Bond Central American Integration Bank 2.898% ( XS1397137610 ) in NOK

Issuer Central American Integration Bank
Market price refresh price now   100 %  ⇌ 
Country  Honduras
ISIN code  XS1397137610 ( in NOK )
Interest rate 2.898% per year ( payment 1 time a year)
Maturity 03/05/2028



Prospectus brochure of the bond Central American Bank for Economic Integration XS1397137610 en NOK 2.898%, maturity 03/05/2028


Minimal amount 1 000 000 NOK
Total amount 500 000 000 NOK
Next Coupon 03/05/2026 ( In 49 days )
Detailed description The Central American Bank for Economic Integration (CABEI) is a multilateral development bank that provides financing and technical assistance to its member countries in Central America, the Dominican Republic, and other Caribbean nations to promote economic integration and sustainable development.

Central American Bank for Economic Integration issued a NOK 500,000,000 bond (XS1397137610) maturing on 03/05/2028, with a 2.898% coupon rate, trading at 100% of par value, minimum lot size NOK 1,000,000, and paying interest annually.








BASE PROSPECTUS
US$4,000,000,000
Central American Bank for Economic Integration
Medium-Term Note Program
Under its Medium-Term Note Program (the "Program"), Central American Bank for Economic Integration
("CABEI") may from time to time issue its Medium-Term Notes (the "Notes") as specified in a supplement to this Base
Prospectus (a "Final Terms"). The aggregate principal amount of all Notes will not exceed US$4,000,000,000 (or the
equivalent thereof in other currencies or composite currencies), subject to increase.
The terms of the Notes, which in each case will be specified in a Final Terms, may differ from those described
herein. Notes may be denominated in U.S. dollars, Japanese ¥, euro, a currency of a Founding Member (as defined
below), or other currencies or composite currencies, as specified in the applicable Final Terms. If Notes are to be
denominated in a composite currency, the applicable Final Terms will establish the mechanism for determining the value
of such composite currency. Any date of payment or amount payable in respect of principal, interest or premium payable
on the Notes may be determined by reference to specified currency, security, commodity, interest rate and/or other indices
or formulas and/or other measures, instruments or events as specified in the relevant Final Terms. Subject to certain
exceptions, payments on the Notes will be made without deduction for, or on account of, any withholding taxes imposed
by or within the Founding Members. See "Terms and Conditions of the Notes--Additional Amounts".
Interest on fixed rate notes and floating rate notes will be payable on the dates specified in the applicable Final
Terms and at maturity. Zero coupon notes generally will not bear interest. Unless otherwise specified in the applicable
Final Terms, Notes will not be subject to redemption at the option of CABEI.
See "Investment Considerations" beginning on page 11 of this Base Prospectus for a discussion of certain
factors to be considered in connection with an investment in the Notes.
Application has been made to list the Notes issued under the Program on the Luxembourg Stock Exchange for
trading on the Euro MTF market. Notes issued under the Program may be listed on one or more stock exchanges or may
be unlisted as specified in the applicable Final Terms. This Base Prospectus replaces and supersedes the Base Prospectus
dated September 16, 2014. This Base Prospectus is valid for a period of one year (12 months) from the date hereof.
This Base Prospectus does not comprise a base prospectus for the purposes of Article 5(4) of the Prospectus
Directive 2003/71/EC (as amended). Pursuant to Article 1(2) (b) of the Prospectus Directive, no offer of the Notes will be
subject to the prospectus requirements of the Prospectus Directive as a result of CABEI's status as a public international
body of which one or more Member States of the European Economic Area is a member.
The Notes have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or
any state securities laws and are being offered and sold in the United States only to qualified institutional buyers within the
meaning of Rule 144A under the Securities Act and outside the United States in accordance with Regulation S under the
Securities Act. For a description of certain restrictions on transfers of the Notes, see "Terms and Conditions of the Notes",
"Offering and Sale" and "Notice to Investors".
Offers to purchase Notes may be solicited, on a reasonable efforts basis, from time to time on behalf of CABEI
by the Agents referred to in "Offering and Sale". Notes also may be sold to the Agents for their own account at negotiated
discounts or commissions for resale to other purchasers. CABEI reserves the right to sell Notes directly on its own behalf
in certain circumstances or to or through other brokers or dealers. CABEI reserves the right to withdraw, cancel or modify
the offering of the Notes contemplated hereby without notice. No termination date for the offering of the Notes has been
established. CABEI or any Agent may reject any offer made to or through it in whole or in part. See "Offering and Sale".
________________
August 24, 2015







You should rely only on the information contained or incorporated by reference in this Base Prospectus.
CABEI has not authorized anyone to provide you with different information. CABEI is not making an offer of the
Notes in any state where the offer is not permitted. You should not assume that the information contained in this
Base Prospectus is accurate as of any date other than the date on the front of this Base Prospectus.
___________________
TABLE OF CONTENTS
Page
NOTICE TO NEW HAMPSHIRE RESIDENTS .......................................................................................................... 3
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................................ 4
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES ............................................................. 5
FORWARD-LOOKING STATEMENTS ..................................................................................................................... 5
PRESENTATION OF FINANCIAL INFORMATION ................................................................................................ 5
SUMMARY .................................................................................................................................................................. 6
INVESTMENT CONSIDERATIONS ........................................................................................................................ 11
CENTRAL AMERICAN BANK FOR ECONOMIC INTEGRATION...................................................................... 12
LEGAL STATUS OF CABEI ..................................................................................................................................... 13
ADJUSTED RATIO OF EARNINGS TO FIXED CHARGES .................................................................................. 14
USE OF PROCEEDS .................................................................................................................................................. 15
CAPITALIZATION .................................................................................................................................................... 15
CAPITAL STRUCTURE ............................................................................................................................................ 16
SELECTED FINANCIAL INFORMATION .............................................................................................................. 20
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS .............................................................................................................................................. 24
BUSINESS .................................................................................................................................................................. 31
MANAGEMENT ........................................................................................................................................................ 50
TERMS AND CONDITIONS OF THE NOTES ........................................................................................................ 55
FORM OF FINAL TERMS ......................................................................................................................................... 77
CERTAIN PROVISIONS RELATING TO THE FORMS OF THE NOTES ............................................................. 81
LIMITATIONS ON ISSUANCE OF BEARER NOTES ............................................................................................ 87
IMPORTANT TAX CONSIDERATIONS ................................................................................................................. 88
OFFERING AND SALE ........................................................................................................................................... 101
NOTICE TO INVESTORS ....................................................................................................................................... 104
VALIDITY OF THE NOTES ................................................................................................................................... 106
INDEPENDENT AUDITORS .................................................................................................................................. 106
GENERAL INFORMATION .................................................................................................................................... 107
THE FOUNDING MEMBERS ................................................................................................................................. 108
INDEX TO FINANCIAL STATEMENTS ............................................................................................................... 111
___________________
CABEI has made all reasonable inquiries and confirms that, to the best of its knowledge, the information
contained herein with regard to CABEI and the Notes is true and accurate in all material respects and is not
misleading, that the opinions and intentions expressed in this Base Prospectus are honestly held and that there are no
other facts the omission of which would make this Base Prospectus as a whole or any of the information or the
expression of any of these opinions or intentions misleading. CABEI accepts responsibility accordingly.
This Base Prospectus has been prepared by CABEI solely for use in connection with the proposed offering
of the Notes.
The Agents make no representation or warranty, express or implied, as to the accuracy or completeness of
the information contained in this Base Prospectus. Nothing contained in this Base Prospectus is, or shall be relied

2



upon as, a promise or representation by the Agents as to the past or future. The Agents assume no responsibility for
the accuracy or completeness of any of the information contained herein (financial, legal or otherwise).
Neither the U.S. Securities and Exchange Commission, any state securities commission nor any other U.S.
regulatory authority, has approved or disapproved the Notes, nor have any of the foregoing authorities passed upon
or endorsed the merits of this offering or the accuracy or adequacy of this Base Prospectus. Any representation to
the contrary is a criminal offense.
In making an investment decision, prospective investors must rely on their own examination of CABEI and
the terms of the offering, including the merits and risks involved. Prospective investors should not construe
anything in this Base Prospectus as legal, business or tax advice. Each prospective investor should consult its own
advisors as needed to make its investment decision and to determine whether it is legally permitted to purchase the
securities under applicable legal investment or similar laws or regulations. Investors should be aware that they may
be required to bear the financial risks of this investment for an indefinite period of time.
This Base Prospectus contains summaries believed to be accurate with respect to certain documents, but
reference is made to the actual documents for complete information and all such summaries are qualified in their
entirety by such reference. Copies of documents referred to herein will be made available to prospective investors
upon request to CABEI or the Agents. CABEI accepts responsibility for the information contained in this Base
Prospectus and it takes the responsibility for the correct reproduction and extraction of the information.
The distribution of this Base Prospectus and the offering and sale of the Notes in certain jurisdictions may
be restricted by law. Persons into whose possession this Base Prospectus comes are required by CABEI and the
Agents to inform themselves about, and to observe, any such restrictions. For a further description of certain
restrictions on the offering and sale of the Notes, see "Terms and Conditions of Notes", "Offering and Sale" and
"Notice to Investors". This Base Prospectus does not constitute an offer of, or an invitation to purchase, any of the
Notes in any jurisdiction in which such offer or invitation would be unlawful.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER RSA 421-B 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 THE
STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 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.
NOTICE TO INVESTORS IN THE UNITED KINGDOM
This Base Prospectus, as completed by the final terms in relation thereto, is for distribution only to persons
who: (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order");
(ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.")
of the Financial Promotion Order; (iii) are outside the United Kingdom; or (iv) are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and
Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or
caused to be communicated (all such persons together being referred to as "relevant persons"). This Base
Prospectus is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant
persons. Any investment or investment activity to which this Base Prospectus relates, as completed by the Final
Terms in relation thereto, is available only to relevant persons and will be engaged in only with relevant persons.

3



NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA
This Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below may
apply, any offer of Notes in any Member State of the European Economic Area which has implemented the
Prospectus Directive (each, a "Relevant Member State"), will 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 in that Relevant Member State of
Notes which are the subject of an offering contemplated in this Base Prospectus as completed by a Final Terms may
only do so: (i) in circumstances in which no obligation arises for CABEI or any Agent 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, or (ii) if a prospectus for such offer has been approved by the
competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member
State and notified to the competent authority in that Relevant Member State and (in either case) published, all in
accordance with the Prospectus Directive, provided that any such prospectus has subsequently been completed by
final terms which specify that offers may be made other than pursuant to Article 3(2) of the Prospectus Directive in
that Relevant Member State, such offer is made in the period beginning and ending on the dates specified for such
purpose in such prospectus or final terms, as applicable, and CABEI has consented in writing to its use for the
purpose of such offer. Except to the extent sub-paragraph (ii) above may apply, neither CABEI nor any Agent have
authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an obligation arises
for CABEI or any Agent to publish or supplement a prospectus for such offer. The expression Prospectus Directive
means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent
implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant
Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents shall be deemed to be incorporated in, and to form part of, this Base Prospectus:
any interim financial statements of CABEI (whether audited or unaudited) that become publicly
available subsequent to the annual and interim financial statements included herein from time to time;
and
all amendments and supplements to this Base Prospectus prepared by CABEI from time to time and
filed with the Luxembourg Stock Exchange;
provided, however, that any statement contained in this Base Prospectus or in any of the documents incorporated by
reference in, and forming part of, this Base Prospectus shall be deemed to be modified or superseded for the purpose
of this Base Prospectus to the extent that a statement contained in any document subsequently incorporated by
reference modifies or supersedes such statement.
The documents incorporated by reference in, and forming part of, this Base Prospectus, except for future
filings, may be obtained free of charge at the offices of the Luxembourg listing and paying agent and are also
available through the Luxembourg Stock Exchange's website at http://www.bourse.lu. CABEI's audited financial
statements as of December 31, 2014 and December 31, 2013 are included in this Base Prospectus.
CABEI has undertaken, in connection with the listing of the Notes on the Luxembourg Stock Exchange,
that if there shall occur any adverse change in the business or financial position of CABEI or any change in the
information set out under "Terms and Conditions of the Notes" that is material in the context of issuance under the
Program, CABEI will prepare or procure the preparation of any amendment or supplement to this Base Prospectus
for use in connection with any subsequent issue by CABEI of Notes to be listed on the Luxembourg Stock
Exchange.

4



SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
As a multilateral organization, CABEI is a legal entity under public international law. The majority of its
assets and those of its governors, directors and executive officers, all of whom are non-residents of the United
States, are located outside the United States. As a result, it may be difficult or impossible for investors to effect
service of process within the United States on CABEI or on such persons with respect to matters arising under U.S.
federal securities laws, or to enforce in the Member Countries (as defined below) judgments obtained against
CABEI or such persons in U.S. courts, including actions predicated upon the civil liability provisions of such U.S.
federal securities laws. In the Member Countries, both recognition and enforcement of court judgments with respect
to civil liability provisions of U.S. federal securities laws are governed by local laws.
CABEI has appointed CT Corporation System as its authorized agent upon which process may be served in
any action instituted in any U.S. federal or state court having subject matter jurisdiction in the Borough of
Manhattan, The City of New York, arising out of or based upon the fiscal agency agreement governing the Notes.
See "Terms and Conditions of the Notes--Jurisdiction, Consent to Service and Enforceability".
FORWARD-LOOKING STATEMENTS
This Base Prospectus includes forward-looking statements. All statements other than statements of
historical fact included in this Base Prospectus, including statements regarding future events or prospects and certain
statements under the headings "Summary", "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Business" are forward-looking statements. Statements that include the words "aim",
"may", "will", "expect", "anticipate", "believe", "future", "continue", "hope", "estimate", "plan", "intend",
"should", "shall" or the negative or other variations thereof, as well as other statements regarding matters that are
not historical fact, are or may constitute forward-looking statements. CABEI has based these forward-looking
statements on management's current views with respect to future events and financial performance. These views
reflect the best judgment of CABEI's executives, but involve a number of risks and uncertainties which could cause
actual results to differ materially from those predicted in CABEI's forward-looking statements and from past results,
performance or achievements. Important factors that could cause CABEI's actual results to differ materially from
those in the forward-looking statements include, among others:
CABEI's business could be affected by future adverse economic or political conditions in the
Founding Members as well as in the Beneficiary Countries once such countries are eligible to
borrow from CABEI. See "Capital Structure-Non-Regional Members and Beneficiary Countries";
and
CABEI could be adversely affected by currency devaluations, exchange controls or any ratings
downgrade.
PRESENTATION OF FINANCIAL INFORMATION
CABEI's functional currency is the U.S. dollar. Transactions in currencies other than in U.S. dollars are
recorded at the effective exchange rates prevailing on the transaction date. Assets and liabilities denominated in
currencies other than in U.S. dollars are expressed in such currency using the prevailing exchange rates at the
balance sheet date. Net foreign currency gains and losses resulting from transactions denominated in currencies
other than in U.S. dollars are presented as other operating (expenses) income.
CABEI prepares its financial statements in conformity with accounting principles generally accepted in the
United States ("U.S. GAAP").
Figures set forth in this Base Prospectus may have been rounded. Accordingly, totals may not be the sum
of their components.



5



SUMMARY
The Notes will be offered from time to time in varying amounts and will have varying terms, which for each
Note will be described in the related Final Terms to this Base Prospectus and may differ from the terms described
herein. For each particular Note, the description of the Notes included in this Base Prospectus will be
supplemented, and to the extent inconsistent herewith will be superseded, by the description of such Note in the
applicable Final Terms.
Issuer ..................................................................
Central American Bank for Economic Integration.
Fiscal Agent, Registrar and Transfer Agent .......
Deutsche Bank Trust Company Americas.
New York Paying Agent .....................................
Deutsche Bank Trust Company Americas.
London Paying and Transfer Agent ....................
Deutsche Bank AG London.
Luxembourg Paying Agent and Transfer Agent
Deutsche Bank Luxembourg S.A.
Luxembourg Listing Agent .................................
Banque Internationale à Luxembourg, Société Anonyme.
Aggregate Amount .............................................
Not to exceed an aggregate initial principal amount of
US$4,000,000,000 (or the equivalent thereof in other currencies
or composite currencies), subject to increase by CABEI as
provided in the Fiscal Agency Agreement (as defined below).
Fiscal Agency Agreement...................................
The Notes will be issued under the Fiscal Agency Agreement,
dated as of April 2, 2003, as amended on March 8, 2007, April
15, 2009 and October 17, 2013 (the "Fiscal Agency
Agreement"), among CABEI and Deutsche Bank Trust
Company Americas, as Fiscal Agent, Registrar and Transfer
Agent and New York Paying Agent, Deutsche Bank
Luxembourg S.A., as Paying Agent and Transfer Agent in
Luxembourg, and Deutsche Bank AG London, as Paying Agent
and Transfer Agent in London.
The Offering .......................................................
Notes are being offered to non-U.S. persons (as defined in
Regulation S under the Securities Act) in offshore transactions in
reliance on Regulation S, and in the United States to qualified
institutional buyers in reliance on Rule 144A under the
Securities Act.
Minimum Denominations ...................................
Registered Notes (as herein defined) will be issued in minimum
denominations of US$10,000 and integral multiples of US$1,000
in excess thereof (or the equivalent thereof in a Specified
Currency, as defined below), or in such other denominations as
may be specified in the applicable Final Terms. Bearer Notes
(as herein defined) will be issued in denominations as specified
in the applicable Final Terms. Unless otherwise permitted by
then current laws, regulations and directives, Notes denominated
in Japanese ¥ will be in minimum denominations of ¥1,000,000.
Maturities ............................................................
Subject to compliance with all relevant laws, regulations and
directives, Notes may have any maturity as may be allowed or
required from time to time by the relevant central bank (or
equivalent body, however called) or any laws or regulations
applicable to the relevant currency or currencies.

6



Issue Price ...........................................................
Notes may be issued at their nominal amount or at a discount to
or premium to their nominal amount, as specified in the relevant
Final Terms.
Specified Currencies ...........................................
Notes may be denominated in U.S. dollars, Japanese ¥, euro, a
currency of a Founding Member, or any other currency or
composite currencies as may be specified in the applicable Final
Terms, subject in all cases to compliance with all applicable
legal and regulatory requirements as well as all applicable
requirements of the Luxembourg Stock Exchange.
Issuance in Series................................................
The Notes will be issued in series (each, a "Series"). The Notes
of each Series will have identical terms (except for the issue
date, the issue price or the first interest payment date), including,
but not limited to, terms with respect to currency, denomination,
interest, interest payment dates, and maturity.
Interest Rates and Other Terms ..........................
Interest, if any, will be paid at a fixed rate or at a floating rate
determined by reference to one or more Base Rates (as defined
below), which may be adjusted by a Spread and/or a Spread
Multiplier, as specified in the applicable Final Terms. Zero
Coupon Notes will be issued at a discount from the principal
amount payable at maturity thereof, and, unless otherwise
specified in the applicable Final Terms, holders of Zero Coupon
Notes will not receive periodic payments of interest thereon.
The Notes may also be issued as Indexed Notes, any date of
payment of which, and/or the principal of and any premium and
interest on which, may be determined by reference to specified
currency, security, commodity, interest rate and/or other indices
or formulas and/or other measures, instruments or events as
specified in the applicable Final Terms.
Interest Payments ................................................
Interest on Fixed Rate Notes and Floating Rate Notes will be
paid semi-annually on the dates set forth in the applicable Final
Terms and at maturity. Zero Coupon Notes generally will not
bear interest.
Taxation ..............................................................
Subject to certain limitations, all payments in respect of the
Notes will be made without deduction for, or on account of, any
withholding taxes imposed by or within the Founding Members,
as provided in the Notes, except as otherwise required by law.
Subject to specified exceptions and limitations, CABEI will pay
Additional Amounts in the event of the imposition of such taxes.
See "Terms and Conditions of the Notes--Additional Amounts".
Negative Pledge ..................................................
The Notes will have the benefit of a Negative Pledge as
described in "Terms and Conditions of the Notes--Negative
Pledge".
Redemption .........................................................
The Notes will not be redeemable at the option of CABEI prior
to maturity, except as otherwise specified in the applicable Final
Terms. The Notes will not be redeemable at the option of the
holders thereof, except as otherwise specified in the applicable
Final Terms.
Status of Notes ....................................................
The Notes will constitute general, direct, unconditional,
unsecured and unsubordinated obligations of CABEI and will
rank pari passu without any preference among themselves with

7



all other present and future unsecured and unsubordinated
indebtedness of CABEI. See "Terms and Conditions of the
Notes--Status".
Form, Denomination and Registration of Notes .
Notes may be issued in registered form, without interest coupons
("Registered Notes" or a "Registered Note"), or in bearer form,
with or without interest coupons ("Bearer Notes" or a "Bearer
Note").

Except as otherwise may be specified in the applicable Final
Terms, Bearer Notes will initially be represented only in the
form of one or more temporary Bearer Notes in global form
without interest coupons attached (each, a "Temporary Global
Bearer Note"), which will be deposited with a common
depositary in London for the accounts of Euroclear System
("Euroclear") and Clearstream Banking, société anonyme
("Clearstream, Luxembourg"). Interests in a Temporary Global
Bearer Note will be exchangeable, in whole or in part, for
interests in a permanent global Bearer Note (a "Global Note") on
or after the Exchange Date (as defined below) therefor, and after
the requisite certifications as to non-U.S. beneficial ownership
have been provided as described herein. Such certification will
also be required before any interest will be paid in respect of any
such beneficial interest. Interests in a Temporary Global Bearer
Note or Global Note will only be exchangeable for definitive
Bearer Notes if so specified in the relevant Final Terms and in
accordance with the terms of the relevant Temporary Global
Bearer Note or Global Note. See "Certain Provisions Relating to
the Forms of the Notes--Global Notes".

Except as otherwise may be specified in the applicable Final
Terms, Registered Notes of the same Series and of like tenor
sold in offshore transactions in reliance on Regulation S will be
represented by a Registered Note in global form (a "Regulation
S Global Note"), which will be deposited with a custodian for
and registered in the name of a nominee of The Depository Trust
Company ("DTC") in New York, New York or a common
depositary in London, in each case for the accounts of the
Euroclear and Clearstream, Luxembourg. Prior to the 40th day
after the completion of the distribution (as certified to the Fiscal
Agent by the relevant Agent) of Notes constituting an
identifiable tranche (the "Exchange Date"), beneficial interests
in the related Regulation S Global Note may be held only by
non-U.S. persons, unless transfer and delivery are made through
a Restricted Global Note (as defined below) of the same Series
and of like tenor in accordance with the requirements referred to
below.

Except as otherwise may be specified in the applicable Final
Terms, Registered Notes of the same Series and of like tenor that
are sold to a qualified institutional buyer within the meaning of
Rule 144A under the Securities Act will be represented by a
Registered Note in global form (a "Restricted Global Note"),
which will be deposited with a custodian for and registered in
the name of a nominee of DTC in New York, New York.

8




Euroclear, Clearstream, Luxembourg or DTC, as the case may
be, will credit the account of each of its participants with the
principal amount of Notes that are represented by a Regulation S
Global Note or a Restricted Global Note and are being
purchased by or through such participant. Beneficial interests in
any such Global Note will be shown on, and transfers thereof
will be effected only through, records maintained by DTC and
its participants, including Euroclear and Clearstream,
Luxembourg. Except in limited circumstances, definitive Notes
will not be issued in exchange for beneficial interests in any such
Global Note. See "Certain Provisions Relating to the Forms of
the Notes--Global Notes".

A holder of a beneficial interest in a Global Note deposited with
DTC that wishes to transfer such interest in reliance upon an
exemption from the registration requirements of the Securities
Act other than the exemption provided by Rule 144A,
Regulation S or Rule 144 (if available) may be required under
applicable DTC procedures to exchange such interest for a
definitive Note prior to transfer. In particular, under DTC
procedures currently in effect, DTC does not permit a holder of a
Note that is not a qualified institutional buyer as defined under
Rule 144A to hold its interest in a Restricted Global Note (as
defined below) through DTC.

Each Restricted Global Note will bear a Securities Act legend.
Neither any Restricted Global Note nor any beneficial interest
therein may be transferred except in compliance with the transfer
restrictions set forth in such legend. In addition, no beneficial
interest in a Restricted Global Note may be transferred to a
person that takes delivery thereof through a Regulation S Global
Note of the same Series and of like tenor unless the transferor
provides the Registrar (as named in "Terms and Conditions of
the Notes--General") with a written certification regarding
compliance with certain of such transfer restrictions. A transfer
of a beneficial interest in a Regulation S Global Note to a person
that takes delivery through a Restricted Global Note of the same
Series and of like tenor, if (but only if) made prior to the
applicable 40th day referred to above, also requires certification
as to compliance with certain transfer restrictions. See "Notice
to Investors", "Terms and Conditions of the Notes--Form,
Denomination and Registration" and "Offering and Sale".
Events of Default ................................................
For a description of certain events that will permit acceleration
of the principal of the Notes of a particular Series (together with
any interest and Additional Amounts accrued and unpaid
thereon), see "Terms and Conditions of the Notes--Default;
Acceleration of Maturity".
Settlement ...........................................................
Unless otherwise stated in the applicable Final Terms, settlement
for each sale of a Note will be made in immediately available
funds five Business Days (as defined below) after the applicable
trade date.
Governing Law ...................................................
The Notes will be governed by, and interpreted in accordance
with, the laws of the State of New York.

9



Selling Restrictions .............................................
There are restrictions on the sale of Notes and the distribution of
offering material in various jurisdictions. See "Offering and
Sale".
Transfer Restrictions ...........................................
There are restrictions on the transfer of Registered Notes sold
pursuant to Rule 144A or Regulation S under the Securities Act.
See "Notice to Investors".
Clearing Systems ................................................
Euroclear and Clearstream, Luxembourg for Bearer Notes;
Euroclear, Clearstream, Luxembourg and DTC for Registered
Notes; or any other clearing system as may be specified in the
relevant Final Terms.
Listing .................................................................
Application has been made to list the Notes issued under the
Program on the Luxembourg Stock Exchange for trading on the
Euro MTF market. Notes issued under the Program may be
listed on one or more stock exchanges or may be unlisted as
specified in the relevant Final Terms. This Base Prospectus is
valid for a period of one year (12 months) from the date hereof.
Final Terms .........................................................
Each particular issuance of Notes will be the subject of a Final
Terms that, for the purposes of that issuance only, supplements
the Terms and Conditions of the Notes and this Base Prospectus
and must be read in conjunction with this Base Prospectus. The
terms and conditions applicable to any particular issuance of
Notes are the Terms and Conditions of the Notes as
supplemented, amended or replaced by the relevant Final Terms.



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