Obligation Wells Fargo & Company 4.8% ( US92976GAB77 ) en USD

Wells Fargo & Company

100 % ▼

Etas-Unis

US92976GAB77 ( en USD )

4.8% par an ( paiement semestriel )

01/11/2014 - Obligation échue

Prospectus brochure de l'obligation Wells Fargo Bank US92976GAB77 en USD 4.8%, échue

1 000 USD

750 000 000 USD

92976GAB7

Wells Fargo est une grande banque américaine offrant une gamme complète de services financiers aux particuliers, aux entreprises et aux institutions, incluant des services bancaires, des prêts, des investissements et la gestion de patrimoine.

L'Obligation émise par Wells Fargo & Company ( Etas-Unis ) , en USD, avec le code ISIN US92976GAB77, paye un coupon de 4.8% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/11/2014

L'Obligation émise par Wells Fargo & Company ( Etas-Unis ) , en USD, avec le code ISIN US92976GAB77, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Wells Fargo & Company ( Etas-Unis ) , en USD, avec le code ISIN US92976GAB77, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

OFFERING CIRCULAR
US$45,000,000,000
Wachovia Bank, National Association
(a National Banking Association Organized Pursuant to the Laws of the United States)
(formerly known as First Union National Bank)
Global Bank Note Program
for the Issue of Senior and Subordinated Notes
Due 7 Days or More from Date of Issue
In accordance with this Global Bank Note Program (the "Program"), Wachovia Bank, National Association (the "Bank") may from
time to time issue and sell up to a maximum of US$45,000,000,000 aggregate principal amount (or the equivalent thereof in other
currencies, calculated as described herein) at any one time outstanding of its senior global bank notes (the "Senior Notes") and
subordinated global bank notes ("Subordinated Notes" and, together with the Senior Notes, the "Notes") with maturities of 7 days or
more from their respective dates of issue, subject to the following limitations: (i) not more than US$45,000,000,000 (or the equivalent
thereof in other currencies, calculated as described herein) aggregate principal amount of Notes with maturities of more than 270 days
from their respective dates of issue may be issued; and (ii) Notes having maturities ranging from 7 days to 270 days from their
respective dates of issue may be issued from time to time and may be outstanding at any one time in an aggregate maximum principal
amount equal to US$45,000,000,000 (or the equivalent thereof in other currencies, calculated as described herein) minus the aggregate
principal amount of Notes having maturities of more than 270 days which have been issued under the Program (whether or not then
outstanding). The Notes may be subject to redemption at the option of the Bank or repayment at the option of the holder thereof, in
each case, in whole or in part, prior to maturity, as set forth herein. In addition, Notes may be redeemed, in whole but not in part, in
the event of certain changes involving taxation. See "Description of Notes". The Bank may at any time increase the maximum aggregate
principal amount of the Notes that may be issued or outstanding at any one time pursuant to the Program.
Application has been made to list certain of the Notes which may be issued pursuant to the Program during the twelve-month
period following the date of this Offering Circular on the Luxembourg Stock Exchange. Notes may also be listed on such other or
additional securities exchanges on which the Bank and the initial purchaser(s) may agree in relation to each issuance. The Bank may
also issue unlisted Notes.
(Continued on next page)
The Notes do not evidence deposits and are not insured by the United States Federal Deposit Insurance Corporation (the
"FDIC") or any other insurer. The Notes will be offered hereunder only (i) to investors that are "accredited investors" within the
meaning of Rule 501 under the United States Securities Act of 1933, as amended (the "Securities Act"), and each such owner of a
beneficial interest in a Note will be required to hold such beneficial interest in a minimum principal amount of US$250,000 (or the
equivalent thereof in other currencies, calculated as described herein), and subject to any other statutory or regulatory minimums
as described herein or in any Pricing Supplement and (ii) to non-U.S. persons in offshore transactions in accordance with
Regulation S under the Securities Act, and after issuance will be subject to certain transfer restrictions. See "Notice to Investors",
"Description of Notes -- General" and "Plan of Distribution -- Sales Restrictions".
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE BANK
AND THE TERMS OF THE OFFERING OF THE NOTES, INCLUDING THE MERITS AND RISKS INVOLVED. THE NOTES HAVE
NOT BEEN AND ARE NOT REQUIRED TO BE REGISTERED WITH THE UNITED STATES COMPTROLLER OF THE
CURRENCY (THE "OCC") UNDER APPLICABLE REGULATIONS OR WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION (THE "COMMISSION") UNDER THE SECURITIES ACT. THE NOTES HAVE NOT BEEN APPROVED
OR DISAPPROVED BY THE COMMISSION, THE OCC OR ANY STATE SECURITIES COMMISSION IN THE UNITED STATES,
NOR HAS THE COMMISSION, THE OCC OR ANY SUCH STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE NOTES ARE NOT OBLIGATIONS OF, NOR ARE THEY GUARANTEED BY, WACHOVIA CORPORATION
(FORMERLY NAMED FIRST UNION CORPORATION) (THE "CORPORATION"), THE PARENT CORPORATION OF THE BANK,
OR ANY OTHER AFFILIATE OF THE BANK. On April 1, 2002, the former Wachovia Bank, National Association (the "former
Wachovia Bank") merged with and into First Union National Bank, with First Union National Bank being the surviving bank, and
First Union National Bank changed its name to "Wachovia Bank, National Association".
The Program has been rated by Moody's Investors Service, Inc. ("Moody's Investors Service"), Standard & Poor's Ratings
Services, a division of McGraw Hill Companies, Inc. ("Standard & Poor's") and Fitch Ratings ("Fitch"). Notes issued pursuant to the
Program may be rated or unrated. Where an issue of Notes is rated, its rating will not necessarily be the same as the rating
applicable to the Program. A securities 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.
Offers to purchase the Notes may be solicited from time to time by the Bank directly and by certain other firms, including, but
not limited to, those shown below, as distribution agents (each, a "Distribution Agent", and collectively, the "Distribution Agents"),
acting as principals or acting as agents on behalf of the Bank. See "Plan of Distribution".
Arrangers
Merrill Lynch & Co.
Wachovia Securities
U.S. Distribution Agents
European Distribution Agents
Wachovia Securities
Wachovia Securities International Ltd.
Barclays Capital
Barclays Capital
Citigroup Global Markets
Citigroup Global Markets
Credit Suisse First Boston
Credit Suisse First Boston
JPMorgan
JPMorgan
Merrill Lynch & Co.
Merrill Lynch International
The date of this Offering Circular is November 21, 2003.

(cover page continued)
The Senior Notes are unsecured and uninsured direct general obligations of the Bank and will not be an obligation
of, or guaranteed by, the Corporation or any other affiliate of the Bank. In the event of any liquidation or resolution of the
Bank by any receiver, the holders of deposits (including the FDIC, as subrogee of insured depositors), the holders of
certain other claims entitled to a priority or preference (including certain claims for administrative expenses) and the
holders of secured obligations will be afforded a priority in payment over the claims of the holders of the Senior Notes
and the holders of other general obligations of the Bank. See "Certain Regulatory Considerations -- Effect of Insolvency
on the Notes".
The Subordinated Notes are unsecured and uninsured direct general obligations of the Bank and will not be an
obligation of, or guaranteed by, the Corporation or any other affiliate of the Bank. The obligations evidenced by the
Subordinated Notes are subordinated to all unsubordinated indebtedness and other obligations of the Bank, including
deposits, deposit notes and unsubordinated Bank notes (including the Senior Notes). In an insolvency of the Bank, the
holders of the Subordinated Notes could receive significantly less, if anything, than the holders of unsubordinated
obligations, including the deposits, deposit notes and unsubordinated notes (including the Senior Notes) of the Bank. See
"Certain Regulatory Considerations -- Effect of Insolvency on the Notes".
The Notes may be offered (i) in the United States only, (ii) outside the United States only or (iii) in and outside the
United States simultaneously as part of a global offering. See "Plan of Distribution". Bearer Notes are subject to United
States tax law requirements and may not be offered, sold, resold or delivered, directly or indirectly, within the United
States or its possessions or to a U.S. person, except in certain transactions permitted by United States tax regulations.
The Bank accepts responsibility for the information contained in this Offering Circular. To the best of the
knowledge and belief of the Bank (which has taken all reasonable care to ensure that such is the case) the
information contained in this Offering Circular is in accordance with the facts and does not omit anything likely
to materially affect the import of such information.
This Offering Circular is to be read in conjunction with all documents which are deemed to be incorporated herein
by reference. See "Available Information and Incorporation of Certain Documents By Reference". This Offering Circular is
to be read and construed on the basis that such documents are so incorporated and form a part hereof.
Neither this Offering Circular nor any other information supplied in connection with the Notes is intended to
provide the basis of any credit or other evaluation and should not be considered as a recommendation by the Bank or the
Distribution Agents that any recipient of this Offering Circular or any other information supplied in connection with the
offering of the Notes should purchase any of the Notes. Each investor contemplating purchasing any of the Notes should
make its own independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the Bank. Neither this Offering Circular nor any other information supplied in connection with the
offering of the Notes constitutes an offer of, or an invitation by or on behalf of, the Bank or any Distribution Agent to any
person to subscribe for or purchase any of the Notes.
Notwithstanding any agreement to the contrary, any holder (and each employee, representative or other agent of
any party to this transaction) may disclose to any and all persons, without limitation of any kind beyond that reasonably
necessary to comply with the securities laws, the tax treatment and tax structure of this offering, and all materials of any
kind (including opinions or other tax analysis) that are provided relating to such tax treatment and tax structure.
No action has been taken by the Bank or any of the Distribution Agents which would permit a public offering of the
Notes or distribution of this Offering Circular in any jurisdiction, other than the United States, where action for that
purpose is required. Accordingly, the Notes may not be offered or sold, directly or indirectly, and neither this Offering
Circular nor any advertisement or other offering material may be distributed or published in any jurisdiction, except in
circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this
Offering Circular or any Notes come must inform themselves about, and observe, any such restrictions. Neither the Bank
nor any of the Distribution Agents represents that this Offering Circular 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 therefrom, or assumes any responsibility for facilitating any such distribution or offering. In
particular, there are further restrictions on the distribution of this Offering Circular and the offer or sale of the Notes in
the United Kingdom, Japan, Germany and Switzerland. See "Plan of Distribution -- Sales Restrictions".
2

This Offering Circular and related pricing supplements (in some cases along with the original offering circular used
in connection with the initial offering of such notes) may be used by Wachovia Capital Markets, LLC, an affiliate of the
Bank, in connection with offers and sales related to market-making transactions in the Notes and similar notes previously
issued by the Bank and outstanding as of September 30, 2003, in an aggregate principal amount of US$7 billion as
described in this Offering Circular, which includes US$500 million aggregate principal amount of Notes issued under this
Program. Wachovia Capital Markets, LLC may act as principal or agent in such transactions. The Corporation conducts its
investment banking, institutional and capital markets businesses through its various bank, broker-dealer and nonbank
subsidiaries (including Wachovia Capital Markets, LLC) under the trade name of "Wachovia Securities". See "Plan of
Distribution".
In this Offering Circular, references to "US$", "U.S. dollars" and "U.S. Dollars" are to the currency of the United
States, references to "Euro" and "euro" are to the single currency of participating member states which was introduced on
January 1, 1999 at the commencement of the third stage of European economic and monetary union pursuant to the
Treaty establishing the European Community as amended (the "Treaty"), references to "Yen" and "¥" are to the currency
of Japan and references to "Sterling" and "£" are to the currency of the United Kingdom.
THE SUBORDINATED NOTES ARE SUBORDINATED TO THE CLAIMS OF DEPOSITORS, HOLDERS OF
UNSUBORDINATED BANK NOTES (INCLUDING THE SENIOR NOTES), CERTAIN OTHER CREDITORS AND
CERTAIN OTHER OBLIGATIONS OF THE BANK, ARE INELIGIBLE AS COLLATERAL FOR A LOAN BY THE
BANK AND ARE NOT SECURED. TO THE EXTENT THEN REQUIRED UNDER OR PURSUANT TO APPLICABLE
CAPITAL REGULATIONS, THE SUBORDINATED NOTES MAY NOT BE REPAID PRIOR TO MATURITY, EITHER
PURSUANT TO AN ACCELERATION UPON AN EVENT OF DEFAULT OR OTHERWISE, WITHOUT THE PRIOR
WRITTEN APPROVAL OF THE OCC.
IN CONNECTION WITH ANY SERIES, THE DISTRIBUTION AGENTS HAVE RESERVED THE RIGHT TO
APPOINT ONE OF THEM TO ACT AS A STABILIZING AGENT (THE "STABILIZING AGENT"). SUCH
APPOINTMENT WILL BE DISCLOSED IN THE RELEVANT PRICING SUPPLEMENT. IN CONNECTION WITH THE
ISSUE OF ANY TRANCHE, THE STABILIZING AGENT OR ANY PERSON ACTING FOR HIM MAY OVER-ALLOT
OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL
HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL FOR A LIMITED PERIOD. HOWEVER, THERE IS
NO OBLIGATION ON THE STABILIZING AGENT OR ANY AGENT OF HIS TO DO THIS. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME, AND MUST BE BROUGHT TO AN END AFTER A
LIMITED PERIOD.
NOTICE TO INVESTORS
The Notes have not been, and are not required to be, registered with the Commission pursuant to the Securities
Act. The Notes are being offered and sold pursuant to exemptions from registration with the OCC set forth in Part 16
of the OCC's regulations. To qualify for these exemptions from registration with the OCC, among other things, the
Notes must be offered and sold (i) only to investors that are "accredited investors" (as defined in the Commission's
Rule 501(a) under the Securities Act) and must be sold in minimum denominations of US$250,000 or the equivalent
thereof in other currencies (and not be exchangeable for Notes in smaller denominations) or (ii) to non-U.S. persons
in offshore transactions in accordance with Regulation S under the Securities Act. Accordingly, each purchaser of
Notes, in making its purchase, will be deemed to have represented and agreed with the Bank that it is either (a) an
accredited investor within the meaning of the Commission's Rule 501(a) under the Securities Act, that it is
purchasing the Notes for its own account or the account(s) of one or more other accredited investors and that it, or
each of such other accredited investors owning a beneficial interest in a Note, will hold an undivided beneficial
interest therein in a principal amount of not less than US$250,000 (or the equivalent thereof in other currencies,
calculated as described herein) at all times or (b) a non-U.S. person purchasing Notes in an offshore transaction in
accordance with Regulation S under the Securities Act. Notes sold in accordance with Regulation S under the
Securities Act may not be offered or sold in the United States or to U.S. persons unless an exemption from the
registration requirements of the Securities Act is available (other than Section 3(a)(2) thereof).
In making an investment decision, investors must rely on their own examination of the Bank and the terms of
the offering of the Notes, including the merits and risks involved.
3

AVAILABLE INFORMATION AND INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Bank submits quarterly to the FDIC on behalf of the OCC, their primary federal regulator, certain unaudited
reports called "Consolidated Reports of Condition and Income for a Bank with Domestic and Foreign Offices" (each, a
"Call Report" and collectively, the "Call Reports"). The publicly available portions of the Call Reports with respect to the
Bank and Wachovia Bank are on file with, and publicly available at, the FDIC, 550 17th Street, N.W. Washington, DC
20429. Each Call Report consists of a Balance Sheet, Income Statement, Changes in Equity Capital and other supporting
schedules at or as of the end of, and for, the period to which such Call Report relates. The Call Reports are prepared in
accordance with regulatory instructions issued by the Federal Financial Institutions Examination Council. Because of the
special supervisory, regulatory and economic policy needs served by the Call Reports, such regulatory instructions do not
in all cases follow generally accepted accounting principles or the opinions and statements of the Accounting Principles
Board of the American Institute of Certified Public Accountants or the Financial Accounting Standards Board. While the
Call Reports are supervisory and regulatory documents, not primarily accounting documents, and do not provide a
complete range of financial disclosure about the Bank, the Call Reports nevertheless provide important information
concerning the financial condition and results of operations of the Bank and Wachovia Bank. The publicly available
portion of each Call Report, and any amendment or supplement thereto, beginning with and including the Call Report
filed for the period ended December 31, 1999, with respect to the Bank and former Wachovia Bank are incorporated
herein by reference. The publicly available portion of each Call Report filed by the Bank after the date of this Offering
Circular and prior to the termination of the offering of the Notes is also incorporated by reference herein. The publicly
available portions of all such Call Reports may be obtained by calling the FDIC Disclosure Group at (800) 945-2186. If any
of the Notes are listed on the Luxembourg Stock Exchange then the publicly available portions of all such Call Reports
may also be obtained (without charge) from the office of Dexia Banque Internationale a` Luxembourg S.A. (the "Listing
Agent") specified on the inside back cover of this Offering Circular.
The Bank is a subsidiary of the Corporation, a North Carolina corporation and a registered financial holding
company. The Corporation is subject to the informational requirements of the United States Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other
information with the Commission. Financial information regarding the Corporation is set forth in its Annual Report on
Form 10-K for the year ended December 31, 2002, in its Quarterly Reports on Form 10-Q for the periods ended March 31,
2003, June 30, 2003 and September 30, 2003 and in its Current Reports on Form 8-K dated January 16, 2003, February 18,
2003, April 16, 2003, April 22, 2003, July 17, 2003, September 8, 2003 and October 15, 2003, each of which are hereby
incorporated by reference herein. Additional financial information regarding the Corporation subsequent to the date
hereof will be included in the Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and other information
subsequently filed by the Corporation with the Commission. For further information regarding the Corporation and the
Bank, reference is made to the previously filed reports referred to above and to the reports and other information filed by
the Corporation with the Commission pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act, subsequent to the
date of this Offering Circular and prior to the termination of the offering of the Notes, which are each incorporated herein
by reference. All such reports, proxy statements and other information are available as described below, or can be
inspected and copied at the offices of the Commission at 450 Fifth Street, N.W., Washington, DC 20549. Certain of such
reports, proxy statements and other information is also available from the Commission over the Internet at http://
www.sec.gov. Certain of the Corporation's securities are listed and traded on the New York Stock Exchange, Inc. (the
"NYSE"). Reports, proxy statements and other information can also be inspected at the offices of the NYSE, 20 Broad
Street, New York, New York 10005.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Offering Circular to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Offering Circular. All documents incorporated by reference herein
shall be deemed to be a part of this Offering Circular.
The Corporation will provide without charge to each person to whom a copy of this Offering Circular is delivered,
upon the written or oral request of any such person, a copy of any or all of the documents incorporated by reference
herein, other than exhibits to such documents, unless such exhibits are specifically incorporated by reference therein.
Requests should be directed to: Wachovia Corporation; Investor Relations, NC026; 301 South College Street; Charlotte,
NC 28288-0206; Telephone: (704) 374-2137. Such documents may also be obtained (without charge) from the office of the
Listing Agent specified on the inside back cover page of this Offering Circular.
4

The Bank will, in connection with the listing of any Notes on the Luxembourg Stock Exchange, in the event of a
material adverse change in the financial condition of the Bank which is not reflected in this Offering Circular, prepare a
supplement to this Offering Circular or publish a new Offering Circular for use in connection with any subsequent
issuance of Notes to be listed on the Luxembourg Stock Exchange. The Bank will, in connection with the listing of any
Notes on the Luxembourg Stock Exchange, prepare a new Offering Circular or supplement this Offering Circular, in the
event of an increase in the amount of the Program or if the terms of the Program are modified or amended in a manner
which would make this Offering Circular, as supplemented, materially inaccurate or misleading.
The delivery of this Offering Circular together with a Pricing Supplement relating to particular Notes in any
jurisdiction shall not constitute an offer in that jurisdiction of any of the other Notes covered by this Offering Circular.
5

SUMMARY OF CERTAIN TERMS AND CONDITIONS OF THE PROGRAM AND THE NOTES
The following summary does not purport to be complete and is taken from, and is qualified in its entirety by
reference to, the more detailed information appearing elsewhere in this Offering Circular, including the documents
incorporated by reference herein. Terms defined in this Offering Circular shall have the same meaning in this
summary.
Issuer:
Wachovia Bank, National Association
Description:
Global Bank Note Program for the Issue of Senior and Subordinated
Notes. Due 7 Days or More from Date of Issue
Arrangers:
Merrill Lynch & Co. and Wachovia Securities
Distribution Agents:
U.S. Distribution Agents
European Distribution Agents
Wachovia Capital Markets, LLC
Wachovia Securities International Limited
Barclays Capital Inc.
Barclays Bank PLC
Citigroup Global Markets, Inc.
Citigroup Global Markets Limited
Credit Suisse First Boston
Credit Suisse First Boston (Europe) Limited
Corporation
J.P. Morgan Securities Ltd.
J.P. Morgan Securities Inc.
Merrill Lynch International
Merrill Lynch, Pierce, Fenner
& Smith Incorporated
The Bank may also sell Notes directly to investors on its own behalf
and may appoint other distribution agents in addition to the
Distribution Agents. Notes may be distributed on a syndicated basis,
in which case the applicable Pricing Supplement will identify the dis-
tribution agents constituting the syndicate, or on a non-syndicated
basis. See "Plan of
Distribution".
United States Domestic Paying Agent
and Registrar:
Wachovia Bank, National Association
London Paying Agent and
London Issuing Agent:
Citibank, N.A., London Office
Luxembourg Paying Agent and
Transfer Agent:
Dexia Banque Internationale à Luxembourg
Calculation Agent:
Wachovia Bank, National Association
Corporate and Investment Banking
8739 Research Drive
Charlotte, NC 28288-0675
Attn: Issuance Desk, NC0675
Amount:
Up to a maximum of US$45,000,000,000 aggregate principal amount
(or the equivalent thereof in other currencies, calculated as described
herein) at any one time outstanding, subject to the following
limitations: (i) not more than US$45,000,000,000 (or the equivalent
thereof in other currencies, calculated as described herein) aggregate
principal amount of Notes with maturities of more than 270 days
from their respective dates of issue may be issued; and (ii) Notes
having maturities ranging from 7 days to 270 days from their re-
spective dates of issue may be issued from time to time and may be
outstanding at any one time in an aggregate maximum principal
amount equal to US$45,000,000,000 (or the equivalent thereof in
other currencies, calculated as described herein) minus the aggregate
principal amount of Notes having maturities of more than 270 days
which have been issued under the Program (whether or not then
outstanding). The Bank may at any time increase the maximum ag-
gregate principal amount of the Notes that may be issued or out-
standing at any one time pursuant to the Program.
6

Currencies:
Subject to any applicable laws and regulations, such currencies as
may be agreed between the Bank and the initial purchaser(s), as in-
dicated in the applicable Pricing Supplement. An investment in
Notes that are denominated in, or the payment of which is related to
the value of, a currency other than the currency of the country in
which a purchaser is resident or the currency in which a purchaser
conducts its business entails significant risks. See "Currency Risks".
Each issue, offer and sale of Notes denominated in Swiss Francs or
carrying a Swiss Franc-related element will be effected in com-
pliance with the relevant regulations of the Swiss National Bank,
which currently requires such issues that have a maturity of more
than one year to be effected through a bank domiciled in Switzer-
land that is regulated under the Federal Law on Banks and Savings
Banks of 1934, as amended, or through a securities dealer which has
been licensed as a securities dealer under the Federal Law on Stock
Exchanges and Securities Trading of 1995.
In connection with any issuance of Notes denominated in Yen, the
Bank and the Distribution Agents will be required to comply with
all applicable laws, regulations and guidelines, as amended from
time to time, of the Japanese government and regulatory authorities.
Maturities:
Any maturity of 7 days or more from the date of issue, as indicated
in the applicable Pricing Supplement. Notes denominated in a
particular currency will have such minimum or maximum matur-
ities as may be allowed or required from time to time by the rele-
vant central bank or equivalent body (however designated) in
respect of such currency or any laws or regulations applicable to the
Bank or the currency in which the relevant Notes are denominated.
Issue Price:
Notes may be issued on a fully paid or a partly paid basis and at an
issue price which is equal to, less than or more than, their principal
amount.
Form of Notes and Clearance:
The Notes may be offered (i) in the United States only, (ii) outside
the United States only or (iii) in and outside the United States
simultaneously as part of a global offering. Depending on where the
relevant Notes are offered and whether such Notes are issued in reg-
istered or bearer form, the Notes will clear through one or more of
The Depository Trust Company ("DTC"), Euroclear Bank S.A./N.V.,
as operator of the Euroclear System ("Euroclear"), and Clearstream
Banking, socie´te´ anonyme, or any successor thereto ("Clearstream,
Luxembourg").
Notes sold pursuant to an offering made in the United States only
will be issued in global registered form and will clear through DTC.
Such Notes will be represented by one or more DTC Global Notes
deposited with the Registrar as custodian for, and registered in the
name of a nominee of, DTC. Notes represented by DTC Global Notes
will trade in DTC's Same-Day Funds Settlement System and secon-
dary market trading activity in such Notes will therefore settle in
immediately available funds.
Except as described below, Notes sold outside of the United States in
accordance with Regulation S under the Securities Act will initially be
issued in the form of one or more Temporary Registered Global
Notes. Beneficial interests in such Notes will be exchanged for one or
more permanent Registered Global Notes upon the later of (i) the 40th
day after the completion of the distribution of the Notes of such
Tranche (determined as set forth under "Plan of Distribution -- Sales
Restrictions; United States Law") and (ii) the first date on which the
requisite certifications are provided to the London Issuing Agent by
7

or on behalf of the beneficial owner to the effect that such beneficial
owner either is not a U.S. person or is a U.S. person who purchased
securities in a transaction that did not require registration under
the Securities Act (without regard to Section 3(a)(2) thereof).
Except as described below, Notes sold pursuant to an offering made
outside the United States only will be issued in global registered
form and may clear through one or more of Euroclear and Clear-
stream, Luxembourg. Such Notes will be initially issued in the form
of one or more Temporary Registered Global Notes, as described
above, and upon exchange therefore will be represented by one or
more permanent Registered Global Notes deposited with a common
depositary for, and registered in the name of a nominee of, Euro-
clear or Clearstream, Luxembourg, as the case may be.
Notes sold pursuant to an offering made in and outside the United
States simultaneously as part of a global offering will be issued in
global registered form and may clear through one or more of DTC,
Euroclear and Clearstream, Luxembourg. Subject to the initial issu-
ance of Notes sold outside of the United States in accordance with
Regulation S under the Securities Act in the form of one or more
Temporary Registered Global Notes and their subsequent exchange
for permanent Registered Global Notes, as described above, such
Notes may be represented solely by one or more DTC Global Notes
deposited with a custodian for, and registered in the name of a
nominee of, DTC or, alternatively, by one or more DTC Global Notes
so deposited and registered in respect of Notes sold in the United
States, and a separate Registered Global Note deposited with a
common depositary for, and registered in the name of a nominee of,
Euroclear or Clearstream, Luxembourg, as the case may be, in re-
spect of Notes sold outside the United States.
In certain circumstances, the Bank may agree to issue Notes sold pur-
suant to an offering made outside the United States to non-U.S. per-
sons in bearer form. In that event, the Notes will be represented
initially by one or more Temporary Bearer Global Notes which will be
deposited outside of the United States on the Original Issue Date
thereof with a common depositary for Euroclear and Clearstream,
Luxembourg and which will be exchangeable, in whole but not in
part, for one or more Permanent Bearer Global Notes or, under certain
circumstances described under "Description of Notes -- Form of
Notes and Registration; Bearer Notes", for Definitive Bearer Notes not
earlier than 40 days after the completion of the distribution of the
Tranche represented by the Notes as determined and certified by the
Distribution Agents. Upon 60 days written notice as described under
"Description of Notes -- Form of Notes and Registration; Bearer
Notes", Definitive Bearer Notes with receipts with respect to install-
ments of principal, if any, attached and (unless they are Zero Coupon
Notes) interest coupons and talons for further coupons, if any, at-
tached will be issued and delivered in whole, but not in part, in ex-
change for a Permanent Bearer Global Note, to each clearing system
through which interests in such Permanent Bearer Global Note are
held for the accounts of the beneficial owners of such interests.
Ownership of beneficial interests in Registered Global Notes will be
evidenced only by, and transfers thereof will be effected only
through, records maintained by the clearing system through which
such interests are held and its direct and indirect participants. Ex-
cept as described under "Description of Notes -- Form of Notes
and Registration -- Bearer Notes", owners of beneficial interests in
Registered Global Notes will not be entitled to receive physical
delivery of Notes in definitive form. Any interest in a Temporary
8

Registered Global Note, a Temporary Bearer Global Note or a Perma-
nent Bearer Global Note will be transferable only in accordance with
the rules and procedures for the time being of Euroclear and/or
Clearstream, Luxembourg, as the case may be.
Registered Notes may not be exchanged for Bearer Notes.
Fixed Rate Notes:
Interest on Fixed Rate Notes having maturities of greater than one
year will be payable in arrears on such date or dates as will be speci-
fied in the applicable Pricing Supplement. Unless otherwise specified
in the applicable Pricing Supplement, interest on Fixed Rate Notes
with maturities of one year or less will be payable only at maturity.
Unless otherwise specified in the applicable Pricing Supplement,
interest on Fixed Rate Notes with maturities of greater than one
year will be computed on the basis of a 360-day year of twelve 30-
day months and interest on Fixed Rate Notes with maturities of one
year or less will be computed on the basis of the actual number of
days in the year divided by 360.
Floating Rate Notes:
Floating Rate Notes will bear interest determined by reference to
either (i) an ISDA Rate or (ii) one or more of the CMT Rate, the
Commercial Paper Rate, the Eleventh District Cost of Funds Rate,
the J.J. Kenny Rate, the CD Rate, the Federal Funds Rate, EURIBOR,
LIBOR, the Prime Rate, the Treasury Rate or such other interest rate
basis or interest rate formula as may be set forth in the applicable
Pricing Supplement.
The applicable Pricing Supplement will specify the basis for de-
termining interest on the related Floating Rate Notes and the Spread
and/or Spread Multiplier, if any, applicable thereto, the Maximum
Interest Rate and/or Minimum Interest Rate, if any, and certain
additional terms with respect thereto, including, if interest will be
determined on the basis of a reference rate, whether such Notes are
"Regular Floating Rate Notes," "Floating Rate/Fixed Rate Notes" or
"Inverse Floating Rate Notes".
Interest on Floating Rate Notes will be computed in the manner and
payable on the dates described under "Description of Notes -- Floating
Rate Notes".
Dual Currency Notes:
Payments (whether with respect to principal, premium, if any, or
interest and whether at maturity or otherwise) with respect to Dual
Currency Notes will be made in such currencies, and based on such
rates of exchange, as the Bank and the initial purchaser(s) may
agree, as indicated in the applicable Pricing Supplement. See
"Description of Notes -- Dual Currency Notes".
Indexed Notes:
Payments (whether with respect to principal, premium, if any, or
interest and whether at maturity or otherwise) with respect to In-
dexed Notes will be calculated by reference to such index and/or
formula on which the Bank and the initial purchaser(s) may agree,
as indicated in the applicable Pricing Supplement. An investment in
Notes indexed, as to principal, premium, if any, or interest, to one or
more values of currencies (including exchange rates between
currencies), commodities, securities or interest rate indices entails
significant risks. See "Description of Notes -- Indexed Notes".
9

Discount Notes
Discount Notes may be offered and sold at a discount to their princi-
(including Zero Coupon Notes):
pal amount and may bear interest at a fixed or floating rate or may
be Zero Coupon Notes, which bear no interest except in respect of
overdue principal. See "Description of Notes -- Discount Notes
(including Zero Coupon Notes)".
Payments:
The Bank will be obligated to make payments of principal and pre-
mium, if any, and interest on the Notes in the currency in which
such Notes are denominated. Except as otherwise set forth herein,
any such amounts to be paid by the Bank in respect of DTC Global
Notes denominated other than in U.S. Dollars will, unless otherwise
specified in the applicable Pricing Supplement, be converted into
U.S. Dollars for payment to the holders thereof as described under
"Description of Notes -- Payment of Principal, Premium and
Interest; General". Unless otherwise specified in the applicable Pric-
ing Supplement, payments of principal and premium, if any, and
interest on any other Registered Global Notes and on Bearer Notes
will be made in the currency in which such Notes are denominated.
Redemption and Repayment:
The applicable Pricing Supplement will indicate whether the Notes
issued pursuant thereto will be subject to redemption at the option
of the Bank or repayment at the option of the holder thereof, in each
case, in whole or in part, prior to maturity. If no indication is made
in the applicable Pricing Supplement, Notes of that Series will nei-
ther be subject to redemption at the option of the Bank or repay-
ment at the option of the holder thereof prior to maturity. In
addition, any Note may be redeemed by the Bank, in whole but not
in part, in the event of certain changes involving taxation.
To the extent then required under or pursuant to applicable capital
regulations, the Subordinated Notes may not be repaid prior to
maturity, either pursuant to an acceleration upon an Event of De-
fault or otherwise, without the prior written approval of the OCC.
Denomination of Notes:
Notes sold pursuant to Sections 16.5(a) (as it relates to Section 3(a)(3)
of the Securities Act) or 16.6(a) of Part 16 of the Regulations of the
OCC will be issued only in minimum denominations of US$250,000
and integral multiples of US$1,000 in excess thereof (or equivalent
denominations in other currencies, calculated as described herein).
Notes sold pursuant to Section 16.5(g) of Part 16 of the regulations of
the OCC (and in accordance with Regulation S under the Securities
Act) will, unless otherwise specified in the applicable Pricing
Supplement, be issued in minimum denominations of US$1,000 (or
equivalent denominations in other currencies, calculated as described
herein).
Taxation:
All payments with respect to the Notes will be made without with-
holding or deduction at source for or on account of any taxes or other
charges imposed by any governmental authority or agency in the
United States, except as described under "Description of Notes --
Payment of Principal, Premium and Interest; Additional Amounts".
All references herein to principal, premium and interest in respect of
any Note shall, unless the context otherwise requires, be deemed to
mean and include all Additional Amounts, if any, payable in respect
thereof as set forth in such Note or in the applicable Pricing Supple-
ment. See "Certain United States Federal Income Tax
Considerations".
Status of the Notes:
The Notes are direct, unconditional and unsecured general obliga-
tions of the Bank, do not evidence deposits and are not insured by
the FDIC or any other insurer. The Notes will be obligations solely
of the Bank and will not be guaranteed by the Corporation or any
other affiliate of the Bank.
10