Supplement may provide that certain Notes
may be redenominated in euro.
Maturities:
Subject to compliance with all relevant laws, regulations and
directives, any maturity as agreed between the Issuer and the
relevant Dealer(s). Unless otherwise permitted by then current laws,
regulations and directives, Dated Subordinated Notes will have a
minimum maturity of not less than 5 years. Undated Subordinated
Notes will have no fixed maturity.
Issue Price:
Notes may be issued on a fully-paid or a partly-paid basis and at an
issue price which is at par or at a discount to, or premium over, par.
Form of Notes:
The Notes will be issued in bearer or registered form as described in
``Form of Notes'' below. Bearer Notes will not be exchangeable for
Registered Notes and vice versa.
Fixed Rate Notes:
Interest will be payable on such date or dates as may be agreed
between the Issuer and the relevant Dealer(s) (as indicated in the
applicable Pricing Supplement) and on redemption, and will be
calculated on the basis of such Day Count Fraction as may be
agreed between the Issuer and the relevant Dealer(s).
Floating Rate Notes:
Floating Rate Notes will bear interest at a rate determined:
(i)
on the same basis as the floating rate under a notional
interest-rate swap transaction in the relevant Specified
Currency governed by an agreement incorporating the 2000
ISDA Definitions (as published by the International Swaps
and Derivatives Association, Inc., and as amended and
updated as at the Issue Date of the first Tranche of the
Notes of the relevant Series); or
(ii)
on the basis of a reference rate appearing on the agreed
screen page of a commercial quotation service; or
(iii) on such other basis as may be agreed between the Issuer
and the relevant Dealer,
as indicated in the applicable Pricing Supplement.
The margin (if any) relating to such floating rate will be agreed
between the Issuer and the relevant Dealer for each Series of
Floating Rate Notes.
Index Linked Notes:
Payments of principal in respect of Index Linked Redemption Notes
or of interest in respect of Index Linked Interest Notes will be
calculated by reference to such index and/or formula or to changes
in the prices of securities or commodities or to such other factors as
the Issuer and the relevant Dealer may agree (as indicated in the
applicable Pricing Supplement).
8

Other provisions in relation to
Floating Rate Notes and Index Linked Interest Notes may also have
Floating Rate Notes and Index
a maximum interest rate, a minimum interest rate or both (as
Linked Interest Notes:
indicated in the applicable Pricing Supplement).
Interest on Floating Rate Notes and Index Linked Interest Notes in
respect of each Interest Period, as agreed prior to issue by the Issuer
and the relevant Dealer(s), will be payable on such Interest Payment
Dates and will be calculated on the basis of such Day Count
Fraction as may be agreed between the Issuer and the relevant
Dealer(s).
Dual Currency Notes:
Payments (whether in respect of principal 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 the
Issuer and the relevant Dealer(s) may agree (as indicated in the
applicable Pricing Supplement).
Zero Coupon Notes:
Zero Coupon Notes will be offered and sold at a discount to their
nominal amount and will not bear interest.
Redemption:
In relation to Unsubordinated Notes and Dated Subordinated
Notes, the applicable Pricing Supplement will indicate the scheduled
maturity date (which in the case of Dated Subordinated Notes, must
be at least five years after the issue date in respect of such Notes)
and will also indicate whether such Notes cannot be redeemed prior
to their stated maturity (other than in specified instalments (see
below), if applicable, or for taxation reasons or (in the case of
Unsubordinated Notes) following an Event of Default) or that such
Notes will be redeemable at the option of the Issuer (``Issuer Call'')
(which in respect of Dated Subordinated Notes, may not take place
prior to the fifth anniversary of the Issue Date) and/or at the option
of the Noteholders (``Investor Put'') (which, in respect of Dated
Subordinated Notes, may not take place prior to the fifth
anniversary of the Issue Date), in each case upon giving not less
than 15 nor more than 30 days' irrevocable notice (or such other
notice period (if any) as is indicated in the applicable Pricing
Supplement) to the Noteholders or the Issuer, as the case may be, on
a date or dates specified in the applicable Pricing Supplement, at the
maturity and at a price or prices and on such terms as are indicated
in the applicable Pricing Supplement.
Undated Subordinated Notes will have no scheduled maturity date
and the applicable Pricing Supplement will indicate whether such
Notes will be redeemable at the option of the Issuer.
No early redemption of Dated Subordinated Notes and no
redemption of Undated Subordinated Notes may take place
without the prior written consent of the Commission (as defined
in the Terms and Conditions of the Notes).
The applicable Pricing Supplement may provide that Notes may be
redeemable in two or more instalments of such amounts and on
such dates as are indicated in the applicable Pricing Supplement.
Notes having a maturity of less than one year from the date of issue
may be subject to restrictions on their denomination and
distribution, see ``Certain Restrictions Notes with a maturity of
less than one year'' above.
9

Denomination of Notes:
Notes will be issued in such denominations as may be agreed
between the Issuer and the relevant Dealer(s) and as indicated in the
applicable
Pricing
Supplement
save
that
the
minimum
denomination of each Note will be such 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
relevant Specified Currency, see ``Certain Restrictions Notes with
a maturity of less than one year'' above.
The minimum denomination of each Note sold, resold or
transferred to an Institutional Accredited Investor will be
U.S.$500,000 or its equivalent in other Specified Currencies.
Taxation:
All payments in respect of the Notes will be made without deduction
for or on account of withholding taxes imposed within the Kingdom
of Norway, subject as provided in Condition 7.
Negative Pledge:
The Notes will not contain a negative pledge provision.
Cross Default:
The terms of the Unsubordinated Notes will contain a cross- default
provision as further described in Condition 9.
Neither Dated Subordinated Notes nor Undated Subordinated Notes
will contain any events of default.
Status of the Unsubordinated
The Unsubordinated Notes will constitute direct, unconditional,
Notes:
unsubordinated and unsecured obligations of the Issuer and will
rank pari passu among themselves and (save for certain debts
required to be preferred by law) equally with all other unsecured
obligations
(including
deposits)
(other
than
subordinated
obligations, if any) of the Issuer, present and future, from time to
time outstanding.
Status of the Dated Subordinated
The
Dated
Subordinated
Notes
will
constitute
unsecured,
Notes:
subordinated obligations of the Issuer, subject to cancellation as
described in Condition 3(c), and will rank pari passu without any
preference among themselves and at least equally with all other
subordinated
obligations
of
the
Issuer
(whether
actual
or
contingent)
having
a
fixed
maturity
from
time
to
time
outstanding. The Dated Subordinated Notes shall, in the event of
a liquidation, dissolution, administration or other winding-up of the
Issuer by way of public administration, be subordinated in right of
payment only to the claims against the Issuer of all unsubordinated
creditors of the Issuer and to claims preferred under Norwegian law
generally.
Status of the Undated
The Undated Subordinated Notes will constitute undated and
Subordinated Notes:
unsecured, subordinated obligations of the Issuer, subject to
cancellation as described in Condition 3(c), and will rank pari
passu without any preference among themselves and rank at least
equally with Other Pari Passu Claims (as defined in the Terms and
Conditions of the Notes) from time to time outstanding. The right
to payment in respect of the Undated Subordinated Notes will be
subordinated to the claims of Senior Creditors (as defined in
Condition 3(b)(vi)) and payments of principal and interest in respect
of the Undated Subordinated Notes will be conditional upon the
Issuer being Solvent (as defined in the Terms and Conditions of the
Notes) at the time of payment by the Issuer or upon a liquidation,
dissolution or winding up as further described in Condition 3(b)(iv)
and no principal or interest shall be payable in respect of the
10