Obbligazione ING Group 4.125% ( XS0250306643 ) in EUR

Emittente ING Group
Prezzo di mercato 100 EUR  ▼ 
Paese  Paesi Bassi
Codice isin  XS0250306643 ( in EUR )
Tasso d'interesse 4.125% per anno ( pagato 1 volta l'anno)
Scadenza 11/04/2016 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione ING Groep XS0250306643 in EUR 4.125%, scaduta


Importo minimo 1 000 EUR
Importo totale 750 000 000 EUR
Descrizione dettagliata ING Groep è un gruppo bancario e finanziario olandese multinazionale che offre una vasta gamma di servizi finanziari a clienti privati e aziendali in tutto il mondo.

The Obbligazione issued by ING Group ( Netherlands ) , in EUR, with the ISIN code XS0250306643, pays a coupon of 4.125% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 11/04/2016







Base Prospectus dated 15 September 2008

ING Groep N.V.
(Incorporated in The Netherlands with its statutory seat in Amsterdam)
15,000,000,000
Programme for the Issuance of Debt Instruments
Under this 15,000,000,000 Programme for the Issuance of Debt Instruments (the "Programme"), ING Groep N.V. (the "Issuer", which expression shall include any
Substituted Debtor (as defined in Condition 16 of the Terms and Conditions of the Notes), or "ING" or "ING Group") may from time to time issue notes (the
"Notes", which expression shall include Senior Notes and Subordinated Notes (each as defined below)) and ING perpetual hybrid capital securities (the "Capital
Securities" and, together with the Notes, the "Instruments") denominated in any currency determined by the Issuer and the relevant Dealer (as defined below).
Subject as set out herein, the Instruments will be 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 (as defined herein). The maximum aggregate
nominal amount of all Instruments from time to time outstanding will not exceed 15,000,000,000 (or its equivalent in other currencies calculated as described
herein).
The Notes will not contain any provision that would oblige the Issuer to gross-up any amounts payable thereunder in the event of any withholding or deduction for
or on account of taxes levied in any jurisdiction.
The Instruments will be issued on a continuing basis by the Issuer to the purchasers thereof, which may include any Dealers appointed under the Programme from
time to time, which appointment may be for a specific issue or on an ongoing basis (each a "Dealer" and together the "Dealers"). The Dealer or Dealers with whom
the Issuer agrees or proposes to agree on the issue of any Instruments is or are referred to as the "relevant Dealer" in respect of those Instruments.
This Base Prospectus was approved by the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten) (the "AFM") for the purposes of
Directive 2003/71/EC of the European Parliament and of the Council (the "Prospective Directive") on 15 September 2008. The Issuer has requested the AFM to
provide the competent authorities in Austria, Belgium, France, Germany, Greece, Ireland, Italy, Luxembourg, Portugal, Spain and the United Kingdom with a
certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive.
Application has been made for the Instruments to be issued under the Programme during the period of 12 months from the date of this Base Prospectus (i) to be

listed on Euronext Amsterdam by NYSE Euronext, a regulated market of Euronext Amsterdam N.V. ("Euronext Amsterdam") and on the Luxembourg Stock
Annex V, 6.1
Exchange and (ii) to be offered to the public in Austria, Belgium, France, Germany, Greece, Ireland, Italy, Luxembourg, The Netherlands, Portugal, Spain,
Switzerland and the United Kingdom. Instruments may be listed on such other or further stock exchange or stock exchanges as may be determined by the Issuer, and
may be offered to the public in other jurisdictions also, in each case subject to applicable laws. The Issuer may also issue unlisted and/or privately placed
Instruments. References in this Programme to Instruments being "listed" (and all related references) shall mean that such Instruments have been admitted to trading
and have been listed on Euronext Amsterdam and/or admitted to the official list of the Luxembourg Stock Exchange and admitted to trading on the Luxembourg
Stock Exchange's regulated market (as the case may be) or an other regulated market. The regulated markets of Euronext Amsterdam and the Luxembourg Stock

Exchange are regulated markets for the purposes of the Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments.
The Issuer has received a rating for senior debt under the Programme from Moody's Investors Service Limited ("Moody's") of Aa2, from Standard & Poor's
Ratings Services, a division of the McGraw Hill Companies Inc. ("Standard & Poor's"), of AA- and from Fitch Ratings Ltd. ("Fitch") of AA-. Obligations rated
"Aa" by Moody's are judged to be of high quality and are subject to very low credit risk (as published on www.moodys.com). An obligation rated "AA" by Standard
& Poor's differs from the highest-rated obligations only to a small degree. The obligor's capacity to meet its financial commitment on the obligation is very strong
(as published on www.standardandpoors.com). Obligations rated "AA" by Fitch denote expectations of very low credit risk. This rating indicates very strong
capacity for payment of financial commitments, which capacity is not significantly vulnerable to foreseeable events. Tranches (as defined herein) of Instruments
issued under the Programme may be rated or unrated. Where a Tranche of Instruments is to be rated, such rating will not necessarily be the same as any ratings
assigned to the Programme or to Instruments already issued. 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 Issuer may decide to issue Instruments in a form not contemplated by the Terms and Conditions of the Instruments herein. In such case a supplement to this
Base Prospectus, if appropriate, will be made available which will describe the form of such Instruments.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Base Prospectus.

Arranger

ING WHOLESALE BANKING
Dealer
ING WHOLESALE BANKING


In relation to each separate issue of Instruments, the issue price and the amount of such Instruments will be
determined, before filing of the relevant Final Terms (as defined below) of each issue, based on then
prevailing market conditions at the time of the issue of the Instruments, and will be set out in the relevant
Final Terms. The Final Terms will be provided to investors and filed with the relevant competent authority for
the purposes of the Prospectus Directive when any public offer of Instruments is made in the European
Economic Area (the "EEA") as soon as practicable and if possible in advance of the beginning of the offer.
Final Terms will (if applicable) specify the nature of the responsibility taken by the Issuer for any information
relating to an underlying index, other asset or other item(s) to which the Instruments may relate which is
contained in such Final Terms.
Notice of the aggregrate nominal amount of Instruments, interest (if any) payable in respect of Instruments,
the issue price of Instruments and any other terms and conditions not contained herein which are applicable to
each Tranche of Instruments will be set forth in the final terms (the "Final Terms") for the particular issue.
Instruments may be issued in bearer form and registered form. Each Tranche of Instruments in bearer form
will generally initially be represented by a temporary bearer global Instrument which (i) (if the global
Instrument is stated in the applicable Final Terms to be issued in new global note ("New Global Note" or
"NGN") form) will be delivered on or prior to the original issue date of the relevant Tranche to a common
safekeeper (the "Common Safekeeper") for Euroclear Bank S.A./N.V. ("Euroclear"), and Clearstream
Banking, société anonyme ("Clearstream, Luxembourg") or (ii) (if the global Instrument is not issued in NGN
form ("Classic Global Notes" or "CGNs")) will be deposited on the issue date thereof with a common
depositary (the "Common Depositary") on behalf of Euroclear and Clearstream, Luxembourg, with
Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V. ("Euroclear Netherlands") and/or any other
agreed clearing system, and which (in any such case) will be exchangeable, as specified in the applicable
Final Terms, for either a permanent bearer global Instrument or bearer Instruments in definitive form, in each
case upon certification as to non-U.S. beneficial ownership as required by U.S. Treasury regulations and
Regulation S ("Regulation S") under the United States Securities Act of 1933 as amended (the "Securities
Act"). A permanent bearer global Instrument will generally only be exchangeable for bearer Instruments in
definitive form in certain limited circumstances, unless otherwise specified in the applicable Final Terms, all
as further described in "Form of the Instruments" herein.
Unless otherwise provided with respect to a particular Series of Registered Instruments (as defined herein),
the Registered Instruments of each Tranche of such Series sold outside the United States in reliance on
Regulation S under the Securities Act, will be represented by a permanent global Instrument in registered
form, without interest coupons (a "Reg. S Global Instrument"), deposited with a custodian for, and registered
in the name of a nominee of, The Depository Trust Company ("DTC") for the accounts of Euroclear and
Clearstream, Luxembourg for the accounts of their respective participants. Prior to expiry of the period that
ends 40 days after completion of the distribution of each Tranche of Instruments, as certified by the relevant
Dealer, in the case of a non-syndicated issue, or the Lead Manager (if any), in the case of a syndicated issue
(the "Distribution Compliance Period"), beneficial interests in the Reg. S Global Instrument may not be
offered or sold to, or for the account or benefit of, a U.S. person (as defined in Regulation S) and may not be
held otherwise than through Euroclear and Clearstream, Luxembourg. The Registered Instruments of each
Tranche of such Series sold in private transactions to qualified institutional buyers within the meaning of Rule
144A under the Securities Act may only be issued as and will be represented by a restricted permanent global
Instrument in registered form, without interest coupons (a "Restricted Global Instrument", and, together with
a Reg. S Global Instrument, "Registered Global Instruments"), deposited with a custodian for, and registered
in the name of a nominee of, DTC. The Registered Instruments of each Tranche of such Series sold to
"accredited investors" (as defined in Rule 501(a) under the Securities Act) will be in definitive form,
registered in the name of the holder thereof. Registered Instruments in definitive form will be issued in

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exchange for interests in the Registered Global Instruments upon compliance with the procedures for
exchange as described in "Form of the Instruments" in the circumstances described in the relevant Final
Terms. Registered Instruments in definitive registered form from the date of issue may also be sold outside
the United States in reliance on Regulation S under the Securities Act.
This Base Prospectus is to be read in conjunction with any supplement and any Final Terms hereto and 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 into, and form part of, this Base Prospectus.
Switzerland: The Instruments being offered pursuant to this Base Prospectus do not represent units in
collective investment schemes. Accordingly, they have not been registered with the Swiss Federal
Banking Commission (the "FBC") as foreign investment funds, and are not subject to the supervision
of the FBC. Investors cannot invoke the protection conferred under the Swiss legislation applicable to
investment funds.


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Table of Contents
SUMMARY OF THE PROGRAMME .............................................................................................................. 5
RISK FACTORS .............................................................................................................................................. 13
OVERVIEW OF THE PROGRAMME............................................................................................................ 26
DOCUMENTS INCORPORATED BY REFERENCE.................................................................................... 33
NOMINAL AMOUNT OF THE PROGRAMME............................................................................................ 34
FORM OF THE INSTRUMENTS ................................................................................................................... 35
DTC INFORMATION -- REGISTERED INSTRUMENTS........................................................................... 41
TERMS AND CONDITIONS OF THE NOTES ............................................................................................. 43
FORM OF FINAL TERMS OF THE NOTES ................................................................................................. 71
TERMS AND CONDITIONS OF THE CAPITAL SECURITIES .................................................................. 88
FORM OF FINAL TERMS OF THE CAPITAL SECURITIES .................................................................... 121
PART A ­ CONTRACTUAL TERMS ........................................................................................................... 121
PART B ­ OTHER INFORMATION ............................................................................................................. 128
USE OF PROCEEDS..................................................................................................................................... 132
ING GROEP N.V............................................................................................................................................ 133
TAXATION .................................................................................................................................................... 155
SUBSCRIPTION AND SALE ....................................................................................................................... 190
GENERAL INFORMATION ......................................................................................................................... 202

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SUMMARY OF THE PROGRAMME
This summary must be read as an introduction to this Base Prospectus and any decision to invest in the
Instruments should be based on a consideration of the Base Prospectus as a whole, including the documents
incorporated by reference. Civil liability in respect of this summary, including any translation thereof, will
attach to the Issuer in any member state of the EEA ("Member State") in which the relevant provisions of the
Prospectus Directive have been implemented, but only if this summary is misleading, inaccurate or
inconsistent when read together with the other parts of this Base Prospectus. Where a claim relating to the
information contained in this Base Prospectus is brought before a court in such a Member State, the plaintiff
investor may, under the national legislation of that Member State, have to bear the costs of translating the
Base Prospectus before the legal proceedings are initiated.
Issuer
ING Groep N.V.

ING Groep N.V. is a global financial services company providing
banking, investments, life insurance and retirement services to 85 million
private, corporate and institutional clients in Europe, the United States,
Canada, Latin America, Asia and Australia. Originating from the
Netherlands, ING has a workforce of more than 130,000 people
worldwide.
Based on market capitalisation, ING Groep N.V. is one of the 20 largest

financial institutions worldwide (source: MSCI, Bloomberg, 8 July 2008).
ING Groep N.V. is a listed company and holds all shares of ING Bank
N.V. and ING Verzekeringen N.V., which are non-listed 100% subsidiaries
of ING Groep N.V.

Further information in relation to the Issuer is set out under "ING
Groep N.V.".
Instruments:
Instruments means Notes and Capital Securities, unless the context
requires otherwise.
General Risk Factors
(a) There are certain factors which are material for the purpose of
assessing the risks associated with an investment in Instruments
issued under the Programme. If a prospective investor does not have
sufficient knowledge and experience in financial, business and
investment matters to permit it to make such an assessment, the
investor should consult with its financial adviser prior to investing in
a particular issue of Instruments. Instruments may not be a suitable
investment for all investors. The Issuer, including any group
company, is acting solely in the capacity of an arm's length
contractual counterparty and not as a purchaser's financial adviser or
fiduciary in any transaction unless the Issuer has agreed to do so in
writing. Investors risk losing their entire investment or part of it if
the value of the Instruments does not move in the direction which
they anticipate. Some Instruments are complex financial instruments.
A potential investor should not invest in Instruments which are
complex financial instruments unless it has the expertise (either
alone or with a financial adviser) to evaluate how the Instruments
will perform under changing conditions, the resulting effects on the

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value of the Instruments and the impact this investment will have on
the potential investor's overall investment portfolio.
(b) If application is made to list Instruments on a stock exchange, there
can be no assurance that a secondary market for such Instruments
will develop or, if it does, that it will provide holders with liquidity
for the life of the Instruments.
(c) The Issuer's affiliates may engage in trading activities related to
interests underlying any Instruments, may act as underwriter in
connection with future offerings of shares or other securities related
to an issue of Instruments, or may act as financial adviser to certain
companies whose securities impact the return on Instruments. Such
activities could present certain conflicts of interest and could
adversely affect the value of such Instruments.

For more details of general risk factors affecting Instruments to be
issued under the Programme, see "Risk Factors -- General Risk
Factors".
Risk Factors Relating to the
(a) The Issuer is an integrated financial services company conducting
Issuer
business on a global basis. Volatility and strength of the economic,
business and capital markets environments specific to the geographic
regions in which the Issuer conducts its business and changes in such
factors may adversely affect the profitability of its insurance,
banking and asset management business.
(b) The life and non-life insurance and reinsurance business of the Issuer
are subject to losses from unforeseeable and/or catastrophic events.
The actual claims amount of the Issuer may exceed the established
reserves or the Issuer may experience an abrupt interruption of
activities, each of which could result in lower net profits and have an
adverse effect on its results of operations.
(c) The Issuer operates in highly regulated industries. Laws, regulations
and regulatory policies or the enforcement thereof that govern the
activities of its various business lines could have an effect on its
reputation, operations and net profits.
(d) Ongoing volatility in the financial markets has impacted and may
continue to impact the Issuer.
(e) The Issuer operates in highly competitive markets, including its
home market. The Issuer may therefore not be able to further
increase, or even maintain, its market share, which may have an
adverse effect on its results of operations.
(f) The Issuer has many counterparties with which it does business. The
inability of these counterparties to meet their financial obligations
could have an adverse effect on the Issuer's results of operations.
(g) The Issuer uses assumptions about factors to determine the insurance
provisions, deferred acquisition costs (DAC) and value of business
added (VOBA) and the use of different assumptions about these
factors may have an adverse impact on the Issuer's results of
operations.

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(h) The Issuer uses assumptions to model client behaviour for the
purpose of the Issuer's market risk calculations and the use of
different assumptions may have an adverse impact on the risk
figures.
(i) The Issuer operates in markets with less developed judiciary and
dispute resolution systems. Proceedings can therefore have an
adverse effect on its operations and net result.
(j) The Issuer is a financial services company and its group companies
are continually developing new financial products. These group
companies might be faced with claims that could have an adverse
effect on the Issuer's operations and net result, if clients'
expectations are not met.
(k) The Issuer's business may be negatively affected by adverse
publicity, regulatory actions or litigation with respect to the Issuer,
other well-known companies and the financial services industry
generally.
(l) As a holding company, the Issuer is dependent on the results of
operations of its subsidiaries to meet its obligations.

For more details of risk factors relating to the Issuer, see "Risk Factors
-- Risk Factors Relating to the Issuer".
Risk Factors Relating to the
(a) The Issuer will pay principal and interest on the Instruments in a
Instruments
specified currency. This presents certain risks relating to currency
conversions if an investor's financial activities are denominated
principally in a currency other than the specified currency.
(b) All payments to be made by the Issuer in respect of the Notes will be
made subject to any tax, duty, withholding or other payment which
may be required. Holders of Notes will not receive grossed-up
amounts to compensate for any such required reduction.
(c) An optional redemption feature in any Instrument may negatively
impact their market value. During any period when the Issuer may
elect to redeem Instruments, the market value of those Instruments
generally will not rise substantially above the price at which they can
be redeemed. Holders of Instruments subject to optional redemption
likely will not be able to invest their proceeds of redemption at such
an attractive rate of interest.
(d) The Issuer may issue Instruments with principal or interest
determined by reference to a particular index, inflation index
formula, currency exchange rate or other factor (each a "Relevant
Factor"). In addition, the Issuer may issue Dual Currency
Instruments with principal or interest payable in one or more
currencies which may be different from the currency in which the
Instruments are denominated. Potential investors should be aware
that:
(i)
the market price of such Instruments may be very volatile.
The market price of the Instruments at any time is likely to be
affected primarily by changes in the level of the Relevant

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Factor to which the Instruments are linked. It is impossible to
predict how the level of the Relevant Factor will vary over
time;
(ii)
such Instruments may involve interest rate risk, including the
risk of holders of the Instruments receiving no interest;
(iii)
payment of principal or interest may occur at a different time
or in a different currency than expected;
(iv)
they may lose all or a substantial portion of their principal;
(v)
a Relevant Factor may be subject to significant fluctuations
that may not correlate with changes in interest rates,
currencies, securities, indices or funds;
(vi)
if a Relevant Factor is applied to Instruments in conjunction
with a multiplier greater than one or contains some other
leverage factor, the effect of changes in the Relevant Factor
on principal or interest payable likely will be magnified; and
(vii) the timing of changes in a Relevant Factor may affect the
actual yield to investors, even if the average level is consistent
with their expectations. In general, the earlier the change in
the Relevant Factor, the greater the effect on yield;
(e) The Issuer may issue fixed rate Instruments. Investment in fixed rate
Instruments involves the risk that subsequent changes in market
interest rates may adversely affect the value of fixed rate
Instruments.
(f) The Issuer may issue partly-paid Instruments, where an investor pays
part of the purchase price for the Instruments on the issue date, and
the remainder on one or more subsequent dates. Potential purchasers
of such Instruments should understand that a failure by a holder of
Instruments to pay any portion of the purchase price when due may
trigger a redemption of all of the Instruments by the Issuer and may
cause such purchaser to lose all or part of its investment.
(g) The Issuer may issue Instruments under the Programme which are
subordinated to the extent described in Condition 3 of the Terms and
Conditions of the Notes or Conditions 2 and 3 of the Terms and
Conditions of the Capital Securities (such Instruments,
"Subordinated Instruments"). By virtue of such subordination,
payments to a holder of Subordinated Instruments will, in the events
described in the relevant Conditions only be made after, and any set-
off by a holder of Subordinated Instruments shall be excluded until,
all obligations of the Issuer resulting from higher ranking claims
with respect to the repayment of borrowed money and other
unsubordinated claims have been satisfied. A holder of Instruments
may therefore recover less than the holders of deposit liabilities or
the holders of other unsubordinated liabilities of the Issuer. Although
Subordinated Instruments may pay a higher rate of interest than

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comparable Instruments which are not subordinated, there is a real
risk that an investor in Subordinated Instruments will lose all or
some of his investment should the Issuer become insolvent.
(h) The conditions of the Instruments permit defined majorities at
meetings of Holders to bind all Holders, including Holders who did
not attend such meetings and Holders who voted in a manner
contrary to the majority in such meetings.
(i) The conditions of the Instruments are based on the law of the
Netherlands in effect as at the date of this Base Prospectus and may
be affected by judicial decisions or changes to such law or
administrative practice.

For more details on the risk factors relating to the Instruments the
Issuer may issue under the Programme, see "Risk Factors -- Risk
Factors Relating to the Instruments".
Additional Risk Factors
(a) Payments on the Capital Securities will be payable only if no
Relating to Capital
Mandatory Deferral Condition exists at the time of payment and as a
Securities
result of such payments no Mandatory Deferral Event would occur
immediately thereafter.
(b) If the Mandatory Deferral Condition is met, the Issuer will defer
relevant Payments (such term does not include principal) on the
Capital Securities. Interest on any such mandatorily deferred
Payment or part thereof will only accrue from the date that the
Mandatory Deferral Condition no longer exists to (but excluding) the
date on which the deferred Payment or part thereof and interest
thereon shall have been paid in full, but not for any period during
which the Mandatory Deferral Conditions exists.
(c) The Issuer may at its discretion elect to defer any Payment (such
term does not include principal) on the Capital Securities for any
period of time subject to limited exceptions as described in the Terms
and Conditions of the Capital Securities.
(d) The Issuer is under no obligation to satisfy deferred Payments (other
than as described in the Terms and Conditions of the Capital
Securities) but may elect to satisfy mandatorily or optionally
deferred Payments or part thereof if certain conditions are met. The
Issuer's willingness and ability to satisfy deferred Payments is
among others dependent upon its ability to issue Payment Securities.
(e) The Issuer has only a limited obligation to act to prevent Mandatory
Payment Events or Mandatory Partial Payment Events, and upon any
such Mandatory Payment Event or Mandatory Partial Payment
Event, the Issuer will have no obligation to satisfy previously
deferred Payments.
(f) During the existence of a Regulatory Deferral Event, the terms of the
Capital Securities will be automatically altered. See more particulary
described in Condition 6(e) of the Terms and Conditions of the
Capital Securities.
(g) The Issuer is under no obligation to redeem the Capital Securities at

9



any time and the Holders of the Capital Securities have no right to
call for their redemption.
(h) The Capital Securities constitute direct, unsecured, subordinated
securities of the Issuer and rank pari passu without any preference
among themselves. The rights and claims of the Holders under the
Capital Securities are subordinated to the claims of Senior Creditors
of the Issuer, present and future, and rank pari passu with the most
senior class of the Issuer's preference shares then outstanding and,
once all Outstanding Parity Instruments have been redeemed and
discharged in full, pari passu with the most junior class of the
Issuer's preference shares then provided for in its Articles of
Association.
(i) Upon the occurrence of certain specified tax or regulatory events, or
the exercise of an issuer call, the Capital Securities may be redeemed
at their Early Redemption Amount together with any Outstanding
Payments, or ­ in case of a tax event only ­ converted or exchanged.
(j) There is no restriction on the amount of debt which the Issuer may
issue which ranks senior to the Capital Securities or on the amount of
securities which the Issuer may issue which ranks pari passu with
the Capital Securities. The issue of any such debt or securities may
reduce the amount recoverable by Holders on a winding-up
(faillissement or vereffening na ontbinding) of the Issuer or may
increase the likelihood of a deferral of Payments under the Capital
Securities.
(k) The sole remedy against the Issuer available to the Trustee for the
Capital Securities or any Holder for recovery of amounts owing in
respect of any Payment or principal in respect of the Capital
Securities will be the institution of proceedings in the Netherlands
for the bankruptcy (faillissement) of the Issuer and/or proving
(indienen ter verificatie) in such bankruptcy.
(l) Subject to applicable law, no Holder may exercise or claim any right
of set-off in respect of any amount owed to it by the Issuer arising
under or in connection with the Capital Securities and each Holder
shall, by virtue of being the Holder of any Capital Security, be
deemed to have waived all such rights of set-off.
Programme
Programme for the Issuance of Debt Instruments.

Under its 15,000,000,000 Programme for the Issuance of Debt
Instruments, the Issuer may from time to time issue Notes and Capital
Securities. These Instruments may or may not be listed on a stock
exchange.

The applicable terms of any Instruments will be determined by the Issuer
and the relevant Dealer(s) prior to the issue of the Instruments. Such terms
will be set out in the Terms and Conditions of the Instruments endorsed
on, or incorporated by reference into, the Instruments, as modified and
supplemented by the applicable Final Terms attached to, or endorsed on,
or applicable to such Instruments, as more fully described in the "Terms

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