Bond UBS SA 0% ( XS0304503021 ) in USD

Issuer UBS SA
Market price 100 %  ▲ 
Country  Switzerland
ISIN code  XS0304503021 ( in USD )
Interest rate 0%
Maturity 17/07/2017 - Bond has expired



Prospectus brochure of the bond UBS AG XS0304503021 in USD 0%, expired


Minimal amount /
Total amount /
Detailed description UBS AG is a Swiss multinational financial services company providing investment banking, wealth management, and asset management services globally.

The Bond issued by UBS SA ( Switzerland ) , in USD, with the ISIN code XS0304503021, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 17/07/2017








INFORMATION MEMORANDUM






UBS AG
(Incorporated with limited liability in Switzerland)
(acting through its London Branch)


USD2,000,000 10-year USD 12.001% Target Redemption with 100% Guaranteed Return On
Investment Notes due 2017
(redemption linked to basket of 12 stocks)

Issue Price as of the closing date: 100 per cent.


The USD2,000,000 10-year USD 12.001% Target Redemption with 100% Guaranteed Return On Investment Notes due
2017 (the "Notes") relating to a basket of 12 stocks (further details of which are set out in the terms and conditions herein
(the "Shares")) each with a denomination of USD100 were issued by UBS AG (acting through its London Branch) (the
"Issuer") on 23 July 2007.

Expressions used in this Information Memorandum shall have the meanings given to them in the conditions of the Notes (the
"Conditions") which are set out herein.

Unless previously redeemed or purchased and cancelled as provided in the Conditions, each Note will be redeemed at the
Redemption Amount on the Redemption Settlement Date, subject as provided in Condition 4.

The Notes are represented by a Global Security (the "Global Security") which was deposited with a common depositary for
Euroclear Bank S.A./N.V. as operator of the Euroclear System ("Euroclear") and Clearstream Banking, société anonyme
("Clearstream") on 23 July 2007 (the "Closing Date"). Notes in definitive form will not be issued, except in the
circumstances described in Condition 2(b). The Notes are in registered form.

Application has been made to admit the Notes to listing on the Official List of the Luxembourg Stock Exchange and to
trading on the Euro MTF Market.

Prospective purchasers should carefully consider the risks of an investment in the Notes and be aware that these
Notes are only suitable for sophisticated investors who are capable of evaluating and bearing such risks. In
particular, prospective purchasers should note that the Notes are 100% principal-protected only if they are
mandatorily early redeemed or redeemed at maturity. If the Notes are otherwise redeemed before the maturity date,
the investors may not receive 100% of the amount invested. See "Risk Factors" for a discussion of certain factors to
be considered in connection with an investment in the Notes.


DOCUMENTS INCORPORATED BY REFERENCE.

The unaudited financial statements for the 6-month period ended 30 June 2007 of the Issuer and the following document(s),
filed by the Issuer with the United States Securities and Exchange Commission pursuant to Section 13 of the U.S Securities
Exchange Act of 1934 ("the Exchange Act") are incorporated herein by reference: the Annual Report (US Version) on Form
20-F for the year ended 31 December 2006 of the Issuer which can be obtained on the Issuer's website at www.ubs.com and
which are also available free of charge at the offices of the Listing Agent.


Dated 3 September 2007



This Information Memorandum may only be used for the purposes for which it has been published.

This Information Memorandum includes particulars for the purpose of giving information with regard
to the issue by the Issuer of the Notes. The Issuer accepts responsibility for the information contained
in this Information Memorandum regarding the Issuer and the Notes. To the best of the knowledge
and belief of the Issuer (which has taken all reasonable care to ensure that such is the case) such
information is in accordance with the facts and does not omit anything likely to affect the import of
such information.

Information provided herein with respect to the Shares of the Companies and the Companies is taken
from publicly available information. Such information has not been independently verified by the
Issuer. The Issuer accepts responsibility for the accurate reproduction of such information but neither
the Issuer nor any of its Affiliates makes any further representation or warranty relating thereto.

No person is authorised to give any information or to make any representation not contained in this
Information Memorandum in connection with the issue and sale of the Notes and any information or
representation not contained herein must not be relied upon as having been authorised by or on
behalf of the Issuer. Neither the delivery of this Information Memorandum nor any sale made in
connection herewith shall, under any circumstances, create any implication that the information
herein is correct as at any time subsequent to the date hereof.

Any prospective purchaser of the Notes should consult with its own legal, regulatory, tax, business,
investment, financial and accounting advisers to the extent that it deems it necessary and should
make its own investment, hedging and trading decisions (including decisions regarding the
suitability of this investment) based upon its own judgment and upon advice from such advisers as
it deems necessary. The Issuer has not given investment advice or any recommendation. Any
purchase of the Notes may involve a high risk of loss. Payments to be made by the Issuer under the
Notes are dependent upon the performance of the Shares. There exists no guarantee or other
protection for holders in respect of the performance of the Shares. The Issuer will not owe any
person any duties or responsibilities whatsoever except for such duties or responsibilities as are set
out in the terms and conditions of the Notes.

The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), and have not been and may not be offered or sold within the United
States or to, or for the account or benefit of, a U.S. person (as defined herein).

The distribution of this Information Memorandum and the offer of the Notes in certain jurisdictions
may be restricted by law. Persons into whose possession this document comes are required by the
Issuer to inform themselves about, and to observe, any such restrictions. In this regard, see further
"Offering and Sale".

All references in this Information Memorandum to "USD" refer to the currency of the United States
of America and references to "CHF" refer to the currency of Switzerland.

Holders of the Notes should be aware that details of any transactions in relation to the Notes will be
disclosed to the Securities and Futures Commission of the Republic of China. By this notice Holders
agree to such disclosure and release UBS AG and its affiliates and subsidiaries from any duty of
disclosure of Holders.
2



RISK FACTORS

The purchase of Notes involves substantial risks and is suitable only for investors who have the
knowledge and experience in financial and business matters necessary to enable them to evaluate the
risks and the merits of an investment in the Notes. Before making an investment decision, prospective
purchasers of Notes should consider carefully, in the light of their own financial circumstances and
investment objectives, all the information set forth in this Information Memorandum and, in
particular, the considerations set forth below.

Taxation

Each Holder will assume and be solely responsible for any and all taxes of any jurisdiction or
governmental or regulatory authority, including, without limitation, any state or local taxes or other
like assessment or charges that may be applicable to any payment to it in respect of such Holder's
Notes. The Issuer will not pay any additional amounts to Holders to reimburse them for any tax,
assessment or charge required to be withheld or deducted from payments in respect of the Notes by
the Issuer or the Paying Agent.

Credit Risk

A prospective purchaser of the Notes should have such knowledge and experience in financial and
business matters and expertise in assessing credit risk that it is capable of evaluating the merits, risks
and suitability of investing in the Notes.

Provision of information

Neither the Issuer nor any of its Affiliates makes any representation as to the credit quality of the
Company. Any of such persons may have acquired, or during the term of the Notes may acquire, non-
public information with respect to the Company. None of such persons is under any obligation to
make such information available to Holders.

Business relationships

The Issuer or any of its Affiliates may have existing or future business relationships with the
Company (including, but not limited to, lending, depositary, risk management, advisory and banking
relationships), and will pursue actions and take steps that they deem or it deems necessary or
appropriate to protect their or its interests arising there from without regard to the consequences for a
Holder.

No claim against the Company

A Note will not represent a claim against the Company and, in the event of any loss, a Holder will not
have recourse under a Note to the Company.

Legality of purchase

Neither the Issuer nor any of its Affiliates has or assumes responsibility for the lawfulness of the
acquisition of the Notes by a prospective purchaser of the Notes, whether under the laws of the
jurisdiction of its incorporation or the jurisdiction in which it operates (if different), or for compliance
by that prospective purchaser with any law, regulation or regulatory policy applicable to it.

Independent review and advice

3


Each prospective purchaser of Notes must determine, based on its own independent review and such
professional advice as it deems appropriate under the circumstances, that its acquisition of the Notes
(i) is fully consistent with its (or if it is acquiring the Notes in a fiduciary capacity, the beneficiary's)
financial needs, objectives and condition, (ii) complies and is fully consistent with all investment
policies, guidelines and restrictions applicable to it (whether acquiring the Notes as principal or in a
fiduciary capacity) and (iii) is a fit, proper and suitable investment for it (or if it is acquiring the Notes
in a fiduciary capacity, for the beneficiary), notwithstanding the clear and substantial risks inherent in
investing in or holding the Notes.

No reliance

A prospective purchaser may not rely on the Issuer or any of its Affiliates in connection with its
determination as to the legality of its acquisition of the Notes or as to the other matters referred to
above.

No secondary market

Application has been made to admit the Notes to listing on the Official List of the Luxembourg Stock
Exchange and to trading on the Euro MTF Market. However, there can be no assurance that a
secondary market in the Notes will develop and no secondary market is expected to develop in respect
of the Notes. Moreover, even if a secondary market in the Notes does develop, there can be no
assurance that it will continue. Accordingly, the purchase of Notes is suitable only for investors who
can bear the risks associated with a lack of liquidity in the Notes and the financial and other risks
associated with an investment in the Notes.

PURCHASERS SHOULD BE AWARE THAT UNDER THE CONDITIONS OF THE NOTES
THE ISSUER OR ANY AFFILIATE MAY PURCHASE THE NOTES AT ANY TIME. SUCH
NOTES MAY BE HELD, RESOLD, OR CANCELLED. PURCHASERS SHOULD NOT
THEREFORE MAKE ANY ASSUMPTION AS TO THE NUMBER OF NOTES IN ISSUE AT
ANY ONE TIME.

PURCHASERS SHOULD NOTE THAT THE NOTES ARE 100% PRINCIPAL-PROTECTED
ONLY IF THEY ARE MANDATORILY EARLY REDEEMED OR REDEEMED AT
MATURITY. IF THE NOTES ARE OTHERWISE REDEEMED PRIOR TO THE
MATURITY DATE THE PURCHASERS MAY NOT RECEIVE 100% OF THE AMOUNT
INVESTED.
4


CONDITIONS OF THE NOTES
The following terms and conditions, subject to amendment, have been endorsed on the Global
Security:

UBS AG, London Branch as issuer (the "Issuer") has issued USD2,000,000 in principal amount of
10-year USD 12.001% Target Redemption with 100% Guaranteed Return On Investment Notes due
2017 linked to a basket of 12 stocks (the "Notes").


1. Definitions

In these Conditions:


"Business Day" means a day (excluding Saturday and Sunday) on which banks and foreign exchange
markets are open for business in New York.

"Calculation Agent" means UBS AG, London Branch acting as calculation agent of the Notes.

"Closing Price" means, subject to Condition 7, in respect of a Scheduled Trading Day and a Share, the
official closing price of that Share in the local currency in which the Share is traded on the relevant
Exchange as published by the relevant Exchange for that day, or if such price is not published for
whatever reason, the value of that Share as of the actual closing time of the relevant Exchange on that
Scheduled Trading Day in the good faith estimation of the Calculation Agent.

"Coupon Payment Dates" means, in respect of the fixed coupon, 23 October 2007, in respect of the
second fixed coupon, 23 January 2008 and, in respect of each Observation Date, the 5th Business Day
after that Observation Date currently expected to be April 23, 2008, July 23, 2008, October 23, 2008,
January 26, 2009, April 23, 2009, July 23, 2009, October 23, 2009, January 26, 2010, April 23,
2010, July 23, 2010, October 25, 2010, January 25, 2011, April 26, 2011, July 25, 2011, October 24,
2011, January 24, 2012, April 23, 2012, July 23, 2012, October 23, 2012, January 24, 2013, April 23,
2013, July 23, 2013, October 23, 2013, January 24, 2014, April 23, 2014, July 23, 2014, October 23,
2014, January 26, 2015, April 23, 2015, July 23, 2015, October 23, 2015, January 26, 2016, April 25,
2016, July 25, 2016, October 24, 2016, January 24, 2017, April 24, 2017.

"Disrupted Day" means, in respect of a Share, a Scheduled Trading Day on which the relevant
Exchange or Related Exchange fails to open for trading during its regular trading session or on which
there is, during the one hour prior to the actual closing time of the relevant Exchange or Related
Exchange, a Trading Disruption or an Exchange Disruption in respect of that Share which is (in the
determination of the Calculation Agent) material, or there is a closure of the relevant Exchange or
Related Exchange prior to its Scheduled Closing Time with less than one hour's (which shall exclude,
where relevant, any time period when the relevant Exchange or Related Exchange is closed between
the end of the morning trading session and the start of the afternoon trading session) notice prior to
the actual time of closure or the deadline for inputting orders to execute trades at the closing time of
the relevant Exchange or Related Exchange (such closure an "Early Closure").

"Exchange" means Frankfurt Stock Exchange, London Stock Exchange plc and New York Stock
Exchange, Inc, and their respective successors (if any). The Exchange "relevant" to a Share is the
exchange on which the Share is listed, traded or publicly quoted.

"Exchange Disruption" means, in respect of a Share, any event (other than an Early Closure) that
disrupts or impairs (as determined by the Calculation Agent) the ability of market participants in
general (i) to effect transactions in, or obtain market values for, the Share on the relevant Exchange,
5


or (ii) to effect transactions in, or obtain market values for, futures or options contracts relating to the
Share on the relevant Related Exchange.

"First Fixed Coupon Rate" means 6%, without adjustment.

"Fixed Coupon Rates" means the sum of the First Fixed Coupon Rate and the Second Fixed Coupon
Rate.

"Hedge Transactions" means any securities, futures or derivatives transactions entered into by the
Issuer or its affiliates with any party in any jurisdiction, including, without limitation, an entity
affiliates, related to or controlled by the issuer or any entity through which the Issuer or its affiliates
purchase and/or hold interests in Shares or other relevant securities or contracts to hedge the Issuer's
position under the Notes.

"Initial Spot Price" means in respect of each Share, the Closing Price of the Share as of 23 July 2007
(the "Initial Determination Date") provided that if such day is not a Scheduled Trading Day for any
Share, the next following Scheduled Trading Day for such Share. If such Initial Determination Date
is a Disrupted Day for any Share then the Initial Determination Date for such Share shall be the first
succeeding Scheduled Trading Day which is not a Disrupted Day, unless each of the 8 Scheduled
Trading Days immediately following the day originally scheduled to be the Initial Determination Date
is a Disrupted Day, in which case that 8th Scheduled Trading Day shall be the Initial Determination
Date, notwithstanding the fact that it is a Disrupted Day, and the Calculation Agent shall determine
the Closing Price of the affected Share as of that Initial Determination Date based on its good faith
estimate of the value of that Share as of the closing time of the relevant Exchange on that 8th
Scheduled Trading Day. For the avoidance of doubt, the Closing Price(s) of the unaffected Share(s)
shall be determined on the Scheduled Initial Determination Date.

"Maturity Date" means the 38th Observation Date currently expected to be 17 July 2017.

"Observation Dates" means April 16, 2008, July 16, 2008, October 16, 2008, January 16, 2009, April
16, 2009, July 16, 2009, October 16, 2009, January 19, 2010, April 16, 2010, July 16, 2010, October
18, 2010, January 18, 2011, April 18, 2011, July 18, 2011, October 17, 2011, January 17, 2012, April
16, 2012, July 16, 2012, October 16, 2012, January 16, 2013, April 16, 2013, July 16, 2013, October
16, 2013, January 16, 2014, April 16, 2014, July 16, 2014, October 16, 2014, January 16, 2015, April
16, 2015, July 16, 2015, October 16, 2015, January 19, 2016, April 18, 2016, July 18, 2016, October
17, 2016, January 17, 2017, April 17, 2017, July 17, 2017 respectively, provided that in respect of a
Share if any such day is not a Scheduled Trading Day for such Share then the relevant Observation
Date shall be the next following Scheduled Trading Day for such Share, provided further that, if any
date so determined falls on a Disrupted Day in respect of any Share, the Observation Date for such
Share shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day relating to that
affected Share, unless each of the eight Scheduled Trading Days immediately following the relevant
Scheduled Observation Date is a Disrupted Day relating to that affected Share. In that case, (i) that
eighth Scheduled Trading Day shall be deemed to be the Observation Date for the affected Share,
notwithstanding the fact that such day is a Disrupted Day, and (ii) the Calculation Agent shall
determine the Closing Price of the affected Share as of that Observation Date based on its good faith
estimate of the value for that Share as of the actual closing time on the relevant Exchange on that
eighth Scheduled Trading Day. For the avoidance of doubt, the Closing Price(s) of the unaffected
Share(s) shall be determined on the Scheduled Observation Date. In respect of each Scheduled
Observation Date, the Coupon Payment Date and/or the Redemption Settlement Date and/or the
Corresponding Redemption Date are determined by reference to the last occurring Observation Date.

"Principal Amount" means the principal amount of each Note, being USD100.

6


"Redemption Settlement Date" means, the fifth Business Day after the Maturity Date (currently
expected to be 24 July 2017).

"Related Exchange" means, in respect of a Share, the principal exchange (if any) on which options or
futures contracts relating to the Share are traded or quoted, as determined by the Calculation Agent.

"Scheduled Closing Time" means, in respect of an Exchange or Related Exchange and a Scheduled
Trading Day, the scheduled weekday closing time of such Exchange or Related Exchange on such
Scheduled Trading Day, without regard to after hours or any other trading outside of the regular
trading session hours.

"Scheduled Initial Determination Date" means any original date that, but for the occurrence of an
event causing a Disrupted Day, would have been an Initial Determination Date.

"Scheduled Observation Date" means any original date that, but for the occurrence of an event
causing a Disrupted Day, would have been an Observation Date.

"Scheduled Trading Day" means, a day on which each Exchange and each Related Exchange are
scheduled to be open for their respective regular trading sessions.


"Second Fixed Coupon Rate" means 6%, without adjustment.

"Shares" means the shares in the common stock of the companies (the "Companies" and each a
"Company") as set out below and references to a "Share" are to the common shares as referred to
herein of a particular Company:

Bloomberg Code
Company

BAXTER INTERNATIONAL INC
BAX UN
CARDINAL HEALTH INC
CAH UN
CVS CAREMARK CORP
CVS UN
MEDCO HEALTH SOLUTIONS INC
MHS UN
MEDTRONIC INC
MDT UN
NOBEL BIOCARE HOLDING AG-BR
NOBE VX
Novartis AG
NOVN VX
Roche Holding AG
ROG VX
UNITEDHEALTH GROUP INC
UNH UN
WELLPOINT INC
WLP UN
ZIMMER HOLDINGS INC
ZMH UN
Johnson & Johnson
JNJ UN
7


and the "Basket" is comprised of all the above Shares.

"Target Redemption Coupon Rate" means 12.001%, without adjustment.

"Trade Date" means 9 July 2007.

"Trading Disruption" means, in respect of a Share, any suspension of or limitation imposed on trading
by the relevant Exchange or Related Exchange or otherwise and whether by reason of movements in
price exceeding limits permitted by the relevant Exchange or Related Exchange or otherwise (i)
relating to the Share on the relevant Exchange, or (ii) in futures or options contracts relating to the
Share on the relevant Related Exchange.

"USD" means the lawful currency of the United States of America.


2.
Form and Transfer

(a)
The Notes will upon issue be represented by a Global Security which has been deposited with
a common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System
("Euroclear", references to which term shall include any successor clearing system) and
Clearstream Banking, société anonyme ("Clearstream", references to which term shall include
any successor clearing system).

(b)
Individual certificates each evidencing a Holder's holding of Notes ("individual certificates")
will not be issued except where either Euroclear or Clearstream is closed for business for a
continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or
announces an intention to permanently cease business or does in fact do so. In such
circumstances the Issuer will appoint a registrar to keep a register of Holders and cause
sufficient individual certificates to be issued to persons with interest in the Notes represented
by the Global Security who have produced such information that is satisfactory to the Paying
Agent and the Issuer and who have given written instructions ordering the issue of the
relevant individual certificates, and the Issuer will make such amendments to the terms and
conditions of the Notes as the Issuer shall deem appropriate.

(c)
Interests in the Notes may only be transferred in accordance with the rules and procedures for
the time being of Euroclear and Clearstream. All transactions involving the Notes (including
transfers), in the open market or otherwise, must be effected through an account at Euroclear
or Clearstream (each a "Clearing System").

(d)
Title to each Note will pass upon registration of the transfer in the books of the relevant
Clearing System. The holder of a Note (the "Holder") will be the registered holder of the
same shown in the records maintained by the relevant Clearing System. Any certificate or
other document issued by Euroclear or Clearstream as to the principal amount of Notes
standing to the account of any Holder shall be conclusive and binding for all purposes, save in
the case of manifest error.

(e)
The Notes may only be transferred in principal amounts of USD100 or in integral multiples
thereof.


3. Status

The Notes constitute unsecured and unsubordinated obligations of the Issuer and rank and
shall rank equally among themselves and with all other present and future unsecured and
8


unsubordinated obligations of the Issuer, other than obligations preferred by mandatory
provisions of law.



4. Redemption

(a) Final
Maturity


To the extent not previously redeemed or purchased and cancelled as provided below, each
Note will be redeemed by the delivery of the Redemption Amount on the Redemption
Settlement Date.

(b) Redemption
Amount


The cash amounts (the "Redemption Amount") to be delivered in full redemption of each
Note outstanding at maturity will be equal to the Principal Amount.




(c)
Redemption for Taxation Reasons


If the Issuer is required to pay any additional amounts under Condition 10(b) (whether
Condition 10(c) is applicable or not), then upon the Issuer giving not less than 30 days' notice
to the Holders, apart from the redemption of the Notes at their Principal Amount on the
Redemption Settlement Date in accordance with Condition 4(a), the Issuer shall have no
further obligations under the Notes effective from the date of such notice..

(d)
Mandatory Early Redemption


If, on any Observation Date (except the 38th Observation Date), (i.e. such date being the
"Knock-out Observation Date") the sum of (A) the Fixed Coupon Rates, (B) the Variable
Coupon Rate (as defined in Condition 6) in respect of that Observation Date and (C) the sum
of the Variable Coupon Rates in respect of each preceding Observation Date, is equal to the
Target Redemption Coupon Rate, each Note outstanding will be redeemed on the
Corresponding Redemption Date, at its Principal Amount but (i) the Coupon in respect of the
Knock-out Observation Date as determined in accordance with Condition 6 will remain to be
payable on the 5th Business Day after the Knock-out Observation Date; and (ii) the product of
Interest and Principal Amount in respect of each Calculation Period is payable on the first day
of the next following Calculation Period and in case of the final Calculation Period, the
Corresponding Redemption Date.

"Corresponding Redemption Date" means the day that is 3 Business Days after the effective
date of a written irrevocable notice delivered by a Holder to the Issuer in accordance with
Condition 14 to elect for the occurrence of a Corresponding Redemption Date in relation to
the Notes held by such Holder provided that (1) the holder is only entitled to give such notice
after the occurrence of the Knock-out Observation Date and (2) if, in relation to a Note, no
such notice is given prior to the Maturity Date then such a notice shall be deemed to be given
on the Maturity Date.

"USD 3 month LIBOR" means, regarding the first Calculation Period, the rate for deposits in
USD for a period of 3 months which appears on the Telerate Page 3750 at 11.00 a.m. London
time, on the Scheduled Knock-out Redemption Date (if it is not a London Banking Day, the
next following London Banking Day) and the rate shall apply to each day in the first
Calculation Period; and for the subsequent Calculation Period(s), the rate for deposits in USD
for a period of 3 months which appears on the Telerate Page 3750 at 11.00 a.m. London time,
on the relevant Reset Date and the rate shall apply to each day in the corresponding
Calculation Period. If such rate does not appear on the Telerate Page 3750, the rate for that
9


Reset Date will be determined on the basis of the rates at which deposits in USD are offered
by the four major banks in the London interbank market at approximately 11.00 a.m., London
time, on the day that is the Reset Date, to prime banks in the London interbank market for a
period of 3 months commencing on that Reset Date and in an amount of the aggregate
outstanding Principal Amount. The Calculation Agent will request the principal London
office of each of the four major banks in the London interbank market to provide a quotation
of its rate. If at least two quotations are provided, the rate for that Reset Date will be the
arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the
rate for that Reset Date will be the arithmetic mean of the rates quoted by major banks in New
York City, selected by the Calculation Agent, at approximately 11.00 a.m., New York City
time, on that Reset Date for loans in USD to leading European banks for a period of 3 months
commencing on that Reset Date and in an amount of the outstanding aggregate Principal
Amount;

"Calculation Period" means, in respect of the first Calculation Period, the period from and
including the Scheduled Knock-out Redemption Date to (and excluding) the first day of an
integral multiple of 3 calendar months immediately after the Scheduled Knock-out
Redemption Date (provided that if it is not a Business Day, the next following Business Day)
and for the subsequent Calculation Periods, the period from and including the first day of an
integral multiple of 3 calendar months after the Scheduled Knock-out Redemption Date to
and excluding the first day of the next following integral multiple of 3 calendar months
(provided that if it is not a Business Day, the next following Business Day) and the last period
shall end on and excluding the relevant Corresponding Redemption Date;

"Day" means the actual number of days in each of the Calculation Periods;

"Interest" means (USD 3 month LIBOR) x Days/360;

"London Banking Day" means any day on which commercial banks are open for general
business (including dealings in foreign exchange and foreign currency deposits) in London;

"Reset Date" means, the first day of each Calculation Period (if it is not a London Banking
Day, the next following London Banking Day);

"Scheduled Knock-out Redemption Date" means the 5th Business Day after the Knock-out
Observation Date.


5. Payments

Payments in respect of the Notes will be made to against presentation and (except in the case
of payment of Coupon Amounts unless the Notes are at the same time being redeemed)
surrender of the Global Security to or to the order of the Paying Agent subject in all cases to
any fiscal or other laws and regulations applicable thereto in the place of payment, but
without prejudice to the provisions of Condition 10. If any day for payment in respect of the
Notes is not a Business Day and a day on which (a) banks are open for business and carrying
out transactions in USD in the place of presentation and (b) the Clearing Systems are open for
business, transfer instructions shall not be given or cheques shall not be sent in respect of
payments to be made under the Notes until the next following day that is a Business Day and
a day on which (a) banks are open for business and carrying out transactions in USD in the
place of presentation and (b) the Clearing Systems are open for business provided no interest
or other amounts shall be payable in respect of such postponement or any late presentation.

If individual certificates are issued pursuant to Condition 2(b), after such issuance, all
payments in respect of the Notes shall be made through a Paying Agent by transfer to an USD
10