Obligation Swiss Credit 0% ( XS0181260448 ) en EUR

Société émettrice Swiss Credit
Prix sur le marché 100 %  ⇌ 
Pays  Suisse
Code ISIN  XS0181260448 ( en EUR )
Coupon 0%
Echéance 08/01/2014 - Obligation échue



Prospectus brochure de l'obligation Credit Suisse XS0181260448 en EUR 0%, échue


Montant Minimal /
Montant de l'émission /
Description détaillée Credit Suisse était une grande banque suisse, active dans la gestion de fortune, l'investissement bancaire et les services financiers, avant sa prise de contrôle par UBS en mars 2023 suite à une crise de confiance.

L'Obligation émise par Swiss Credit ( Suisse ) , en EUR, avec le code ISIN XS0181260448, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 08/01/2014









Programme Memorandum

Credit Suisse First Boston, London Branch
and
Credit Suisse First Boston, Nassau Branch
Debt Issuance Programme
(Unlimited Programme size)
Under its debt issuance programme described in this Programme Memorandum (the "Programme"), Credit Suisse First Boston ("Credit Suisse
First Boston" or the "Bank"), a Swiss bank, acting through its London branch (the "London Branch") or its Nassau Branch (the "Nassau Branch"),
subject to compliance with all relevant laws, regulations and directives, may from time to time issue Securities (the "Securities"). The Securities
will be subject to the general terms and conditions set out in this Programme Memorandum as supplemented and/or modified by the terms set
out in the product supplement relating to the particular type of Securities (each a "Product Supplement") and on the terms set out in a pricing
supplement specific to a particular issue of Securities (each a "Pricing Supplement").
Any Series of Securities issued under the Programme may be listed, subject to appropriate application, on the Luxembourg Stock Exchange
and/or on any other stock exchange. Securities may also be unlisted. The relevant Pricing Supplement in respect of any Series of Securities will
specify the exchanges, if any, to which application will initially be made for such Securities to be listed. In relation to Securities listed on the
Luxembourg Stock Exchange, this Programme Memorandum is valid for a period of one year from the date hereof.
Restrictions have been imposed on offers and sales of the Securities and on the distribution of documents relating thereto in the United States of
America, the United Kingdom, Belgium, Germany, Luxembourg, the Netherlands and, in the case of issues by the Bank, acting through its Nassau
Branch, the Bahamas. The distribution of this document and offers and sales of the Securities in certain other jurisdictions may be restricted by
law. Persons into whose possession this document comes are required by the Bank to inform themselves about, and to observe, any such
restrictions. See "Selling Restrictions".
Securities of each Tranche of each Series to be issued in bearer form ("Bearer Securities" comprising a "Bearer Series") will initially be
represented by interests in a temporary global Security or by a permanent global Security, in either case in bearer form (a "Temporary Global
Security" and a "Global Security", respectively), without interest coupons, which will be deposited with a common depositary on behalf of
Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and Euroclear Bank S.A./N.V. as operator of the Euroclear System
("Euroclear") or such other clearing system as may be agreed between the Bank and JPMorgan Chase Bank, N.A. in its capacity as fiscal agent
(the "Fiscal Agent") (such clearing system is hereinafter referred to as an "Alternative Clearing System") on or before the relevant issue date.
Interests in a Temporary Global Security will be exchangeable, in whole or in part, for interests in a Global Security on or after the date 40 days
after the later of the commencement of the offering and the relevant issue date (the "Exchange Date"), upon certification as to non-U.S. beneficial
ownership. Definitive Bearer Securities will only be available in certain limited circumstances as described herein.
Securities of each Tranche of each Series to be issued in registered form ("Registered Securities" comprising a "Registered Series") and which
are sold in an "offshore transaction" within the meaning of Regulation S under the U.S. Securities Act of 1933 (the "Securities Act"), will initially
be represented by interests in a definitive global unrestricted Registered Certificate (each a "Regulation S Global Certificate"), without interest
coupons, which will be deposited with a common nominee for, and registered in the name of a common nominee of, Clearstream, Luxembourg
and Euroclear or an Alternative Clearing System on or before its issue date. Beneficial interests in a Regulation S Global Certificate will be shown
on, and transfers thereof will be effected only through records maintained by, Euroclear or Clearstream, Luxembourg or such Alternative Clearing
System.
Securities of each Tranche of each Registered Series sold within the United States ("Restricted Securities") will be sold only to "qualified
institutional buyers" (QIBs") as defined in Rule 144A under the Securities Act ("Rule 144A") and/or to a limited number of "accredited investors"
as defined in Rule 501(a) under the Securities Act ("Accredited Investors") and are subject to the selling transfer restrictions described in "Selling
Restrictions" and "Notice to Investors". As specified in the applicable Pricing Supplement, Restricted Securities will be represented by one or
more definitive global restricted Registered Certificates (each, a "DTC Restricted Global Certificate" and together with any Regulation S Global
Certificate, the "Global Certificates"), without interest coupons, which will be deposited with a custodian for, and registered in the name of a
nominee of, The Depository Trust Company ("DTC") on or before its or their issue date. Beneficial interests in a DTC Restricted Global Certificate
will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants. See "Summary of Provisions
relating to the Securities while in Global Form".
Beneficial interests in Global Certificates will be exchangeable for Certificates only in certain limited circumstances as described herein.
Application has also been made for publication of quotations for Registered Securities represented by Registered Global Certificates in The
PortalSM Market ("PORTAL"), a subsidiary of The Nasdaq Stock Market, Inc. and may be made for designation of Registered Global Certificates
as "PORTAL securities", as specified in the applicable Pricing Supplement.
This Programme Memorandum supercedes the Programme Memorandum relating to the London Branch Programme dated 27 November 2003.

Programme Memorandum dated 23 December 2004




Credit Suisse First Boston has taken all reasonable care to ensure that the information contained in this
Programme Memorandum is true and accurate in all material respects and that, in the context of the
issue of the Securities, subject to the information set out in the relevant Product Supplement (as defined
under "General Terms and Conditions of the Securities"), there are no other material facts the omission
of which makes misleading any statement herein, whether of fact or opinion. The Bank accepts
responsibility accordingly. The delivery of this Programme Memorandum at any time does not imply that
any information contained herein is correct at any time subsequent to the date hereof.
In connection with the issue and sale of the Securities, no person is authorised to give any information
or to make any representation not contained in this Programme Memorandum, and neither the Bank nor
any Dealer or Selling Agent (each as defined under "Sel ing Restrictions") accepts responsibility for any
information or representation so given that is not contained herein. This Programme Memorandum does
not constitute an offer of Securities, and may not be used for the purposes 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 offer or solicitation and no action is being taken to permit an offering of the
Securities or the distribution of this Programme Memorandum in any jurisdiction where any such action
is required except as specified in the relevant Pricing Supplement and/or Local Supplement.
The distribution of this Programme Memorandum and the offering of the Securities in certain
jurisdictions may be restricted by law. Persons into whose possession this Programme Memorandum
comes are required by the Bank to inform themselves about, and to observe, any such restrictions. The
Programme Memorandum, the relevant Product Supplement, Pricing Supplement and Local
Supplement(s) (as defined herein) (if any) may have been filed with the competent authorities in
countries other than Luxembourg.
THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES, AND THE SECURITIES MAY INCLUDE BEARER
SECURITIES THAT ARE SUBJECT TO U.S. TAX LAW REQUIREMENTS. SUBJECT TO CERTAIN
EXCEPTIONS, THE SECURITIES MAY NOT BE OFFERED OR SOLD OR, IN THE CASE OF
BEARER SECURITIES, DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT ("REGULATION S")). THE SECURITIES ARE BEING OFFERED AND SOLD
OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS IN RELIANCE ON REGULATION S AND
WITHIN THE UNITED STATES TO "QUALIFIED INSTITUTIONAL BUYERS" IN RELIANCE ON RULE
144A ("QIBs") AND IN CERTAIN CIRCUMSTANCES TO A LIMITED NUMBER OF ACCREDITED
INVESTORS. PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED THAT SELLERS OF THE
SECURITIES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5
OF THE SECURITIES ACT PROVIDED BY RULE 144A. FOR A DESCRIPTION OF THESE AND
CERTAIN FURTHER RESTRICTIONS ON OFFERS, SALES AND TRANSFERS OF SECURITIES
AND DISTRIBUTION OF THIS PROGRAMME MEMORANDUM, SEE "SELLING RESTRICTIONS"
AND "NOTICE TO INVESTORS". THIS PROGRAMME MEMORANDUM HAS BEEN PREPARED BY
THE BANK FOR USE IN CONNECTION WITH THE OFFER AND SALE OF THE SECURITIES AND
FOR THE LISTING OF SECURITIES ON THE LUXEMBOURG STOCK EXCHANGE.
THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES
AND EXCHANGE COMMISSION (THE "SEC"), ANY STATE SECURITIES COMMISSION IN THE
UNITED STATES OR ANY OTHER U.S. REGULATORY AUTHORITY NOR HAVE ANY OF THE
2




FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING
OF SECURITIES OR THE ACCURACY OR THE ADEQUACY OF THIS PROGRAMME
MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE
UNITED STATES.
TO NEW HAMPSHIRE RESIDENTS: NEITHER THE FACT THAT A REGISTRATION STATEMENT
NOR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE
NEW HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT
THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE
OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW
HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT
MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR
EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE
SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF,
OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSONS, SECURITY OR
TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE
PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE
PROVISIONS OF THIS PARAGRAPH.
No Security (or beneficial interest therein) may be acquired or held (in the initial acquisition or through a
transfer) with plan assets of any "employee benefit plan" as defined in Section 3(3) of the U.S.
Employee Retirement Income Security Act of 1974, as amended, or any "plan" covered by Section
4975 of the Code (collectively, "Benefit Plans"). The foregoing restriction, however, shall not apply to
the extent that, in addition to other conditions discussed herein, the acquisition and holding of the Note
satisfies the requirements of and is entitled to the exemptive relief afforded under Department of Labor
Prohibited Transaction Exemption ("PTE") 95-60, PTE 90-1, PTE 91-38, PTE 84-14, PTE 96-23 or any
other U.S. Department of Labor prohibited transaction class exemption. Each Investor will be deemed to
represent that it has purchased a Note (or beneficial interest therein) in compliance with the foregoing
restrictions. See "Certain ERISA Considerations".
In this Programme Memorandum, references to "EUR" and " " are to Euro, references to "Sfr" are to
Swiss Francs and references to "U.S.$" and to "U.S. dollars" are to United States dollars.
In connection with the issue of any Tranche of Securities, the Dealer (if any) disclosed as stabilising
manager in the applicable Pricing Supplement or any person acting for him may over-allot or effect
transactions which stabilise or maintain therewith a view to supporting the market price of the Securities
of the Series of which such Tranche forms a part at a level which might not otherwise prevail higher than
that which might otherwise prevail for a limited period after the issue date. However, there may be no
obligation on the stabilising manager or any agent of his to do this. Such stabilising, if commenced, may
be discontinued at any time, and must be brought to an end after a limited period.
3




TABLE OF CONTENTS
Page
TABLE OF CONTENTS .................................................................................................................................................4
INCORPORATION BY REFERENCE.......................................................................................................................5
SUMMARY OF THE PROGRAMME .........................................................................................................................6
GENERAL TERMS AND CONDITIONS OF THE SECURITIES ................................................................... 10
FORM OF PRICING SUPPLEMENT ..................................................................................................................... 33
SUMMARY OF PROVISIONS RELATING TO THE SECURITIES WHILE IN GLOBAL FORM........... 48
USE OF PROCEEDS ................................................................................................................................................. 53
TAXATION....................................................................................................................................................................... 54
CERTAIN ERISA CONSIDERATIONS................................................................................................................... 61
SELLING RESTRICTIONS........................................................................................................................................ 63
NOTICE TO INVESTORS........................................................................................................................................... 66
GENERAL INFORMATION ....................................................................................................................................... 69
EXHIBIT A
CREDIT SUISSE FIRST BOSTON INFORMATION STATEMENT DATED JULY 15, 2004
EXHIBIT B
STATEMENT DATED JULY 16, 2004 TO CREDIT SUISSE FIRST BOSTON INFORMATION
STATEMENT DATED JULY 15, 2004
EXHIBIT C
STATEMENT DATED JULY 16, 2004 TO CREDIT SUISSE FIRST BOSTON INFORMATION
STATEMENT DATED JULY 15, 2004
EXHIBIT D
STATEMENT DATED AUGUST 4, 2004 TO CREDIT SUISSE FIRST BOSTON INFORMATION
STATEMENT DATED JULY 15, 2004
EXHIBIT E
STATEMENT DATED AUGUST 20, 2004 TO CREDIT SUISSE FIRST BOSTON INFORMATION
STATEMENT DATED JULY 15, 2004
EXHIBIT F
STATEMENT DATED NOVEMBER 4, 2004 TO CREDIT SUISSE FIRST BOSTON INFORMATION
STATEMENT DATED JULY 15, 2004
4




INCORPORATION BY REFERENCE
Financial information relating to the Bank is contained in its most recent Information Statement dated 15
July 2004, as supplemented on 16 July 2004, 4 August 2004, 20 August 2004 and 4 November 2004
and as superseded and/or supplemented from time to time, which, as so superseded or supplemented,
is incorporated by reference in this Programme Memorandum.
Credit Suisse Group, the parent company of the Bank, files annual and current reports, including interim
financial information, with the U.S. Securities and Exchange Commission (the "SEC") on Forms 20-F
and 6-K. The SEC filings of Credit Suisse Group are available to the public over the Internet on the
SEC's website at www.sec.gov and on Credit Suisse Group's website at www.creditsuisse.com. Credit
Suisse Group's most recent annual report and any current reports filed since such annual report are
incorporated by reference in this Programme Memorandum.
Copies of the documents incorporated herein by reference are available (free of charge) at the specified
office of the Listing Agent.
SUPPLEMENTAL PROGRAMME MEMORANDUM
If at any time while any Securities are outstanding and listed on the Luxembourg Stock Exchange (or the
rules of any other stock exchange that so requires), there shall occur any adverse change in the financial
condition of the Bank that is, in the determination of the Bank, material in the context of the issuance of
any Securities under the Programme, which is not reflected in this Programme Memorandum, the
relevant Product Supplement, Pricing Supplement or Local Supplement (or any of the documents
incorporated by reference herein) or if the General Conditions are changed for subsequent issues of
Securities under the Programme, the Bank, acting through the Branch, shall prepare an amendment or
supplement to this Programme Memorandum or publish a replacement Programme Memorandum for
use in connection with any subsequent issue of Securities and shall make available free of charge at the
specified offices of the Agents and Listing Agent copies of such supplement. References herein to the
Programme Memorandum are to this document as amended, supplemented or replaced from time to
time.
ADDITIONAL INFORMATION FOR INVESTORS OUTSIDE LUXEMBOURG
Purchasers of Securities outside Luxembourg should also carefully read the local supplement(s) (the
"Local Supplements"), if any, prepared in connection with a sale of Securities in a specific jurisdiction
for information concerning, among other things, the country (other than Luxembourg) in which the
Securities are sold, the stock exchange on which such Securities may be listed, the particular tax
treatment for the Securities in such country, any entity retained by the Bank in such country and the
provision for the publication of required notices to investors under the laws or regulations of such
country.
5




SUMMARY OF THE PROGRAMME
The following summary is qualified in its entirety by the remainder of this Programme Memorandum.
Issuer:
Credit Suisse First Boston (the "Bank") acting through its
London Branch (the "London Branch") or its Nassau Branch
(the "Nassau Branch") as specified in the relevant Pricing
Supplement (the "Branch")
Fiscal Agent:
JPMorgan Chase Bank, N.A.
Method of Issue:
The Securities will be issued in series (each a "Series")
having one or more issue dates and on terms otherwise
identical (or identical other than in respect of the first
payment of interest), the Securities of each Series being
intended to be interchangeable with all other Securities of
that Series. Each Series may be issued in tranches (each a
"Tranche") on the same or different issue dates. The specific
terms of each Tranche (which will be supplemented, where
necessary, with supplemental terms and conditions and,
save in respect of the issue date, issue price, first payment
of interest and nominal amount of the Tranche, will be
identical to the terms of other Tranches of the same Series)
will be set out in a Product Supplement (if relevant) and a
Pricing Supplement to this Programme Memorandum.
Issue Price:
Securities may be issued at their nominal amount or at a
discount or premium to their nominal amount. Partly Paid
Securities may be issued, the issue price of which will be
payable in two or more instalments.
Form of Securities:
The Securities may be issued in bearer form only ("Bearer
Securities"), in bearer form exchangeable for Registered
Securities ("Exchangeable Bearer Securities") or in
registered form only ("Registered Securities"). Each Tranche
of Bearer Securities and Exchangeable Bearer Securities
will be represented on issue by a Temporary Global Security
or a Permanent Global Security. Registered Securities will
be represented by Certificates, one Security being issued in
respect of each Securityholder's entire holding of
Registered Securities of one Series. Certificates
representing Registered Securities that are registered in the
name of a nominee for one or more clearing systems are
referred to as "Global Certificates".
Clearing Systems:
Clearstream, Luxembourg, Euroclear or such other clearing
system as may be agreed between the Bank and the Fiscal
Agent (an "Alternative Clearing System") for Bearer
Securities and Euroclear, Clearstream, Luxembourg and
6




DTC or an Alternative Clearing System for Registered
Securities represented by Global Certificates. Application
may be made for trading of Registered Global Notes in
PORTAL, as specified in the applicable Pricing Supplement.
Initial Delivery of Securities:
On or before the issue date for each Bearer Series, the
Global Security representing Bearer Securities or
Exchangeable Bearer Securities may (or, in the case of
Securities listed on the Luxembourg Stock Exchange, shall)
be deposited with a common depositary for Euroclear and
Clearstream, Luxembourg. On or before the issue date for
each Registered Series, the Regulation S Global Certificate
in respect of Securities to be sold in an "offshore
transaction" within the meaning of Regulation S may (or, in
the case of Securities listed as the Luxembourg Stock
Exchange, shall) be deposited with a common depositary for
Euroclear and Clearstream, Luxembourg. On or before the
issue date for each Registered Series to be sold within the
United States to QIBs or to any Accredited Investors, the
DTC Restricted Global Certificate representing such
Restricted Securities will be deposited with a custodian for,
and registered in the name of a nominee of, DTC.
Global Securities or Global Certificates relating to
Securities that are not listed on the Luxembourg Stock
Exchange may also be deposited with an Alternative
Clearing System or may be delivered outside any clearing
system provided that the method of such delivery has been
agreed in advance by the Bank, the Fiscal Agent and the
relevant Dealer. Registered Securities that are to be
credited to one or more clearing systems on issue will be
registered in the name of nominees or a common nominee
for such clearing systems.
Maturities:
Subject to compliance with all relevant laws, regulations and
directives, any maturity between one month and 30 years.
Denominations:
Definitive Bearer Securities and Certificates will be in such
denominations as may be specified in the relevant Pricing
Supplement. Securities sold within the United States to
QIBs or any Accredited Investors shall be in denominations
of U.S.$100,000 (or its equivalent rounded upwards as
agreed between the Bank and the relevant Dealer(s)) or
higher in integral multiples of U.S.$1,000.
Fixed Rate Securities or Variable
Fixed interest or variable interest will be payable in arrear on
Rate Securities:
the date or dates in each year specified in the relevant
Pricing Supplement.
7




Floating Rate Securities:
Floating Rate Securities will bear interest determined
separately for each Series on the same basis as the floating
rate under a notional interest rate swap transaction in the
relevant Specified Currency governed by an agreement
incorporating the 2000 ISDA Definitions, as published by
the International Swaps and Derivatives Association, Inc.
Zero Coupon Securities:
Zero Coupon Securities may be issued at their nominal
amount or at a discount to it and will not bear interest.
Interest Periods and Interest
The length of the interest periods for the Securities and the
Rates:
applicable interest rate or its method of calculation may
differ from time to time or be constant for any Series.
Securities may have a maximum interest rate, a minimum
interest rate, or both. The use of interest accrual periods
permits the Securities to bear interest at different rates in
the same interest period. All such information will be set out
in the relevant Pricing Supplement.
Redemption:
The relevant Pricing Supplement will specify the basis for
calculating the redemption amounts payable.
Redemption by Instalments:
The Pricing Supplement issued in respect of each issue of
Securities that are redeemable in two or more instalments
will set out the dates on which, and the amounts in which,
such Securities may be redeemed.
Other Securities:
Terms applicable to any other type of Securities that the
Bank and any Dealer or Dealers may agree to issue under
the Programme will be set out in the relevant Product
Supplement and/or Pricing Supplement.
Optional Redemption:
The Pricing Supplement issued in respect of each issue of
Securities will state whether such Securities may be
redeemed prior to their stated maturity at the option of the
Bank, acting through the Branch, (either in whole or in part)
and/or the holders, and if so the terms applicable to such
redemption. See General Condition 5 for terms applicable
to redemption prior to the Maturity Date.
Status of Securities:
The Securities will constitute unsubordinated and
unsecured obligations of the Bank as described in General
Condition 3.
Early Redemption:
Except as provided in "Optional Redemption" above,
Securities will be redeemable at the option of the Bank,
acting through the Branch, prior to maturity only for tax or
illegality reasons. See General Condition 5.
Withholding Tax:
All payments in respect of the Securities will be made free
and clear of withholding taxes of Switzerland, the United
Kingdom (in the case of the London Branch) and the
8




Bahamas (in the case of the Nassau Branch), subject to
customary exceptions, all as described in General Condition
7.
Governing Law:
English.
Listing:
Any series of Securities may be listed, subject to
appropriate application, on the Luxembourg Stock Exchange
or on any other stock exchange. Securities may also be
unlisted.
Selling Restrictions:
See "Selling Restrictions".
Transfer Restrictions:
There are restrictions on the transfer of Registered
Securities sold in the United States to QIBs or to any
Accredited Investors. See "Notice to Investors".
ERISA Considerations:
By its purchase and holding of a Security (or a beneficial
interest therein), each investor therein will be deemed to
have represented and warranted either that (a) it is not an
employee benefit plan as described in section 3(3) of the
U.S. Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), and subject to ERISA, or a plan
subject to Section 4975 of the U.S. Internal Revenue Code
of 1986, as amended (the "Code"), or a governmental plan
or church plan which is subject to any federal, state or local
law that is substantially similar to the provisions of Section
406 of ERISA or Section 4975 of the Code, or an entity
whose assets are treated as assets of any such plan or (b)
its purchase and holding of a Security (or a beneficial
interest therein) will be covered by a U.S. Department of
Labor Prohibited Transaction Class Exemption.

9




GENERAL TERMS AND CONDITIONS OF THE SECURITIES
The following is the text of the general terms and conditions that, subject to the provisions of the
relevant Product Supplement and Pricing Supplement, shall be applicable to the Securities in definitive
form (if any) issued in exchange for the Global Security(ies) representing each Series. Either (i) the
full text of these terms and conditions together with the relevant provisions of the relevant Product
Supplement and Pricing Supplement or (ii) these terms and conditions as amended, supplemented or
varied by the relevant Product Supplement and Pricing Supplement (and subject to simplification by
the deletion of non-applicable provisions), shall be endorsed on such Bearer Securities or on the
Certificates relating to such Registered Securities. References in the Conditions to "Securities" are to
the Securities of one Series only, not to all Securities that may be issued under the Programme.
The Securities (which expression shall include any Securities issued pursuant to General Condition 12)
are issued pursuant to (i) an Agency Agreement (as amended or supplemented as at the Issue Date, the
"London Branch Agency Agreement") dated 28th February, 2003 between the Bank, acting through its
London Branch, JPMorgan Chase Bank, N.A. as fiscal agent and the other agents named in it and with
the benefit of a Deed of Covenant (as amended or supplemented as at the Issue Date, the "London
Branch Deed of Covenant") dated 28th March, 2002 executed by the Bank, acting through its London
Branch or (ii) an Agency Agreement (as amended or supplemented as at the Issue Date, the "Nassau
Branch Agency Agreement") dated 31 March, 2003 between the Bank, acting through its Nassau
Branch, JPMorgan Chase Bank, N.A. as fiscal agent and the other agents named in it and with the
benefit of a Deed of Covenant (as amended or supplemented as at the Issue Date, the "Nassau Branch
Deed of Covenant") dated 31 March, 2003 executed by the Bank, acting through its Nassau Branch,
(together, the "Agency Agreement" and the "Deed of Covenant" respectively), in relation to the
Securities. The fiscal agent, the paying agents, the registrar, the transfer agents and the calculation
agent(s) for the time being (if any) are referred to below respectively as the "Fiscal Agent", the "Paying
Agents" (which expression shall include the Fiscal Agent), the "Registrar", the "Transfer Agents" and the
"Calculation Agent(s)" and together the "Agents"). The Securityholders (as defined in General Condition
1), the holders of the interest coupons (the "Coupons") relating to interest bearing Securities in bearer
form and, where applicable in the case of such Securities, talons for further Coupons (the "Talons") (the
"Couponholders") and the holders of the receipts for the payment of instalments of principal (the
"Receipts") relating to Securities in bearer form of which the principal is payable in instalments are
deemed to have notice of all of the provisions of the Agency Agreement applicable to them.
Copies of the Agency Agreement and the Deed of Covenant are available for inspection at the specified
offices of each of the Paying Agents, the Registrar and the Transfer Agents.
The Securities of any series (a "Series") and of any tranche (a "Tranche") comprising, together with
another Tranche or other Tranches, a Series, are subject to these General Conditions, as modified
and/or supplemented by the terms of the relevant product supplement (each a "Product Supplement")
relating to the relevant Securities (the "Product Terms") and the terms of the relevant pricing supplement
(each a "Pricing Supplement") relating to the relevant Securities (the "Pricing Supplement Terms" and
together with the Product Terms, the "Terms").
Expressions used herein and not defined shall have the meaning given to them in the relevant Terms. In
the event of any inconsistency between the General Conditions and the Product Terms, the Product
10



Document Outline