Bond SpareBank I SMN 3.7% ( XS1014871302 ) in EUR

Issuer SpareBank I SMN
Market price refresh price now   100 %  ⇌ 
Country  Norway
ISIN code  XS1014871302 ( in EUR )
Interest rate 3.7% per year ( payment 1 time a year)
Maturity 14/01/2044



Prospectus brochure of the bond SpareBank 1 SMN XS1014871302 en EUR 3.7%, maturity 14/01/2044


Minimal amount 100 000 EUR
Total amount 53 000 000 EUR
Next Coupon 15/01/2027 ( In 287 days )
Detailed description SpareBank 1 SMN is a regional Norwegian bank and a member of the SpareBank 1 Alliance, primarily serving individuals and businesses in Central Norway, and listed on the Oslo Stock Exchange.

The Bond issued by SpareBank I SMN ( Norway ) , in EUR, with the ISIN code XS1014871302, pays a coupon of 3.7% per year.
The coupons are paid 1 time per year and the Bond maturity is 14/01/2044








PROSPECTUS
20 June 2013

SPAREBANK 1 SMN
(incorporated with limited liability in Norway)
SPAREBANK 1 NORD-NORGE
(incorporated with limited liability in Norway)
SPAREBANK 1 SR-BANK ASA
(incorporated with limited liability in Norway)
7,500,000,000
Euro Medium Term Note Programme
This Prospectus (as defined below) supersedes the Prospectus dated 10 June 2011 relating to the 7,500,000,000 Euro Medium Term Note
Programme (the "Programme") of SpareBank 1 SMN, SpareBank 1 Nord-Norge and SpareBank 1 SR-Bank ASA (each an "Issuer" and together the
"Issuers"). This Prospectus does not affect any Notes already issued. This document constitutes three base prospectuses for the purposes of Article
5.4 of Directive 2003/71/EC (the "Prospectus Directive") as amended (which includes the amendments made by Directive 2010/73/EU (the "2010
PD Amending Directive") to the extent that such amendments have been implemented in a relevant Member State of the European Economic Area),
(i) the base prospectus for SpareBank 1 SMN, in respect of non-equity securities within the meaning of Article 22 No. 6(4) of the Commission
Regulation (EC) No. 809/2004 of 29 April 2004 (the "Notes") to be issued by SpareBank 1 SMN under the Programme, (ii) the base prospectus for
SpareBank 1 Nord-Norge in respect of Notes to be issued by SpareBank 1 Nord Norge under the Programme, and (iii) the base prospectus for
SpareBank 1 SR-Bank ASA in respect of Notes to be issued by SpareBank 1 SR-Bank ASA under the Programme (together, the "Prospectus").
Under the Programme each Issuer may from time to time issue Notes denominated in any currency agreed between the relevant Issuer and
the relevant Dealer (as defined below). The Notes of each Issuer will be obligations of that Issuer alone.
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.
The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed 7,500,000,000
(or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as described herein.
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "General Description of the Programme"
and any additional Dealer appointed under the Programme from time to time by an Issuer (each a "Dealer" and together the "Dealers"), which
appointment may be for a specific issue or on an ongoing basis. References in this Prospectus 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 purchase such Notes.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors".
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority
under the Luxembourg Act dated 10 July 2005 on prospectuses for securities, as amended ("Prospectus Act 2005") to approve this document as a
base prospectus. The CSSF assumes no responsibility for the economic and financial soundness of the transactions contemplated by this Prospectus
or the quality or solvency of the Issuer in accordance with Article 7(7) of the Prospectus Act 2005. Application has also been made to the
Luxembourg Stock Exchange for Notes issued under the Programme to be to be listed on the Official List of the Luxembourg Stock Exchange and to
be admitted to trading on the Luxembourg Stock Exchange's regulated market.
References in this Prospectus to Notes being listed (and all related references) shall mean that such Notes have been admitted to the
Official List of the Luxembourg Stock Exchange and have been admitted to trading on the Luxembourg Stock Exchange's regulated market. The
Luxembourg Stock Exchange's regulated market (the "Regulated Market") is a regulated market for the purposes of the Markets in Financial
Instruments Directive (Directive 2004/39/EC).
The requirement to publish a prospectus under the Prospectus Directive only applies to Notes which are to be admitted to trading on a
regulated market in the European Economic Area and/or offered to the public in the European Economic Area other than in circumstances where an
exemption is available under Article 3.2 of the Prospectus Directive (as implemented in the relevant Member State(s)). References in this Prospectus
to Exempt Notes are to Notes for which no prospectus is required to be published under the Prospectus Directive. The CSSF has neither approved nor
reviewed information contained in this Prospectus in connection with Exempt Notes.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other
information which is applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will (other than in the case of
Exempt Notes, as defined above) be set out in a final terms document (the "Final Terms") which will be filed with the CSSF.
Copies of Final Terms in relation to Notes to be listed on the Luxembourg Stock Exchange will also be published on the website of the
Luxembourg Stock Exchange (www.bourse.lu). In the case of Exempt Notes, notice of the aggregate nominal amount of Notes, interest (if any)
payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche will be set out in a pricing
supplement document (the Pricing Supplement).
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or
markets as may be agreed between the relevant Issuer and the relevant Dealer. Each Issuer may also issue unlisted Notes and/or Notes not admitted to
trading on any market.
Each Issuer has been rated "A2" by Moody's. SpareBank 1 Nord-Norge has been rated "A" by Fitch. SpareBank 1 SMN has been rated
"A-" by Fitch. SpareBank 1 SMN has been rated "A-" by Fitch. Each of Moody's and Fitch is established in the European Union and registered under
Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation"). As such each of Moody's and Fitch is included in the list of credit rating
agencies published by the European Securities and Markets Authority on its website (at http://www.esma.europa.eu/page/List-registered-and-
certified-CRAs) in accordance with the CRA Regulation. Where a Tranche of Notes is rated, such rating will be disclosed in the Final Terms (or
Pricing Supplement, in the case of Exempt Notes) and will not necessarily be the same as the rating assigned to the Programme by Moody's and





Fitch. 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.
Arranger
BofA Merrill Lynch
Dealers
Barclays
BofA Merrill Lynch
Commerzbank
HSBC
J.P. Morgan
Nordea
UBS Investment Bank

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IMPORTANT INFORMATION
This Prospectus comprises a base prospectus in respect of all Notes other than Exempt Notes issued
under the Programme for the purposes of Article 5.4 of Directive 2003/71/EC as amended (which includes
the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented
in a relevant Member State of the European Economic Area (the "Prospectus Directive").
Each Issuer accepts responsibility for the information contained in this Prospectus and the Final
Terms for each Tranche of Notes issued under the Programme. To the best of the knowledge of each Issuer
(each having taken all reasonable care to ensure that such is the case) the information contained in this
Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such
information.
Subject as provided in the applicable Final Terms, the only persons authorised to use this
Prospectus in connection with an offer of Notes are the persons named in the applicable Final Terms as the
relevant Dealer or the Managers, as the case may be.
Copies of the Final Terms will be available from the registered office of each Issuer and the
specified office set out below of each of the Paying Agents (as defined below) and will be published on the
website of the Luxembourg Stock Exchange (www.bourse.lu).
This Prospectus is to be read in conjunction with all documents which are deemed to be
incorporated herein by reference (see "Documents Incorporated by Reference"). This Prospectus shall be
read and construed on the basis that such documents are incorporated and form part of this Prospectus.
No representation, warranty or undertaking, express or implied, is made and no responsibility or
liability is accepted by the Dealers as to the accuracy or completeness of the information contained or
incorporated in this Prospectus or any other information provided by any Issuer in connection with the
Programme. No Dealer accepts any liability in relation to the information contained or incorporated by
reference in this Prospectus or any other information provided by any Issuer in connection with the
Programme.
No person is or has been authorised by any Issuer to give any information or to make any
representation not contained in or not consistent with this Prospectus 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 any of the Issuers or any of the Dealers.
Neither this Prospectus 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 by any of the Issuers or any of the Dealers that any recipient of this Prospectus 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 any of the Issuers. Neither
this Prospectus nor any other information supplied in connection with the Programme or the issue of any
Notes constitutes an offer or invitation by or on behalf of any of the Issuers or any of the Dealers to any
person to subscribe for or to purchase any Notes.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning any 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
expressly do not undertake to review the financial condition or affairs of any Issuer during the life of the
Programme or to advise any investor in the Notes of any information coming to their attention.
IMPORTANT INFORMATION RELATING TO THE USE OF THIS PROSPECTUS AND OFFERS
OF NOTES GENERALLY
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in
any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction.

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The distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. Each Issuer and the Dealers do not represent that this Prospectus 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 any
of the Issuers or the Dealers which is intended to 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 Prospectus 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. Persons into whose possession this Prospectus or any
Notes may come must inform themselves about, and observe, any such restrictions on the distribution of this
Prospectus and the offering and sale of Notes. In particular, there are restrictions on the distribution of this
Prospectus and the offer or sale of Notes in the United States, the European Economic Area (including the
United Kingdom) and Japan (see "Subscription and Sale").
This Prospectus has been prepared on the basis that any offer of Notes in any Member State of the
European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member
State") must be made pursuant to an exemption under the Prospectus Directive, as implemented in that
Relevant Member State, from the requirement to publish a prospectus for offers of Notes. Accordingly any
person making or intending to make an offer of Notes in that Relevant Member State may only do so in
circumstances in which no obligation arises for the relevant Issuer or any Dealer to publish a prospectus
pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the
Prospectus Directive, in each case, in relation to such offer. Neither the relevant Issuer nor any Dealer have
authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an obligation
arises for the relevant Issuer or any Dealer to publish or supplement a prospectus for such offer.
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes
must determine the suitability of that investment in light of its own circumstances. In particular, each
potential investor may wish to consider, either on its own or with the help of its financial and other
professional advisers, whether it:
(i)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the
merits and risks of investing in the Notes and the information contained or incorporated by reference in this
Offering Circular or any applicable supplement;

(ii)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of
its particular financial situation, an investment in the Notes and the impact the Notes will have on its overall
investment portfolio;
(iii)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes, including Notes [with principal or interest payable in one or more currencies, or] where the currency
for principal or interest payments is different from the potential investor's currency;
(iv)
understands thoroughly the terms of the Notes and is familiar with the behaviour of [any
relevant indices and] financial markets; and
(v)
is able to evaluate (either alone or with the help of a financial adviser) possible scenarios
for economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended, (the Securities Act) and are subject to U.S. tax law requirements. Subject to certain exceptions,
Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of,
U.S. persons (see "Subscription and Sale").
All references in this document to "U.S. dollars", "U.S.$" and "$" are to United States dollars, all
references to "Yen" and "Y" are to Japanese Yen and all references to "NOK" are to Norwegian Kroner. In

0012186-0005919 ICM:17022952.15
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addition, all references to "Sterling" and "£" refer to pounds sterling and to "euro" and "" refer to the
currency introduced at the start of the third stage of European economic and monetary union pursuant to the
Treaty on the Functioning of the European Union, as amended.
_________________________
TABLE OF CONTENTS

Overview of the Programme ................................. 6
Business Description of SpareBank 1
Risk Factors ......................................................... 12
Nord-Norge ............................................ 98
Documents Incorporated by Reference ............... 24
Business Description of SpareBank 1 SR-
Form of the Notes ................................................ 27
Bank ASA ............................................ 108
Applicable Final Terms ....................................... 30
Taxation ............................................................ 120
Applicable Pricing Supplement ........................... 41
Subscription and Sale ........................................ 124
Terms and Conditions of the Notes ..................... 52
General Information .......................................... 128
Use of Proceeds ................................................... 82
The SpareBank 1 Alliance ................................... 83

Business Description of SpareBank 1
SMN ....................................................... 85


_________________________
STABILISATION
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Managers(s)) in the applicable Final
Terms may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at
a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising
Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any
stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the
offer of the relevant Tranche of Notes is made and, if begun, may be ended at any time, but it must end no
later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the
date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment must be
conducted by the relevant Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising
Manager(s)) in accordance with the applicable laws and rules.

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OVERVIEW OF THE PROGRAMME
The following overview does not purport to be complete and is taken from, and is qualified in its
entirety by, the remainder of this Prospectus and, in relation to the terms and conditions of any particular
Tranche of Notes, the applicable Final Terms (or, in the case of Exempt Notes, the applicable Pricing
Supplement).
This Overview constitutes a general description of the Programme for the purposes of Article
22.5(3) of Commission Regulation (EC) No 809/2004 implementing the Prospectus Directive.
Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes"
shall have the same meanings in this Overview.

Issuers:
SpareBank 1 SMN

SpareBank 1 Nord-Norge

SpareBank 1 SR-Bank ASA
Guarantor:
None
Description:
Euro Medium Term Note Programme
Arranger:
Merrill Lynch International
Dealers:
Barclays Bank PLC

Commerzbank Aktiengesellschaft

HSBC Bank plc

J.P. Morgan Securities plc

Merrill Lynch International

Nordea Bank Danmark A/S

UBS Limited

and any other Dealers appointed in accordance with the Programme
Agreement.
Risk Factors:
There are certain factors that may affect the relevant Issuer's ability to
fulfil its obligations under Notes issued under the Programme. These are
set out under "Risk Factors" below and include "Risk Assessment",
"Risk Management", "Credit Risk", "Market Risk", "Liquidity Risk" and
"Operational Risk". In addition, there are certain factors which are
material for the purpose of assessing the market risks associated with
Notes issued under the Programme. These are set out under "Risk
Factors" and include the fact that the Notes may not be a suitable
investment for all investors, certain risks relating to the structure of
particular Series of Notes and certain market risks.
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") including
the following restrictions applicable at the date of this Prospectus.

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Notes having a maturity of less than one year

Notes having a maturity of less than one year will, if the issue proceeds
are accepted in the United Kingdom, constitute deposits for the purposes
of the prohibition on accepting deposits contained in section 19 of the
Financial Services and Markets Act 2000 (the "FSMA") unless they are
issued to a limited class of professional investors and have a
denomination of at least £100,000 or its equivalent (see "Subscription
and Sale").

Under Part II of the Prospectus Act 2005 on prospectuses for securities
which implements the Prospectus Directive, prospectuses for the
admission to trading of money market instruments having a maturity at
issue of less than 12 months and complying also with the definition of
securities are not subject to the approval provisions of Part II of such
Act. The approval of the Prospectus by the CSSF does not cover such
money market instruments with a maturity of less than twelve months.
Issuing and Principal Paying
Citibank, N.A., London Branch
Agent:
Paying Agent and Luxembourg Banque Internationale à Luxembourg SA
Listing Agent:
Programme Size:
Up to 7,500,000,000 (or its equivalent in other currencies calculated as
described in the Programme Agreement) outstanding at any time. The
Issuers 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:
Notes may be denominated in euro (as defined), Norwegian Kroner,
U.S. dollars, Yen, Sterling and, subject to any applicable legal or
regulatory restrictions, any other currency agreed between the relevant
Issuer and the relevant Dealer.
Maturities:
The Notes will have such maturities as may be agreed between the
relevant Issuer and the relevant Dealer, subject to such minimum or
maximum maturities as may be allowed or required from time to time by
the relevant central bank (or equivalent body) or any laws or regulations
applicable to the relevant Issuer or the relevant Specified Currency.
Unless otherwise permitted by then current laws, regulations and
directives, Dated Subordinated Notes will have a minimum maturity of
at least five years. Undated Subordinated Notes will not have a fixed
maturity.
Issue Price:
Notes may be issued on a fully-paid or, in the case of Exempt Notes, 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 form as described in "Form of the
Notes".

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Fixed Rate Notes:
Fixed interest will be payable on such date or dates as may be agreed
between the relevant Issuer and the relevant Dealer and on redemption,
and will be calculated on the basis of such Day Count Fraction as may
be agreed between the relevant Issuer and the relevant Dealer.
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 2006 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 the reference rate set out in the applicable Final
Terms (or, in the case of Exempt Notes, 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.
Floating Rate Notes may also have a maximum interest rate, a minimum
interest rate or both.

Interest on Floating Rate Notes in respect of each Interest Period, as
agreed prior to issue by the relevant Issuer and the relevant Dealer, 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
relevant Issuer and the relevant Dealer.
Zero Coupon Notes:
Zero Coupon Notes will be offered and sold at a discount to their
nominal amount and will not bear interest.
Exempt Notes:
Each Issuer may issue Exempt Notes which are Index Linked Notes,
Dual Currency Notes, Partly Paid Notes or Notes redeemable in one or
more instalments.
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.
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 may agree.
Partly Paid Notes: The Issuer may issue Notes in respect of which the
issue price is paid in separate instalments in such amounts and on such
dates as the Issuer and the relevant Dealer may agree.

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Notes redeemable in instalments: The Issuer may issue Notes which
may be redeemed in separate instalments in such amounts and on such
dates as the Issuer and the relevant Dealer may agree.

The Issuer may agree with any Dealer that Exempt Notes may be issued
in a form not contemplated by the Terms and Conditions of the Notes, in
which event the relevant provisions will be included in the applicable
Pricing Supplement.
Redemption:
In relation to Unsubordinated Notes and Dated Subordinated Notes, the
applicable Final Terms (or, in the case of Exempt 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) and will also indicate either that the relevant Notes cannot
be redeemed prior to their stated maturity (other than in the case of
Exempt Notes in specified instalments, 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
relevant Issuer (which, in respect of Dated Subordinated Notes, may not
take place prior to the fifth anniversary of the Issue Date) and/or the
Noteholders (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
Final Terms) to the Noteholders or the relevant Issuer, as the case may
be, on a date or dates specified prior to such stated maturity and at a
price or prices and on such other terms as may be agreed between the
relevant Issuer and the relevant Dealer.
Undated Subordinated Notes will have no scheduled maturity date and
the applicable Final Terms 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 Banking, Insurance and Securities Commission of the
Kingdom of Norway or such other agency of the Kingdom of Norway as
assumes or performs the functions as at the Issue Date performed by
such Commission (the "Commission").

Notes having a maturity of less than one year may be subject to
restrictions on their denomination and distribution (see "Certain
Restrictions: Notes having a maturity of less than one year" above).
Denomination of Notes:
Notes will be issued in such denominations as may be agreed between
the relevant Issuer and the relevant Dealer 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 having a maturity of less than one
year" above), and save that the minimum denomination of each Note
(other than an Exempt Note) will be 100,000 (or, if the Notes are

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9






denominated in a currency other than euro, the equivalent amount in
such currency)..
Taxation:
All payments in respect of the Notes will be made without deduction for
or on account of withholding taxes imposed by the Kingdom of Norway
as provided in Condition 8. In the event that any such deduction is made,
the relevant Issuer will, save in certain limited circumstances provided in
Condition 8, be required to pay additional amounts to cover the amounts
so deducted.
Cross Default:
The terms of the Unsubordinated Notes will contain a cross default
provision as further described in Condition 10.

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, subject to the provisions of Condition 3(c),
unsecured obligations of the relevant 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 relevant Issuer,
present and future, from time to time outstanding.
Status of the Dated
The Dated Subordinated Notes will constitute unsecured subordinated
Subordinated Notes:
obligations of the relevant Issuer, conditional 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 relevant Issuer by way of public administration, be subordinated in
right of payment only to the claims against that Issuer of all
unsubordinated creditors of that Issuer and to claims preferred under
Norwegian law generally.
Status of the Undated
The Undated Subordinated Notes will constitute undated and unsecured
Subordinated Notes:
subordinated obligations of the relevant Issuer, conditional as described
in Conditions 3(b) and 3(c), and will rank pari passu without any
preference among themselves and rank at least equally with Other Pari
Passu Claims 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 and payments of principal and interest in
respect of the Undated Subordinated Notes will be conditional upon the
relevant Issuer being Solvent at the time of payment by that Issuer and
no principal or interest shall be payable in respect of the Undated
Subordinated Notes except to the extent that the relevant Issuer could
make such payment in whole or in part, rateably with payments in
respect of Other Pari Passu Claims, and still be Solvent immediately
thereafter, all as set out in Condition 3(b).
Negative Pledge:
The terms of the Unsubordinated Notes will contain a negative pledge
provision as further described in Condition 4.

0012186-0005919 ICM:17022952.15
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