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PROSPECTUS
Société nationale des Chemins de fer belges/
Nationale Maatschappij der Belgische Spoorwegen
(Incorporated with limited liability in Belgium)
4,000,000,000
Euro Medium Term Note Programme
On 30th November, 1994, Société nationale des Chemins de fer belges/Nationale Maatschappij der Belgische Spoorwegen entered into a Euro
Medium Term Note Programme, as amended, supplemented and restated from time to time. This Prospectus supersedes any previous prospectus.
Any Notes issued under the Programme (as defined below) are issued subject to the provisions set out herein. This does not affect any Notes issued
prior to the date hereof.
Under this 4,000,000,000 Euro Medium Term Note Programme (the "Programme"), Société nationale des Chemins de fer
belges/Nationale Maatschappij der Belgische Spoorwegen (the "Issuer") may from time to time issue notes (the "Notes") denominated in euro,
Sterling, U.S. dollars, Yen or, subject to any applicable legal or regulatory restrictions, such other currencies as may be agreed between the Issuer
and the relevant Dealer(s).
The maximum aggregate nominal amount of all Notes from time to time outstanding will not exceed 4,000,000,000 (or its equivalent
in other currencies calculated as described herein), subject to increase as provided herein.
The Notes will be issued on a continuing basis to one or more of the Dealers specified on page 6 and any additional Dealer 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").
Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be listed on the Luxembourg
Stock Exchange. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and
any other terms and conditions not contained herein which are applicable to each Tranche (as defined on page 21) of Notes will be set forth in
a pricing supplement (the "Pricing Supplement") which, with respect to Notes to be listed on the Luxembourg Stock Exchange, will be delivered
to the Luxembourg Stock Exchange on or before the date of issue of the Notes of such Tranche.
The Programme provides that Notes may be listed on such other or further stock exchange(s) as may be agreed between the Issuer and
the relevant Dealer(s). The Issuer may also issue unlisted Notes.
The Notes may be cleared, at the option of the Issuer, either through the clearing system operated by the National Bank of Belgium or
any successor thereto (the "NBB") (the "X/N Clearing System") or directly through Euroclear Bank S.A./N.V. as operator of the Euroclear
System ("Euroclear") and/or Clearstream Banking, société anonyme ("Clearstream, Luxembourg"). Euroclear and Clearstream, Luxembourg
maintain accounts in the X/N Clearing System.
Notes to be cleared through the X/N Clearing System ("X/N Notes") must receive the approval of the NBB prior to issue, will be issued
in compliance with U.S. Treasury Regulation section 1.163-5(c)(2)(i)(C) (the "C Rules") and will be in dematerialised form only. X/N Notes will
not be exchangeable for bearer notes (whether in global or definitive form), notes payable to order or registered notes.
The Temporary or Permanent Global Note (as applicable) representing a Tranche of Notes to be cleared upon issue directly through
Euroclear and/or Clearstream, Luxembourg ("E/C Notes") will be deposited on the relevant Issue Date (as defined below) with a common
depositary for Euroclear and Clearstream, Luxembourg and will be exchangeable for definitive Notes, as specified in the applicable Pricing
Supplement, upon request or in the limited circumstances set out therein and as described in "Form of the Notes" below.
The Programme has been rated Aa1 by Moody's Investors Service, Inc. and AA+ by Standard & Poor's Ratings Services, a Division of
the McGraw-Hill Companies Inc. Tranches of Notes issued pursuant to the Programme may be rated or unrated. Where a Tranche of Notes is
rated, such rating will not necessarily be the same as the rating assigned to the Programme. 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 agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes
herein, in which event a supplementary Prospectus, if appropriate, will be made available which will describe the effect of the agreement reached
in relation to such Notes.
The Notes have not been and will not be registered under the United States Securities Act of 1933 and, except as described herein, may
not be offered, sold or delivered in the United States or to, or for the account of, any U.S. person, as defined herein. (See "Subscription and
Sale").
Arranger
Merrill Lynch International
Dealers
ABN AMRO
Barclays Capital
Citigroup
Deutsche Bank
Merrill Lynch International
SG Investment Banking
UBS Warburg
The date of this Prospectus is 23rd April, 2003.

The Issuer, having made all reasonable enquiries, confirms that this Prospectus contains all
information with respect to itself and the Notes to be issued by it which is material in the context of the
Programme, that the information contained in this Prospectus is true and accurate in all material respects
and is not misleading, that the opinions and intentions expressed in this Prospectus are honestly held and
that there are no other facts the omission of which would make any of such information or the expression
of any such opinions or intentions misleading. The Issuer accepts responsibility for the information
contained in this Prospectus. To the best of the knowledge and belief of the Issuer (having taken all
reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance
with the facts and does not omit anything likely to affect the import of such information.
With regard to X/N Notes, the Issuer accepts responsibility towards interested parties for any losses
which may occur as an immediate and direct result of the absence or incorrectness of any statements
required pursuant to Article 5 of the Belgian law of 22nd July, 1991 on treasury notes and certificates of
deposit (loi relative aux billets de trésorerie et aux certificats de dépôt/wet betreffende de thesauriebewijzen en
de depositobewijzen, hereinafter the "1991 Law") and pursuant to the provisions of Chapter II, Section 2 of
the Belgian royal decree of 14th October, 1991 on the same subject (the "1991 Royal Decree"). This
Prospectus is the "prospectus" referred to in Article 5 of the 1991 Law.
This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated
herein by reference (see "Documents Incorporated by Reference" below). This Prospectus shall be read and
construed on the basis that such documents are incorporated and form part of this Prospectus.
The Dealers have not separately verified the information contained herein. Accordingly, 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 in this Prospectus
or any other information provided by the Issuer in connection with the Programme or the Notes or their
distribution. The statements made in this paragraph are made without prejudice to the responsibility of the
Issuer under the Programme.
No person is or has been authorised to give any information or to make any representation not
contained in or not consistent with this Prospectus or any other information supplied in connection with the
Programme or the Notes and, if given or made, such information or representation must not be relied upon
as having been authorised by the Issuer or any of the Dealers.
Neither this Prospectus nor any other information supplied in connection with the Programme or the
Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a
recommendation or constituting an invitation or offer by the Issuer or any of the Dealers that any recipient
of this Prospectus or any other information supplied in connection with the Programme 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 Prospectus nor any other information supplied in connection with the Programme
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.
The delivery of this Prospectus does not at any time 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. Investors should review, inter alia, the most recent
financial statements, if any, of the Issuer when deciding whether or not to purchase any Notes.
The distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. The Issuer and the Dealers do not represent that this document may be lawfully distributed,
or that the Notes may be lawfully offered, in compliance with any applicable registration or other
requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any
responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the
Issuer or the Dealers which would permit a public offering of the Notes or distribution of this document in
2

any jurisdiction where action for that purpose is required. Accordingly, the Notes may not be offered or sold,
directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may be
distributed or published in any jurisdiction, except under circumstances that will result in compliance with
any applicable laws and regulations and the Dealers have represented that all offers and sales by them will
be made on the same terms. Persons into whose possession this Prospectus or any Notes come must inform
themselves about, and observe, any such restrictions. In particular, there are restrictions on the distribution
of this Prospectus and the offer or sale of Notes in the United States, the United Kingdom, Japan, France,
The Netherlands, Germany and Belgium (see "Subscription and Sale" below).
The Notes have not been and will not be registered under the United States Securities Act 1933, as
amended (the "Securities Act"), and are subject to certain U.S. tax law requirements. Subject to certain
exceptions, Notes may not be offered, sold or delivered within the United States or to U.S. persons (see
"Subscription and Sale" below).
All references in this document to "euro", "Euro", "EUR" and "" are to the currency introduced at
the start of the third stage of European economic and monetary union pursuant to the Treaty establishing
the European Union, as amended by the Treaty on European Union and as amended by the Treaty of
Amsterdam, those to "BEF" are to the currency of Belgium before the introduction of the euro, those to
"U.S. dollars", "U.S.$", "$" and "U.S. cent" are to the currency of the United States of America and those
to "Japanese Yen", "Yen" and "¥" are to the currency of Japan.
TABLE OF CONTENTS
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General Description of the Programme
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Summary of the Programme and the Terms and Conditions of the Notes
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Form of the Notes
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Form of Pricing Supplement
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Terms and Conditions of the Notes
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Use of Proceeds
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Description of the Issuer
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Summary Financial Information ..
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Capitalisation
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Belgian Taxation
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Subscription and Sale
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64
General Information ..
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67
In connection with the issue and distribution of any Tranche of Notes, the Dealer (if any) disclosed as
the stabilising manager in the applicable Pricing Supplement or any person acting for him may over-allot or
effect transactions with a view to supporting the market price of the Notes of the Series (as defined below) of
which such Tranche forms part at a level higher than that which might otherwise prevail for a limited period.
However, there may be no obligation on the stabilising manager or any agent of his to do this. Such stabilising,
if commenced, may be discontinued at any time. Such stabilising shall be in compliance with all relevant laws
and regulations.
3

DOCUMENTS INCORPORATED BY REFERENCE
The following documents shall be deemed to be incorporated in, and to form part of, this Prospectus:
(a) the publicly available audited annual financial statements of the Issuer for the most recent
financial period;
(b) the most recently available report describing the Issuer's activities and half-yearly results
prepared in accordance with Article 22 of the 1991 Royal Decree (in French and in Dutch); and
(c) all supplements to this Prospectus circulated by the Issuer from time to time in accordance with
the provisions of the Programme Agreement described below,
save that any statement contained herein or in a document which is incorporated by reference herein shall
be deemed to be modified or superseded for the purpose of this Prospectus to the extent that a statement
contained in any such subsequent document which is deemed to be incorporated by reference herein
modifies or supersedes such earlier statement (whether expressly, by implication or otherwise).
The Issuer will provide, without charge, to each person to whom a copy of this Prospectus has been
delivered, upon the oral or written request of such person, a copy of any or all of the documents deemed to
be incorporated herein by reference unless such documents have been modified or superseded as specified
above. Written or oral requests for such documents should be directed to the Issuer at its registered office
set out at the end of this Prospectus. In addition, such documents will be available free of charge from the
principal office in Luxembourg of Dexia Banque Internationale à Luxembourg (the "Listing Agent") for
Notes listed on the Luxembourg Stock Exchange.
The Issuer will, in connection with the listing of the Notes on the Luxembourg Stock Exchange, so
long as any Note remains outstanding and listed on such exchange, in the event of any material adverse
change in the financial condition of the Issuer which is not reflected in this Prospectus, prepare a further
supplement to this Prospectus or publish a new prospectus for use in connection with any subsequent issue
of Notes to be listed on the Luxembourg Stock Exchange.
If the terms of the Programme are modified or amended in a manner which would make this
Prospectus, as supplemented, inaccurate or misleading, a new prospectus will be prepared.
4

GENERAL DESCRIPTION OF THE PROGRAMME
Under the Programme, the Issuer may from time to time issue Notes denominated in euro, pounds
sterling, U.S. dollars, Yen and such other currencies as may be agreed between the Issuer and the relevant
Dealer(s), subject as set out herein.
Notes may be cleared, at the option of the Issuer, either through the X/N Clearing System or directly
through Euroclear and/or Clearstream, Luxembourg.
A summary of the terms and conditions of the Programme and the Notes appears below. The
applicable terms of any Notes will be agreed between the Issuer and the relevant Dealer(s) prior to the issue
of the Notes and will be set out in the Terms and Conditions of the Notes endorsed on, or incorporated by
reference into, the Notes, as modified and supplemented by the applicable Pricing Supplement for such
Notes, as more fully described under "Form of the Notes" below.
This Prospectus and any supplement will only be valid for listing Notes on the Luxembourg Stock
Exchange during the period of 12 months from the date of this Prospectus in an aggregate nominal amount
which, when added to the aggregate nominal amount then outstanding of all Notes previously or
simultaneously issued under the Programme, does not exceed 4,000,000,000 or its equivalent in other
currencies. For the purpose of calculating the euro equivalent of the aggregate nominal amount of Notes
issued under the Programme from time to time:
(a) the euro equivalent of Notes denominated in another Specified Currency (as specified in the
applicable Pricing Supplement in relation to the relevant Notes, described under "Form of the
Notes") shall be determined, at the discretion of the Issuer, either as of the date on which
agreement is reached for the issue of such Notes (the "Agreement Date") or on the preceding day
on which commercial banks and foreign exchange markets are open for business in London, in
each case on the basis of the spot rate for the sale of the euro against the purchase of such
Specified Currency in the London foreign exchange market quoted by any leading bank selected
by the Issuer on the relevant day of calculation;
(b) the euro equivalent of Dual Currency Notes, Index Linked Notes and Partly Paid Notes (each
as specified in the applicable Pricing Supplement in relation to the relevant Notes, described
under "Form of the Notes") shall be calculated in the manner specified above by reference to the
original nominal amount on issue of such Notes (in the case of Partly Paid Notes regardless of
the subscription price paid); and
(c) the euro equivalent of Zero Coupon Notes (as specified in the applicable Pricing Supplement in
relation to the relevant Notes, described under "Form of the Notes") and other Notes issued at
a discount or premium shall be calculated in the manner specified above by reference to the net
proceeds received by the Issuer for the relevant issue.
5

SUMMARY OF THE PROGRAMME AND TERMS AND CONDITIONS OF THE NOTES
The following summary does not purport to be complete and is taken from, and is qualified in its
entirety by, the remainder of this Prospectus and, in relation to the terms and conditions of any particular
Tranche of Notes, the applicable Pricing Supplement. Words and expressions defined in "Form of the
Notes" and "Terms and Conditions of the Notes" below shall have the same meanings in this summary.
Issuer:
Société nationale des Chemins de fer belges/Nationale Maatschappij der
Belgische Spoorwegen
Description:
Euro Medium Term Note Programme
Arranger:
Merrill Lynch International
Dealers:
ABN AMRO Bank N.V.
Barclays Bank PLC
Citigroup Global Markets Limited
Deutsche Bank AG London
Merrill Lynch International
Société Générale
UBS Limited
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" on page 62).
Issuing and Paying Agent
(for Notes cleared through
Euroclear or Clearstream,
Luxembourg):
Dexia Banque Internationale à Luxembourg
Domiciliary Agent
(for Notes cleared through
the X/N Clearing System):
Dexia Bank Belgium SA/NV(1)
Size:
Up to 4,000,000,000 (or its equivalent in other currencies calculated as
described herein) outstanding at any time. The Issuer may increase the
amount of the Programme in accordance with the terms of the
Programme Agreement.
Distribution:
Notes may be distributed by way of private or public placement (subject
to applicable laws and regulations) and in each case on a syndicated or
non-syndicated basis.
Currencies:
Subject to any applicable legal or regulatory restrictions, such currencies
as may be agreed between the Issuer and the relevant Dealers(s), including
without limitation, euro, pounds sterling, U.S. dollars and Yen.
Maturities:
Such maturities as may be agreed between the Issuer and the relevant
Dealer(s) and as indicated in the applicable Pricing Supplement, 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 or a partly-paid basis and at an issue
price which is at par or at a discount to, or premium over, par.
(1) Following a merger with Dexia Bank Belgium, Artesia Banking Corporation has changed its name to Dexia Bank Belgium.
6

Form of Notes:
E/C Notes will be in bearer form and will be represented upon issuance
either by a Temporary Global Note, which will be exchangeable either for
(i) interests in a Permanent Global Note or (ii) for definitive Notes, as
indicated in the applicable Pricing Supplement or, where so specified in the
applicable Pricing Supplement, by a Permanent Global Note. A
Permanent Global Note will be exchangeable for definitive Notes upon
either (i) not less than 60 days' written notice from Euroclear and/or
Clearstream, Luxembourg (acting on the instructions of any holder of an
interest in such Permanent Global Note) to the Agent as described therein
or (ii) (to the extent required by Royal Decrees exempting E/C Notes from
interest withholding tax, as described below) only upon the occurrence of
an applicable Exchange Event as described under "Form of the Notes", in
each case as specified in the applicable Pricing Supplement. Any interests
in such a Permanent Global Note will be transferable only in accordance
with the rules and procedures of Euroclear or Clearstream, Luxembourg,
as the case may be, in effect at the time of such transfer.
The Issuer does not propose to issue E/C Notes until such time as a Royal
Decree is in place exempting certain classes of investors holding E/C Notes
("Exempt Investors") from Belgian interest withholding tax see
"Taxation" below.
X/N Notes will be issued in the form of dematerialised notes (billets de
trésorerie/thesauriebewijzen) under the 1991 Law. They will be represented by
book entries in the records of the X/N Clearing System, and will not be
represented by physical certificates or exchangeable for bearer notes, notes
payable to order or registered notes. Euroclear and Clearstream,
Luxembourg maintain accounts with the X/N Clearing System.
Fixed Rate Notes:
Fixed interest will be payable on such date or dates as may be agreed
between the Issuer and the relevant Dealer(s) (as indicated in the
applicable Pricing Supplement) 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 on either:
(i)
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 2000 ISDA Definitions (as published by
the International Swaps and Derivatives Association, Inc., and as
amended and updated as at the Issue Date of the first Tranche of the
Notes of the relevant Series); or
(ii) on the basis of a reference rate appearing on the agreed screen page
of a commercial quotation service; or
(iii) on such other basis as may be agreed between the Issuer and the
relevant Dealer(s) (as indicated in the applicable Pricing Supplement).
The Margin (if any) relating to such floating rate will be agreed between the
Issuer and the relevant Dealer(s) for each Series of Floating Rate Notes.
Index Linked Notes:
Payments of principal in respect of Index Linked Redemption Notes or of
interest in respect of Index Linked Interest Notes will be calculated by
reference to such index and/or formula or to changes in the prices of
securities or commodities or to such other factors as the Issuer and the
relevant Dealer(s) may agree (as indicated in the applicable Pricing
Supplement).
For so long as Index Linked Notes may not be cleared through the X/N
Clearing System, such Notes will not be issued unless they are cleared
directly through Euroclear and/or Clearstream, Luxembourg.
7

Other provisions in relation
Floating Rate Notes and Index Linked Interest Notes may also have a
Floating Rate Notes and
maximum interest rate, a minimum interest rate or both.
Index Linked Interest Notes:
Interest on Floating Rate Notes and Index Linked Interest Notes in
respect of each Interest Period, as selected prior to issue by the Issuer and
the relevant Dealer(s), 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 Dealers.
Dual Currency Notes:
Payments (whether in respect of principal or interest and whether at
maturity or otherwise) in respect of Dual Currency Notes will be made in
such currencies, and based on such rates of exchange, as the Issuer and the
relevant Dealer(s) may agree (as indicated in the applicable Pricing
Supplement).
For so long as Dual Currency Notes may not be cleared through the X/N
Clearing System, such Notes will not be issued unless they are cleared
directly through Euroclear and/or Clearstream, Luxembourg.
Zero Coupon Notes:
Zero Coupon Notes will be offered and sold at a discount to their nominal
amount and will not bear interest other than in the case of late payment.
For so long as Zero Coupon Notes having a maturity of five years or less
may not be cleared through the X/N Clearing System, such Notes will not be
issued unless they are cleared directly through Euroclear and/or
Clearstream, Luxembourg.
Redemption:
The Pricing Supplement relating to each Tranche of Notes will indicate
either that the Notes cannot be redeemed prior to their stated maturity
(other than in specified instalments (see below), if applicable, or for taxation
reasons or following an Event of Default) or that such Notes will be
redeemable at the option of the Issuer and/or the Noteholders upon giving
not less than 15 nor more than 30 days' irrevocable notice (or such other
notice period (if any) as is indicated in the applicable Pricing Supplement)
to the Noteholders or the Issuer, as the case may be, on a date or dates
specified prior to such stated maturity and at a price or prices and on such
other terms as may be agreed between the Issuer and the relevant Dealer.
The Pricing Supplement may provide that Notes may be repayable in two
or more instalments of such amounts and on such dates as are indicated
in the applicable Pricing Supplement.
Denomination of Notes:
As at the date hereof, X/N Notes must have a minimum denomination of
250,000 (or its equivalent in any other currency).
E/C Notes will have either (i) no minimum denomination or (ii) such
minimum denomination as may at the time of issue be required by Royal
Decrees exempting such E/C Notes from Belgian interest withholding tax,
as indicated in the applicable Pricing Supplement. See further "Belgian
Taxation b) E/C Notes".
Taxation:
The interest component of payments on Notes is, as a rule, subject to
Belgian withholding tax at the rate of 15 per cent. subject to such relief as
may be available under applicable domestic or tax treaty provisions.
All payments of interest by or on behalf of the Issuer should be made
without deduction of withholding tax for X/N Notes held by eligible
investors in an exempt securities account with the X/N Clearing System or
with a participant or sub-participant in such system. See further "Belgian
Taxation a) X/N Notes" below.
8

The Issuer expects to apply on a year by year basis for a Royal Decree
exempting E/C Notes issued during the year in question and held by
Exempt Investors (as defined in "Form of Notes" above) from Belgian
interest withholding tax. However, no such Royal Decree is currently in
place and no assurances can be given that a Royal Decree will be granted
in any given year in respect of E/C Notes issued under the Programme. See
further "Belgian Taxation b) E/C Notes" below.
Subject as described above (in respect of E/C Notes) and as provided
below (in respect of X/N Notes), payments in respect of the Notes will be
made without deduction for or on account of withholding taxes imposed
within Belgium, subject as provided in Condition 8. In the event that any
such deduction is made, the Issuer will, save in circumstances provided in
Condition 8, be required to pay additional amounts to cover the amounts
so deducted.
In respect of X/N Notes, withholding tax may be deducted from payments to
a Noteholder who is not an Eligible Investor (as defined in Condition 8) or
otherwise fails to meet any other condition for exemption from Belgian
withholding tax pursuant to the law of 6th August, 1993.
Status of the Notes:
The Notes will constitute direct, unconditional, unsubordinated and,
subject to the provisions of Condition 3, unsecured obligations of the
Issuer and will rank pari passu among themselves and equally with all
other unsecured, unpreferred and unsubordinated obligations of the
Issuer from time to time outstanding.
Negative Pledge:
The terms of the Notes will contain a negative pledge provision as further
described in Condition 3.
Cross Default:
The terms of the Notes will contain a cross-default provision as further
described in Condition 10.
Listing:
Application has been made to list the Notes issued under the Programme
on the Luxembourg Stock Exchange. The Notes may also be listed on such
other or further stock exchange(s) as may be agreed between the Issuer and
the relevant Dealer(s) in relation to each Series. Unlisted Notes may also be
issued. The Pricing Supplement relating to each issue will state whether or
not and, if so, on which stock exchange(s) the Notes are to be listed.
Governing Law:
X/N Notes will be governed by, and construed in accordance with, Belgian
law. E/C Notes will be governed by, and construed in accordance with,
English law.
Selling Restrictions:
There are selling restrictions in relation to the United States, the United
Kingdom, Japan, France, The Netherlands, Germany, Belgium and such
other restrictions of these and other jurisdictions as may be required in
connection with the offering and sale of a particular Tranche of Notes.
See "Subscription and Sale" below.
United States Selling
The Issuer is being treated as a Category 2 issuer for the purposes of
Restrictions:
Regulation S under the United States Securities Act of 1933, as amended.
X/N Notes will be issued in compliance with U.S. Treas. Reg. §1.163-
5(c)(2)(i)(C) (the "C Rules"). E/C Notes will, as specified in the applicable
Pricing Supplement, be issued in compliance with the C Rules or with U.S.
Treas. Reg. §1.163-5(c)(2)(i)(D) (the "D Rules").
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FORM OF THE NOTES
X/N Notes
Each Tranche of X/N Notes will be issued in the form of dematerialised notes (billets de
trésorerie/thesaurie-bewijzen) under the 1991 Law. Title to X/N Notes will be evidenced by book entries in
the holder's securities account with the National Bank of Belgium (the "NBB") or with an authorised
participant in the X/N Clearing System. References herein to "Noteholders" shall, in relation to X/N Notes,
be to the persons recorded as owners of one or more such Notes in such a securities account. X/N Notes
cannot be converted into bearer notes, whether in global or definitive form, notes payable to order or
registered notes. X/N Notes will be issued only in accordance with the C Rules. X/N Notes shall be issued
and settled through, and in accordance with the operating procedures of, the X/N Clearing System.
The X/N Clearing System maintains securities accounts in the name of authorised participants only.
An investor will not therefore normally hold its Notes in a securities account with the NBB, but will hold
them in a securities account with a financial institution which is a participant in the X/N Clearing System,
or which holds them through another financial institution which is such a participant. The 1991 Law
regulates this system, and in particular contains provisions aimed at protecting the Noteholders in the event
of the insolvency of a financial institution through which X/N Notes are held in the system. In such
circumstances X/N Notes are to be returned to the respective Noteholders, are not part of the insolvent
financial institution's assets, and are not available to the creditors of that financial institution.
Most credit institutions and securities firms established in Belgium are participants in the X/N
Clearing System, and Euroclear and Clearstream, Luxembourg are also participants. Investors can thus
hold their X/N Notes in securities accounts in Euroclear and Clearstream, Luxembourg in the same way as
they would for any other types of securities. For practical purposes, the fact that X/N Notes are ultimately
held in the X/N Clearing System is immaterial, and X/N Notes can be held and cleared in Euroclear and
Clearstream, Luxembourg in accordance with their usual procedures. Certain types of Belgian investors
(being those that are not eligible for holding "X-accounts" see "Belgian Taxation a) X/N Notes" below),
however, may not hold their Notes through Euroclear or Clearstream, Luxembourg (unless they do so
through another financial intermediary which is also a participant in the X/N Clearing System and which
will be responsible for the withholding of tax).
The X/N Clearing System offers a "delivery versus payment" settlement service in respect of Notes
denominated in euro. In the case of X/N Notes denominated in other currencies, this service is not provided
by the NBB and settlements of trades will take place through Euroclear and/or Clearstream, Luxembourg.
Similarly, payments of interest and principal owing under X/N Notes denominated in euro will be made
through the NBB, whilst payments in other currencies will be made by the Issuer directly to Euroclear,
Clearstream, Luxembourg and/or the other relevant participants in the X/N Clearing System, which will in
turn redistribute the payments to their own accountholders holding positions in the X/N Notes.
The clearing and settlement systems of the NBB, Euroclear and Clearstream, Luxembourg function
under the responsibility of their respective operators. The Issuer, the Issuing and Paying Agent, the
Domiciliary Agent and the Paying Agents shall have no responsibility in this respect.
A law of 15th July, 1998 contemplates that the NBB will continue to operate its clearing and
settlement system in relation only to securities issued by governmental or other public sector entities, and
that its role in relation to securities issued by private sector issuers will be transferred to the CIK (Caisse
interprofessionnelle de dépôts et de virements de titres/Interprofessionele Effectendeposito- en Girokas). The
date of entry into force of this law, however, has not yet been determined, and it is not clear whether X/N
Notes will be affected by such a transfer.
The terms and conditions applicable to any X/N Note will consist of the terms and conditions set out
under "Terms and Conditions of the Notes" below and the provisions of the relevant Pricing Supplement
which supplement, amend and/or replace those terms and conditions.
The Pricing Supplement for each Tranche of X/N Notes must be sent in draft form to the NBB in
advance for approval.
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