Bond Swiss Credit 1.125% ( XS2345981802 ) in GBP

Swiss Credit

97.04 % ▲

Switzerland

XS2345981802 ( in GBP )

1.125% per year ( payment 1 time a year)

14/12/2025

Prospectus brochure of the bond Credit Suisse XS2345981802 en GBP 1.125%, maturity 14/12/2025

15/12/2025 ( In 205 days )

Credit Suisse was a global investment bank and financial services company headquartered in Zurich, Switzerland, that was acquired by UBS in March 2023 following a significant financial crisis.

The Bond issued by Swiss Credit ( Switzerland ) , in GBP, with the ISIN code XS2345981802, pays a coupon of 1.125% per year.
The coupons are paid 1 time per year and the Bond maturity is 14/12/2025

BASE PROSPECTUS

Credit Suisse AG
(incorporated with limited liability in Switzerland)
Euro Medium Term Note Programme
________________________________
Under this Euro Medium Term Note Programme (the Programme), Credit Suisse AG, acting through its Zurich head
office or its London, Tokyo, Singapore, Guernsey, Sydney or New York branch (each such branch, a Designated Branch) (CS
or the Issuer) may from time to time issue notes (the Notes) denominated in any currency agreed between the Issuer and the
relevant Dealer (as defined below).
Notes may be issued in bearer, registered or uncertificated form (respectively Bearer Notes, Registered Notes and
Uncertificated Notes).
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 CS (each a Dealer and together
the Dealers), which appointment may be for a specific issue or on an ongoing basis. References in this base prospectus (the
Base 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 subscribe such Notes.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks, see
``Risk Factors'' below.
This Base Prospectus has been approved as a base prospectus by the Commission de Surveillance du Secteur
Financier (the CSSF), as competent authority under Regulation (EU) 2017/1129 (the Prospectus Regulation). The CSSF only
approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the
Prospectus Regulation. Approval by the CSSF should not be considered as an endorsement of the Issuer or of the quality of the
Notes. Investors should make their own assessment as to the suitability of investing in the Notes. The CSSF assumes no
responsibility for the economic and financial soundness of the transactions contemplated by this Base Prospectus or the quality
or solvency of the Issuer in accordance with Article 6(4) of the Luxembourg Law on Prospectuses for Securities dated 16th July
2019.
Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted
to trading on the Luxembourg Stock Exchange's Regulated Market and to be listed on the Official List of the Luxembourg Stock
Exchange. References in this Base Prospectus to Notes being listed (and all related references) shall mean that, unless
otherwise specified in the applicable Final Terms (as defined below), such Notes have been admitted to trading on the
Luxembourg Stock Exchange's Regulated Market and have been listed on the Official List of the Luxembourg Stock Exchange.
The Luxembourg Stock Exchange's Regulated Market is a regulated market for the purposes of the Markets in Financial
Instruments Directive (Directive 2014/65/EU) (as amended, MiFID II). The CSSF is not the competent authority to approve
this document in relation to (i) the Swiss Global Notes and the Uncertificated Notes (as defined herein); and (ii) any
Notes listed or admitted to trading, as the case may be, on any market or stock exchange other than the Luxembourg
Stock Exchange's Regulated Market and the Official List of the Luxembourg Stock Exchange.
This Base Prospectus (as supplemented at the relevant time, if applicable) is valid for 12 months from its date in relation
to Notes which are to be admitted to trading on a regulated market in the European Economic Area (the EEA). For these purposes,
references(s) to the EEA include(s) the United Kingdom (the UK). The obligation to supplement this Base Prospectus in the event
of a significant new factor, material mistake or material inaccuracy does not apply when this Base Prospectus is no longer valid.
The requirement to publish a prospectus under the Prospectus Regulation only applies to Notes which are to be
admitted to trading on a regulated market in the EEA and/or offered to the public in the EEA other than in circumstances where
an exemption is available under Article 1(4) and/or 3(2) of the Prospectus Regulation (and for these purposes, references to the
EEA include the UK).
Notice of the aggregate principal 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" (the
Terms and Conditions)) of Notes will be set out in the final terms (the Final Terms) which, with respect to Notes to be admitted
to trading on the Luxembourg Stock Exchange's Regulated Market and listed on the Official List of the Luxembourg Stock
Exchange, will be filed with the CSSF or, in respect of Notes to be admitted to trading and listed on the SIX Swiss Exchange, will
be filed with SIX Exchange Regulation. 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).
The Programme provides that Notes may be listed and/or admitted to trading, as the case may be, on the Luxembourg
Stock Exchange, the SIX Swiss Exchange AG or on such other or further stock exchanges or markets as may be agreed between
the Issuer and the relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market.
CS has an issuer credit rating of A+ from S&P Global Ratings Europe Limited (S&P), a long-term issuer default rating
of A from Fitch Ratings Limited (Fitch) and an issuer rating of A1 from Moody's Deutschland GmbH (Moody's). With respect to
Notes having a maturity of one year or more, the Programme has been rated A+ by S&P, A by Fitch and A1 by Moody's.
S&P and Moody's are established in the European Union (EU). Fitch is established outside of the EU in the UK, where
EU law will continue to apply until the end of the transition period (currently scheduled to end on 31st December 2020). Each of
S & P, Fitch and Moody's are registered under Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation).
In general, and subject to certain exceptions (including the exception outlined below), EU regulated investors are
restricted from using a credit rating for regulatory purposes if such a credit rating is not issued by a credit rating agency established
in the EU and registered under the CRA Regulation unless the rating is provided by a credit rating agency operating in the EU

1

before 7th June 2010 which has submitted an application for registration in accordance with the CRA Regulation and such
registration is not refused.
As such, each of S&P, Fitch and Moody's is included in the list of credit rating agencies published by the European
Securities and Markets Authority (ESMA) on its website (at www.esma.europa.eu/page/List-registered-and-certified-CRAs) in
accordance with the CRA Regulation.
Notes issued under the Programme may be rated or unrated by any one or more of the rating agencies referred to
above. Where a Tranche of Notes is rated, such rating will be disclosed in the applicable Final Terms and will not necessarily be
the same as the rating assigned to the Programme by the relevant rating agency. 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.
Amounts payable under the Notes may be calculated by reference to certain reference rates, which may constitute
"benchmarks" under Regulation (EU) 2016/1011 (the Benchmarks Regulation). If any such reference rate does constitute such
a benchmark, the applicable Final Terms will, in the case of Notes to be admitted to trading on the Luxembourg Stock Exchange's
Regulated Market and listed on the Official List of the Luxembourg Stock Exchange, indicate whether or not the relevant
administrator thereof is included in the register of administrators and benchmarks established and maintained by ESMA pursuant
to Article 36 of the Benchmarks Regulation. Not every reference rate will fall within the scope of the Benchmarks Regulation.
Furthermore transitional provisions in the Benchmarks Regulation may have the result that the administrator of a particular
benchmark is not required to appear in the register of administrators and benchmarks at the date of the applicable Final Terms.
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 any Final Terms to reflect any change in the registration status
of an administrator. As at the date of this Base Prospectus: (i) ICE Benchmark Administration Limited (the administrator of LIBOR)
is included in the register of administrators and benchmarks; and (ii) the European Money Markets Institute (the administrator of
EURIBOR), ABS Benchmarks Administration Co Pte Ltd (the administrator of SIBOR), ASX Limited (the administrator of BBSW),
Thomson Reuters (the administrator of CDOR), The Hong Kong Treasury Markets Association (the administrator of CNH HIBOR
and HIBOR), New Zealand Financial Markets Association (the administrator of BKBM), Swedish Bankers' Association (the
administrator of STIBOR), Norske Finansielle Referanser AS (the administrator of NIBOR), The Bank of England (the
administrator of SONIA) and the Federal Reserve Bank of New York (the administrator of SOFR) are not included in such register
and, as far as the Issuer is aware, (i) under Article 2 of the Benchmarks Regulation, The Bank of England (the administrator of
SONIA) and the Federal Reserve of New York (the administrator of SOFR), are not required to obtain authorisation or registration,
and (ii) the transitional provisions in Article 51 of the Benchmarks Regulation apply, such that none of the other administrators
are currently required to obtain authorisation or registration (or, if located outside the EU and the UK, recognition, endorsement
or equivalence).

Credit Suisse
The date of this Base Prospectus is 22nd May 2020.

2

This Base Prospectus comprises a base prospectus in relation to the Issuer for the purposes of
Article 8 of the Prospectus Regulation.
The Issuer accepts responsibility for the information contained in this Base Prospectus and the
Final Terms for each Tranche of Notes issued under the Programme. To the best of the knowledge of the
Issuer the information contained in this Base Prospectus is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Copies of Final Terms will be available from the registered office of the Issuer and the specified
office set out below of each of the Paying Agents (as defined below).
This Base 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 Base Prospectus shall
be read and construed on the basis that such documents are incorporated by reference and form part of
this Base Prospectus.
Other than in relation to the documents which are deemed to be incorporated by reference (see
"Documents Incorporated by Reference"), the information on the websites to which this Base Prospectus
refers does not form part of this Base Prospectus and has not been scrutinised or approved by the CSSF.
Investors should consult the Issuer should they wish to obtain further information in respect of the
operation of any provision in the Terms and Conditions that references 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).
The Dealers have not verified the information contained herein. Additionally, 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 by reference in
this Base Prospectus or any other information provided by the Issuer in connection with the Programme.
No Dealer accepts any liability in relation to the information contained or incorporated by reference in this
Base Prospectus or any other information provided by the Issuer in connection with the Programme.
No person is or has been authorised by the Issuer to give any information or to make any
representation not contained in or not consistent with this Base 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 the Issuer or any of the Dealers.
Neither this Base Prospectus nor any other information supplied in connection with the
Programme or any Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should
be considered as a recommendation by the Issuer or any of the Dealers that any recipient of this Base
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 the
Issuer. Neither this Base 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 the Issuer or any of the Dealers
to any person to subscribe for or to purchase any Notes.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in
any circumstances imply that the information contained herein concerning the Issuer is correct at any time
subsequent to the date hereof or that any other information supplied in connection with the Programme is
correct as of any time subsequent to the date indicated in the document containing the same. The Dealers
expressly do not undertake to review the financial condition or affairs of the Issuer during the life of the
Programme or to advise any investor in the Notes of any information coming to their attention.
The Notes have not been and will not be registered under the United States Securities Act of 1933,
as amended (the Securities Act) and the Notes in bearer form are subject to U.S. tax law requirements.
Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States of
America (the U.S. or the United States) or to, or for the account or benefit of, U.S. persons (see the
"Subscription and Sale" section).

3

IMPORTANT EEA AND UK RETAIL INVESTORS If the Final Terms in respect of any Notes
includes a legend entitled "Prohibition of Sales to EEA and UK Retail Investors", such Notes are not
intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise
made available to any retail investor in the EEA or in the UK. For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii)
a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as
defined in the Prospectus Regulation. Consequently, no key information document required by Regulation
(EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or selling such Notes or otherwise
making them available to any retail investors in the EEA or in the UK will have been or will be prepared
and therefore offering or selling such Notes or otherwise making them available to any retail investor in
the EEA or in the UK may be unlawful under the PRIIPs Regulation.
MiFID II product governance / target market The Final Terms in respect of any Notes may
include a legend entitled "MiFID II product governance / target market" which will outline the target
market assessment in respect of such Notes and which channels for distribution of such Notes are
appropriate. Any person subsequently offering, selling or recommending such Notes (a distributor) should
take into consideration the target market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of such Notes (by either adopting
or refining the target market assessment) and determining appropriate distribution channels. A
determination will be made in relation to each issue about whether, for the purpose of the Product
Governance rules under EU Delegated Directive 2017/593 (the MiFID Product Governance Rules), any
Dealer subscribing for any such Notes is a manufacturer in respect of such Notes, but otherwise neither the
Arrangers nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of
the MiFID Product Governance Rules.
This Base Prospectus has been prepared on the basis that any Notes with a minimum denomination
of less than 100,000 (or equivalent in another currency) will (i) only be admitted to trading on an EEA
regulated market (as defined in MiFID II), or a specific segment of an EEA regulated market, to which
only qualified investors (as defined in the Prospectus Regulation) can have access (in which case such Notes
shall not be offered or sold to non-qualified investors) or (ii) only be offered to the public in an EEA Member
State pursuant to an exemption under Article 1(4) of the Prospectus Regulation (and for these purposes,
references to the EEA include the UK) (including Swiss Global Notes and Uncertificated Notes).
Product Classification pursuant to Section 309B of the Securities and Futures Act (Chapter 289 Of
Singapore) In connection with Section 309B of the Securities and Futures Act (Chapter 289) of Singapore
(as amended, the SFA) and the Securities and Futures (Capital Markets Products) Regulations 2018 of
Singapore (the CMP Regulations 2018), the applicable Final Terms in respect of any Notes may include a
legend entitled "Notification under Section 309B(1)(c) of the Securities and Futures Act (Chapter 289) of
Singapore" which will state the product classification of the Notes pursuant to section 309B(1) of the SFA.
The Issuer will make a determination in relation to each issue about the classification of the Notes being
offered for purposes of section 309B(1)(a) of the SFA. Any such legend included on the applicable Final
Terms will constitute notice to "relevant persons" for purposes of section 309B(1)(c) of the SFA. Unless
otherwise stated in the applicable Final Terms, all Notes shall be prescribed capital markets products (as
defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in the Monetary
Authority of Singapore (the MAS) Notice SFA 04-N12: Notice on the Sale of Investment Products and in
the MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
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 Base Prospectus 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;

4

(iii)
has sufficient financial resources and liquidity to bear all of the risks of an investment in
the Notes, including Notes where the currency for principal or interest payments is
different from the currency in which such potential investor's financial activities are
principally denominated;
(iv)
understands thoroughly the terms of the Notes;
(v)
understands thoroughly that certain events do not constitute events of default under the
Notes; and
(vi)
is able to evaluate possible scenarios for economic, interest rate and other factors that may
affect its investment and its ability to bear the applicable risks.
Legal investment considerations may restrict certain investments. The investment activities of
certain investors are subject to investment laws and regulations, or review or regulation by certain
authorities. Each potential investor should consult its legal advisers to determine whether and to what
extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for various types of
borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions
should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of
Notes under any applicable risk-based capital or similar rules.
In this Base Prospectus, all references to U.S. dollars, USD and U.S.$ refer to United States dollars, all
references to CHF refer to Swiss francs and all references to Renminbi and RMB are to the lawful currency of
People's Republic of China (the PRC) which for the purposes of this Base Prospectus excludes the Hong Kong
Special Administrative Region of the PRC, the Macao Special Administrative Region of the PRC and the Republic
of China (Taiwan).
References in this Base Prospectus to Agent shall mean (i) in the context of all Notes except Notes
represented on issue by a Swiss Global Note and Uncertificated Notes, BNP Paribas Securities Services,
Luxembourg Branch and (ii) in the context of all Notes represented on issue by a Swiss Global Note and
Uncertificated Notes, Credit Suisse AG.
____________________________
STABILISATION
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(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, stabilisation may not necessarily occur. 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 cease 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
Stabilisation Manager(s) (or person(s) acting on behalf of any Stabilisation Manager(s)) in accordance with all
applicable laws and rules.

5

TABLE OF CONTENTS

Page
Page
General Description of the Programme ................ 7
Terms and Conditions of the Notes ...................... 72
Risk Factors ........................................................ 11
Use of Proceeds ................................................. 109
Forward-Looking Statements .............................. 35
Credit Suisse AG................................................ 110
Documents Incorporated by Reference ................ 38
Taxation ............................................................. 132
Form of the Notes ................................................ 46
Subscription and Sale ......................................... 146
Final Terms .......................................................... 51
General Information ........................................... 153

6

GENERAL DESCRIPTION OF THE PROGRAMME
The following description does not purport to be complete and is taken from, and is qualified in its
entirety by the remainder of this Base Prospectus and, in relation to the terms and conditions of any particular
Tranche of Notes, the applicable Final Terms. The Issuer and any relevant Dealer may agree that Notes shall
be issued in a form other than that contemplated in the Terms and Conditions, in which event, in the case of
Notes which are to be admitted to trading on a regulated market in the European Economic Area, a further
prospectus or a supplement to this Base Prospectus will be published, as appropriate.
This Description constitutes a general description of the Programme for the purposes of Article 25(1) of
Commission Delegated Regulation (EU) No 2019/980.
Words and expressions defined in "Form of the Notes" and the Terms and Conditions shall have the same
meanings in this Description.
Issuer: ............................................
Credit Suisse AG, acting through its Zurich head office or a Designated
Branch, as indicated in the applicable Final Terms.
Designated Branch: .......................
If applicable, the London, Tokyo, Singapore, Guernsey, Sydney or New
York branch of Credit Suisse AG as indicated in the applicable Final
Terms.
Legal Entity Identifier (LEI): ......
Credit Suisse AG: ANGGYXNX0JLX3X63JN86.

Description: ...................................
Euro Medium Term Note Programme.
Arrangers: .....................................
Credit Suisse International and Credit Suisse Securities (Europe)
Limited.
Dealers: ..........................................
Credit Suisse International, Credit Suisse Securities (Europe) Limited
and any other Dealers appointed in accordance with the Programme
Agreement.
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 including the following restrictions
applicable at the date of this Base Prospectus.
Agent for Notes other than Notes
BNP Paribas Securities Services, Luxembourg Branch.
represented on issue by a Swiss
Global Note and Uncertificated
Notes: ...........................................
Agent/Swiss Agent for Notes
Credit Suisse AG, Zurich.
represented on issue by a Swiss
Global Note and Uncertificated
Notes: ...........................................
Registrar for Notes other than
BNP Paribas Securities Services, Luxembourg Branch.
Notes represented on issue by a
Swiss
Global
Note
and
Uncertificated Notes: ..................
Calculation Agent: ........................
Such person, if any, as is specified as such in the applicable Final Terms.
Luxembourg Listing Agent: .........
BNP Paribas Securities Services, Luxembourg Branch.
Programme Size: ...........................
The Programme is unlimited in amount.

7

Method of Issue: ............................
The Notes will be issued on a syndicated or non-syndicated basis. The
Notes will be issued in Series having one or more issue dates and on
terms otherwise identical (or identical other than in respect of the first
payment of interest), the Notes of each Series being intended to be
interchangeable with all other Notes of that Series. Each Series may be
issued in Tranches on the same or different issue dates. The specific
terms of each Tranche will be completed in the applicable Final Terms.
Currencies: ....................................
Subject to any applicable legal or regulatory restrictions, any currency
agreed between the Issuer and the relevant Dealer.
Maturities: .....................................
The Notes will have such maturities (if any) as may be agreed between
the 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 Issuer or the relevant Specified Currency.
Issue Price: ....................................
Notes may be issued on a fully-paid basis and at an issue price which is
at par or at a discount to, or premium over, par.
Form of Notes: ...............................
Notes will be issued in bearer form, registered form or uncertificated
form. The Issuer may issue Bearer Notes in either NGN or CGN form
or, in the case of Bearer Notes (i) which will be admitted to trading and
listed on the SIX Swiss Exchange only or (ii) denominated in Swiss
francs (Swiss Notes), in the form of a permanent Global Note (Swiss
Global Note) which will be deposited with SIX SIS AG (SIS) or any
other intermediary in Switzerland recognised for such purposes by the
SIX Swiss Exchange (SIS or any such other intermediary, the
Intermediary). Registered Notes will not be exchangeable for Bearer
Notes and vice versa. Registered Notes may also be held under the NSS.
Swiss Notes may be issued in uncertificated form (Uncertificated
Notes), which will be entered into the main register (Hauptregister) of
the Intermediary. For so long as any Swiss Notes constitute
Intermediated Securities, they may only be transferred by the entry of
the transferred Swiss Notes in a securities account of the transferee. The
applicable Final Terms will specify whether individually certificated
Swiss Notes may be printed and delivered.
Fixed Rate Notes: ..........................
In the case of Fixed Rate Notes, fixed interest will be payable on such
date or dates as may be agreed between the 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 Issuer and the relevant Dealer.
Floating Rate Notes: .....................
Floating Rate Notes will bear interest at a rate determined:

(a)
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

(b)
on the basis of a Reference Rate set out in the applicable Final
Terms.

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.
Other provisions in relation to
Floating Rate Notes may also have a maximum interest rate, a minimum
Floating Rate Notes: ...................
interest rate or both.

8

Interest on Floating Rate Notes in respect of each Interest Period, as
agreed prior to issue by the 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 Issuer
and the relevant Dealer.
Fixed Rate/Floating Rate and
Fixed Rate/Floating Rate Notes will bear interest (a) on a fixed rate basis
Floating
Rate/Fixed
Rate
from (and including) the Issue Date to (but excluding) such date as may
Notes: ...........................................
be agreed between the Issuer and the relevant Dealer (in respect of which
period, see "Fixed Rate Notes" above) and (b) on a floating rate basis
from (and including) such date to (but excluding) the Maturity Date (in
respect of which period, see "Floating Rate Notes" and "Other
provisions in relation to Floating Rate Notes" above).
Floating Rate/Fixed Rate Notes will bear interest (a) on a floating rate
basis from (and including) the Issue Date to (but excluding) such date as
may be agreed between the Issuer and the relevant Dealer (in respect of
which period, see "Floating Rate Notes" and "Other provisions in
relation to Floating Rate Notes" above) and (b) on a fixed rate basis from
(and including) such date to (but excluding) the Maturity Date (in respect
of which period, see "Fixed Rate Notes" above).
Zero Coupon Notes: ......................
Zero Coupon Notes will be offered and sold at a discount to their
principal amount and will not bear interest.
Redemption: ..................................
The applicable Final Terms will indicate either that the relevant Notes
cannot be redeemed prior to any stated maturity (other than for taxation
reasons or following an Event of Default) or that such Notes will be
redeemable at the option of the Issuer upon the occurrence of certain
specified events and/or on specified dates upon giving notice to the
Noteholders, and/or at the option of the Noteholders upon giving notice
to the Issuer, in each case, on a date or dates specified prior to any such
stated maturity and at a price or prices (including, if Make-Whole
Redemption is specified as being applicable in the applicable Final
Terms, the specified Make-Whole Redemption Amount) and on such
other terms as may be agreed between the Issuer and the relevant Dealer.
Substitution: ..................................
The Issuer may at any time, without the consent of the Noteholders
change the branch through which payments under any Series of Notes
are made, and obligations fulfilled and rights exercised from the
Designated Branch to one of its other branches upon giving the requisite
notice to the Noteholders and provided that certain conditions are
fulfilled.
Denomination of Notes: ................
The Notes will be issued in such denominations as may be agreed
between the Issuer and the relevant Dealer save that the minimum
denomination of each Note will be such amount 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, and save that the minimum denomination of each Note will be
100,000 or, where it is a Note to be admitted to trading only on a
regulated market, or a specific segment of a regulated market, to which
only qualified investors (as defined in the Prospectus Regulation) have
access 1,000 (or, if the Notes are denominated in a currency other than
euro, the equivalent amount in such currency), or if the Notes are Swiss
Global Notes or Uncertificated Notes, CHF 5,000 or such other higher
amount specified in the applicable Final Terms.
Governing Law: ............................
The Notes and any non-contractual obligations arising out of or in
connection with the Notes will be governed by, and shall be construed
in accordance with, English law.

9

10