Obligation Caixabenk 0.251% ( XS0147547177 ) en EUR

Caixabenk

100 % ▲

Espagne

XS0147547177 ( en EUR )

0.251% par an ( paiement annuel )

31/03/2032

Prospectus brochure de l'obligation Caixabank XS0147547177 en EUR 0.251%, échéance 31/03/2032

1 000 EUR

7 985 000 EUR

06/03/2026 ( Dans 27 jours )

Caixabank est une banque commerciale espagnole majeure, leader sur son marché domestique, qui propose une gamme complète de services bancaires et financiers aux particuliers et aux entreprises.

L'Obligation émise par Caixabenk ( Espagne ) , en EUR, avec le code ISIN XS0147547177, paye un coupon de 0.251% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 31/03/2032

INFORMATION MEMORANDUM
Caymadrid International Ltd.
(Incorporated with limited liability in the Cayman Islands)
guaranteed by
Caja Madrid
(Caja de Ahorros y Monte de Piedad de Madrid)
(Incorporated as a Savings Bank (Caja de Ahorros) under the laws of the Kingdom of Spain)
EUR12,000,000,000
Programme for the Issuance of Debt Instruments
Application has been made to the Financial Services Authority (in its capacity as
competent authority for the purposes of Part VI of the Financial Services and Markets Act
2000 (the "FSMA", the "UK Listing Authority") for debt instruments (the "Instruments") issued
during the period of twelve months after the date of this document under the programme (the
"Programme") described in this document to be admitted to the Official List and to trading on
the London Stock Exchange plc (the "London Stock Exchange"). This document comprises
listing particulars issued in compliance with the listing rules made under Section 74 of the
FSMA for the purpose of giving information with regard to the issue during the period of twelve
months after the date of this document of Instruments under the Programme. Copies of this
document have been delivered for registration to the Registrar of Companies in England and
Wales in accordance with Section 83 of the FSMA.
Application has been made to the Luxembourg Stock Exchange for Instruments issued
under the Programme to be listed on the Luxembourg Stock Exchange during the period of
twelve months after the date hereof.
Arranger
MORGAN STANLEY
Dealers
BARCLAYS CAPITAL
CAJA MADRID
DEUTSCHE BANK
GOLDMAN SACHS INTERNATIONAL
JPMORGAN
LEHMAN BROTHERS
MERRILL LYNCH INTERNATIONAL
MORGAN STANLEY
SCHRODER SALOMON SMITH BARNEY
UBS WARBURG
30 September, 2002

Caymadrid International Ltd. (the ``Issuer'') and Caja de Ahorros y Monte de Piedad de Madrid
(``Caja Madrid'' or the ``Guarantor'') accept responsibility for the information contained in these listing
particulars. To the best of the knowledge and belief of the Issuer and of the Guarantor (who have taken all
reasonable care to ensure that such is the case), the information contained in these listing particulars is in
accordance with the facts and does not omit anything likely to affect the import of such information.
Any reference in this document to listing particulars means this document excluding all information
incorporated by reference. The Issuer and the Guarantor have con®rmed that any information incorporated
by reference, including any such information to which readers of this document are expressly referred, has
not been and does not need to be included in the listing particulars to satisfy the requirements of the FSMA
or the Listing Rules. The Issuer and the Guarantor believe that none of the information incorporated therein
by reference con¯icts in any material respect with the information included in the listing particulars.
The Issuer and the Guarantor have con®rmed to the dealers (the ``Dealers'') named under
``Subscription and Sale'' that this Information Memorandum (as de®ned below) is true and accurate in all
material respects and is not misleading; that there are no other facts in relation to the information contained
or incorporated by reference herein the omission of which would, in the context of the issue of the
Instruments, make any statement herein misleading in any material respect and that all reasonable enquiries
have been made to verify the foregoing. The Issuer and the Guarantor have further con®rmed to the Dealers
that this Information Memorandum (subject to being supplemented by pricing supplements (each a ``Pricing
Supplement'') referred to herein) contains all such information as investors and their professional advisers
would reasonably require, and reasonably expect to ®nd, for the purpose of making an informed assessment
of the assets and liabilities, ®nancial position, pro®ts and losses, and prospects of the Issuer and the
Guarantor and its subsidiaries and of the rights attaching to the relevant Instruments.
This document supersedes the previous Information Memorandum dated 27 July, 2001. The initial
aggregate principal amount of the Programme established on 10 May, 1994 was increased from
U.S.$1,000,000,000 to U.S.$3,500,000,000 on 11 February, 1999. On 21 July, 2000, the aggregate principal
amount was increased to U.S.$5,500,000,000. On 14 June, 2001, the aggregate principal amount was
increased to U.S.$8,500,000,000. On 27 September, 2002 the aggregate principal amount was increased to
EUR 12,000,000,000.
This document should be read and construed with any amendment or supplement thereto (this
document, as amended or supplemented, the ``Information Memorandum''), with any Pricing Supplement
and with any other documents incorporated by reference provided always that any such amendment or
supplement and any such other documents incorporated by reference shall not form part of the listing
particulars as contained in this document.
Neither the Issuer nor the Guarantor has authorised the making or provision of any representation or
information regarding the Issuer or the Instruments other than as contained or incorporated by reference in
this Information Memorandum, in the Dealership Agreement (as de®ned herein), in any other document
prepared in connection with the Programme or any Pricing Supplement or as approved for such purpose by
the Issuer. Any such representation or information should not be relied upon as having been authorised by
the Issuer, the Guarantor, the Dealers or any of them.
No representation or warranty is made or implied by the Dealers or any of their respective af®liates,
and neither the Dealers nor any of their respective af®liates makes any representation or warranty or
accepts any responsibility, as to the accuracy or completeness of the information contained herein. Neither
the delivery of this Information Memorandum or any Pricing Supplement nor the offering, sale or delivery
of any Instrument shall, in any circumstances, create any implication that there has been no adverse change
in the ®nancial situation of the Issuer or the Guarantor since the date hereof or, as the case may be, the date
upon which this document has been most recently amended or supplemented or the balance sheet date of the
most recent ®nancial statements which are deemed to be incorporated into this document by reference.
The distribution of this Information Memorandum and any Pricing Supplement and the offering, sale
and delivery of the Instruments in certain jurisdictions may be restricted by law. Persons into whose
possession this Information Memorandum or any Pricing Supplement comes are required by the Issuer and
the Dealers to inform themselves about and to observe any such restrictions. For a description of certain
restrictions on offers, sales and deliveries of Instruments and on the distribution of this Information
Memorandum or any Pricing Supplement and other offering material relating to the Instruments see
``Subscription and Sale''. In particular, Instruments have not been and will not be registered under the
United States Securities Act of 1933 (as amended) and may include Instruments in bearer form which are
subject to U.S. tax law requirements. Subject to certain exceptions, Instruments may not be offered, sold or
delivered within the United States or to U.S. persons. In addition, the Issuer has not authorised any offer of
Instruments to the public in the United Kingdom within the meaning of the Public Offers of Securities
2

Regulations 1995 (the ``Regulations''). Instruments may not lawfully be offered or sold to persons in the
United Kingdom except in circumstances which do not result in an offer to the public in the United Kingdom
within the meaning of the Regulations or otherwise in compliance with all applicable provisions of the
Regulations.
Neither this Information Memorandum nor any Pricing Supplement may be used for the purpose of
an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to
any person to whom it is unlawful to make such an offer or solicitation.
Neither this Information Memorandum nor any Pricing Supplement constitutes an offer or an
invitation to subscribe for or purchase any Instruments and should not be considered as a recommendation
by the Issuer, the Guarantor, the Dealers or any of them that any recipient of this Information
Memorandum or any Pricing Supplement should subscribe for or purchase any Instruments. Each recipient
of this Information Memorandum or any Pricing Supplement shall be taken to have made its own
investigation and appraisal of the condition (®nancial or otherwise) of the Issuer.
All references in this Information Memorandum to ``United States dollars'', ``U.S.$'' or ``$'' are to
the currency of the United States of America and all references herein to ``euro'', ``EUR'' or ``e'' are to
the single currency of the European Union as introduced at the start of the third stage of the European
Economic and Monetary Union pursuant to the Treaty establishing the European Community, as
amended.
3

TABLE OF CONTENTS
Page
Summary of the Programme PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
6
Terms and Conditions of the Instruments PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP 10
Use of Proceeds PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP 32
Form of Pricing Supplement PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP 33
Caymadrid International Ltd PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP 38
Caja Madrid PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP 48
Taxation PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP 59
Subscription and Sale PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP 60
General Information PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP 63
Registered Of®ce of Caymadrid lnternational Ltd PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP 65
Registered and Head Of®ce of Caja Madrid PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP 65
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF INSTRUMENTS UNDER THE
PROGRAMME, THE DEALER (IF ANY) WHICH IS SPECIFIED IN THE RELEVANT
PRICING SUPPLEMENT AS THE STABILISING MANAGER (OR ANY PERSON ACTING
FOR THE STABILISING MANAGER) MAY OVER-ALLOT OR EFFECT TRANSACTIONS
WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE INSTRUMENTS 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 THE STABILISING MANAGER) TO DO THIS. SUCH STABILISING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME AND MUST BE BROUGHT TO AN
END AFTER A LIMITED PERIOD. SUCH STABILISING SHALL BE IN COMPLIANCE WITH
ALL APPLICABLE LAWS, REGULATIONS AND RULES.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents shall be deemed to be incorporated in, and to form part of, this
document:
(1) the most recently published annual report (including the ®nancial statements therein) of each of
the Issuer and the Guarantor from time to time; and
(2) all amendments and supplements to this Information Memorandum prepared by the Issuer and
the Guarantor from time to time,
save that (i) any statement contained herein or any of the documents incorporated by reference in
and forming part of, this Information Memorandum shall be deemed to be modi®ed or superseded
for the purpose of this Information Memorandum to the extent that a statement contained in any
document subsequently incorporated by reference modi®es or supersedes such statement provided that
any modifying or superseding statement does not form part of the listing particulars as contained in
this document given in compliance with the listing rules made under Section 74 of the FSMA and (ii)
any documents incorporated by reference do not form part of the listing particulars as contained in
this document given in compliance with the listing rules made under Section 74 of the FSMA.
The Issuer and the Guarantor have undertaken, in connection with the listing of the Instruments
on the Luxembourg Stock Exchange, that if there shall occur any adverse change in the business or
®nancial position of the Issuer or the Guarantor or any change in the information set out under ``Terms
and Conditions of the Instruments'', that is material in the context of issuance under the Programme, the
Issuer and the Guarantor will prepare or procure the preparation of an amendment or supplement to the
Information Memorandum or, as the case may be, publish a new Information Memorandum, for use in
connection with any subsequent issue by the Issuer or the Guarantor of Instruments to be listed on the
Luxembourg Stock Exchange.
4

The Issuer and the Guarantor will, at the speci®ed of®ces of the Paying Agents, provide, free of
charge, upon the oral or written request therefor, a copy of the Information Memorandum (or any
document incorporated by reference in the Information Memorandum). Written or oral requests for such
documents should be directed to the speci®ed of®ce of any Paying Agent or the speci®ed of®ce of the
Listing Agent in Luxembourg.
5

SUMMARY OF THE PROGRAMME
The following is a brief summary only and should be read, in relation to any Instruments, in
conjunction with the relevant Pricing Supplement and, to the extent applicable, the Terms and Conditions of
the Instruments set out herein.
Issuer:
Caymadrid International Ltd.
Guarantor:
Caja Madrid (Caja de Ahorros y Monte de Piedad de Madrid).
Arranger:
Morgan Stanley & Co. International Limited.
Dealers:
Barclays Bank PLC, Caja Madrid, Deutsche Bank AG London,
Goldman Sachs International, Lehman Brothers International
(Europe), Merrill Lynch International, J.P. Morgan Securities
Ltd., Morgan Stanley & Co. International Limited, Salomon
Brothers International Limited and UBS AG, acting through its
business group UBS Warburg and any other dealer appointed
from time to time by the Issuer either generally in respect of the
Programme or in relation to a particular Tranche of Instruments.
Fiscal and Paying Agent:
Bank One, NA.
Luxembourg Listing Agent:
Banque GeÂneÂrale du Luxembourg S.A.
Programme Amount:
EUR 12,000,000,000 (or its approximate equivalent in any other
currency at the date of the agreement to issue any Tranche of
Instruments). The aggregate principal amount of Instruments
which may be outstanding under the Programme may be
increased from time to time, subject to compliance with the
relevant provisions of the Dealership Agreement as de®ned under
``Subscription and Sale''.
Issuance in Series:
Instruments will be issued in series (each, a ``Series''). Each Series
may comprise one or more tranches (``Tranches'' and each, a
``Tranche'') issued on different issue dates. The Instruments of
each Series will all be subject to identical terms, whether as to
currency, interest, maturity or otherwise, or terms which are
identical except that the issue dates the amount of the ®rst
payment of interest and/or the denomination thereof may be
different and save that a Series may comprise Instruments in
bearer form and Instruments in registered form. The Instruments
of each Tranche will all be subject to identical terms in all
respects save that a Tranche may comprise Instruments in bearer
form and Instruments in registered form and may comprise
Instruments of different denominations.
Form of Instruments:
Instruments may be issued in bearer form or in registered form.
In respect of each Tranche of Instruments issued in bearer form,
the Issuer will deliver a temporary global Instrument
(``Temporary Global Instrument''), which will be deposited on or
before the relevant issue date therefor with a depositary or a
common depositary for Euroclear Bank S.A./N.V. as operator of
the Euroclear System (``Euroclear'') and/or Clearstream Banking,
socieÂteÂ anonyme, Luxembourg (``Clearstream, Luxembourg'') and/
or any other relevant clearing system. Each Temporary Global
Instrument will be exchangeable for a permanent global
Instrument (``Permanent Global Instrument'') or, if so speci®ed in
the relevant Pricing Supplement, for Instruments in de®nitive
bearer form and/or (in the case of a Series comprising both
bearer and registered Instruments (``Registered Instruments'') and
if so speci®ed in the relevant Pricing Supplement) registered form
in accordance with its terms. Each Permanent Global Instrument
will be exchangeable for Instruments in de®nitive bearer form
and/or (in the case of a Series comprising both bearer and
Registered Instruments and if so speci®ed in the relevant Pricing
Supplement) registered form in accordance with its terms.
6

Instruments in de®nitive bearer form will, if either have interest
coupons (``Coupons'') attached or have a grid for recording the
payment of interest endorsed thereon and will, if the principal
thereof is repayable by instalments, have a grid for recording the
payment of principal endorsed thereon. Instruments in registered
form may not be exchanged for Instruments in bearer form.
Currencies:
Instruments may be denominated in any currency or currencies
subject to compliance with all applicable legal and/or regulatory
and/or central bank requirements. Payments in respect of
Instruments may, subject to compliance as aforesaid, be made in
and/or linked to, any currency or currencies other than the
currency in which such Instruments are denominated.
Redenomination:
The applicable Pricing Supplement may provide that certain
Instruments may be redenominated in euro. The relevant
provisions applicable to any such redenomination are contained
in Condition 10D.
Status of Instruments:
Instruments may be issued on a subordinated or unsubordinated
basis, as speci®ed in the relevant Pricing Supplement.
Status of Guarantee:
The irrevocable and unconditional obligations of the Guarantor
under the Guarantee in respect of any Series of Instruments will
constitute either subordinated or unsubordinated obligations of
the Guarantor as speci®ed in the relevant Pricing Supplement.
Issue Price:
Instruments may be issued at any price and either on a fully or
partly paid basis, as speci®ed in the relevant Pricing Supplement.
Maturities:
Any maturity, subject, in relation to speci®c currencies, to
compliance
with
all
applicable
legal
and/or
regulatory
requirements.
Where Instruments have a maturity of less than one year from
their date of issue and either (a) the issue proceeds are received
by the Issuer in the United Kingdom or (b) the activity of
issuing the Instruments is carried on from an establishment
maintained by the Issuer in the United Kingdom, such
Instruments must: (i) have a minimum denomination of £100,000
(or its equivalent in other currencies) and be issued only to
persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or
agent) for the purposes of their businesses'; or who it is
reasonable to expect will acquire, hold, manage or dispose of
investments (as principal or agent) for the purposes of their
businesses or (ii) be issued in other circumstances which do not
constitute a contravention of section 19 of the FSMA by the
Issuer.
Redemption:
Instruments may be redeemable at par or at such other
redemption amount (detailed in a formula or otherwise) as may
be speci®ed in the relevant Pricing Supplement. Any redemption
of Subordinated Instruments shall be subject to the prior consent
of Banco de EspanÄa and in no event shall such redemption take
place within a period of ®ve years from the date of issue.
Early Redemption:
Early redemption will be permitted for taxation reasons as
mentioned in ``Terms and Conditions of the Instruments Ð Early
Redemption for Taxation Reasons'', but will otherwise be
permitted only to the extent speci®ed in the relevant Pricing
Supplement. Any early redemption of Subordinated Instruments
shall be subject to the prior consent of Banco de EspanÄa and in
no event shall such redemption take place within a period of ®ve
years from the date of issue.
7

Interest:
Instruments may be interest-bearing or non-interest bearing.
Denominations:
Instruments will be issued in such denominations as may be
speci®ed in the relevant Pricing Supplement, subject to
compliance
with
all
applicable
legal
and/or
regulatory
requirements.
Taxation:
Payments by the Issuer in respect of Instruments or by the
Guarantor in respect of the Guarantee will, except in certain
circumstances (see Taxation Ð Taxation in the Kingdom of
Spain), be made without withholding or deduction for, or on
account of, any present or future taxes, duties, assessments or
governmental charges of whatever nature imposed or levied by or
on behalf of the Cayman Islands or the Kingdom of Spain, as
applicable, or any political subdivision thereof or any authority
or agency therein or thereof having power to tax, unless the
withholding or deduction of such taxes, duties, assessments or
governmental charges is required by law. In that event, the Issuer
or the Guarantor, as applicable will (subject to customary
exceptions) pay such additional amounts as will result in the
holders of Instruments or Coupons receiving such amounts as
they would have received in respect of such Instruments or
Coupons or, as the case may be, the Guarantee had no such
withholding or deduction been required.
Governing Law:
Unless otherwise speci®ed in the relevant Pricing Supplement, the
Instruments and all related contractual documentation will be
governed by, and construed in accordance with, English law, save
that the subordination provisions contained in Condition 3B, will
be governed by, and shall be construed in accordance with,
Cayman Islands laws and Condition 4B will be governed by, and
shall be construed in accordance with, Spanish law and the
subordination provisions in the Guarantee will be governed by,
and shall be construed in accordance with, Spanish law.
Listing:
Each Series may be admitted to the Of®cial List of the UK
Listing Authority and admitted to trading on the London Stock
Exchange and/or listed on the Luxembourg Stock Exchange and/
or listed on any other stock exchange as may be agreed between
the Issuer and the relevant Dealer and speci®ed in the relevant
Pricing Supplement or may be unlisted.
Terms and Conditions:
A Pricing Supplement will be prepared in respect of each
Tranche of Instruments a copy of which, in the case of
Instruments to be listed on any stock exchange, listing authority
or quotation system, will be delivered to the relevant stock
exchange, listing authority or quotation system on or before the
date of issue of such Instruments and otherwise in accordance
with the rules and regulations of each relevant stock exchange,
listing authority or quotation system. The terms and conditions
applicable to each Series will be those set out herein as
supplemented, modi®ed or replaced by the relevant Pricing
Supplement.
Enforcement of Instruments in
In the case of Instruments in global form, individual investors'
Global Form:
rights will be governed by a Deed of Covenant dated
30 September 2002, a copy of which will be available for
inspection at the speci®ed of®ce of the Fiscal Agent.
Clearing Systems:
Euroclear and/or Clearstream, Luxembourg and/or, in relation to
any Instruments, any other clearing system as may be speci®ed in
the relevant Pricing Supplement.
8

Ratings:
Unless otherwise stated in the relevant Pricing Supplement, the
Instruments have been rated AA- by Standard & Poor's Ratings
Group, Aa2 by Moody's Investors Service, Inc. and AA by Fitch
Ratings Ltd for senior Instruments. A 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.
Selling Restrictions:
For a description of certain restrictions on offers, sales and
deliveries of Instruments and on the distribution of offering
material in the United States of America, the United Kingdom,
Japan, the Netherlands, the Republic of France, the Federal
Republic of Germany, the Kingdom of Spain, The Netherlands
and the Cayman Islands see under ``Subscription and Sale''.
Further restrictions may be required in connection with any
particular Tranche of Instruments and will be speci®ed in the
documentation relating to such Tranche.
9

TERMS AND CONDITIONS OF THE INSTRUMENTS
The following are the Terms and Conditions of the Instruments which (subject to amendment) will be
applicable to each Series of Instruments Provided that the relevant Pricing Supplement in relation to any
Instruments may specify other Terms and Conditions which shall, to the extent so speci®ed or to the extent
inconsistent with these Terms and Conditions, replace the following Terms and Conditions for the purposes
of such Instruments.
The Instruments are issued in accordance with an amended and restated issue and paying agency
agreement (the ``Issue and Paying Agency Agreement''), which expression shall include any amendments
or supplements thereto) dated 30 September 2002 and made between the Issuer, the Guarantor, Bank
One, NA in its capacities as ®scal agent (the ``Fiscal Agent'', which expression shall include any successor
to Bank One, NA in its capacity as such) and as principal registrar (the ``Principal Registrar'', which
expression shall include any successor to Bank One, NA in its capacity as such), CreÂdit Agricole
Indosuez Luxembourg S.A. in its capacity as alternative registrar (the ``Alternative Registrar'', which
expression shall include any successor to CreÂdit Agricole Indosuez Luxembourg S.A. in its capacity as
such), and the paying agents named therein (the ``Paying Agents'', which expression shall include the
Fiscal Agent and any substitute or additional paying agents appointed in accordance with the Issue and
Paying Agency Agreement). The Instruments have the bene®t of a deed of covenant (the ``Deed of
Covenant'', which expression shall include any amendments or supplements thereto) dated 30 September
2002 executed by the Issuer in relation to the Instruments. The Guarantor has, for the bene®t of the
holders of the Instruments from time to time, executed and delivered a deed of guarantee (the
``Guarantee'', which expression shall include any amendments or supplements thereto) dated
30 September 2002 under which it has guaranteed the due and punctual payment of all amounts due by
the Issuer under the Instruments and the Deed of Covenant as and when the same shall become due and
payable. Copies of the Issue and Paying Agency Agreement, the Deed of Covenant and the Guarantee
are available for inspection at the speci®ed of®ce of each of the Paying Agents, the Principal Registrar,
the First Alternative Registrar and the Second Alternative Registrar. All persons from time to time
entitled to the bene®t of obligations under any Instruments shall be deemed to have notice of, and shall
be bound by, all of the provisions of the Issue and Paying Agency Agreement, the Deed of Covenant and
the Guarantee insofar as they relate to the relevant Instruments.
The Instruments are issued in series (each, a ``Series''), and each Series may comprise one or more
tranches (``Tranches'' and each, a ``Tranche'') of Instruments. Each Tranche will be the subject of a
pricing supplement (each, a ``Pricing Supplement''), a copy of which will be available for inspection at
the speci®ed of®ce of the Fiscal Agent or as the case may be CreÂdit Agricole Indosuez Luxembourg S.A.
or, as the case may be, the Registrar (as de®ned in Condition 2.02). In the case of a Tranche of
Instruments in relation to which application has not been made for admission to the Of®cial List of the
London Stock Exchange or for listing on any other stock exchange, copies of the relevant Pricing
Supplement will only be available for inspection by the relevant Dealer or Dealers speci®ed in such
Pricing Supplement, any Paying Agent or a Holder of or as the case may be, a Relevant Account Holder
(as de®ned in the Deed of Covenant) in respect of, such Instruments.
References in these Terms and Conditions to Instruments are to Instruments of the relevant Series
and any references to Coupons are to Coupons (and where the context permits Talons) relating to
Instruments of the relevant Series.
1. Form and Denomination
1.01 Instruments are issued in bearer form or in registered form, as speci®ed in the relevant Pricing
Supplement.
Form of Bearer Instruments
1.02 Each Tranche of Instruments issued in bearer form (``Bearer Instruments'') will be represented
upon issue by a temporary global instrument (a ``Temporary Global Instrument'') in substantially the
form (subject to amendment and completion) scheduled to the Issue and Paying Agency Agreement.
In the case of an exchange for Instruments in registered form (``Registered Instruments'') at any time
and without any requirement for certi®cation, but otherwise on or after the date (the ``Exchange
Date'') which is forty days after the issue date of the relevant Tranche or, if so speci®ed in the
Pricing Supplement, completion of the distribution of the Instruments of the relevant Tranche and
provided certi®cation as to the bene®cial ownership thereof as required by U.S. Treasury regulations
10