Obligation ING Groep 0% ( LU0642041734 ) en EUR

ING Groep

100 % ▲

Pays-bas

LU0642041734 ( en EUR )

22/06/2011 - Obligation échue

Prospectus brochure de l'obligation ING Bank LU0642041734 en EUR 0%, échue

ING est une banque internationale offrant une large gamme de services financiers, notamment des services de banque de détail, de banque privée et de gestion d'actifs, opérant dans plusieurs pays à travers le monde.

L'Obligation émise par ING Groep ( Pays-bas ) , en EUR, avec le code ISIN LU0642041734, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 22/06/2011

ING BELGIUM INTERNATIONAL FINANCE S.A.

EUR 10,000,000,000 Issuance Programme

Unconditionally and irrevocably guaranteed by
ING Belgium SA/NV

Prospective investors should have regard to the factors described under the section headed "Risk Factors" in
Chapter 1 of this Base Prospectus.

Arranger and Dealer
ING COMMERCIAL BANKING
BASE PROSPECTUS
Dated 29 June 2012

CHAPTER 1
This Base Prospectus (the "Base Prospectus") replaces the base prospectus relating to the Programme dated
5 July 2011.
The Notes issued under the Programme shall include (but not limited to) (i) medium term Notes ("Medium
Term Notes"), (ii) Notes whose return is linked to shares ("Share Linked Notes"), indices ("Index Linked
Notes"), funds ("Fund Linked Notes") or a managed portfolio of assets ("Dynamic and Static Portfolio
Notes"), (iii) credit linked Notes ("Credit Linked Notes"), (iv) inflation linked Notes ("Inflation Linked
Notes"), (v) Notes which are exchangeable for shares of third parties ("Exchangeable Notes"), (vi) Notes
whose return is linked to commodities ("Commodity Linked Notes") and (vii) Notes whose return is linked
to commodity indices ("Commodity Index Linked Notes"), including certain combinations thereof. Such
Notes may also constitute, among others, fixed rate notes ("Fixed Rate Notes"), floating rate Notes
("Floating Rate Notes"), dual currency Notes ("Dual Currency Notes") and zero coupon Notes ("Zero
Coupon Notes").
The Warrants may be of any kind, including (but not limited to) Warrants relating to indices, shares, debt
instruments, currencies or commodities. Any Obligations of the Issuer will be entered into pursuant to
separate documentation relating thereto. No subordinated Notes nor undated Notes may be issued under the
Programme.
Notes may be issued in unitized form ("Units") and reference in this Base Prospectus to Notes shall also
include units. Units shall have an individual issue price instead of a (specified) denomination and where
reference in the Base Prospectus is made to a minimum (specified) denomination for Notes, such term shall
be deemed to include references to a minimum issue price for Units.
Notes and Warrants may be denominated in any currency determined by the Issuer and the Dealer (if any,
and as defined below). Reference to "Noteholders" are to holders of the Notes. Reference herein to
"Warrantholders" are to holders of Warrants.
Subject as set out herein, the Notes will be subject to such minimum or maximum maturity as may be
allowed or required from time to time by any regulatory authority or any laws or regulations applicable to
the Issuer or the relevant Specified Currency (as defined herein). The maximum aggregate nominal amount
of all Notes and Obligations from time to time outstanding will not exceed EUR 10,000,000,000 (or its
equivalent in other currencies calculated as described herein). There is no limit on the number of Warrants
which may be issued under the Programme.
Neither the Notes nor the guarantee of the Guarantor will contain any provision that would oblige the Issuer
or the Guarantor 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 Notes and Warrants will be issued on a continuing basis by the Issuer to purchasers thereof.
This Base Prospectus was approved by the CSSF in Luxembourg for the purposes of the Prospectus
Directive on the prospectus to be published when securities are offered to the public or admitted to trading
(the "Prospectus Directive"). Prospectus Directive means Directive 2003/71/EC dated 4 November 2003
(and amendments thereto, including Directive 2010/73/EU (the "2010 PD Amending Directive"), to the
extent implemented in the Relevant Member State), and includes any relevant implementing measure in the
Relevant Member State. The CSSF gives no undertaking as to the economic or financial opportuneness of
the transaction or the quality and solvency of the Issuer in line with the provisions of article 7 (7) of the
Luxembourg Law on prospectuses for securities.
The CSSF has provided the Financial Services and Markets Authority, the competent authority in Belgium,
with a certificate of approval attesting that this Base Prospectus has been drawn up in accordance with the
Prospectus Directive.
Application has been made for the Notes and Warrants to be issued under the Programme during the period
2

CHAPTER 1
of 12 months from the date of this Base Prospectus (i) to be listed on the official list of the Luxembourg
Stock Exchange and admitted to trading on the Regulated Market of the Luxembourg Stock Exchange (the
"Luxembourg Stock Exchange") and/or on a regulated market of Borsa Italiana S.p.A. (the "Italian Stock
Exchange") and (ii) to be offered to the public in Belgium, Italy and Luxembourg. The Luxembourg Stock
Exchange's Regulated Market and the regulated markets of the Italian Stock Exchange are regulated
markets for the purposes of the Markets in Financial Instruments Directive 2004/39/EEC (each a
"Regulated Market"). The Notes and Warrants may also be offered to the public in Switzerland. The Notes
and Warrants may be listed on such other or further stock exchange or stock exchanges as may be
determined by the Issuer and as specified in the applicable Final Terms, and may be offered to the public
also in other jurisdictions in compliance with any applicable laws as may be determined by the Issuer and
as specified in the applicable Final Terms. The Issuer may also issue unlisted and/or privately placed Notes
and Warrants. References in this Programme to Notes or Warrants being "listed" (and all related references)
shall mean that such Notes or Warrants have been listed on the official list of the Luxembourg Stock
Exchange and have been admitted to trading on the Regulated Market of the Luxembourg Stock Exchange
and/or the Italian Stock Exchange and/or such other stock exchange(s) which may be agreed and which are
specified in the applicable Final Terms.
The Guarantor has a senior debt rating from Standard & Poor's Credit Market Services Europe Limited
("Standard & Poor's") of A+ (outlook stable), a senior debt rating from Moody's France SAS ("Moody's")
of A2 (outlook negative) and a senior debt rating from Fitch Ratings Ltd. ("Fitch") of A+ (outlook stable).
A credit rating is not a recommendation to buy, sell or hold securities. There is no assurance that a rating
will remain for any given period of time or that a rating will not be suspended, lowered or withdrawn by the
relevant rating agency if, in its judgement, circumstances in the future so warrant. Over the course of the
past years, the Guarantor has from time to time been subject to its ratings being lowered. Standard & Poor's
Credit Market Services Europe Limited, Moody's France SAS and Fitch Ratings Ltd. are established in the
European Union and are registered under the Regulation (EC) No 1060/2009 of the European Parliament
and of the Council of 16 September 2009 on credit rating agencies, as amended from time to time (the
"CRA Regulation").
The Programme and Tranches of Notes and Warrants issued under the Programme will not be rated.
The Issuer may decide to issue Notes or Warrants in a form not contemplated herein by the various terms
and conditions of the Notes or Warrants, as the case may be. In any such case, supplemental information
will be given in an annex to the Final Terms or a supplement to this Base Prospectus, if appropriate, and
will be made available which will describe the form of such Notes or Warrants.
Switzerland: The Notes and the Warrants 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 Market Supervisory Authority (the "FINMA") as foreign collective investment
schemes, and are not subject to the supervision of the FINMA. Investors cannot invoke the protection
conferred under the Swiss legislation applicable to collective investment schemes.
Chapter 1 of this Base Prospectus contains general information relating to the various types of Notes and
Warrants that may be offered under the Programme. Such information should always be read in
conjunction with the relevant product Chapter(s) set out in Chapters 2 through 12.

3

CHAPTER 1
Table of Contents

CHAPTER 1 .......................................................................................................................................................... 6
SUMMARY OF THE PROGRAMME ................................................................................................................... 6
RISK FACTORS................................................................................................................................................... 16
OVERVIEW.......................................................................................................................................................... 50
DOCUMENTS INCORPORATED BY REFERENCE ........................................................................................ 60
NOMINAL AMOUNT OF THE PROGRAMME ................................................................................................ 62
FORM OF THE NOTES....................................................................................................................................... 63
USE OF PROCEEDS............................................................................................................................................ 66
ING BELGIUM INTERNATIONAL FINANCE S.A. ......................................................................................... 67
ING BELGIUM SA/NV ....................................................................................................................................... 73
GUARANTEE ...................................................................................................................................................... 89
TAXATION........................................................................................................................................................... 91
SUBSCRIPTION AND SALE............................................................................................................................ 104
GENERAL INFORMATION.............................................................................................................................. 109
CHAPTER 2 - NOTES (INCLUDING MEDIUM TERM NOTES)..............................................................111
PART 1 GENERAL TERMS AND CONDITIONS OF THE NOTES .............................................................111
PART 2 - FORM OF FINAL TERMS FOR MEDIUM TERM NOTES............................................................. 138
CHAPTER 3 - SHARE LINKED NOTES ...................................................................................................... 155
PART 1(A) - TERMS AND CONDITIONS OF NOTES LINKED TO A SINGLE SHARE ............................. 155
PART 1(B) - TERMS AND CONDITIONS OF NOTES LINKED TO A BASKET OF SHARES.................... 170
PART 2 - FORM OF FINAL TERMS FOR SHARE LINKED NOTES ............................................................ 186
CHAPTER 4 - INDEX LINKED NOTES....................................................................................................... 210
PART 1(A) - TERMS AND CONDITIONS OF NOTES LINKED TO A SINGLE INDEX.............................. 210
PART 1(B) - TERMS AND CONDITIONS OF NOTES LINKED TO A BASKET OF INDICES ................... 218
PART 2 - FORM OF FINAL TERMS FOR INDEX LINKED NOTES ............................................................. 226
CHAPTER 5 - CREDIT LINKED NOTES .................................................................................................... 246
PART 1 - TERMS AND CONDITIONS OF CREDIT LINKED NOTES .......................................................... 246
PART 2 - FORM OF FINAL TERMS FOR CREDIT LINKED NOTES ........................................................... 306
CHAPTER 6 - FUND LINKED NOTES......................................................................................................... 327
PART 1 - TERMS AND CONDITIONS OF FUND LINKED NOTES ............................................................. 327
PART 2 - FORM OF FINAL TERMS FOR FUND LINKED NOTES............................................................... 342
PART 2 - FORM OF FINAL TERMS FOR FUND LINKED NOTES............................................................... 342
CHAPTER 7 - DYNAMIC AND STATIC PORTFOLIO NOTES ............................................................... 360
PART 1 - TERMS AND CONDITIONS OF DYNAMIC AND STATIC PORTFOLIO NOTES ....................... 360
PART 2 - FORM OF FINAL TERMS FOR DYNAMIC AND STATIC PORTFOLIO NOTES ........................ 367
CHAPTER 8 - INFLATION LINKED NOTES ............................................................................................. 385
PART 1 - TERMS AND CONDITIONS OF INFLATION LINKED NOTES.................................................... 385
PART 2 - FORM OF FINAL TERMS FOR INFLATION LINKED NOTES..................................................... 398
CHAPTER 9 - EXCHANGEABLE NOTES................................................................................................... 416
PART 1 - TERMS AND CONDITIONS OF EXCHANGEABLE NOTES........................................................ 416

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CHAPTER 1
PART 2 - FORM OF FINAL TERMS FOR EXCHANGEABLE NOTES ......................................................... 428
CHAPTER 10 COMMODITIES LINKED NOTES ................................................................................... 444
PART 1(A): TERMS AND CONDITIONS OF NOTES LINKED TO A SINGLE COMMODITY OR
COMMODITY FUTURE ................................................................................................................................... 444
PART 1(B): TERMS AND CONDITIONS OF NOTES LINKED TO A BASKET OF COMMODITIES OR
COMMODITY FUTURES ................................................................................................................................. 455
PART 2: FORM OF FINAL TERMS FOR COMMODITY LINKED NOTES.................................................. 466
CHAPTER 11: COMMODITY INDEX LINKED NOTES........................................................................... 488
PART 1(A): TERMS AND CONDITIONS OF NOTES LINKED TO A SINGLE COMMODITY INDEX ..... 488
PART 1(B): TERMS AND CONDITIONS OF NOTES LINKED TO A BASKET OF COMMODITY INDICES
............................................................................................................................................................................ 496
PART 2: FORM OF FINAL TERMS FOR COMMODITY INDEX LINKED NOTES .................................... 504
CHAPTER 12 - WARRANTS .......................................................................................................................... 523
PART 1 - TERMS AND CONDITIONS OF THE WARRANTS ....................................................................... 523
PART 2 - FORM OF FINAL TERMS FOR WARRANTS ................................................................................. 551

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CHAPTER 1
CHAPTER 1
SUMMARY OF THE PROGRAMME
This summary must be read as an introduction to this Base Prospectus dated 29 June 2012 and any
decision to invest in the Notes and/or Warrants should be based on a consideration of this 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 and the Guarantor as the case may be in any
Member State of the EEA 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.
Where the Notes qualify as notes which are admitted to trading, or for which an application for
admission to trading has been made or will be made, on the Italian Stock Exchange on the Electronic Bond
Market ("MOT") or on any other Italian regulated or unregulated market, all references to the "Notes" shall
be deemed to be references to Italian bonds (the "Italian Bonds"). References herein to "Italian Bonds"
shall be references to any Tranche of Notes designated by the Issuer as "Italian Bonds" in the applicable
Final Terms.
Where the Notes qualify as "securitised derivatives" (as defined in Article 2.2.19 of the Rules of the
Markets Organised and Managed by Borsa Italiana S.p.A.) and/or as "certificates" (as defined in Article 2
Section 1(g) of Consob Regulation No. 11971/1999) to be offered in Italy and/or which are admitted to
trading, or for which an application for admission to trading has been made or will be made, on the Italian
Stock Exchange on the market for securitised derivative financial instruments ("SeDeX") or on any other
Italian regulated or unregulated market (the SedeX or any other Italian regulated or unregulated market,
each an "Italian Market"), all references to "Notes" shall be deemed to be references to Italian certificates
(the "Italian Certificates"). References herein to "Italian Certificates" shall be references to any Tranche of
Notes designated as "Italian Certificates" in the applicable Final Terms.
Issuer
ING Belgium International Finance S.A. ("IBIF")
IBIF is a wholly-owned, non-listed subsidiary of ING Belgium SA/NV. providing ING
Belgium SA/NV and more broadly all entities of ING with financing.

Further information in relation to the Issuer is set out in "Chapter 1 -- ING
Belgium International Finance S.A.".
Guarantor
ING Belgium SA/NV. The Guarantor is part of ING Groep N.V ("ING Group"). ING
Group is the holding company of a broad spectrum of companies (together called
"ING") offering banking, investments, life insurance and retirement services to meet
the needs of a broad customer base.
Based on market capitalisation, ING Group is one of the 20 largest financial
institutions in Europe (source: MSCI, Bloomberg, 31 December 2011). ING Group is
a listed company and holds all shares of ING Bank, which is a non-listed 100%
subsidiary of ING Group. ING is in the process of separating its banking and
insurance operations (including its investment management operations) and
developing towards a mid-sized international Bank, anchored in the Netherlands and
Belgium, and predominantly focused on the European retail market with selected
growth options elsewhere. ING Group is also moving forward with its plans to divest
its insurance operations (including its investment management operations) over the
following two years. ING Group conducts its banking operations principally through

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CHAPTER 1
ING Bank and its insurance operations (including its investment management
operations) principally through ING Verzekeringen N.V. and its subsidiaries.
ING Bank is a large international player with an extensive global network in over 40
countries. It has leading banking positions in the home markets of The Netherlands,
Belgium, Luxembourg, Germany and Poland. Furthermore, ING Bank has key
positions in other Western, Central and Eastern European countries and Turkey. This is
coupled with options outside of Europe which will give ING Bank interesting growth
potential in the long term. Since 1 January 2011 ING Bank has been operating as a
stand-alone business under the umbrella of ING Group.
The Guarantor is a wholly-owned, non-listed subsidiary of ING Bank which in its turn
is a wholly-owned, non-listed subsidiary of ING Groep N.V. The Guarantor will
unconditionally and irrevocably guarantee the due payment of all sums expressed to
be payable by the Issuer under the Notes and the Warrants. Its obligations in that
respect are contained in a Declaration of Guarantee (as defined in Chapter 1 of this
Base Prospectus).
Further information in relation to the Guarantor is set out in "Chapter 1 -- ING
Belgium SA/NV".
General Risk
There are certain factors which are material for the purpose of assessing the risks
Factors
associated with an investment in Notes and Warrants 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 independent financial adviser prior
to investing in a particular issue of Notes or Warrants. Notes and Warrants may
not be a suitable investment for all investors. The Issuer and the Guarantor are
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 or
the Guarantor have agreed to do so in writing. Investors risk losing their entire
investment or part of it if the value of the Notes or Warrants does not move in the
direction which they anticipate. Notes and/or Warrants are generally complex
financial instruments. A potential investor should not invest in Notes and/or
Warrants which are complex financial instruments unless it has the expertise
(either alone or with an independent financial adviser) to evaluate how the Notes
and/or Warrants will perform under changing conditions, the resulting effects on
the value of the Notes and/or Warrants and the impact this investment will have on
the potential investor's overall investment portfolio.

If application is made to list Notes or Warrants on a stock exchange, there can be no
assurance that a secondary market for such Notes or Warrants will develop or, if it
does, that it will provide holders with liquidity for the life of the Notes or Warrants.

Prospective purchasers intending to purchase Notes or Warrants to hedge against
the market risk associated with investing in a security, index, currency,
commodity or other asset or basis of reference, should recognise the complexities
of utilising Notes and Warrants in this manner. For example, the value of the
Notes and Warrants may not exactly correlate with the value of the security, index,
currency, commodity or other asset or basis.

The Calculation Agent for an issue of Notes and Warrants is the agent of the
Issuer and not the agent of the holders of the Notes or Warrants. The Guarantor
will itself be the Calculation Agent for most issues of Notes and Warrants. In
making determinations and adjustments, the Calculation Agent will be entitled to

7

CHAPTER 1
exercise substantial discretion and may be subject to conflicts of interest in
exercising this discretion.

An investor's total return on an investment in Notes or Warrants will be affected
by the level of fees charged to the investor, including fees charged to the investor
as a result of the Notes or Warrants being held in a clearing system. Investors
should carefully investigate these fees before making their investment decision.

The Issuer, the Guarantor and its affiliates may engage in trading activities related
to interests underlying any Notes or Warrants, may act as underwriter in
connection with future offerings of shares or other securities related to an issue of
Notes or Warrants, or may act as financial adviser to certain companies whose
securities impact the return on Notes or Warrants. Such activities could present
certain conflicts of interest and could adversely affect the value of such Notes or
Warrants.

Investors are exposed to the Issuer's or the Guarantor's risk of insolvency
(bankruptcy or payment default), which may result in the partial or total loss of the
invested capital and the non recovery of all unpaid coupons.

For more details on the general risk factors affecting Notes and Warrants to be
issued under the Programme, see Part 1 of the "Risk Factors" section of Chapter 1.
Risk factors
The Issuer is not an operating company. The Issuer's sole business is the raising and
relating to the
borrowing of money by issuing securities or other obligations. The Issuer has, and will
Issuer
have, no assets other than fees payable to it, or other assets acquired by it, in each case in
connection with the issue of the Notes and Warrants or entry into other obligations
relating to the Programme from time to time. The net proceeds from each issue of Notes
will become part of the general funds of the Issuer. The Issuer may use such proceeds to
maintain positions in certain hedging agreements. The ability of the Issuer to meet its
obligations under Notes and Warrants issued by it will depend on the receipt by it of
payments under the relevant hedging agreements entered into with the Guarantor.
Consequently, the Issuer is exposed to the ability of the Guarantor as its counterparty in
respect of such hedging agreements to perform its obligations under such hedging
agreements.
Risk factors There are certain factors that may affect the Guarantor's ability to fulfil its obligations
relating to the under Notes and Warrants issued under the Programme. These include the following
Guarantor
risk factors related to the Guarantor as a bank and its industry:
(i)
Because the Guarantor is part of a financial services company conducting
business on a global basis, its revenues and earnings are affected by the
volatility and strength of the economic, business and capital markets
environments specific to the geographic regions in which it conducts business.
The ongoing turbulence and volatility of such factors have adversely affected,
and may continue to adversely affect the profitability and solvency of the
Guarantor.
(ii)
Adverse capital and credit market conditions may impact the Guarantor's ability
to access liquidity and capital, as well as the cost of credit and capital.
(iii) The default of a major market participant could disrupt the markets.
(iv) Because the Guarantor's businesses are subject to losses from unforeseeable
and/or catastrophic events, which are inherently unpredictable, the Guarantor
may experience an abrupt interruption of activities, which could have an
adverse effect on its financial condition.
(v)
The Guarantor operates in highly regulated industries. There could be an
adverse change or increase in the financial services laws and/or regulations

8

CHAPTER 1
governing its business.
(vi) Turbulence and volatility in the financial markets have adversely affected the
Guarantor, and may continue to do so.
(vii) Because the Guarantor operates in highly competitive markets, including its
home market, it may not be able to increase or maintain its market share, which
may have an adverse effect on its results of operations.
(viii) Because the Guarantor does business with many counterparties, the inability of
these counterparties to meet their financial obligations could have a material
adverse effect on the Guarantor's results of operations.
(ix) Market conditions observed over the last year may increase the risk of loans
being impaired. The Guarantor is exposed to declining property values on the
collateral supporting residential and commercial real estate lending.
(x)
Interest rate volatility and other interest rate changes may adversely affect the
Guarantor's profitability.
(xi) The Guarantor may incur losses due to failures of banks falling under the scope
of state compensation schemes.
(xii) The Guarantor may be unable to manage its risks successfully through
derivatives.
(xiii) The Guarantor may be unable to retain key personnel.
(xiv) Because the Guarantor uses assumptions to model client behaviour for the
purpose of its market risk calculations, the difference between the realisation
and the assumptions may have an adverse impact on the risk figures and future
results.
(xv) The Guarantor may incur further liabilities in respect of its defined benefit
retirement plans if the value of plan assets is not sufficient to cover potential
obligations, including as a result of differences between results and underlying
actuarial assumptions and models.
(xvi) The Guarantor's risk management policies and guidelines may prove
inadequate for the risks it faces.
(xvii) The Guarantor is subject to a variety of regulatory risks as a result of its
operations in certain countries.
(xviii) Because the Guarantor is continually developing new financial products, it
might be faced with claims that could have an adverse effect on its operations
and net results if clients' expectations are not met.
(xix) Ratings are important to the Guarantor's businesses for a number of reasons.
Downgrades could have an adverse impact on the Guarantor's operations and
net results.
(xx) The Guarantor's businesses may be negatively affected by a sustained increase
in inflation.
(xxi) Operational risks are inherent in the Guarantor's businesses.
(xxii) The Guarantor's businesses may be negatively affected by adverse publicity,
regulatory actions or litigation with respect to such businesses, other well-
known companies or the financial services industry in general.
(xxiii) .The implementation of ING's restructuring plan and the divestments
anticipated in connection with that plan will significantly alter the size and
structure of ING and involve significant costs and uncertainties that could
materially impact ING Bank and the Guarantor.
(xxiv) Upon the implementation of its restructuring plan, ING will be less diversified
and ING Bank and the Guarantor may experience competitive and other
disadvantages.

9

CHAPTER 1
Though the Guarantor has put in place risk management policies, procedures and
methods it could still be exposed to unidentified or unanticipated risks, which could
lead to material losses. Adverse market or economic conditions may harm its overall
profitability. Investors should note that they are exposed to the Guarantor's risk of
insolvency (bankruptcy or payment default), which may result in the partial or total
loss of the invested capital and the non recovery of all unpaid coupons.
For more details on the risk factors relating to the Guarantor, see Part 2 of the
section headed "Risk Factors" in chapter 1.
Risk Factors
Capitalised Terms have the same meaning as defined in the Terms and Conditions of
relating to
the Medium Term Notes (the "General Conditions") and in the specific Chapters 3 to
Notes
11 (inclusive).

The Issuer or the Guarantor, as the case maybe, will pay principal and interest on
the Notes in a 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.

All payments to be made by the Issuer or the Guarantor, as the case may be, in
respect of the Notes and the Warrants will be made subject to any tax, duty,
withholding or other payment which may be required. Noteholders will not receive
grossed-up amounts to compensate for any such required reduction.

An optional redemption feature in any Notes may negatively impact their market
value. During any period when the Issuer may elect to redeem Notes, the market
value of those Notes generally will not rise substantially above the price at which
they can be redeemed. Noteholders subject to optional redemption likely will not
be able to invest their proceeds of redemption at such an attractive rate of interest.

The Issuer may issue Notes with principal or interest determined by reference to a
particular share, index, fund, security, inflation index, formula, commodity,
commodity index, currency exchange rate, dividend and/or cash payment on a
share or other factor (each a "Relevant Factor"). The Issuer may issue Notes with
the amount(s) of principal and/or interest payable determined by reference to the
credit of one or more Reference Entities and the obligations of such Reference
Entity/ies. In addition, the Issuer may issue Dual Currency Notes with principal or
interest payable in one or more currencies which may be different from the
currency in which the Notes are denominated. Potential investors should be aware
that:

(i)
the market price of such Notes may be very volatile. The market price of
the Notes at any time is likely to be affected primarily by changes in the
level of the Relevant Factor to which the Notes are linked. It is impossible
to predict how the level of the Relevant Factor will vary over time;

(ii)
such Notes may involve interest rate risk, including the risk of Noteholders
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) a Relevant Factor connected to emerging markets may be subject to
significant fluctuations attributable to, among other things, nationalisation,
expropriation or taxation, currency devaluation, foreign exchange control,
political, social or diplomatic instability or governmental restrictions;

10