Obligation Brasil Bank (Grand Cayman Branch) 1.8% ( XS0831102016 ) en JPY

Société émettrice Brasil Bank (Grand Cayman Branch)
Prix sur le marché 100 %  ▼ 
Pays  Bresil
Code ISIN  XS0831102016 ( en JPY )
Coupon 1.8% par an ( paiement annuel )
Echéance 25/09/2015 - Obligation échue



Prospectus brochure de l'obligation Banco do Brasil (Grand Cayman Branch) XS0831102016 en JPY 1.8%, échue


Montant Minimal 100 000 000 JPY
Montant de l'émission 24 700 000 000 JPY
Description détaillée Banco do Brasil (Grand Cayman Branch) est une filiale internationale de Banco do Brasil, offrant des services bancaires aux entreprises et aux institutions financières dans les îles Caïmans.

L'obligation XS0831102016 émise par Banco do Brasil (Grand Cayman Branch) au Brésil, d'un montant total de 24 700 000 000 JPY, avec un taux d'intérêt de 1,8%, une taille minimale d'achat de 100 000 000 JPY, et une maturité le 25/09/2015, a été remboursée à son échéance à 100% de sa valeur nominale.









PROGRAM CIRCULAR
PART A



Banco do Brasil S.A.
(incorporated in The Federative Republic of Brazil with limited liability)
U.S.$5,000,000,000
Global Medium-Term Note Program
for the issue of Notes due from 30 days to
30 years from the date of issue

Under the global medium-term note program (the "Program") Banco do Brasil S.A. ("Banco do Brasil" or the "Bank") (whether acting through its head
office or through a specified branch outside Brazil) or the Bank acting jointly and severally with any one of its designated subsidiaries named herein or a subsequently
appointed designated subsidiary (each a "Designated Subsidiary") (the "Issuer") may from time to time issue global medium-term notes (the "Notes") denominated in
such currencies as may be agreed with the Dealers (as defined below). The Notes may be issued on a continuing basis to one or more of the Dealers. The Notes will
have maturities from 30 days to 30 years from the date of issue (except as set out herein). The Notes will bear interest on a fixed or floating rate basis, or be issued on
a fully discounted basis and not bear interest. Subject as set out herein, the maximum aggregate nominal amount of all Notes issued under the Program will not
exceed U.S.$5,000,000,000 (or its equivalent in other currencies at the time of agreement to issue, subject as further set out herein). Notes will be issued in one or
more series (each a "Series") having one or more issue dates and the same maturity date, bearing interest on the same basis and at the same rate, and on terms
otherwise identical (except in relation to interest commencement dates and matters related thereto). Each Series shall be all in bearer form or all in registered form
and may be issued in one or more tranches (each a "Tranche") on different issue dates. Details applicable to each Tranche and Series will be specified in a supplement
to this document (a "Pricing Supplement"). The Notes will be issued on a continuing basis to or through J.P. Morgan Europe Limited, J.P. Morgan Securities LLC
(formally known as J.P. Morgan Securities Inc.), BB Securities Limited, Citigroup Global Markets Limited, Citicorp Securities, Inc., Credit Suisse First Boston LLC,
Credit Suisse First Boston (Europe) Limited, ING Bank N.V., Curaçao branch, Merrill Lynch International, Merrill Lynch Pierce Fenner & Smith Incorporated and
other dealers appointed in respect of a particular Tranche (each a "Dealer" and together the "Dealers").
Prospective investors should have regard to the considerations described under "Risk Factors" included in Part B of this Program Circular.
Application may be made to admit certain Series of Notes to be issued under the Program to listing on the Official List of the Luxembourg Stock
Exchange and to trading on the Euro MTF Market of the Luxembourg Stock Exchange (the "Euro MTF"), which is not a regulated market (as defined in Article I(13)
of Directive 93/22/EEC), or any other stock exchange. Certain Series of Notes may be issued under the Program that will not be listed on the Euro MTF Market or
any other stock exchange. The Pricing Supplement applicable to a Series will specify whether or not Notes of such Series have been admitted to listing on the Official
List of the Luxembourg Stock Exchange and to trading on the Euro MTF Market. In case the Notes are not admitted to listing on the Luxembourg Stock Exchange
and to trading on the Euro MTF Market, the Bank is not obliged to list the Notes on any other stock exchange.
This Program Circular constitutes a base prospectus for the purposes of listing Notes on the Luxembourg Stock Exchange and trading on the Euro MTF
Market for the purposes of the Luxembourg Act dated July 10, 2005, as amended, on prospectuses for securities, and is valid for the period of twelve months from its
date of publication. It should be read and construed together with any Pricing Supplement, which constitutes the final terms for the purpose of the Luxembourg Act,
dated July 10, 2005, as amended, on prospectuses for securities, and supplemental information memorandum and with any documents incorporated by reference
herein.
Notes of each Tranche of each Series to be issued in bearer form ("Bearer Notes" comprising a "Bearer Series") will initially be represented by interests
in a temporary global Note or by a permanent global Note, in either case in bearer form (a "Temporary Global Note" and a "Global Note", 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") on the relevant issue date. As indicated in the relevant Pricing Supplement, interests in a
Temporary Global Note will be exchangeable, in whole or in part, for interests in a Global Note on or after the date 40 days after the later of the commencement of the
offering and the issue date (the "Exchange Date"), upon certification as to non-U.S. beneficial ownership. Definitive Bearer Notes will only be available in certain
limited circumstances as described herein. Notes of each Tranche of each Series to be issued in registered form ("Registered Notes" comprising a "Registered Series")
and which are sold in "offshore transactions" in reliance on Regulation S ("Regulation S") under the U.S. Securities Act of 1933 (the "Securities Act") will initially be
represented by interests in one or more definitive global unrestricted Registered Notes (each a "DTC Unrestricted Global Note"), 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"). Until the expiration of 40 days after the later
of the commencement of the offering of a Tranche of a Registered Series and the issue date thereof, beneficial interests in a DTC Unrestricted Global Note may be
held only through Euroclear or Clearstream, Luxembourg. Notes in each Tranche of each Registered Series sold within the United States to a "qualified institutional
buyer" in reliance on Rule 144A under the Securities Act ("Rule 144A"), as referred to in, and subject to the transfer restrictions described in, "Subscription and Sale
and Transfer Restrictions", will initially be represented by a definitive global restricted Registered Note (each a "DTC Restricted Global Note" and, together with any
DTC Unrestricted Global Notes, the "DTC Global Notes"), without interest coupons, which will be deposited with a custodian for, and registered in the name of a
nominee of, DTC on its issue date. Beneficial interests in a DTC Unrestricted Global Note and a DTC Restricted Global Note will be shown on, and transfers thereof
will be effected only through, records maintained by DTC and its participants, including depositaries for Clearstream, Luxembourg and Euroclear. Notes in each
Tranche of a Registered Series sold within the United States to an institutional "accredited investor" in reliance on Regulation D under the Securities Act ("Regulation
D"), as referred to in, and subject to the transfer restrictions described in, "Subscription and Sale and Transfer Restrictions", will initially be represented by individual
definitive restricted Registered Notes, without interest coupons, which will be delivered to or to the order of, and registered in the name of, such institutional
accredited investors or a nominee thereof. See "Clearing and Settlement."

The date of this Program Circular is as of March 24, 2014.







Each of the Bank and each Designated Subsidiary, having made all reasonable enquiries, confirms that this
Program Circular contains all information with respect to the Bank, each Designated Subsidiary, the Bank and its
subsidiaries and affiliates taken as a whole (the "Group"), Brazil, the Program and the Notes to be issued under the
Program which is material in the context of the issue and offering of the Notes, that such information contained in
this Program Circular is true and accurate in all material respects and is not misleading, that the opinions and
intentions expressed in this Program Circular are honestly held and have been reached after considering all
relevant circumstances and are based on reasonable assumptions, that there are no other facts the omission of
which would, in the context of the offering and issue of the Notes hereunder, make any statement in this Program
Circular as a whole misleading in any material respect. Each of the Bank and each Designated Subsidiary accepts
responsibility accordingly. The obligations of the Bank and the Designated Subsidiaries in respect of the Notes are
not in any way guaranteed by, or otherwise backed by the credit of, Brazil or any agency or political subdivision
thereof.
This Program Circular (composed of Parts A, B and C) does not constitute an offer of, or an invitation by
or on behalf of the Bank, any Designated Subsidiary, any of the Dealers (as set out in "Summary of Terms and
Conditions of the Program and the Notes") or the Trustee (as defined herein) to subscribe or purchase, any of the
Notes. The distribution of this Program Circular and the offering of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Program Circular comes are required by the Bank, the
Designated Subsidiaries, the Dealers and the Trustee to inform themselves about and to observe any such
restrictions. For a description of certain further restrictions on offers and sales of Notes and distribution of this
Program Circular, see "Subscription and Sale and Transfer Restrictions."
This Program Circular may only be used for the purpose for which it has been published. No person is
authorized to give any information or to make any representation not contained in this Program Circular and any
information or representation not so contained must not be relied upon as having been authorized by or on behalf of
the Bank, any Designated Subsidiary, any of the Dealers, or the Trustee. The delivery of this Program Circular at
any time does not imply that the information contained in it is correct as at any time subsequent to its date.
THE NOTES 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
FOREGOING AUTHORITIES PASSED UPON THE ACCURACY OR THE ADEQUACY OF THIS
PROGRAM CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE
IN THE UNITED STATES.
THE NOTES 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 NOTES MAY INCLUDE BEARER NOTES
THAT ARE SUBJECT TO U.S. TAX LAW REQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS,
THE NOTES MAY NOT BE OFFERED OR SOLD OR, IN THE CASE OF BEARER NOTES,
DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS (AS DEFINED IN REGULATION S). THIS PROGRAM CIRCULAR HAS BEEN PREPARED
BY THE BANK AND THE DESIGNATED SUBSIDIARIES FOR USE IN CONNECTION WITH THE
OFFER AND SALE OF THE NOTES 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 AND TO INSTITUTIONAL
"ACCREDITED INVESTORS" IN RELIANCE ON REGULATION D UNDER THE SECURITIES ACT
AND FOR THE LISTING OF THE NOTES ON THE LUXEMBOURG STOCK EXCHANGE.
PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED THAT SELLERS OF THE NOTES 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 AND SALES OF THE NOTES AND DISTRIBUTION OF THIS
PROGRAM CIRCULAR, SEE "SUBSCRIPTION AND SALE AND TRANSFER RESTRICTIONS."
TO NEW HAMPSHIRE RESIDENTS: NEITHER THE FACT THAT A REGISTRATION
STATEMENT OR AN APPLICATION FOR A LICENCE HAS BEEN FILED UNDER RSA 421-B OF THE
NEW HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT

A-2





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.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilizing Manager(s) (or persons acting on behalf of any Stabilizing Manager(s)) in the applicable Pricing
Supplement may over-allot Notes or effect transactions with a view to supporting the market price of the
Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the
Stabilizing Manager(s) (or persons acting on behalf of a Stabilizing Manager) will undertake stabilization
action. Any stabilization action may begin on or after the date on which adequate public disclosure of the
terms of the offer of the relevant Tranche of Notes is made and, if begun, may be ended at any time, but it
must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days
after the date of the allotment of the relevant Tranche of Notes. Any stabilization action or over-allotment
must be conducted by the relevant Stabilizing Manager(s) (or person(s) acting on behalf of any stabilizing
Manager(s)) in accordance with all applicable laws and rules.
________________________


A-3





CONTENTS

Page
Certain Definitions .................................................................................................................................................... A-5
Documents Incorporated in the Program Circular ..................................................................................................... A-7
Forward-Looking Statements .................................................................................................................................... A-8
Description of the Program ........................................................................................................................................ A-9
Summary of Terms and Conditions of the Program and the Notes ......................................................................... A-10
Terms and Conditions of the Notes ......................................................................................................................... A-14
Form of the Notes .................................................................................................................................................... A-37
Clearing and Settlement ........................................................................................................................................... A-40
Use of Proceeds ....................................................................................................................................................... A-44
Designated Subsidiaries ........................................................................................................................................... A-45
The Brazilian Financial System and Banking Regulation ....................................................................................... A-46
Regulation of the Cayman Islands Banking Industry .............................................................................................. A-75
Regulation and Supervision in the United States ..................................................................................................... A-76
Foreign Exchange Rates and Exchange Controls .................................................................................................... A-77
Taxation ................................................................................................................................................................... A-79
Certain ERISA and Related Considerations ............................................................................................................ A-91
Subscription and Sale and Transfer Restrictions ..................................................................................................... A-92
General Information .............................................................................................................................................. A-101

A-4





CERTAIN DEFINITIONS
In this Program Circular:

"BB," the "Bank," and "Banco do Brasil" refer to Banco do Brasil S.A., a sociedade anônima organized
under the laws of Brazil, unless the context otherwise requires.

"BBSeg IPO" refers to the initial public offering of common shares of BB Seguridade Participações S.A. by
the Bank, which was completed on April 25, 2013.

"Banco Múltiplo" refers to the banking operations at the branches of Banco do Brasil in Brazil and abroad
(and not the operations of any affiliates, subsidiaries or other holdings of the Bank).

"BNDESPAR" refers to BNDES Participações S.A.--BNDESPAR, a wholly owned corporation
(subsidiária integral) incorporated under the laws of Brazil and controlled by Banco Nacional de
Desenvolvimento Econômico e Social--BNDES.

"Brasilprev" refers to Brasilprev Seguros and Previdência S.A., an insurance and pension subsidiary of the
Bank.

"Brazil" refers to the Federative Republic of Brazil.

"Central Bank" or "Central Bank of Brazil" refers to Banco Central do Brasil.

"Euro" refers to the single currency 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.

"Federal Government" refers to the federal government of Brazil.

"FINAME" refers to the Agência Especial de Financiamento Industrial, a subsidiary of BNDES specialized
in equipment financing.

"Issuer" refers to Banco do Brasil S.A., whether acting through its head office or through a specified office
outside of Brazil, unless the context otherwise requires.

"Large Companies" and "Corporate Clients" refer to companies, credit cooperatives and associations with
annual gross revenues greater than R$400.0 million for the industrial sector and R$600.0 million for the
commercial and services sectors.

"Mid Sized Companies" refers to companies, credit cooperatives and associations with annual gross
revenues between R$25.0 million and R$400.0 million for the industrial sector and between R$25.0 million
and R$600.0 million for the commercial and services sectors.

"Parity Fund" refers to the equal contributions to PREVI by public entities, such as the Bank, with sponsors
and participants each contributing 50%, as required by the Brazilian constitution.

"PREVI" and "Retirement and Pension Plan" refer to Caixa de Previdência dos Funcionários do Banco do
Brasil, a closed ended complementary pension fund (entidade fechada de previdência complementar)
incorporated under the laws of Brazil.

"real," "reais" and "R$" refer to the Brazilian real, the official currency of Brazil.

"Small Companies" refer to companies, credit cooperatives and associations with annual gross revenues
less than R$25.0 million for the industrial, commercial and services sectors.

"United States" refers to the United States of America.

A-5






"U.S. dollar," "U.S. dollars" and "U.S.$" refer to U.S. dollars, the official currency of the United States.

"yen" and "¥" refer to Japanese yen, the official currency of Japan.

A-6





DOCUMENTS INCORPORATED IN THE PROGRAM CIRCULAR
This Program Circular consists of:
(1)
this Part A;
(2)
the information describing the Bank up to December 31, 2013, set out in Part B; and
(3)
the information summarizing certain differences between Accounting Practices Adopted in Brazil
("Brazilian GAAP") and International Financial Reporting Standards ("IFRS") set out in Part C.
The following documents shall be deemed to form part of, and shall be incorporated by reference in, this
Program Circular:
(1) the Bank's: (i) audited individual and consolidated financial statements as of and for the years
ended December 31, 2013 and 2012 (the "2013 Financial Statements"); and (ii) audited individual and consolidated
financial statements as of and for the years ended December 31, 2012 and 2011 (the "2012 Financial Statements",
and together with the 2013 Financial Statements, the "Financial Statements") as set out in Part C, in each case,
prepared in accordance with accounting practices adopted in Brazil and in the English language, and which are
available on the website of the Luxembourg Stock Exchange at www.bourse.lu;
(2)
all amendments and supplements to this Program Circular prepared from time to time in
accordance with the undertaking by each of the Bank and each Designated Subsidiary in the Dealer Agreement
described below; and
(3)
the applicable Pricing Supplement prepared in respect of any Series of Notes issued under the
Program, save that any statement contained herein or in a document all or the relative portion of which is
incorporated by reference herein shall be deemed to be modified or superseded by such Pricing Supplement for the
purpose of this Program Circular to the extent that a statement contained in any such subsequent document all or the
relative portion of which is or is deemed to be incorporated by reference herein modifies or supersedes such earlier
statement.
References to this "Program Circular" shall be taken to mean this document and all the documents from
time to time incorporated by reference herein and forming part hereof.
Each of the Bank and each Designated Subsidiary will, at the specified offices of the Paying Agents and
Transfer Agents (each as defined under "Terms and Conditions of the Notes"), provide, without charge, to each
person to whom a copy of this Program Circular has been delivered, upon the oral or written request of any such
person, a copy of any or all of the documents incorporated herein by reference. Written or oral requests for such
documents should be directed to the specified office of any Paying Agent or Transfer Agent or the specified office
of the Paying Agent in Luxembourg.
Each of the Bank and each Designated Subsidiary has agreed to comply with any undertakings given by it
from time to time to the Luxembourg Stock Exchange in connection with the Notes and, without prejudice to the
generality of the foregoing, shall furnish to the Luxembourg Stock Exchange all such information as the
Luxembourg Stock Exchange may require in connection with the listing on the Luxembourg Stock Exchange of the
Notes. The Bank and the Designated Subsidiaries shall, during the continuance of the Program, prepare a
supplement to this Program Circular or publish a new Program Circular whenever required by the rules of the
Luxembourg Stock Exchange and in any event if there is a significant change affecting any matter contained in this
Program Circular or a significant new matter arises the inclusion of information in respect of which would have
been so required if it had arisen when this Program Circular was prepared.

A-7





FORWARD-LOOKING STATEMENTS
This Program Circular contains statements that constitute forward looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the
"Exchange Act"). These statements appear in a number of places in this Program Circular, principally in "Risk
Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and
"Business," and include statements regarding the intent, belief or current expectations of the Bank or those of its
officers with respect to, among other things, the use of proceeds of the offering, the Bank's financing plans, trends
affecting the Bank's financial condition or results of operations, the impact of competition and future plans and
strategies. These statements reflect the Bank's views with respect to such matters, and are subject to risks,
uncertainties and assumptions, including, among other things:

general economic, political and business conditions, both in Brazil and abroad;

management's expectations and estimates concerning the Bank's future financial performance,
financing plans and programs, and the effects of competition;

the Bank's level of capitalization and debt;

anticipated trends and competition in the Brazilian banking and financial services industries;

the market value of Federal Government securities;

interest rate fluctuations, inflation and the value of the real in relation to other currencies;

existing and future governmental regulation and tax matters;

increases in defaults by borrowers and other loan delinquencies and increases in the provision for
loan losses;

customer loss, revenue loss and deposit attrition;

the Bank's ability to sustain or improve performance;

credit and other risks of lending and investment activities; and

other risk factors as set forth under "Risk Factors."
The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "plan,"
"target," "project," "forecast," "guideline," "should," and similar words are intended to identify forward looking
statements but are not the exclusive means of identifying such statements. The Bank does not undertake any
obligation to update publicly or revise any forward looking statements because of new information, future events or
other factors. In light of these risks and uncertainties, the forward looking events and circumstances discussed in
this Program Circular might not occur. The Bank's actual results could differ substantially from those anticipated in
such forward looking statements.

A-8





DESCRIPTION OF THE PROGRAM
The Issuer may, from time to time, issue Notes denominated in such currencies as may be agreed with the
relevant Dealer(s).
The issue price, issue date, maturity date, nominal amount and interest rate (if any) applicable to any Note
and any other relevant provisions of such Note will be agreed between the Issuer and the relevant Dealer(s) at the
time of agreement to issue and will be specified in the applicable Pricing Supplement, as more fully described under
"Form of the Notes."
Subject as set out herein, this Program Circular and any supplement hereto will only be valid for listing
Notes on the Luxembourg Stock Exchange up to an aggregate nominal amount of U.S.$5,000,000,000 (or its
equivalent in the other currencies specified herein), calculated by reference to the Exchange Rate (as described in
the penultimate paragraph of "Form of the Notes") and otherwise on the basis specified in "Form of the Notes."

A-9





SUMMARY OF TERMS AND CONDITIONS OF THE PROGRAM AND THE NOTES
The following does not purport to be complete and is taken from, and is qualified in its entirety by, the
remainder of this Program Circular and, in relation to the terms and conditions of any particular Tranche of Notes,
the applicable Pricing Supplement. Words and expressions defined or used in "Form of the Notes" and "Terms and
Conditions of the Notes" shall have the same meaning in this Summary:
Issuer:
Banco do Brasil S.A. (whether acting through its head office or through a
specified branch outside Brazil) or Banco do Brasil S.A. jointly and severally
with any one of the Designated Subsidiaries.
Arranger:
J.P. Morgan Europe Limited.
Dealers:
J.P. Morgan Europe Limited, J.P. Morgan Securities LLC (formally known as
J.P. Morgan Securities Inc.), BB Securities Limited, Citigroup Global Markets
Limited, Citicorp Securities, Inc., Credit Suisse First Boston LLC, Credit Suisse
First Boston (Europe) Limited, ING Bank N.V., Curação branch, Merrill Lynch
International, Merrill Lynch Pierce Fenner & Smith Incorporated and such other
dealers as may be appointed in respect of the Program or a particular Tranche.
Specified Currencies:
U.S. dollars, euro, Sterling or such other currency as may be agreed between the
Issuer, the relevant Dealer(s) and the Trustee.
Amount:
Up to U.S.$5,000,000,000 (or its equivalent in other currencies calculated as set
out herein) aggregate nominal amount of Notes. Under the Dealer Agreement,
the nominal amount of Notes which may be issued under the Program may be
increased, subject to the satisfaction of certain conditions set out therein. For the
purpose of calculating the aggregate nominal amount of Notes outstanding,
Notes issued at a discount shall be treated as having been issued at their accrued
original issue discount calculated by reference to the amortization yield formula
as specified in the applicable Pricing Supplement or, if none is specified in the
applicable Pricing Supplement, their face amount and Notes issued at a premium
shall be treated as having been issued at the amount of their net proceeds
received by the Issuer.
Maturities:
Subject to compliance with all relevant laws and directives, any maturity
between 30 days and 30 years, or in each case such other maximum or minimum
maturity as may be allowed or required from time to time by the relevant central
bank (or equivalent body (however called)) or any laws or regulations applicable
to the relevant currency or currencies.
Issue Price:
Notes may be issued at par or at a discount or premium to par.
Method of Issue:
The Notes will be issued on a continuous basis, which may include syndicated
placements. Further Notes may be issued as part of an existing Series.
Rate of Interest:
Notes may be issued on a fixed rate, a floating rate or zero coupon basis.
Fixed Rate Notes:
Fixed rate interest will be payable in arrears on the date or dates as agreed
between the Issuer and the relevant Dealer(s) in each year (as specified in the
applicable Pricing Supplement).

Interest will be calculated on the basis specified in the applicable Pricing
Supplement.

A-10




Document Outline