Bond ING Groep 0% ( XS2178670613 ) in USD

ING Groep

100 % ⇌

Netherlands

XS2178670613 ( in USD )

21/05/2025

Prospectus brochure of the bond ING Bank XS2178670613 en USD 0%, maturity 21/05/2025

1 000 000 USD

40 000 000 USD

ING Bank is a multinational banking and financial services corporation headquartered in Amsterdam, offering a wide range of banking products and services to individuals and businesses globally.

ING Bank issued a USD 40,000,000 zero-coupon bond (XS2178670613) maturing May 21, 2025, with a minimum trading size of USD 1,000,000 and a semi-annual payment frequency, currently trading at 100% of par.

ING Bank N.V.
(Incorporated in the Netherlands with its statutory seat in Amsterdam)
Securities Note for the issuance of Medium Term Notes and Inflation Linked Notes
constituting part of the base prospectus consisting of separate documents in relation to the Issuer's
25,000,000,000
Global Issuance Programme
Under the Global Issuance Programme (the "Programme"), ING Bank N.V. (the "Issuer", which expression shall include any Substituted Debtor (as
defined in Condition 17 of the Terms and Conditions of the Notes), "ING Bank" or the "Bank") may from time to time issue notes (the "Notes", as more fully
defined herein).
Together with the registration document of ING Bank dated 27 March 2020, as supplemented on 31 March 2020 and as further supplemented or replaced
from time to time (the "Registration Document"), this Securities Note forms part of the Issuer's base prospectus consisting of separate documents within the
meaning of Article 8(6) of Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation") (the Registration Document together with this Securities Note,
the "Prospectus").
This Securities Note has been drawn up in accordance with Annexes 14, 22 and 28 of the Commission Delegated Regulation (EU) 2019/980, as amended
and has been approved by the Netherlands Authority for the Financial Markets (the "AFM") in its capacity as competent authority under the Prospectus Regulation.
The AFM only approves this Securities Note as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus
Regulation. Such approval should not be considered as an endorsement of either the Issuer or the quality of the Notes that are the subject of this Securities
Note and investors should make their own assessment as to the suitability of investing in the Notes.
The Issuer has requested the AFM to notify the competent authorities in each of Belgium, France, Luxembourg and Poland providing it with a certificate of
approval attesting that the Prospectus consisting separate documents (i.e. this Securities Note and the Registration Document) has been drawn up in accordance with
the Prospectus Regulation (a "Notification"). The Issuer may from time to time request the AFM to provide to competent authorities of other member states of the
European Economic Area ("EEA") and the United Kingdom further Notifications concerning the approval of the Prospectus consisting of separate documents (i.e.
this Securities Note and the Registration Document).
Notes to be issued under the Programme during the period of twelve months from the date of this Securities Note, which are:
(a) offered to the public in the European Economic Area or the United Kingdom in circumstances which require the publication of a prospectus under the
Prospectus Regulation, whether or not such Notes are listed and admitted to trading on any market; or
(b) (i) admitted to trading on Euronext in Amsterdam, a regulated market of Euronext Amsterdam N.V. ("Euronext Amsterdam"); (ii) admitted to the
official list of the Luxembourg Stock Exchange (the "Official List"); (iii) admitted to trading on the regulated market of the Luxembourg Stock Exchange (the
"Luxembourg Stock Exchange"); (iv) admitted to trading on the parallel market of the Warsaw Stock Exchange (Gielda Papierów Wartociowych w Warszawie
S.A.) ("Warsaw Stock Exchange"); (v) admitted to trading on the regulated market of Euronext Paris S.A. ("Euronext Paris"); (vi) admitted to trading on another
regulated market within the European Economic Area or (vii) admitted to trading on an unregulated market as defined under Directive 2014/65/EU of the European
Parliament and of the Council on markets in financial instruments, as amended from time to time ("MiFID II"),
are hereinafter referred to as "PR Notes". PR Notes may be issued in any denomination as agreed between the Issuer and the relevant Dealer(s) (as defined herein),
and any PR Notes which have a denomination of less than 100,000 (or its equivalent in any other currency) are referred to hereinafter as "Non-Exempt PR Notes"
and any PR Notes which have a denomination of at least 100,000 (or its equivalent in any other currency at the date of issue of the Notes) are referred to hereinafter
as "Exempt PR Notes".
The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any regulated market within the European Economic Area or the United
Kingdom and, where such Notes are, in addition, issued with a minimum denomination of at least 100,000 (or its equivalent in any other currency at the date of
issue of the Notes) or otherwise fall within an exemption from the requirement to publish a prospectus under the Prospectus Regulation, such Notes are hereinafter
referred to as "Exempt Notes".
The Issuer may from time to time issue PR Notes (which may be Non-Exempt PR Notes or Exempt PR Notes) and Exempt Notes.
The AFM has neither approved nor reviewed information contained in this Securities Note in connection with the issue of any Exempt Notes.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" of this Securities Note.
Amounts payable under the Notes may be calculated by reference to the Euro Interbank Offered Rate ("EURIBOR") which is provided by the European
Money Markets Institute ("EMMI"), London Interbank Offered Rate ("LIBOR") which is provided by the ICE Benchmark Administration Limited ("ICE"), or any
other benchmark, in each case as specified in the applicable Final Terms. As at the date of this Securities Note, each of ICE and EMMI are included the in register of
administrators and benchmarks established and maintained by the European Securities and Markets Authority ("ESMA") pursuant to Article 36 of the Benchmarks
Regulation (Regulation (EU) 2016/1011) (the "Benchmarks Regulation").
If a benchmark (other than EURIBOR or LIBOR) is specified in the applicable Final Terms, the applicable Final Terms will indicate whether or not the
benchmark is provided by an administrator included in the register of administrators and benchmarks established and maintained by ESMA pursuant to Article 36 of
the Benchmarks Regulation.
The registration status of any administrator under the Benchmarks Regulation is a matter of public record and, save where required by applicable law, the
Issuer does not intend to update the Securities Note or any applicable Final Terms to reflect any change in the registration status of the administrator.
The Notes can be of a speculative nature and an investment in the Notes involves certain risks. Prospective investors should have regard to the risks
described under the section entitled "Risk Factors" in this Securities Note, which, together with the section entitled "Risk Factors" included in the Registration
Document, contains all material risks currently known to the Issuer. There may be other (material) risks which are currently not known to the Issuer. Prior to
any decision to invest in the Notes, prospective investors should have regard to the risks described under the section entitled "Risk Factors" in this Securities
Note and should seek independent professional advice.
Tranches of Notes to be issued under the Programme may be rated or unrated. Where a Tranche of Notes issued under the Programme is to be rated, such

rating will not necessarily be the same as the relevant rating assigned to the Notes already issued. Where a Tranche of Notes is rated, the applicable rating(s) will be
specified in the relevant Final Terms. Whether or not a rating in relation to any Tranche of Notes will be treated as having been issued by a credit rating agency
established in the European Union or the United Kingdom and registered under Regulation (EC) No 1060/2009 on credit rating agencies (the "CRA Regulation")
will be disclosed in the relevant Final Terms. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or
withdrawal at any time by the assigning rating agency.
The Prospectus is valid for 12 months after the approval of this Securities Note in relation to PR Notes. The obligation by the Issuer to supplement the
Prospectus in the event of significant new factors, material mistakes or material inaccuracies does not apply when the Prospectus is no longer valid.
Any decision to purchase the Notes should be made on a consideration of the Prospectus as a whole (comprising this Securities Note and the
Registration Document) and including the relevant Final Terms.
Arranger
ING
SECURITIES NOTE (LEVEL 1)
Dated 12 May 2020

TABLE OF CONTENTS
Section
Page
TABLE OF CONTENTS .................................................................................................................................... 3
OVERVIEW OF THE PROGRAMME ............................................................................................................... 4
RISK FACTORS ............................................................................................................................................... 23
IMPORTANT NOTICES .................................................................................................................................. 32
DOCUMENTS AVAILABLE FOR INSPECTION ........................................................................................... 45
NOMINAL AMOUNT OF THE PROGRAMME ............................................................................................. 46
FORM OF THE NOTES ................................................................................................................................... 47
DTC INFORMATION REGISTERED NOTES ISSUED BY THE ISSUER ................................................ 54
GENERAL TERMS AND CONDITIONS OF THE NOTES ........................................................................... 56
TERMS AND CONDITIONS OF INFLATION LINKED NOTES................................................................ 128
FORM OF FINAL TERMS OF THE NOTES ................................................................................................ 146
USE OF PROCEEDS ...................................................................................................................................... 232
TAXATION ..................................................................................................................................................... 233
ERISA AND CERTAIN OTHER U.S. CONSIDERATIONS ......................................................................... 267
SUBSCRIPTION AND SALE ........................................................................................................................ 269
GENERAL INFORMATION .......................................................................................................................... 291
REGISTERED OFFICES................................................................................................................................ 294
3

OVERVIEW OF THE PROGRAMME
The following overview is qualified in its entirety by the more detailed information contained elsewhere in the
Prospectus. Capitalised terms used herein and not otherwise defined have the respective meanings given to
them in the "Terms and Conditions of the Notes" (the "Conditions").
Issuer:
ING Bank N.V.
Legal Entity Identifier (LEI) Number
3TK20IVIUJ8J3ZU0QE75
of the Issuer:
Programme:
Global Issuance Programme.
Under this 25,000,000,000 Global Issuance Programme, the
Issuer may from time to time issue Notes. These Notes may or
may not be listed on a stock exchange.
The applicable terms of any Notes will be determined by the
Issuer and, with respect to issues of Notes for which one or
more Dealers are appointed, the relevant Dealer(s) prior to the
issue of the Notes. Such terms will be set out in the General
Terms and Conditions of the Notes and/or the Inflation Linked
Conditions, as applicable, endorsed on, or incorporated by
reference into, the Notes, as modified and supplemented by the
applicable Final Terms attached to, or endorsed on, or
applicable to, such Notes, as more fully described in the
"General Terms and Conditions of the Notes" and/or the
"Terms and Conditions of the Inflation Linked Notes" section
of this Securities Note, as applicable.
Size:
Up to 25,000,000,000 (or its equivalent in other currencies
calculated as described herein) aggregate nominal amount of
Notes outstanding at any time. The Issuer may increase the
amount of the Programme.
Arranger:
ING Bank N.V.
Dealers:
ING Bank N.V. has been appointed as Dealer under the
Programme. One or more other Dealers may be appointed
under the Programme in respect of issues of Notes in the future
pursuant to the Programme Agreement (as defined in
"Subscription and Sale"). The Issuer may also issue Notes
directly to purchasers thereof.
Ratings:
Tranches of Notes issued under the Programme may be rated or
unrated. Where a Tranche of Notes is rated, such rating will be
specified in the applicable Final Terms. Where a Tranche of
Notes is rated, such rating will not necessarily be the same as
the ratings assigned to the Issuer, the Programme or any Notes
already issued. A credit 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.
4

Distribution:
The Issuer may from time to time issue PR Notes (which may
be Non-Exempt PR Notes or Exempt PR Notes) and Exempt
Notes.
Notes may be issued directly by the Issuer or through one or
more Dealers on a syndicated or non-syndicated basis. The
method of distribution of each Tranche will be stated in the
applicable Final Terms.
The Issuer shall act as Calculation Agent in respect of the Notes
unless another entity is so specified in the applicable Final
Terms.
Regulatory Matters:
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").
Selling and Transfer Restrictions:
There are selling and transfer restrictions in relation to issues of
Notes as described in "Subscription and Sale" below.
Issuing and Principal Paying Agent for
The Bank of New York Mellon, London Branch.
issues of Notes:
U.S. Paying Agent and Registrar for
The Bank of New York Mellon.
issues of Notes:
Registrar for issues of Finnish Notes:
Euroclear Finland.
Registrar for issues of Norwegian
VPS AS.
Notes:
Registrar for issues of Polish Notes:
Polish National Depository for Securities (Krajowy Depozyt
Papierów Wartociowych S.A.).
Registrar for issues of Swedish Notes:
Euroclear Sweden AB.
Currencies:
Subject to any applicable legal or regulatory restrictions, any
currency agreed between the Issuer and the relevant Dealer (if
any).
Maturities:
Such maturities as may be determined by the Issuer and the
relevant Dealer (if any), subject to such minimum or maximum
maturity 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 Issuer or the relevant Specified
Currency. Save as provided above, the Notes are not subject to
any maximum maturity.
Issue Price:
Notes may be issued at their nominal amount or at a discount or
premium to their nominal amount.
Form of Notes:
The Notes will be issued in bearer or registered form. The
forms of the Notes are described in further detail in "Form of
the Notes".
Initial Delivery of Notes:
On or before the issue date for each Tranche of bearer Notes, if
5

the relevant global Note is an NGN, the global Note will be
delivered to a Common Safekeeper for Euroclear and
Clearstream, Luxembourg. On or before the issue date for each
Tranche of bearer Notes, if the relevant global Note is not an
NGN, the global Note may (or, in the case of Notes listed on
the market of the Luxembourg Stock Exchange appearing on
the list of regulated markets issued by the European
Commission, shall) be deposited with a common depositary for
Euroclear and Clearstream, Luxembourg or with Clearstream,
Frankfurt. Global Notes relating to Notes that are not listed on
the Luxembourg Stock Exchange may also be deposited with
any other clearing system or may be delivered outside any
clearing system. Registered Notes that are to be credited to one
or more clearing systems on issue will be registered in the name
of nominees or a common nominee for such clearing systems.
Denomination of Notes:
Notes will be issued in such denominations as may be
determined by the Issuer and the relevant Dealer (if any) and as
specified in the applicable Final Terms, 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
regulatory authority) or any laws or regulations applicable to
the relevant Specified Currency.
Notes with a maturity of less than one
Notes having a maturity of less than one year will, if the
year:
proceeds of the issue 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, 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".
Taxation; no gross-up:
This Securities Note includes general summaries of certain tax
considerations relating to an investment in the Notes. See the
"Taxation" section of this Securities Note. Such summary may
not apply to a particular holder of Notes or to a particular issue
and does not cover all possible tax considerations. In addition,
the tax treatment may change before the maturity, exercise or
termination date of Notes. Any potential investor should consult
his own tax adviser for more information about the tax
consequences of acquiring, owning and disposing of Notes in
its particular circumstances.
The Notes will not contain any provision that would oblige the
Issuer to gross-up any amounts payable in respect of interest or
principal in the event of any withholding or deduction for or on
account of taxes levied in any jurisdiction. The Issuer may also
elect to redeem Notes if they would be required, on the
occasion of the next payment due in respect of the Notes, to
withhold or account for tax in respect of the Notes.
6

ERISA Considerations:
Unless otherwise stated in the applicable Final Terms,
Registered Notes issued pursuant to Rule 144A may be
acquired by employee benefit plans or other plans that are
subject to Title I of the U.S. Employee Retirement Income
Security Act of 1974, as amended ("ERISA") or Section 4975
of the U.S. Internal Revenue Code of 1986, as amended,
("Section 4975") and by any entities or arrangements whose
assets are treated for purposes of such provisions of law as
assets of any such plans (such plans, entities and arrangements,
"Benefit Plan Investors"); provided that such acquisition,
holding and disposition of the Notes will not constitute or result
in a non-exempt prohibited transaction under ERISA or Section
4975. None of the Issuer, the Arranger, the Dealers, or
Calculation Agent, or any employee, agent or representative
thereof is intended to be or be treated as a fiduciary or to
provide or undertake to provide investment advice within the
meaning of Section 3(21) of ERISA as to the acquisition,
holding or disposition of any Notes (or interest therein) by any
Benefit Plan Investor, including, without limitation, by reason
of the Securities Note or any supplement thereto, and each
purchaser and transferee of a Note will be deemed to have
made certain representations relating to ERISA and Section
4975. See "Certain ERISA and Other U.S. Considerations".
Cross-default of Notes:
No cross-default provision.
Negative Pledge:
No negative pledge provision.
Status of the Notes issued by the
Unless otherwise specified in the applicable Final Terms, the
Issuer:
Notes issued by the Issuer will be unsecured and
unsubordinated obligations of the Issuer and will rank pari
passu among themselves and equally with all other unsecured
and unsubordinated obligations of the Issuer from time to time
outstanding, save as otherwise provided by law.
Bail-In:
Reference is made to the section entitled "Risk Factors" in the
Registration Document (, including without limitation under the
heading "Risk Factors - Risks related to the regulation and
supervision of the Group - The Issuer is subject to the `Bank
Recovery and Resolution Directive' ("BRRD") among several
other bank recovery and resolution regimes that include
statutory write down and conversion as well as other powers,
which remains subject to significant uncertainties as to scope
and impact on it" and "Description of ING Bank N.V -
Regulation and Supervision - Bank Recovery and Resolution
Directive'.
Listing:
Notes may be: (i) admitted to trading on Euronext Amsterdam;
(ii) admitted to the Official List; (iii) admitted to trading on the
Luxembourg Stock Exchange; (iv) admitted to trading on the
Warsaw Stock Exchange; (v) admitted to trading on Euronext
7

Paris; (vi) admitted to trading on another regulated market as
defined under MiFID II; (vii) admitted to trading on an
unregulated market as defined under MiFID II; or (viii) unlisted
and not admitted to trading on any market.
Governing Law:
The applicable Final Terms and the Notes issued by the Issuer
will be governed by, and construed in accordance with, the laws
of the Netherlands.
TARN Redemption:
If "TARN Redemption" is specified as applicable in the
applicable Final Terms, the Notes shall be automatically
redeemed in whole, but not in part, prior to their specified
maturity if at any time the cumulative rate of interest on the
Notes since their issue date would become equal to or greater
than the target rate specified in the applicable Final Terms.
Variable Interest Rate Notes with a
The Issuer may issue Notes with variable interest rates. Such
multiplier or other leverage factor:
Variable Interest Rate Notes can include multipliers or other
leverage factors, or caps or floors, or any combination of those
features.
Fixed Rate Notes:
The Issuer may issue Fixed Rate Notes. Such Notes will bear
interest at a fixed Rate of Interest, which remains constant
during the life of the Notes.
Floating Rate Notes:
The Issuer may issue Floating Rate Notes. Such Notes will bear
interest at a floating Rate of Interest, which will be subject to
market fluctuations in interest rates. The floating Rate of
Interest at any time may be lower than the rates on other Notes.
Zero Coupon Notes:
The Issuer may issue Zero Coupon Notes. Such Notes will bear
no interest and an investor will receive no return on the Notes
until redemption.
Tailor-Made Interest Notes:
The Issuer may issue Tailor-Made Interest Notes. Such Notes
will bear interest at a variable Rate of Interest based upon an
Underlying Rate(t), which will be subject to market
fluctuations, and an Underlying Margin(t) as set out in the
applicable Final Terms, which may be less favourable than the
margin on floating rate securities issued by the Issuer that are
linked to the same reference rate as the Underlying Rate(t).
Step-up Interest Notes:
The Issuer may issue Step-Up Interest Notes. If "Fixed Rate
Period" is specified to apply in the applicable Final Terms, such
Notes will bear interest at a fixed rate of interest (being Rate of
Interest(Fixed)(t)) during any Interest Period(t) falling within
the Fixed Rate Interest Period.
The Notes will bear interest at a variable Rate of Interest during
any Variable Rate Interest Period, which increases periodically
during the life of the Notes by the Step-Up(t), as specified in
the applicable Final Terms (other than if such Variable Rate
Interest Period is the first Interest Period, for which the Notes
will bear interest at a fixed Rate of Interest).
8

Floater Interest Notes:
The Issuer may issue Floater Interest Notes. If "Fixed Rate
Period" is specified to apply in the applicable Final Terms, such
Notes will bear interest at a fixed rate of interest (being Rate of
Interest(Fixed)(t)) during any Interest Period(t) falling within
the Fixed Rate Interest Period.
The Notes will bear interest at a variable Rate of Interest during
any Variable Rate Interest Period, based upon an Underlying
Rate(t), which will be subject to market fluctuations, and an
Underlying Margin(t), as set out in the applicable Final Terms.
In calculating the Rate of Interest in respect of any Variable
Rate Interest Period, a Multiplier(t) is applied to the Underlying
Rate(t). The Multiplier(t) will be specified in the applicable
Final Terms.
The Rate of Interest in respect of any Variable Rate Interest
Period will be capped at the Cap(t), which is specified in the
applicable Final Terms.
Floater with Lock-In Interest Notes:
The Issuer may issue Floater with Lock-In Interest Notes. If
"Fixed Rate Period" is specified to apply in the applicable Final
Terms, such Notes will bear interest at a fixed rate of interest
(being Rate of Interest(Fixed)(t)) during any Interest Period(t)
falling within the Fixed Rate Interest Period.
The Notes will bear interest at a variable Rate of Interest during
any Variable Rate Interest Period, based (subject to the
Underlying Rate(t) for an Interest Payment Date(t) meeting the
Lock-In Criterion with respect to the Lock-In(t)) upon an
Underlying Rate(t), which will be subject to market
fluctuations, and an Underlying Margin(t), as specified in the
applicable Final Terms.
In calculating the Rate of Interest in respect of any Variable
Rate Interest Period (i) in respect of which the Underlying
Rate(t) does not meet the Lock-In Criterion with respect to the
Lock-In(t) (each as specified in the applicable Final Terms) and
(ii) where no previous Underlying Rate(t) has met the Lock-In
Criterion with respect to the Lock-In(t), a Multiplier(t) is
applied to the Underlying Rate(t) and such Rate of Interest is
capped at the Cap(t). Both the Multiplier(t) and the Cap(t) will
be specified in the applicable Final Terms.
If the Underlying Rate(t) meets the Lock-In Criterion with
respect to the Lock-In(t), then the Rate of Interest payable in
respect of such Interest Payment Date(t) and all subsequent
Interest Payment Dates, regardless of the Underlying Rate(t) on
such subsequent Interest Payment Dates, will be the Rate of
Interest(Lock-In)(t), as set out in the applicable Final Terms.
Reverse Floater Interest Notes:
The Issuer may issue Reverse Floater Interest Notes. If "Fixed
Rate Period" is specified to apply in the applicable Final Terms,
such Notes will bear interest at a fixed rate of interest (being
9

Rate of Interest(Fixed)(t)) during any Interest Period(t) falling
within the Fixed Rate Interest Period.
The Notes will bear interest at a variable Rate of Interest during
any Variable Rate Interest Period, equal to the Fix(t), as
specified in the applicable Final Terms, minus the Underlying
Rate(t) (multiplied by a Multiplier(t) specified in the applicable
Final Terms), which will be subject to market fluctuations.
The Rate of Interest in respect of any Variable Rate Interest
Period will be capped at the Cap(t), which is specified in the
applicable Final Terms.
Ratchet Floater Interest Notes:
The Issuer may issue Ratchet Floater Interest Notes. If "Fixed
Rate Period" is specified to apply in the applicable Final Terms,
such Notes will bear interest at a fixed Rate of
Interest(Fixed)(t) during any Interest Period(t) falling within the
Fixed Rate Interest Period.
"Ratchet Floor without Cap"
If the Final Terms specify that "Ratchet Floor without Cap" will
be applicable, the Notes will bear interest at a variable Rate of
Interest during any Variable Rate Interest Period. The Rate of
Interest in respect of an Interest Payment Date(t) will be the
greater of (i) the sum of (1) the product of (a) the Multiplier1(t)
and (b) the Rate of Interest in respect of the previous Interest
Payment Date(t) and (2) the Ratchet(t) (each as specified in the
applicable Final Terms) and (ii) the sum of (1) the product of
(a) the Multiplier2(t) and (b) the Underlying Rate(t) and (2) the
Underlying Margin(t) (each as specified in the applicable Final
Terms).
"Ratchet Floor with Cap"
If the Final Terms specify that "Ratchet Floor with Cap" will be
applicable, the Notes will bear interest at a variable Rate of
Interest during any Variable Rate Interest Period. The Rate of
Interest in respect of an Interest Payment Date(t) will be the
greater of (i) the sum of (1) the product of (a) the Multiplier1(t)
and (b) the Rate of Interest in respect of the previous Interest
Payment Date(t) and (2) the Ratchet(t) (each as specified in the
applicable Final Terms) and (ii) the sum of (1) the product of
(a) the Multiplier2(t) and (b) the Underlying Rate(t) and (2) the
Underlying Margin(t) (each as specified in the applicable Final
Terms). Such variable Rate of Interest will be capped at the
Cap(t), which is specified in the applicable Final Terms.
"Ratchet Cap without Floor"
If the Final Terms specify that "Ratchet Cap without Floor" will
be applicable, the Notes will bear interest at a variable Rate of
Interest during any Variable Rate Interest Period.
The Rate of Interest in respect of the first Interest Payment
Date(t) will be based upon an Underlying Rate(t) (multiplied by
10