MUFG

Mitsubishi UFJ Trust and Banking Corporation(Incorporated ;n Japan with !imUed liability)¥500,000,000,000
Euro Medium Term Note ProgrammeThis document (the "Prospectus") is issued to update, amend and restate, and supersedes, the Prospectus of the Mitsubishi
UFJ Trust and Banking Corporation and MTBC Finance (Aruba) A.E.C. dated 10 December 2010. MTBC Finance (Aruba) A. E. C.
is no longer an Issuer under the Euro Medium Term Note (the "Programme"). Under the Programme, Mitsubishi UFJ Trust andBanking Corporation (the ''Issuer" or the "Bank"), subject to compliance with all relevant laws, regulations and directives, may fromtime to time issue Senior Notes (as defined below), Subordinated Dated Notes (as defined below) or Subordinated Perpetual Notes (asdefined below), (together the "Notes"). The Notes may rank as senior obligations of the Issuer (the ''Senior Notes'') or subordinatedobligations of the Issuer (i) with a minimum maturity of five years up to 30 years (the "Subordinated Dated Notes") or (ii) without aspecified maturity date (the "Subordinated Perpetual Notes" and together with the Subordinated Dated Notes, the "SubordinatedNotes)".
The aggregate nominal amount of Notes outstanding will not exceed ¥500,000,000,000 (or the equivalent in other currencies
calculated at the date of each issue).
The Notes will be issued to one or more of the Dealers specified below and any additional Dealer appointed under the
Programme from time to time, which appointment may be for a specific issue or on an ongoing basis (each a "Dealer'' and together the"Dealers").
Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial
Services and Markets Act 2000 (the "UK Listing Authority") for Notes issued under the Programme for the period of 12 months fromthe date of this Prospectus to be admitted to the official list of the UK Listing Authority (the "Official List") and to the London Stock
Exchange plc (the "London Stock Exchange") for such Notes to be admitted to trading on the London Stock Exchange's RegulatedMarket (the "Market"). References in this Prospectus to Notes being "listed" (and all related references) shall mean that such Notes
have been admitted to trading on the Market and have been admitted to the Official List. The Market is a regulated market for the
purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC of the European Parliament and of the Council on
Markets in financial instruments). Howeve1; unlisted Notes may be issued pursuant to the Programme. The relevant Final Terms in
respect of the issue of any Notes will specify whether or not such Notes will be listed on the Official List and admitted to trading on
the Market (or any other stock exchange).
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Prospectus.
The Notes of each Series will initially be represented (as indicated in the relevant Final Terms) by either a temporary global
Note or a permanent global Note (each a "Global Note") which will be deposited on the issue date with a common depositary on
behalf of Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg'') orotherwise delivered as agreed between the Issuer and the relevant Dealer. Interests in temporary Global Notes will be exchangeable forinterests in permanent Global Notes or, if so stated in the relevant Final Terms, for definitive Notes after the date falling 40 days after
the issue date, upon certification as to non-U.S. beneficial ownership and interests in permanent Global Notes may be exchangeablefor definitive Notes, in each case as described under "Summary of Provisions relating to the Notes while in Global Form".
As at the date of this Prospectus, the Issuer has been assigned a credit rating of AA (stable) by Japan Credit Rating Agency, Ltd.
Tranches of Notes (as defined in "General Description of the Programme") may be rated or unrated. Where a Tranche ofNotes is rated, it will be rated AA for Senior Notes, AA- for Subordinated Dated Notes qualifying as Lower Tier 2 capital and, A+
for Subordinated Perpetual Notes by Japan Credit Rating Agency, Ltd. and such rating will be specitied in the relevant Final Terms,
Japan Credit Rating Agency, Ltd. is not established in the European Union but is certified under Regulation (EC) No I 060/2009 of theEuropean Parliament and of the Council of 16 September 2009 on credit rating agencies. A rating is not a recommendation to buy, sellor hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
The issue price and the amount of the relevant Notes will be determined, before filing of the relevant Final Terms of each
Tranche, based on then prevailing market conditions.

Arranger

Mitsubishi UFJ Trust International Limited
Dealers

Mitsubishi UFJ Trust International Limited
Citigroup
Goldman Sachs International
Morgan Stanley

BofA Merrill Lynch
Daiwa Capital Markets Europe
J.P. Morgan
NomuraThe date of this Prospectus is 16 December 2011.

This Prospectus comprises a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the"Prospectus Directive") and for the purpose of giving information with regard to the Bank and the Bank's subsidiaries
and affiliates which, according to the particular nature of the Bank and the Notes, is necessary to enable investors tomake an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of theBank.
The Bank accepts responsibility for the information contained in this Prospectus. To the best of theknowledge of the Bank (having taken all reasonable care to ensure that such is the case) the information containedin this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of suchinformation.
This Prospectus is to be read in conjunction with all documents which are incorporated herein by reference(see "Documents Incorporated by Reference").
In connection with the issue and offering of the Notes no person has been authorised to give any informationor to make any representation other than those contained in this Prospectus and, if given or made, such information
or representation must not be relied upon as having been authorised by the Bank, BNY Mellon Corporate Trustee
Services (the "Trustee") or the Dealers. Neither the delivery of this Prospectus nor any sale made in connection
herewith shall, under any circumstances, create any implication that the information herein is correct as of any time
subsequent to its date. The Arranger, the Dealers and the Trustee expressly do not undertake to review the financial
condition or affairs of the Bank during the life of the Programme.
To the fullest extent permitted by law, none of the Dealers, the Arranger nor the Trustee accept any
responsibility for the contents of this Prospectus or for any other statement, made or purported to be made by the
Arranger or a Dealer or on its behalf in connection with the Bank or the issue and offering of the Notes. The
Arranger and each Dealer and the Trustee accordingly disclaims all and any liability whether arising in tort orcontract or otherwise (save as referred to above) which it might otherwise have in respect of this Prospectus or any
such statement. Neither the Arranger, the Dealers nor the Trustee accept any liability in relation to the information
contained in this Prospectus or any other information provided by the Bank in connection with the Programme.
Neither this Prospectus nor any other information supplied in connection with the Programme (i) is intended
to provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation by the Bank or
any of the Arranger, the Dealers or the Trustee that any recipient of this Prospectus or any other information suppliedin connection with the Programme should purchase any Notes. Each investor contemplating purchasing any Notes
should make its own independent investigation of the financial condition and affairs, and its own appraisal of thecreditworthiness, of the Bank. Neither this Prospectus nor any other information supplied in connection with theProgramme constitutes any offer or invitation by or on behalf of the Issuer, or any of the Arranger, the Dealers or the
Trustee to any person to subscribe for or to purchase any Notes.
The distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. Persons into whose possession this Prospectus or any Notes come must inform themselves about, andobserve, any such restrictions. In particular, there are restrictions on the distribution of this Prospectus and the offer
or sale of Notes in the United States of America, the United Kingdom, Japan and the Netherlands (see "Plan ofDistribution"). Furthermore, this Prospectus does not constitute, and may not be used for the purposes of, an offer,invitation or solicitation by anyone in any jurisdiction or in any circumstances in which such offer, invitation orsolicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, (the "Securities
Act") and are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered, soldor 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).
In connection with the issue of any Tranche, the Dealer or Dealers (if any) named as the stabilising
manager(s) (the "Stabilising Manager(s)") (or any person acting on behalf of any Stabilising Manager(s)) in theapplicable Final Terms may over-allot Notes or effect transactions with a view to supporting the market price of theNotes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising
Manager(s) (or any person acting on behalf of any Stabilising Manager) will undertake stabilisation action. Any
stabilisation action may begin on or after the date on which adequate public disclosure of the final terms of the offer
of the relevant Tranche 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 and 60 days after the date of the allotment of the relevant
Tranche. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager(s) (or any
person acting on behalf of any Stabilising Manager(s) in accordance with all applicable laws and rules.
BY PURCHASING THE NOTES, AN INVESTOR WILL BE DEEMED TO HAVE REPRESENTED
THAT IT IS A GROSS RECIPIENT (AS DEFINED IN "PLAN OF DISTRIBUTION").
A prospective investor should consult with its own professional advisers on its tax position as to whether it isa Specially Related Party.
In this Prospectus, references _to "EUR" and "€" are to the !mtful currency of those members of the European
Union 1vhich are participating in the European Economic and Monetary Union pursuant to the Treaty on European
Union, to "US. dollars", "US. $" and"$" are to United States dollars and to "yen" and "¥" are to Japanese yen.

2

TABLE OF CONTENTS
Page

Documents Incorporated by Reference
Supplemental Prospectus
General Description of the Programme
Overview of the Programme
Risk Factors ..
Terms and Conditions of the Notes ..
Summary of Provisions relating to the Notes while in Global Form
Use of Proceeds
Mitsubishi UFJ Trust and Banking Corporation ..
Management
Taxation
Plan of Distribution
Form of Final Terms
General Information

3

4
4

5
6

10
18

39
42
43

49

50
52
56

67

DOCUMENTS INCORPORATED BY REFERENCE

This Prospectus should be read and construed in conjunction with the audited consolidated
annual financial statements of the Bank for the financial years ended 31 March 2010 and 31 March2011 respectively together in each case with the independent auditors' report thereon, each of whichhave been previously published or are published simultaneously with this Prospectus and which havebeen approved by the Financial Services Authority or filed with it. Such documents shall beincorporated in, and form part of, this Prospectus, save that any statement contained in a document
which is incorporated by reference herein shall be modified or superseded for the purpose of thisProspectus to the extent that a statement contained herein modifies or supersedes such earlier
statement (whether expressly, by implication or otherwise). Any statement so modified or superseded
shall not, except as so modified or superseded, constitute a part of this Prospectus. Any documents
themselves incorporated by reference in the documents incorporated by reference in this Prospectus
shall not form part of this Prospectus. The parts of the above mentioned documents which are notincorporated by reference into this Prospectus are either not relevant for investors or are covered
elsewhere within this Prospectus.
The financial statements and independent auditors' reports referred to above are direct andaccurate translations of the original Japanese reports.
The financial information of the Bank included in this Prospectus has not been prepared inaccordance with International Financial Reporting Standards ("IFRS") and there may be material
differences in the financial information had IFRS been applied to the financial information.
The Bank will provide, without charge, to each person to whom a copy of this Prospectus has
been delivered, upon the oral or written request of such person, a copy of any or all of such documents
incorporated herein by reference unless such documents have been modified or superseded as specified
above. Written or telephone requests for such documents should be directed to the Bank at its office set
out at the end of this Prospectus.
SUPPLEMENTAL PROSPECTUS

If at any time the Issuer shall be required to prepare a supplemental prospectus pursuant to
Section 87G of the Financial Services and Markets Act 2000, the Issuer will prepare and make available
an appropriate amendment or supplement to this Prospectus which, in respect of any subsequent issueof Notes to be listed on the Official List and admitted to trading on the Market, shall constitute a
supplemental prospectus as required by the UK Listing Authority and Section 87G of the Financial
Services and Markets Act 2000.
If at any time during the duration of the Progra111111e there is a significant new factor, mistakeor material inaccuracy relating to information contained in this Prospectus which is capable ofaffecting the assessment of any Notes whose inclusion would reasonably be required by investors andtheir professional advisers, and would reasonably be expected by them to be found in this Prospectus,
for the purpose of making an informed assessment of the assets and liabilities, financial position,
profits and losses and prospects of the Issuer, and the rights attaching to the Notes, the Issuer shallprepare an amendment or supplement to this Prospectus or publish a replacement Prospectus for use
in connection with any subsequent offering of the Notes and shall supply to each Dealer and theTrustee such number of copies of such supplement hereto as such Dealer and the Trustee may
reasonably request.

4

GENERAL DESCRIPTION OF THE PROGRAMME

Under the Programme, the Issuer may from time to time issue Notes denominated in any
currency, Senior Notes (as defined under the Terms and Conditions of the Notes), in the case ofSubordinated Dated Notes, Notes having a maturity of more than five years to 30 years from the dateof original issue and/or Subordinated Perpetual Notes as defined under the Terms and Conditions of
the Notes without a specified maturity date, subject as set out herein. An overview of the Programmeappears on pages 6 to 9. The applicable terms of any Notes will be agreed between the Issuer and therelevant Dealer(s) prior to the issue of the Notes and will be set out in the terms and conditions of theNotes endorsed on the Notes, as modified and supplemented by the relevant Final Terms with respect
to a specific tranche of Notes (each a "Tranche'').
This Prospectus and any supplement will only be valid for listing Notes on the Official List andadmitted to trading on the Market in an aggregate nominal amount which, when added to theaggregate nominal amount then outstanding of all Notes previously or simultaneously issued under the
Programme, does not exceed ¥500,000,000,000 or its equivalent in other currencies, subject to increaseas provided in the Dealer Agreement (as defined in "Plan of Distribution"). For the purpose of
calculating the yen equivalent of the aggregate nominal amount of Notes issued under the Programmefrom time to time:(a) the yen equivalent of Notes denominated in another Specified Currency (as specified in therelevant Final Terms) shall be determined by The Bank of New York Mellon (the "Agent") on behalfof the Issuer, either as of the date of the agreement to issue such Notes (the "Agreement Date") or, if
such determination cannot be made as of such Agreement Date, on the first succeeding day on which
commercial banks and foreign exchange markets are open for business in London, in each case on thebasis of the spot rate for the sale of yen against the purchase of such Specified Currency in the London
foreign exchange market quoted by any leading bank selected by the Agent on the relevant day of
calculation;(b) the yen equivalent of Dual Currency Notes, Index Linked Notes and Partly Paid Notes(each as specified in the relevant Final Terms) shall be calculated in the manner specified above byreference to the original nominal amount of such Notes (in the case of Partly Paid Notes regardless ofthe subscription price paid); and(c) the yen equivalent of Zero Coupon Notes and other Notes issued at a discount or premium
shall be calculated in the manner specified above by reference to the net proceeds received by the Issuer
for the relevant issue.

5OVERVIEW OF THE PROGRAMMEThe follml'ing does not purport to be complete and is taken from, and is qualified in its entirety by
the remainder qf this document and, in relation to the terms and conditions qf any particular Tranche ofNotes, the relevant Final Terms. Words and expressions defined or used in "Terms and Conditions of theNotes" 11hich includes the prOl'isions of the relevant Final Terms shall have the same meaning herein:

IssuerMitsubishi UFJ Trust and Banking Corporation

Arranger

Mitsubishi UFJ Trust International Limited

Dealers

Mitsubishi UFJ Trust International Limited
Citigroup Global Markets Limited
Daiwa Capital Markets Europe Limited
Goldman Sachs International
J.P. Morgan Securities Ltd.
Merrill Lynch International
Morgan Stanley & Co. International plc
Nomura International plc
and any additional Dealer appointed from time to time by the Issuer for a
specific issue or on an ongoing basis.

Trustee

BNY Mellon Corporate Trustee Services Limited

Agent

The Bank of New York Mellon

Paying Agent

The Bank of New York Mellon (Luxembourg) S.A.

AmountUp to and including ¥500,000,000,000 (or its equivalent in other currencies
calculated as set out herein) outstanding. Under the Dealer Agreement thenominal amount of Notes outstanding under the Programme may be
increased, subject to the satisfaction of certain conditions set out therein.

Description

Euro Medium Term Note ProgrammeDistribution

Notes may be distributed by way of private or public placement and in eachcase on a non-syndicated or a syndicated basis. The method of distributionof each Tranche will be stated in the relevant Final Terms.

Method of Issue

Notes will be issued on a continuous basis in series (each a "Series"). The
Notes comprising each Series will have one or more Issue Dates, the same
Maturity Date and will bear interest (if any) on the same basis and at thesame rate (except in respect of the first payment of interest) and on terms
otherwise identical. The Notes of any Series with the same Issue Date willcomprise a Tranche. Final Terms will be published in respect of each
Tranche.

Currencies

Japanese yen, U.S. dollars, or such currency or currencies as may be agreed
between the Issuer and the relevant Dealer(s). Each issue of Notes
denominated in a currency in respect of which particular laws, guidelines,
regulations, restrictions or reporting requirements apply will only be issued
in circumstances which comply with such laws, guidelines, regulations,
restrictions or reporting requirements from time to time. See "Plan ofDistribution".

Maturities

As at the date hereof, the minimum maturity of Senior Notes is one year,
the minimum and maximum maturity for Subordinated Dated Notes is five
years and up to 30 years, respectively and, in the case of Subordinated
Perpetual Notes, with no specified maturity (as indicated in the relevant
Final Terms). Under current requirements in the case of Subordinated
Dated Notes which qualify as Lower Tier 2 capital in accordance with therequirements of the Financial Services Agency of Japan, the minimum
maturity is five years and one day. Such maturities may be subject toincrease or decrease from time to time as a result of changes in applicablelegal or regulatory requirements.

6Issue Price

Notes may be issued at their nominal amount or at a discount to, or apremium over, their nominal amount. Partly paid Notes may be issued, theissue price of which will be payable in two or more instalments.

Form of Notes

The Notes will be issued in bearer form only. Each Tranche will initially be
represented by either a temporary Global Note, or a permanent Global
Note which will be deposited (a) in the case of a Tranche intended to becleared through Euroclear or Clearstream, Luxembourg, on the Issue Datewith a common depositary on behalf of Euroclear and Clearstream,
Luxembourg or (b) in the case of a Tranche intended to be cleared througha clearing system other than Euroclear or Clearstream, Luxembourg ordelivered outside a clearing system, as agreed between the Issuer, the Agent,
the Trustee and the relevant Dealer(s). No interest will be payable in respectof a temporary Global Note except as described under "Summary ofProvisions Relating to the Notes while in Global Form". Interests in
temporary Global Notes will be exchangeable for interests in permanent
Global Notes or, if so stated in the relevant Final Terms, for definitive Notes
after the date falling 40 days after the Issue Date upon certification as tonon-U.S. beneficial ownership. Interests in permanent Global Notes will be
exchangeable for definitive Notes in the circumstances described under"Summary of Provisions Relating to the Notes while in Global Form".

Fixed Rate Notes

Fixed interest will be payable in arrear on such day(s) as agreed between theIssuer and the relevant Dealer(s) (as indicated in the relevant Final Terms).

Floating Rate Notes

Floating Rate Notes will bear interest determined separately for each Series
as follows:(i) on the same basis as the floating rate under a notional interest rate
swap transaction in the relevant Specified Currency governed by anagreement incorporating the 2006 ISDA Definitions published by theInternational Swaps and Derivatives Association, Inc.; or(ii)

by reference to LIB OR, LIB ID, LIMEAN or EURIBOR (or suchother benchmark as may be specified in the relevant Final Terms) as
adjusted for any applicable margin.

Interest periods will be specified in the relevant Final Terms.
Zero Coupon Notes

Zero Coupon Notes may be issued at their nominal amount or at a discountto it and will not bear interest.

Dual Currency Notes

Payments (whether in respect of principal or interest and whether atmaturity or otherwise) in respect of Dual Currency Notes will be made insuch currencies, and based on such rates of exchange as may be specified in
the relevant Final Terms.

Index Linked Notes

Payments of principal in respect of Index Linked Redemption Notes or ofinterest in respect of Index Linked Interest Notes will be calculated byreference to such index and/or formula as may be specified in the relevant
Final Terms.

Other Notes

Terms applicable to high interest Notes, low interest Notes, Step-up Notes,
Step-down Notes, Reverse Dual Currency Notes, Optional Dual Currency
Notes, Partly Paid Notes, or any combination thereof and any other type ofNote which the Issuer, and any Dealer(s) may agree to issue under the
Programme will be set out in the relevant Final Terms and supplemental
prospectus.

Change of Interest Basis

Notes may be converted from one interest basis to another in the manner set
out in the relevant Final Terms.

Denominations

Notes must at all times have a minimum denomination of €100,000 (or its
equivalent at the date of issue in other currencies) unless the Issuer and therelevant Dealer(s) agree otherwise save that in the case of any Notes which
are to be admitted to trading on a regulated market within the European
7Economic Area or offered to the public in a Member State of the European
Economic Area in circumstances which require the publication of aprospectus under the Prospectus Directive, the minimum specified
denomination shall be € I 00,000 (or its equivalent in any other currency asat the date of issue of the Notes). The minimum denomination will be set
out in the relevant Final Terms, subject to compliance with all legal and/or
regulatory requirements applicable to the Specified Currency.
Taxation

All payments of principal and interest will be made without withholding or
deduction for any taxes or duties of whatever nature imposed by Japan,
unless any such withholding or deduction is required by law whereupon,
subject to certain exceptions, the Issuer will pay such additional amount as
will result in the receipt by the payee of such amounts as would have been
received by it had no withholding or deduction been required, in accordancewith the provisions described in "Terms and Conditions of the Notes- 6.
Taxation".
Interest payments will be subject to Japanese withholding tax unless the holder
thereof establishes that the Note is held by or for the account of a holder who(i) is not an individual resident of Japan or a Japanese corporation forJapanese tax purposes and is not a specially related person of the Issuer as
provided in Article 6, Paragraph 4 of the Special Taxation Measures Law ofJapan or (ii) is a designated financial institution as provided in Article 6 of theSpecial Taxation Measures Law of Japan. See Condition 6 of the Terms andConditions of the Notes and "Taxation- Japanese Taxation".

Status of the Notes

Senior Notes - The Senior Notes will be direct, unsecured (subject to
Condition 3), unconditional and unsubordinated obligations of the Bank
ranking pari passu and without any preference among themselves.
Subordinated Dated Notes- The Subordinated Dated Notes will be direct,
unsecured, unconditional and subordinated obligations of the Bank
ranking pari passu and without any preference among themselves.
Subordinated Perpetual Notes- The Subordinated Perpetual Notes will bedirect, unsecured, conditional and subordinated obligations of the Bank
ranking pari passu and without any preference among themselves.
Claims in respect of the Notes will rank in priority to the rights and claims ofholders of all classes of equity (including holders of preference shares (if any))of the Bank.

Cross Default

The Terms and Conditions of the Senior Notes will contain a cross-default
provision for the Issuer relating to indebtedness for money borrowed having
an aggregate outstanding principal amount of at least U.S.$10,000,000 (orits equivalent in any other currency or currencies) as further described in
Condition 8(a).
The Terms and Conditions of the Subordinated Notes will not contain across-default provision.

Negative Pledge

The Terms and Conditions of the Senior Notes will contain a negativepledge provision as described in Condition 3. The Terms and Conditions of
the Subordinated Notes will not contain a negative pledge provision.

Limited Rights ofAcceleration

The Trustee may only accelerate the Subordinated Notes if any of thefollowing limited events shall occur and be continuing (each an"Acceleration Event"):(i)a Subordination Event (as defined in Condition 2); or(ii)

an order is made or an effective resolution is passed for the winding up
or dissolution of the Issuer except for the purposes of anamalgamation, merger or reconstruction, the terms whereof havepreviously been approved by the Trustee or by an Extraordinary
8

Resolution of Noteholders (as defined in the Trust Deed, suchapproval not to be unreasonably withheld).
Neither the Terms and Conditions of the Subordinated Notes nor the Trust
Deed will contain any provision whereby an Acceleration Event will arise upona default in the payment of principal of or interest on the Subordinated Notes.
RatingTranches of Notes may be rated or unrated. Where a Tranche of Notes is
rated, it will be rated AA for Senior Notes, AA- for Subordinated Dated
Notes qualifying as Lower Tier 2 capital and A+ for Subordinated
Perpetual Notes by Japan Credit Rating Agency, Ltd. and such rating willbe specified in the relevant Final Terms. A rating is not a recommendation
to buy, sell or hold securities and may be subject to suspension, reduction orwithdrawal at any time by the assigning rating agency.

Listing

Application has been made to list Notes issued under the Programme on the
Official List and to admit them to trading on the Market or as otherwise
specified in the relevant Final Terms. As specified in the relevant Final
Terms, unlisted Notes may also be issued.

Governing Law

English.

Selling Restrictions

There are restrictions on the sale of Notes and the distribution of offering
material. See "Plan of Distribution''.

9

RISK FACTORSThe Issuer believes that the follmving ftictors may affect its ability to fulfil its obligations under
Notes issued under the Programme. All of thesefactors are contingencies which may or may not occur andthe Issuer is not in a position to express a 1•iew on the likelihood of any such contingency occurring.
Factors 1vhich the Issuer believe may be materia/for the purpose of assessing the market risks
associated with Notes issued under the Programme are also described belmv.
The Issuer believes that the factors described below represent the principal risks inherent ininvesting in Notes issued under the Programme, but the Issuer may be unable to pay interest, principal orother amounts on or in connection with any Notes for other reasons and the Issuer does not represent thatthe statements belmv regarding the risks of holding any Notes are exhaustive. Prospective investors should
also read the detailed information set out else1rhere in this Prospectus (including any documents deemed
to be incorporated by reference herein) and reach their OH'n views prior to making any investment decision.

Factors that may affect the Issuer's ability to fulfil its obligations under Notes issued under the
Programme
Equity portfolio
The Bank holds a substantial amount of equity securities with market value. Declines in thestock market may reduce the value or the Bank's equity securities portfolio and may necessitate
impairment of such assets, causing the Bank's results of operations and financial condition to be
adversely affected.
Risks relating to lending business
While the Bank's problem claims (being its non-performing claims as disclosed under the
relevant laws) had been declining in recent years, however, problem claims, as well as credit costs, may
increase if:•

economic conditions in and out of Japan deteriorate, adversely affecting the Bank's borrowers;•

real estate prices or stock prices in Japan decline;•

financial conditions of the Bank's borrowers (in particular the large borrowers) may deteriorate;or•

the global economic environment deteriorates generally.

Such increase in problem claims and credit costs may adversely affect the results of operations,financial condition and capital ratios of the Bank.
Insufficiency of allowunce for possible loan losses and difficulties in realising collateral
The Bank's allowance for possible loan losses is based on the Bank's past experience of credit
losses and assumptions and estimates about its loan portfolio, the value of collateral guarantees,
general business and economic conditions and other pertinent indicators. The Bank's actual loan losses
on claims and pertinent factors could prove to be materially different from its assumptions andestimates at the time such allowance was made, and the losses could materially exceed its allowance. If
general economic conditions deteriorate, causing the Bank to change its assumptions and estimates, if
the value of collateral it holds declines or it is adversely affected by other factors to an extent that isworse than anticipated, the Bank may have to increase its allowance for possible loan losses orotherwise incur additional credit costs.

In addition, the Bank may experience difficulties in realising collateral due to the relative
illiquidity of the Japanese real estate market or declines in real estate or stock prices.
Continuing financial difficulties fuced by the Banks borrowers
Certain of the Bank's borrowers continue to face difficult financial or management conditions.
Such borrowers are under support by other creditors or under restructuring, and should such support
be withdrawn, or should such restructuring prove unsuccessful, they may face bankruptcy. If
management or other difficulties faced by certain of the Bank's borrowers continue or increase, it may
become necessary for the Bank to forgive or otherwise dispose of such claims, which may increase theBank's credit costs and may adversely affect the Bank's financial condition.
10

Policy of deali11g with problem claims

The Bank makes its decisions relating to the treatment of defaults by borrowers depending on
likelihood of recovery and other factors, and may not necessarily always take all legal action possible
in the case of any such defaults. Depending on circumstances, the Bank may reasonably support suchborrowers by way of debt forgiveness, additional lending or capital injection, which may have the effectof increasing the Bank's exposure to such companies as well as increases in credit costs or risks relating
to declines in value of any such capital injected.
Interest mte risk

The Bank holds substantial investments in debt securities, including Japanese government bonds.
An increase in interest rates could substantially decrease the value of the Bank's fixed income portfolio.
In addition, increases in interest rates may cause difficulties for the Bank's borrowers and cause theirfinancial condition to deteriorate, in turn increasing the Bank's credit costs.
Foreign exchange rates fluctuation

If foreign exchange rates fluctuate substantially in the future this may lead to an increase incosts, a decrease in sales and a financial burden due to appraisal loss from exchange derivatives
including currency options. This may lead to a deterioration in the financial condition of the Bank's
borrowers and the number of borrowers who are unable to settle the derivative transaction may
increase, which will in turn adversely affect the Bank's financial condition and the results of its
operations.
Price increase of raw materials

If the Bank's problem claims increase due to inability of the Bank's borrowers to pass on to theircustomers increased costs and expenses arising from price increase of crude oil, steel and other raw
materials, it may adversely affect the results of operations and financial conditions of the Bank.
Troubled financial institutions

Some financial institutions in Japan (including banks, non-banks, credit institutions, financial
affiliates of securities companies and insurance companies) facing difficulties have often received
support from larger banks in order to avoid business disruption, at times with the encouragement ofregulatory authorities. Any such support may create unanticipated negative consequences for the Bankdue to direct lending exposure to such institutions, exposure due to shareholdings and requests forfinancial support, as well as increased competition caused by governmental capital injection to suchinstitutions. Furthermore, such troubled financial institutions may withdraw support to its borrowers,
which may also be borrowers of the Bank, and thus adversely affect the Bank's financial condition andresults of operations. In addition, if the Japanese government deems the amount of deposit insurance
for protection of depositors is insufficient in the light of such troubled financial institutions, thedeposit insurance premium payable by the Bank may increase. Press coverage on banking businessindicating negativism or scepticism to the banking industry may adversely affect the reputation of theBank.
Trading and illl'estment risk

The Bank is involved in a wide range of trading and investing activities, including those
involving financial instruments such as derivatives. As such, the Bank's results or operations andfinancial condition are affected by risks relating to its trading activities, including interest rate, foreignexchange rate, stock and bond price volatility.
A significant downgrade of the Bank's credit ratings

A significant downgrade of the Bank's credit ratings by one or more credit rating agencies could
have a negative effect on the Bank's treasury operations, procurement of funds and other aspects of theBank's business. A significant downgrade may also result in the Bank having to accept less favourable
terms in transactions or prevent it from entering into some transactions, and may adversely affect thefunding and capital requirements of the Bank.
Risks relating to consumer loan business

The Bank holds loans from borrowers involved in the consumer loan business and also holds
shares in consumer business companies. The consumer loan business market has been deteriorating11

gradually due to the reduction of the maximum allowable interest rate from 29.2 per cent. to 20 per
cent., a recent judgement concerning deemed repayment, introduction of total volume control andabolition of deemed repayment. Should borrowers involved in the consumer loan business be adversely
affected, the value of the Bank's loans to borrowers involved in the consumer loan business and sharesin consumer business companies may be adversely affected.
Risks relming to global financial crisis and recession
While the world economy is on its way to recovery from the global financial crisis and recession
originating in the United States and European Countries, there are new destabilising factors to beconsidered, such as a high unemployment rate and deflation in developed countries, and overheatedeconomy and inflationary pressures in emerging countries. Lapsing into recession again may have anegative effect on the Bank's investment portfolio and lending business. For example, further decline in
the market price of the securities including securitised instruments currently held by the Bank may
increase the Bank's exposure. The deteriorating credit environment may induce financial problems orevents of default by the Bank's borrowers. If the decline in the market price of the securities and thetrend of defaults affects the whole market, it may cause cash-flow problems or bankruptcy problems
in financial institutions around the world. If the Bank has exposure to any financial institution
involved in these problems, it may cause the Bank loss and adversely affect the Bank's financial
condition and results of operations. If the market turmoil has a long term impact on the global
economy, the adverse effect on the Bank may become more serious. Most of the Bank's assets on its
balance sheet are financial instruments recognised in current value referring to a market price. If
current value of such financial instruments decreases, the Bank will record losses. If financial market
deteriorates or reference price cannot be found due to the global financial crisis, it may have material
adverse effect on the value of financial instruments held by the Bank. Further, accounting treatment inrespect of the current value accounting has been under a review and a future revision of the accounting
system and standard may adversely affect the value of the financial instruments held by the Bank.
Risks relating to business suspension due to external factors
The Bank's measures to prevent business suspension due to external factors (such as natural
disasters) may not be effective in every situation. The Bank may not be able to avoid any adverse effecton its business and financial condition caused by any such unexpected situations.

Rotating blackout and electricity conservation efforts due to the Great East Japan Earthquake
in March 2011 may affect the Bank's office, ATM and other operations. The aftermath of theearthquake may increase the Bank's credit cost and the number of bad loans due to deteriorating
economic conditions, borrowers businesses and depressing stock prices, and may cause appraisal loss
in financial products held by the Bank, which will in turn adversely affect the business, financial
condition and performance of the Bank.
Risks relating to the information and telecommunication system
The Bank's information and telecommunication system, which is one of the most importantelements of the Bank, may have a problem or may break down and suspend its operation. This may be
due to external factors including, without limitation to, natural disasters such as earthquakes,
terrorism, the outbreak of a pandemic disease, human error, blackout, hacking, computer virus or
error of other service providers. In such cases, the Bank's business operations may be suspended andthe Bank may become subject to liability, compensation or regulatory action and may lose its
reputation, which will in turn adversely affect the business, financial condition and performance of theBank.

Notwithstanding anything in this risk factor, this risk factor should not be taken as implyingthat either the Bank or the MUFG Group companies will be unable to comply with their obligations
as a company with securities admitted to the Official List, or as a supervised firm regulated by the
Financial Services Authority.
Competition
In recent years, the Japanese financial system has been increasingly deregulated and barriers tocompetition have been reduced. In addition, the Japanese financial industry has been undergoingsignificant consolidation, as a result of which larger and more integrated financial institutions haveemerged as competitors. If the Bank is unable to compete effectively in this more competitive and12deregulated business environment, its business, results of operations and financial condition will be
adversely affected.
Risks relating to l'iolations of various laws and regulations

The Bank's legal risk management structures are designed to prevent breaches of ongoing laws
and regulations, and they may not be effective in preventing all future breaches. Future breaches oflaws and regulations could result in regulatory action and have an adverse effect on the Bank's
reputation and the Bank's business, financial condition and result of operations could be materiallyand adversely affected.
Changes in regulation

The Bank conducts its business subject to ongoing regulation and associated regulatory risks,
including the effects of changes in the laws, regulations, policies, voluntary codes of practice andinterpretations in Japan and the other markets in which it operates. Future developments or changes inlaws, regulations, policies, voluntary codes of practice, fiscal or other policies and their effects are
unpredictable and beyond its control. Any such developments or changes or any action that must be
taken by the Bank could negatively affect its business and results of operations.
Risks relating to trading with terrorism-supporting states

The Bank of Tokyo-Mitsubishi UFJ, Ltd., an important subsidiary of MUFG, has traded witha legal entity of certain terrorism-supporting states designated by U.S. Government such as the Islamic
Republic of Iran ("Iran") or affiliates thereof and has a representative office in Iran. The U.S.
Government regulates any transactions between U.S. citizens and such designated terrorismsupporting states. There is a possibility that any trading or investment between U.S. Government or
U.S. Institutional Investors and any person dealing with such designated terrorism-supporting states
will be regulated in the future. Under such circumstances, MUFG Group companies including the
Bank may not take on or maintain U.S. Government or U.S. Institutional Investors and such otherregulated persons as its customers or investors.
A law restricting economic and financial transactions with Iran was enacted in the United Statesin July 2010 and the freezing of funds for banks which may be contributing to nuclear activities of Iranwas implemented in Japan in September 2010. In addition, the governments of the United States, theUnited Kingdom and Canada announced further sanctions on Iran in November 2011. In particular,
the United States identified Iran as a jurisdiction of "primary money laundering concern". While
MUFG is taking measures in response to these circumstances, the MUFG Group companies, including
the Bank, and their business may to an extent, be adversely affected, and in a worst case scenario may
become subject to regulatory actions if the U.S. Government or other governments consider suchmeasures to be insufficient.
Capital adequacy

The rules of Base! 11 have been applicable to the Bank since the 2007 fiscal year and the Bank isrequired to maintain risk-weighted capital adequacy ratios above the levels specified in the capital
adequacy guidelines of the Japanese Financial Services Agency (the "FSA''). Although the Bank
currently maintains a capital adequacy ratio above the required minimum level of 8 per cent., such ratio
could decline as a result of a number of factors, including but not limited to the following:eIncrease in credit costs due to disposals of problem claims or worsening loan portfolio;•

Declines in value of its securities portfolio;eChanges in the minimum required capital adequacy ratio or the method of calculation thereof;•

Adverse movements in foreign exchange rates;eAdoption of new stricter regulations on capital adequacy ratio and liquidity, which were
published as a part of Base! Ill and will apply in phases from 2013;e

A reduction in the value, or changes in the assumptions underlying the calculation, of theBank's deferred tax assets (which form a part of the Bank's capital), or the regulations or
guidelines relating to the recognition of deferred tax assets as part of capital; ande

The Bank's inability due to market conditions to refinance its existing subordinated debt withnew subordinated debt with equivalent terms.
13

If the Bank's capital adequacy ratios fall below required levels, the FSA could require it to
implement a variety of corrective measures, including the suspension of all or part of the Bank's
business operations outside Japan. In addition, the Bank and its foreign subsidiaries are subject tocapital adequacy requirements in relevant foreign jurisdictions. If the Bank's capital adequacy ratio
falls below the required levels in each such jurisdiction, the Bank may be subject to orders by regulatory
authorities in the foreign jurisdictions.
Pension plans

The Bank's pension costs may increase if the fair value of the Bank's plans' assets declines or if
there is a change in the actuarial assumptions on which the calculations of the projected pension
obligations are based. Changes in the interest rate environment and other factors may also adversely
affect the amount of unfunded pension obligations and the resulting annual amortisation expense, thus
adversely affecting the Bank's results of operations.
Protection of personal and other confidential information

In recent years, there have been many cases of personal information and records in thepossession of corporations and institutions being leaked or improperly accessed. The Personal
Information Protection Act and other laws applicable to the Bank calls for a more stringent control ofsuch personal information. In the event that personal information about customers in the Bank's
possession is leaked or improperly accessed and subsequently misused, the Bank may be subject toliability and compensation as well as regulatory action. In addition, such incidents could create anegative public perception of the Bank's operations or its brand, which may in turn decrease customer
and market confidence and thereby materially adversely affect the Bank's business, operating results
and financial condition.
Risks relating to reputation

The reputation is important for the Bank to maintain a good relationship with a customer,
investor and regulatory authority. If the Bank fails to avoid the reputation being impaired by various
factors, the Bank may lose the current and future customers and investors and it may adversely affect
the Bank's business, financial condition and results of operations.
Risks relating to human resources development

Although the Bank makes best efforts to maintain and develop the capable human resources,
the Bank's failure to maintain and develop the required human resources may adversely affect the
Bank's business operation and its results.
Factors which are material for the purpose of assessing the market risks associated with Notes
issued under the Programme
Risks related to thf structure of a particular issue of Notes

A wide range of Notes may be issued under the Programme. A number of these Notes may havefeatures which contain particular risks for potential investors. Set out below is a description of certain
such features:
Notes subject to optional redemption by the Issuer

An optional redemption feature is likely to limit the market value of Notes. During any period
when the Issuer may elect to redeem Notes, the market value of those Notes generally will not rise
substantially above the price at which they can be redeemed. This also may be true prior to any
redemption period.
The Issuer (in the case of Subordinated Notes subject to prior consent of the Financial Services
Agency of Japan) may be expected to redeem Notes when its cost of borrowing is lower than theinterest rate on the Notes. At those times, an investor generally would not be able to reinvest theredemption proceeds at an effective interest rate as high as the interest rate on the Notes being
redeemed and may only be able to do so at a significantly lower rate. Potential investors should consider
reinvestment risk in light of other investments available at that time.
Index Linked Notes and Dual Currency Notes

The Issuer may issue Notes with principal or interest determined by reference to an index or
formula, to changes in the prices of securities or commodities, to movements in currency exchange
14rates or other factors (each, a "Relevant Factor"). In addition, the Issuer may issue Notes withprincipal or interest payable in one or more currencies which may be different from the currency inwhich the Notes are denominated. Potential investors should be aware that:(i) the market price of such Notes may be volatile;(ii) they may receive no interest;(iii) payment of principal or interest may occur at a different time or in a different currency than
expected;(iv) the amount of principal payable al: redemption may be less than the nominal amount of such
Notes or even zero;(v)

a Relevant Factor may be subject to significant fluctuations that may not correlate with changes
in interest rates, currencies or other indices;(vi) if a Relevant Factor is applied to Notes in conjunction with a multiplier greater than one orcontains some other leverage factor, the effect of changes in the Relevant Factor on principal orinterest payable likely will be magnified; and(vii) the timing of changes in a Relevant Factor may affect the actual yield to investors, even if theaverage level is consistent with their expectations. In general, the earlier the change in the Relevant
Factor, the greater the effect on yield.
Partly-paid Notes

The Issuer may issue Notes where the issue price is payable in more than one instalment. Failure
to pay any subsequent instalment could result in an investor losing all of its investment.
Variable rate Notes with a multiplier or other leverage factor

Notes with variable interest rates can be volatile investments. If they are structured to include
multipliers or other leverage factors, or caps or floors, or any combination of those features or othersimilar related features, their market values may be even more volatile than those for securities that do
not include those features.
Inverse Floatb1g Rate Notes

If so indicated in the relevant Final Terms, Floating Rate Notes may have an interest rate equal
to a fixed rate minus a rate based upon a reference rate such as LIBOR. The market values of such
Notes typically are more volatile than market values of other conventional floating rate debt securities
based on the same reference rate (and with otherwise comparable terms) because an increase in thereference rate not only decreases the interest rate of the Notes, but may also reflect an increase inprevailing interest rates, which further adversely affects the market value of these Notes.
Fixed/Floating Rate Notes

If so indicated in the relevant Final Terms, Notes may bear interest at a rate that the Issuer may
elect to convert from a fixed rate to a floating rate, or from a floating rate to a fixed rate. The Issuer's
ability to convert the interest rate will affect the secondary market and the market value of such Notes
since the Issuer may be expected to convert the rate when it is likely to produce a lower overall cost of
borrowing. If the Issuer converts from a fixed rate to a floating rate, the spread on the Fixed/Floating
Rate Notes may be less favourable than then prevailing spreads on comparable Floating Rate Notes
tied to the same reference rate. In addition, the new floating rate at any time may be lower than the rates
on other Notes. If the Issuer converts from a floating rate to a fixed rate, the fixed rate may be lower
than then prevailing rates on its Notes.
Notes issued at a substantial discount or premium

The market values of securities issued at a substantial discount or premium to their nominal
amount tend to fluctuate more in relation to general changes in interest rates than do prices forconventional interest-bearing securities. Generally, the longer the remaining term of the securities, thegreater the price volatility as compared to conventional interest-bearing securities with comparable
maturities.

15

The obligations under the Subordinated Notes are subordinated

The obligations under the Subordinated Notes will be unsecured and subordinated in themanner set out in "Terms and Conditions of the Notes - Condition 2. Status of the Notes andSubordination". In addition, in relation to Subordinated Perpetual Notes, claims in respect thereof areconditional upon the Bank being solvent at the time of payment. Although Subordinated Notes may
pay a higher rate of interest than comparable notes which are not subordinated, there is a real risk thatan investor in Subordinated Notes will lose all or some of his investment should the Bank become
insolvent.
Risks related to Notes generally

Set out below is a brief description of certain risks relating to the Notes generally:
Modification, 1vaivers and substitution

The Terms and Conditions of the Notes contain provisions for calling meetings of Noteholders
to consider matters affecting their interests generally. These provisions permit defined majorities tobind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and
Noteholders who voted in a manner contrary to the majority.
The Terms and Conditions of the Notes also provide that the Trustee may, without the consent
of Noteholders, agree to (i) any modification of, or to the waiver or authorisation of any breach or
proposed breach of, any of the provisions of Notes or the Trust Deed except for any modification to
Condition 2 or the provisions as to subordination in Clause 5 of the Trust Deed which is not, in theopinion of the Trustee, materially prejudicial to the interests of the Noteholders or (ii) any
modification (including Condition 2 and the provisions as to subordination in Clause 5 of the Trust
Deed) which is of a formal, minor or technical nature or to correct a manifest error or to comply withmandatory provisions of Japanese law, or (iii) the substitution of another entity as principal debtor· under any Notes in place of the Issuer, in the circumstances described in Condition 12(c) of the Terms
and Conditions of the Notes.
EU Savings Directive

The European Union has adopted a Directive (2003/48/EC) (the "EU Savings Directive")
regarding the taxation of savings income. Subject to a number of important conditions being met,
Member States are required to provide to the tax authorities of other Member States details of
payments of interest and other similar income paid by a person to an individual or to certain otherpersons in another Member State, except that Austria and Luxembourg will instead impose awithholding system for a transitional period unless during such period they elect otherwise. The
European Commission has proposed certain amendments to the EU Savings Directive, which may, if
implemented, amend or broaden the scope of the requirements described above. A number of non-EU
countries and territories have adopted similar measures to the EU Savings Directive.
If a payment were to be made or collected through a Member State of the European Union
which has opted for a withholding system and an amount of, or in respect of, tax were to be withheld
from that payment, neither the Issuer nor any Paying Agent nor any other person would be obliged to
pay additional amounts with respect to any Note as a result of the imposition of such withholding tax.
The Issuer is required to maintain a Paying Agent in a Member State of the European Union that is
not obliged to withhold or deduct tax pursuant to the EU Savings Directive.
Change of law

The Terms and Conditions of the Notes are based on English law in effect as at the date of issueof the relevant Notes. No assurance can be given as to the impact of any possible judicial decision orchange to English law or administrative practice after the date of issue of the relevant Notes.
Integral multiples of less than €100,000

Although Notes which are admitted to trading on a regulated market within the European
Economic Area or offered to the public in a Member State of the European Economic Area incircumstances which require the publication of a prospectus under the Prospectus Directive are
required to have a minimum Specified Denomination of €100,000 (or its equivalent in any othercurrency as at the date of issue of the relevant Notes), it is possible that the Notes may be traded in theclearing systems in amounts in excess of €1 00,000 (or its equivalent) that are not integral multiples of€100,000 (or its equivalent). In such a case, should definitive Notes be required to be issued,
16

Noteholders who hold Notes in the relevant clearing system in amounts that are not integral multiples
of a Specified Denomination may need to purchase or sell, on or before the relevant Exchange Date, aprincipal amount of Notes such that their holding is an integral multiple of a Specified Denomination.
Risks related to the market general(vSet out below is a brief description of certain market risks, including liquidity risk, exchange
rate risk, interest rate risk and credit risk:
The secondary market genemlly
Notes may have no established trading market when issued, and one may never develop. If amarket does develop, it may not be liquid. Therefore, investors may not be able to sell their Notes easily
or at prices that will provide them with a yield comparable to similar investments that have a developed
secondary market. This is particularly the case for Notes that are especially sensitive to interest rate,currency or market risks, are designed for specific investment objectives or strategies or have been
structured to meet the investment requirements of limited categories of investors. These types of Notes
generally would have a more limited secondary market and more price volatility than conventional debt
securities. Illiquidity may have a severely adverse effect on the market value of Notes.
Exchange rate risks and exchange controls
The Issuer will pay principal and interest on the Notes in the Specified Currency. This presents
certain risks relating to currency conversions if an investor's financial activities are denominatedprincipally in a currency or currency unit (the "Investor's Currency") other than the Specified
Currency. These include the risk that exchange rates may significantly change (including changes due
to devaluation of the Specified Currency or revaluation of the Investor's Currency) and the risk that
authorities with jurisdiction over the Investor's Currency may impose or modify exchange controls. An
appreciation in the value of the Investor's Currency relative to the Specified Currency would decrease(1) the Investor's Currency-equivalent yield on the Notes, (2) the Investor's Currency equivalent valueof the principal payable on the Notes and (3) the Investor's Currency equivalent market value of theNotes.

Government and monetary authorities may impose (as some have done in the past) exchange
controls that could adversely affect an applicable exchange rate. As a result, investors may receive lessinterest or principal than expected, or no interest or principal.
Interest rate risks
Investment in Fixed Rate Notes involves the risk that subsequent changes in market interest
rates may adversely affect the value of Fixed Rate Notes.
Credit ratings may not reflect all risks
One or more independent credit rating agencies may assign credit ratings to an issue of Notes.
The ratings may not reflect the potential impact of all risks related to structure, market, additional
factors discussed above, and other factors that may affect the value of the Notes. A credit rating is nota recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency
at any time.

17

TERMS AND CONDITIONS OF THE NOTESThe following (save for this paragraph) is the text of the terms and conditions (the "Conditions")
which, subject to completion and amendments and as supplemented, varied or Jnodified in accordance withthe provisions of Part A of the relevant Final Terms in respect of a Series r~f Notes, lFil! be applicable to
the Notes. Either ( i) the filii text of the Conditions together H-·Uh the relevant provisions of Part A of therelevant Final Terms or ( ii) the Conditions as so completed, amended, supplemented or varied (andsubject to simplification by the deletion of non-applicable provisions) will be endorsed on the Notes.
References in the Conditions to "Notes" are to the Notes of one Series onl}; not all Notes nhich may be
issued under the Programme. References in the Conditions to the "Issuer" shall be references to the party
spec(fied as such in Part A of the relevallf Final Terms.

The Notes are constituted by an amended and restated trust deed dated 16 December 2011, as
amended and/or supplemented from time to time or as at the date of issue of the Notes (the "Issue
Date'') (the "Trust Deed'') and made between Mitsubishi UFJ Trust and Banking Corporation (the"Issuer'') and BNY M ellon Corporate Trustee Services Limited (the "Trustee", which expression
includes any successor trustee) as trustee for the holders of the Notes (the "Noteholders"). These terms
and conditions (the "Conditions") include summaries of, and are subject to, the detailed provisions of
the Trust Deed (which also contains provisions which are not summarised in these Conditions), andpayments under the Notes will be made in accordance with an amended and restated agency agreement
dated 16 December 2011 and as amended and/or supplemented from time to time (the "Agency
Agreement") relating to the Notes between the Issuer, the Trustee, The Bank of New York Mellon as
issuing and paying agent and as agent bank (the "Agent", which expression includes any successor
agent) and The Bank of New York Mellon (Luxembourg) S.A. as paying agent and the other paying
agents from time to time appointed as such (together with the Agent, the "Paying Agents", which
expression includes any successor and additional paying agents). A calculation agent (the "Calculation
Agent"), if any, will be specified in the relevant final terms (each a "Final Terms") relating to each seriesof Notes (each a "Series"). Copies of the Trust Deed, incorporating the terms of the Notes and therelated coupons (the "Coupons") and of the Agency Agreement are available for inspection at One
Canada Square, Canary Wharf, London E14 SAL, principal office of the Trustee, and at the specified
office of each of the Paying Agents. The holders of the Notes and Coupons (if any), the holders of theinstalment receipts (the "Receipts") and, where applicable, the talons for further Coupons (the"Talons") are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and therelevant Final Terms and those applicable to them of the Agency Agreement.
Capitalised terms set out in these Conditions but not defined herein will be the final terms
applicable to each Series of Notes and will have the meanings given to them in the relevant Final Terms,
the absence of any such meaning indicating that such term is not applicable to the Notes, provided that,in the event of inconsistency, the relevant Final Terms will prevail.
Form, Denomination and Title
The Notes are issued in bearer form in the Specified Denomination(s) provided that in the caseof any Notes which are to be admitted to trading on a regulated market within the European Economic
Area or offered to the public in a Member State of the European Economic Area in circumstances
which require the publication of a Prospectus under the Prospectus Directive, the minimum Specified
Denomination shall be € 100,000 (or its equivalent in any other currency as at the date of issue of therelevant Notes). Notes of any Series shall be serially numbered. Notes of one Denomination may not
be exchanged for Notes of another Denomination. This Note is a Senior Note, a Subordinated Dated
Note or a Subordinated Perpetual Note as specified hereon. The Subordinated Dated Notes and theSubordinated Perpetual Notes are together referred to in these Conditions as "Subordinated Notes".
1.

This Note is a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked
Interest Note, an Index Linked Redemption Note, an Instalment Note, a Dual Currency Note or aPartly Paid Note, a combination of any of the foregoing or any other kind of Note, depending upon
the Interest and Redemption/Payment Basis shown hereon.
The Notes are issued with Coupons (and, where appropriate, a Talon) attached save in the caseof Zero Coupon Notes in which case references to interest (other than in relation to interest due after
the Maturity Date), Coupons and Talons in these Conditions are not applicable. Instalment Notes areissued with one or more Receipts attached.

18

Title to the Notes, Receipts, Coupons and Talons shall pass by delivery. Except as ordered by acourt of competent jurisdiction or as required by law, the holder of any Note, Receipt, Coupon or
Talon shall be deemed to be and may be treated as the absolute owner of such Note, Receipt, Coupon
or Talon, as the case may be, for the purpose of receiving payment thereof or on account thereof andfor all other purposes, whether or not such Note, Receipt, Coupon or Talon shall be overdue andnotwithstanding any notice of ownership, theft or loss thereof or any writing thereon by anyone.
In these Conditions, "NotehoJder" means the bearer of any Note and "holder" (in relation to aNote, Receipt, Coupon or Talon) means the bearer of any Note, Receipt, Coupon or Talon (as the casemay be).
2.

Status of the Notes and Subordination(a) Senior Notes

The obligations of the Issuer under the Senior Notes, relative Receipts (if any) and Coupons are
irrevocable, direct, (subject to Condition 3) unsecured, unconditional and unsubordinated obligationsof the Issuer ranking pari passu and without any preference among themselves and, with the exceptionof obligations in respect of national and local taxes in Japan and certain other statutory exceptions
under Japanese Jaw, with all other unsecured obligations of the Issuer (other than subordinatedobligations).
(b) Subordinated Notes(i)

The obligations of the Issuer under the Subordinated Notes, relative Receipts (if any) and
Coupons are irrevocable, direct, unsecured, general, unconditional (in the case of Subordinated
Dated Notes) or conditional (in the case of Subordinated Perpetual Notes) and subordinated (asdescribed below) obligations. Claims in respect of the Subordinated Perpetual Notes shallconstitute subordinated and unsecured obligations of the Issuer and shall at all times rank paripassu and without any preference among themselves and after claims of the holders ofSubordinated Dated Notes and in priority to the rights and claims of holders of all classes of
equity (including holders of preference shares (if any)) of the Issuer. Claims in respect of theSubordinated Dated Notes shall constitute subordinated and unsecured obligations of the Issuer
and shall at all times rank pari passu and without any preferences among themselves and will,
upon the occurrence of a Subordination Event, be subordinated in right of payment to all Senior
Indebtedness of the Issuer, and in priority to claims of the holders of the Subordinated PerpetualNotes and to the rights and claims of holders of all classes of equity (including holders ofpreference shares (if any)) of the Issuer.

(ii) Claims in respect of Subordinated Perpetual Notes are conditional upon the Issuer being
solvent at the time of payment by the Issuer and no amount which would otherwise be dueand payable by the Issuer in respect of Subordinated Perpetual Notes under the otherprovisions of these Conditions shall be due and payable by the Issuer except to the extent
that the Issuer could make such payment in whole or in part, rateably with Other Note
Claims, and payment in respect of Other Pari Passu Claims (each as defined below) against
the Issuer, and still be solvent immediately thereafter and any amount which is not due andpayable by reason of the provisions of this Condition 2( b)(ii) shall instead become dueand payable together with accrued interest (if any) thereon only if and when and to theextent that the Issuer could make payment in respect thereof in whole or in part, rateably
with payments in respect of Other Note Claims and Other Pari Passu Claims against theIssuer, and still be solvent immediately thereafter, provided that upon the occurrence of a
Subordination Event any claim under the Subordinated Perpetual Notes may be made but
such claim will be subordinated in accordance with Condition 2( b }(iii).
For the purpose of this Condition 2, "Other Note Claims" means all payments in respectof the payments in respect of Subordinated Perpetual Notes which have not been made byreason of the provisions of this Condition 2( b)(ii) together with accrued interest (if any)
thereon and, "Other Pari Passu Claims" means claims of creditors of the Issuer which aresubordinated so as to rank pari passu with the claims against the Issuer in respect ofSubordinated Perpetual Notes.
(iii) The Subordinated Notes will, upon the occurrence of the following events, be a
subordinated obligation of the Issuer:
19

(a)

If on or prior to any date on which a payment of interest or principal becomes due,a competent court in Japan shall have adjudicated the Issuer to be bankrupt pursuant
to the provisions of the Japanese Bankruptcy Law (Law No. 75 of 2004, as amended)or successor legislation thereto, and so long as such bankruptcy proceedings shallcontinue (a "Japanese Bankruptcy Event"), any amounts having become due before
then but remaining unpaid or which become due after then under the SubordinatedNotes shall only become payable upon the following condition being fulfilled:
The total amount of any and all Senior Indebtedness (including subordinate
bankruptcy claims defined in the Japanese Bankruptcy Law) of the Issuer which islisted on the final distribution list submitted to the court in such bankruptcy
proceedings shall have been assured to be paid in full out of the amounts available for
distribution in such bankruptcy proceedings (including distributions and escrow inthe competent authority).

(b) If on or prior to any date on which a payment of interest or principal becomes due,a competent court in Japan shall have adjudicated the Issuer to be subject to thecorporate reorganisation proceedings pursuant to the provisions of the JapaneseCorporate Reorganisation Law (Law No. 154 of 2002, as amended) or successor
legislation thereto, and so long as such corporate reorganisation proceedings shallcontinue (a "Japanese Reorganisation Event"), any amounts having become due
before then but remaining unpaid or which become due after then under the
Subordinated Notes shall only become payable upon the following condition being
fulfilled:
The total amount of any and all Senior Indebtedness of the Issuer which is listed in
the reorganisation plan of the Issuer at the time when the court's approval of suchplan becomes final and conclusive shall have been paid in full in such proceedings tothe extent that such liabilities shall have been fixed.
(c)

If on or prior to any date on which a payment of interest or principal becomes due,a competent court in Japan shall have adjudicated the Issuer to be subject to the civil
rehabilitation proceedings pursuant to the provisions of the Japanese Civil
Rehabilitation Law (Law No. 225 of 1999, as amended) or successor legislation
thereto, and so long as such civil rehabilitation proceedings shall continue (a"Japanese Civil Rehabilitation Event") (except in the case of such civil rehabilitation
proceedings pursuant to Articles 211 through 220 of the Japanese Civil Rehabilitation
Law), any amounts having become due before then but remaining unpaid or whichbecome due after then under the Subordinated Notes shall only become payable upon
the following conditions being fulfilled:
The total amount of any and all Senior Indebtedness of the Issuer which is listed in
the rehabilitation plan of the Issuer at the time when the court's approval of such plan
becomes final and conclusive shall have been paid in full in such proceedings to theextent that such liabilities shall have been fixed.

(d) If on or prior to any date on which a payment of interest or principal becomes due inany jurisdiction other than Japan, the Issuer shall become subject to bankruptcy,
corporate reorganisation or other equivalent proceedings pursuant to any applicablelaw of any jurisdiction other than Japan, and so long as such proceedings shallcontinue (a "Foreign Event"), any amounts having become due before then but
remaining unpaid or which become due after then under the Subordinated Notes
shall only become payable upon conditions equivalent to those enumerated in (a), (b)or (c) above having been fulfilled; provided that notwithstanding any provision hereinto the contrary if the imposition of any such conditions is not allowed under suchproceedings, any amounts which become due under the Subordinated Notes shallbecome payable in accordance with the terms herein provided and not subject to suchconditions.
(iv) Any Japanese Bankruptcy Event, Japanese Reorganisation Event, Japanese Civil
Rehabilitation Event or Foreign Event is referred to as a "Subordination Event" in these
Conditions.
20

(v)

As used herein, "Senior Indebtedness of the Issuer" means (a) with respect toSubordinated Dated Notes, all deposits and other liabilities of the Issuer other than any
obligations which rank or are expressed to rank either pari passu with or junior to theclaims of the holders of Subordinated Dated Notes and (b) with respect to Subordinated
Perpetual Notes, all deposits and other liabilities of the Issuer (including those in respectof Subordinated Dated Notes) other than any obligations which rank or are expressed torank either pari passu with or junior to the claims of the holders of Subordinated PerpetualNotes.

(vi) The rights of the holders under the Subordinated Notes will be reinstated with respect toany payments made to holders that are subsequently avoided in the bankruptcy or
insolvency or reorganisation of the Issuer, as though such payments had not been made.
(vii) A holder by his acceptance of a Note, Receipt or Coupon thereby agrees that (i) if any
payment of principal or interest on the Subordinated Note is made to such holder under
the Subordinated Notes after the occurrence of a Subordination Event and the amount ofsuch payment exceeds the amount, if any, that should have been paid to such holder upon
the proper application of the subordination provisions of the Subordinated Notes, thepayment of such excess amount shall be deemed null and void and such holder shall beobliged to return the amount of the excess payment within 10 days of receiving notice ofthe excess payment, and (ii) upon the occurrence of a Subordination Event and so long as
such Subordination Event shall continue such holder shall not exercise any right to set off
any liabilities of the Issuer to such holder under the Subordinated Notes which become sopayable on or after the date on which such Subordination Event occurs against any
liabilities of such holder owed to the Issuer unless, until and only in such amount as theliabilities of the Issuer under the Subordinated Notes become payable pursuant to theproper application of the subordination provisions of the Subordinated Notes.
(viii) It is expressly agreed that no amendment shall be made to this Condition 2 in any respect.
(c) Optional Payment of Interest on Subordinated Perpetual Notes

Interest on Subordinated Perpetual Notes shall accrue from day to day and shall (subject to
Condition 2(b)) be payable on each Compulsory Interest Date (as defined below) in respect of theinterest accrued in the interest period ending on the day immediately preceding such date. On an
Optional Interest Date (as defined below) there may be paid (if the Issuer so elects but subject to
Condition 2( b)) the interest accrued in the interest period ending on the day immediately preceding
such date, but the Issuer shall not have any obligation to make such payment and any failure to pay
shall not constitute a default by the Issuer for any purpose.
(i)

Any interest not paid on an Optional Interest Date whether or not by reason ofCondition 2(b) and any interest not paid on a Compulsory Interest Date by reason ofCondition 2( b) shall, so long as the same remains unpaid, constitute "Arrears of Interest''.
Arrears of Interest may at the option of the Issuer be paid in whole or in part at any timeupon the expiration of not less than seven days' notice to such effect (which notice shallspecify the amount of such Arrears of Interest) given by the Issuer to the Noteholders inaccordance with Condition 14, but all Arrears of Interest on all Subordinated PerpetualNotes outstanding shall (subject to Condition 2(b )) become due in full on whichever is theearliest of (A) the Interest Payment Date immediately following the date of that annual
ordinary general meeting of Shareholders next approves audited non-consolidated
financial statements with regard to the last fiscal year of the Issuer as of the last day ofwhich there existed Distributable Profits of the Issuer (B) the date set for any redemption
pursuant to Condition 5, (C) the occurrence of any Subordination Event or an order being
made or any effective resolution being passed for the winding-up or dissolution of theIssuer, except for the purposes of an amalgamation, merger or reconstruction the terms
whereof have previously been approved by the Trustee or by an Extraordinary Resolution(as defined in the Trust Deed) of Noteholders (such approval not to be unreasonably
withheld) and (D) where any payment which would otherwise have been due in respect of
the Notes has not been made by reason of the solvency condition referred to in Condition
2( b) not being met, (subject to Condition 2(b )) the Interest Payment Date immediately
following the first date on which, if such payment were then to be made, such condition
would be met. If notice is given by the Issuer of its intention to pay the whole or any part21

of Arrears of Interest, the Issuer shall be obliged (subject to Condition 2(b )) to do so upon
the expiration of such notice. Where Arrears of Interest are paid in part, each suchpayment shall be applied in or towards satisfaction of the full amount of the Arrears ofInterest accrued in respect of the earliest interest period in respect of which Arrears ofInterest have accrued and have not been paid in full. Arrears of Interest shall bear nointerest. Howeve1~ where default is made in the payment of any interest due and payable onan Interest Payment Date or other date upon which the same becomes due and payable andsuch default continues for a period of 30 days or more, interest shall accrue on any suchamount in respect of which default has been made (as well after as before any judgment)from and including the due date for payment thereof at the Rate of Interest (as defined
below) applicable from time to time to the nominal amount of the Subordinated PerpetualNotes then outstanding until either (i) such amount together with accrued interest payablepursuant to this paragraph (c) is paid to the holders of the Subordinated Perpetual Notesor (ii) the date on which notice has been given to the holders of the Subordinated PerpetualNotes to the effect that the funds for the payment thereof have been received by the Issuingand Paying Agent, whichever is earlier.
(ii) If as of the relevant Interest Payment Date the Issuer does not satisfy fifty per cent. (50(%)
of the Required Capital Ratio, all Arrears of Interest on all Subordinated Perpetual Notes
outstanding shall (subject to the Condition 2) become due in full on whichever is theearliest of (A) the Interest Payment Date immediately following the date on which theIssuer satisfies fifty per cent. (50(YcJ) of the Required Capital Ratio, (B) the date set for any
redemption pursuant to Condition 5 and (C) the occurrence of any Subordination Eventor an order being made or any effective resolution being passed for the winding-up or
dissolution of the Issuer, except for the purposes of an amalgamation, merger orreconstruction the terms whereof have previously been approved by the Trustee or by an
Extraordinary Resolution (as defined in the Trust Deed) of Noteholders.
For the purposes of this Condition 2 the following expressions have the following
meanings:"Compulsory Interest Date" means any Interest Payment Date if, based upon theaudited non-consolidated financial statements of the Issuer for a fiscal year whichhave been most recently approved by the Issuer's general shareholders meeting
immediately preceding such Interest Payment Date, there existed Distributable Profits(as to which a Certificate of the Issuer's Auditors shall be conclusive and binding);"Distributable Profits" of the Issuer means, with respect to any fiscal year of theIssuer, the Issuer's non-consolidated profits (including earned surplus from prioryears) permitted to be distributed to shareholders pursuant to Article 446 of theJapanese Companies Act (Law No. 86 of 2005) and Japanese banking regulations asderived from the Issuer's audited non-consolidated financial statements prepared inaccordance with Japanese law, including the requirements and guidelines of the
Financial Services Agency of Japan;"Optional Interest Date" means any Interest Payment Date other than a Compulsory
Interest Date; and"Required Capital Ratio" is each minimum total risk-based capital ratio calculated
on a consolidated and non-consolidated basis respectively which the Issuer under
Article 14-2 of the Banking Law of Japan (Law No. 59 of 1981, as amended) is
required to have achieved as of the last day of the fiscal year being 31 March and thelast day of the six-month period being 30 September. Currently, the Issuer is required
to have a Required Capital Ratio of eight per cent. (8%) or more under Article 14-2of the Banking Law.
(iii) The Issuer shall give at least seven days' prior notice to the holders of Subordinated
Perpetual Notes in accordance with Condition 14 of any Interest Payment Date on
which, pursuant to these provisions, interest will not be paid.
(iv) For the purposes of these Conditions, the term "interest" includes, unless the context
requires otherwise, Arrears of Interest.

22

3.

Negative Pledge
If this Note is a Senior Note, the Issuer will not, so long as any of the Senior Note or Coupon
remains outstanding, create or permit to subsist any mortgage, pledge, security transfer, charge or othersecurity interest (''Encumbrance") for the benefit of holders of any bonds upon the whole or any partof its property, assets or revenues (other than those accepted by the Issuer in trust), present or future,
to secure (i) payment of any sum due in respect of any bonds issued by it or in respect of any guarantee
by it of any bonds issued by any person or (ii) any payment under any indemnity or like obligations
relating to any bonds or guarantee unless, in each case at the same time, (a) the Senior Notes and the
Coupons are equally and rateably secured so as to rank par; passu with such bonds or guarantee orindemnity or like obligations or provided with such other security as the Trustee shall in its absolute
discretion deem not materially less beneficial to the interests of the holders of the Senior Notes or (b)as shall be approved by an Extraordinary Resolution of the holders of the Senior Notes or (c) it is
Permitted Encumbrance.

For the purpose of this Condition, the term "bonds" shall mean any indebtedness in the formof, or represented by, bonds, notes, debentures or other securities which (i) (A) are by their terms
payable, or may be required to be paid, in, or by reference to, any currency other than Japanese Yen
and (B) more than 50 per cent. of the aggregate principal amount whereof is initially distributed
outside Japan by or with the authorisation of the Issuer, and (ii) are quoted, listed or ordinarily tradedon any stock exchange or over-the-counter market or other similar securities market outside Japan. A"Permitted Encumbrance" means any Encumbrance existing on the date on which the first Tranche of
the Senior Notes is issued.
4. Interest and other Calculations(a) Interest on Hxed Rate Notes
Each Fixed Rate Note bears interest on its nominal amount from, and including, the Issue Date(or, if different, the Interest Commencement Date) to, but excluding, the Maturity Date at the rate(s)per annum (expressed as a percentage) equal to the Rate of Interest, such interest being payable inarrears on each Interest Payment Date. The amount of interest payable shall be determined inaccordance with Condition 4(h).
(b) Interest on Floathzg Rate Notes and Index Linked Interest Notes(i) Interest Payment Dates
Each Floating Rate Note and Index Linked Interest Note bears interest on its outstanding
nominal amount from the Interest Commencement Date at the rate per annum (expressed
as a percentage) equal to the Rate of Interest, such interest being payable in arrears on each
Interest Payment Date. The amount of interest payable shall be determined in accordancewith Condition 4(h). Such Interest Payment Date(s) is/are either shown hereon asSpecified Interest Payment Dates or, if no Specified Interest Payment Date(s) is/are shown
hereon, the Interest Payment Date shall mean each date which falls the number of months
or other period shown hereon as the Specified Period after the preceding Interest Payment
Date 01~ in the case of the first Interest Payment Date, after the Interest CommencementDate.

(ii) Business Day Convention
If any date referred to in these Conditions or any Final Terms, which is specified to be
subject to adjustment in accordance with a Business Day Convention, would otherwise fallon a day which is not a Business Day (as defined in Condition 4(})), then, if the Business
Day Convention specified in the relevant Final Terms is (A) the Floating Rate Convention,such date shall be postponed to the next day which is a Business Day unless it would
thereby fall into the next calendar month, in which event (x) such date shall be brought
forward to the immediately preceding Business Day and (y) each subsequent such dateshall be the last Business Day of the month in which such date would have fallen had it notbeen subject to adjustment, (B) the Following Business Day Convention, such date shall be
postponed to the next day which is a Business Day, (C) the Modified Following Business
Day Convention, such date shall be postponed to the next day which is a Business Day
unless it would thereby fall into the next calendar month, in which event such date shall be
brought forward to the immediately preceding Business Day or (D) the Preceding Business23

Day Convention, such date shall be brought forward to the inm1ediately preceding
Business Day.
(iii) Rate of Interest for Floating Rate Notes
The Rate of Interest in respect of Floating Rate Notes for each Interest Accrual Period
shall be determined in the manner specified hereon and the provisions below relating toeither ISDA Determination or Screen Rate Determination shall apply, depending uponwhich is specified hereon.
(A) ISDA Determination for Floating Rate Notes
Where ISDA Determination is specified hereon as the manner in which the Rate ofInterest is to be determined, the Rate of Interest for each Interest Accrual Period shallbe determined by the Calculation Agent as a rate equal to the relevant ISDA Rate
plus or minus (as indicated hereon) the Margin (if any). For the purposes of this subparagraph (A), "ISDA Rate'' for an Interest Accrual Period means a rate equal to the
Floating Rate that would be determined by the Calculation Agent under a Swap
Transaction under the terms of an agreement incorporating the ISDA Definitions
and under which:(x)

the Floating Rate Option is as specified hereon;(y)

the Designated Maturity is a period specified hereon; and(z)

the relevant Reset Date is the first day of that Interest Accrual Period unlessotherwise specified hereon.

For the purposes of this sub-paragraph (A), "Floating Rate", "Calculation Agent","Floating Rate Option", "Designated Maturity", "Reset Date" and "Swap
Transaction" have the meanings given to those terms in the ISDA Definitions.
(B) Screen Rate Determination for Floating Rate Notes(x) Where Screen Rate Determination is specified hereon as the manner in which theRate of Interest is to be determined, the Rate of Interest for each Interest
Accrual Period:
will, subject as provided below, be either:(1)

the offered quotation; or(2)

the arithmetic mean of the offered quotations,(expressed as a percentage rate per annum) for the Reference Rate which appears
or appear, as the case may be, on the Relevant Screen Page as at either 11.00 a.m.
(London time in the case of LIBOR or Brussels time in the case of EURIBOR)
on the Interest Determination Date in question as determined by the
Calculation Agent. If five or more of such offered quotations are available on
the Relevant Screen Page, the highest (or, if there is more than one such highest
quotation, one only of such quotations) and the lowest (or, if there is more than
one such lowest quotation, one only of such quotations) shall be disregarded by
the Calculation Agent for the purpose of determining the arithmetic mean ofsuch offered quotations.
If the Reference Rate from time to time in respect of Floating Rate Notes is
specified in the applicable Final Terms as being other than LIBOR or
EURIBOR, the Rate of Interest in respect of such Notes will be determined asprovided in the applicable Final Terms.

(y)if the Relevant Screen Page is not available or if, sub-paragraph (x)(l) applies
and no such offered quotation appears on the Relevant Screen Page or if subparagraph (x)(2) above applies and fewer than three such offered quotations
appear on the Relevant Screen Page as in each case at the time specified above,
subject as provided below, the Calculation Agent shall request, if the Reference
Rate is LIBOR, the principal London office of each of the Reference Banks or,if the Reference Rate is EURIBOR, the principal Euro-zone office of each of24

the Reference Banks, to provide the Calculation Agent with its offered quotation(expressed as a percentage rate per annum) for the Reference Rate if theReference Rate is LIBOR, at approximately 11.00 a.m. (London time), or if theReference Rate is EURIBO R, at approximately 11.00 a .m. (Brussels time) on theInterest Determination Date in question. If two or more of the Reference Banks
provide the Calculation Agent with such offered quotations, the Rate of Interestfor such Interest Period shall be the arithmetic mean of such offered quotations
as determined by the Calculation Agent; and(z)

if paragraph (y) above applies and the Calculation Agent determines that fewer
than two Reference Banks are providing offered quotations, subject as provided
below, the Rate of Interest shall be the arithmetic mean of the rates per annum(expressed as a percentage) as conmmnicated to (and at the request of) the
Calculation Agent by the Reference Banks or any two or more of them, at whichsuch banks were offered, if the Reference Rate is LIBOR, at approximately 11.00
a.m. (London time) or, if the Reference Rate is EURIBOR, at approximately
11.00 a.m. (Brussels time) on the relevant Interest Determination Date, deposits
in the Specified Currency for a period equal to that which would have been used
for the Reference Rate by leading banks in, if the Reference Rate is LIBOR, theLondon inter-bank market or, if the Reference Rate is EURIBOR, the Eurozone inter-bank market, as the case may be, or, if fewer than two of theReference Banks provide the Calculation Agent with such offered rates, theoffered rate for deposits in the Specified Currency for a period equal to thatwhich would have been used for the Reference Rate, or the arithmetic mean of
the offered rates for deposits in the Specified Currency for a period equal to thatwhich would have been used for the Reference Rate, at which, if the Reference
Rate is LIBOR, at approximately 11.00 a.m. (London time) or, if the Reference
Rate is EURIBOR, at approximately 11.00 a.m. (Brussels time), on the relevantInterest Determination Date, any one or more banks (which bank or banks is or
are in the opinion of the Trustee and the Issuer suitable for such purpose)
informs the Calculation Agent it is quoting to leading banks in, if the Reference
Rate is LIBOR, the London inter-bank market or, if the Reference Rate is
EURIBOR, the Euro-zone inter-bank market, as the case may be, provided that,
if the Rate of Interest cannot be determined in accordance with the foregoingprovisions of this paragraph, the Rate of Interest shall be determined as at thelast preceding Interest Determination Date (though substituting; where adifferent Margin, Rate Multiplier or Maximum or Minimum Rate of Interest is
to be applied to the relevant Interest Accrual Period from that which applied to
the last preceding Interest Accrual Period, the Margin, Rate Multiplier or
Maximum or Minimum Rate of Interest relating to the relevant Interest Accrual
Period, in place of the Margin, Rate Multiplier or Maximum or Minimum Rateof Interest relating to that last preceding Interest Accrual Period).

(iv) Rate of Interest for Index Linked Interest Notes
The Rate of Interest in respect of Index Linked Interest Notes for each Interest Accrual
Period shall be determined in the manner specified hereon and interest will accrue by
reference to an Index or Formula as specified hereon.
(c) Zero Coupon Notes
Where a Note the Interest Basis of which is specified to be Zero Coupon is repayable prior to
the Maturity Date and is not paid when due, the amount due and payable prior to the Maturity Dateshall be the Early Redemption Amount of such Note. As from the Maturity Date, the Rate of Interest
for any overdue principal of such a Note shall be a rate per annum (expressed as a percentage) equal
to the Amortisation Yield (as described in Condition 5(b )(i)).
(d) Dual Currency Notes
In the case of Dual Currency Notes, if the rate or amount of interest falls to be determined byreference to a Rate of Exchange or a method of calculating Rate of Exchange, the rate or amount ofinterest payable shall be determined in the manner specified hereon.
25

(e)

Part~v Paid Notes

In the case of Partly Paid Notes (other than Partly Paid Notes which are Zero Coupon Notes),interest will accrue as aforesaid on the paid-up nominal amount of such Notes and otherwise as
specified hereon.

(f) Accrual of Interest
Interest shall cease to accrue on each Note on the due date for redemption unless, upon due
presentation, payment is improperly withheld or refused, in which event interest shall continue toaccrue (as well after as before judgment) at the Rate of Interest in the manner provided in thisCondition 4 to the Relevant Date (as defined in Condition 7).
(g) Minimum/Maximum Rate of Interest, Instalment Amounts and Redemption Amounts
If any Maximum or Minimum Rate of Interest, Instalment Amount or Redemption Amount is
specified hereon, then any Rate of Interest, Instalment Amount or Redemption Amount shall be
subject to such maximum or minimum, as the case may be.
(h) Calculations
The amount of interest payable per Calculation Amount in respect of any Note for any Interest
Accrual Period shall be equal to the product of the Rate of Interest, the Calculation Amount specified
hereon, and the Day Count Fraction for such Interest Accrual Period, unless an Interest Amount (ora formula for its calculation) is applicable to such Interest Accrual Period, in which case the amount ofinterest per Calculation Amount in respect of such Note for such Interest Accrual Period shall equal
such Interest Amount (or be calculated in accordance with such formula). Where any Interest Period
comprises two or more Interest Accrual Periods, the amount of interest payable per Calculation
Amount in respect of such Interest Period shall be the sum of the Interest Amounts payable in respectof each of those Interest Accrual Periods. In respect of any other period for which interest is required
to be calculated, the provisions above shall apply save that the Day Count Fraction shall be for theperiod for which interest is required to be calculated.
Determination and Publication of Rates of Interest, Interest Amounts, Final Redemption Amounts,
Early Redemption Amounts; Optional Redemption Amounts and Instalment Amounts
The Calculation Agent shall, as soon as practicable on each Interest Determination Date orsuch other time on such date as the Calculation Agent may be required to calculate any rate or amount,obtained any quotation or make any determination or calculation, (i) determine such rate and calculate
the Interest Amounts in respect of such Specified Denomination of the Notes for the relevant Interest
Accrual Period; (ii) calculate the Final Redemption Amount, Early Redemption Amount, Optional
Redemption Amount or Instalment Amount; (iii) obtain such quotation or make such determinationor calculation, as the case may be, and (iv) cause the Rate of Interest and the Interest Amounts for each
Interest Period and the relevant Interest Payment Date and, if required to be calculated, the Final
Redemption Amount, Early Redemption Amount, Optional Redemption Amount or any Instalment
Amount to be notified to the Trustee, the Issuer, each of the Paying Agents, the Noteholders, any otherCalculation Agent appointed in respect of the Notes that is required to make a further calculation
upon receipt of such information. If the Notes are listed on a stock exchange and the rules of suchexchange or other relevant authority so require, such exchange or other relevant authority as soon as
possible after their determination but in no event later than (i) the commencement of the relevantInterest Period, (if determined prior to such time, in the case of notification to such exchange of a Rateof Interest and Interest Amount), or (ii) in all other cases, the fourth Business Day after suchdetermination. Where any Interest Payment Date or Interest Period Date is subject to adjustment
pursuant to Condition 4( b )(ii), the Interest Amounts and the Interest Payment Date so published may
subsequently be amended (or appropriate alternative arrangements made with the consent of theTrustee by way of adjustment) without notice in the event of an extension or shortening of the Interest
Period. If the Notes become due and payable under Condition 8, the accrued interest and the Rate ofInterest payable in respect of the Notes shall nevertheless continue to be calculated as previously inaccordance with this Condition but no publication of the Rate of Interest or the Interest Amount so
calculated need be made unless the Trustee otherwise requires. The determination of any rate or
amount, the obtaining of each quotation and the making of each determination or calculation by the
Calculation Agent(s) shall (in the absence of manifest error) be final and binding upon all parties.
(i)

26

(j)

Definitions
In this Condition:"Business Day" means(i)in the case of a currency other than euro, a day (other than a Saturday or Sunday) on
which commercial banks and foreign exchange markets settle payments in the principal
financial centre for such currency; and/or(ii)

in the case of euro, a day on which the TARGET system is operating (a "TARGET
Business Day"); and/or(iii) in the case of a currency and/or one or more Additional Business Centres a day (other thana Saturday or a Sunday) on which commercial banks and foreign exchange markets settle
payments in such currency in the Additional Business Centre(s) or, if no currency is
indicated, generally in each of the Additional Business Centres.
"Day Count Fraction" means, in respect of the calculation of an amount of interest on any
Note for any period of time (from and including the first day of such period to but excluding
the last) (whether or not constituting an Interest Period or Interest Accrual Period, the"Calculation Period"):(i)if "Actual/Actual" or "Actual/Actual- ISDA'' is specified hereon, the actual number ofdays in the Calculation Period divided by 365 (or, if any portion of that Calculation Period
falls in a leap year, the sum of (A) the actual number of days in that portion of the
Calculation Period falling in a leap year divided by 366 and (B) the actual number of daysin that portion of the Calculation Period falling in a non-leap year divided by 365);(ii) if "Actual/365 (Fixed)" is specified hereon, the actual number of days in the Calculation
Period divided by 365;(iii) if "Actual/360" is specified hereon, the actual number of days in the Calculation Period
divided 360;(iv) if "30/360", "360/360" or "Bond Basis" is specified hereon, the number of days in the
Calculation Period divided by 360 calculated on a formula basis as follows:
Day Count Fraction= [360 x (Y2- YJ)] + [30 x (M"- MJ)] + (D"- DJ)360
where:"Y/' is the year, expressed as a number, in which the first day of the Calculation Period

falls;"Y2" is the year, expressed as a number, in which the day immediately following the last day
included in the Calculation Period falls;"MJ" is the calendar month, expressed as a number, in which the first day of the
Calculation Period falls;"M/' is the calendar month, expressed as number, in which the day immediately following
the last day included in the Calculation Period falls;"DJ" is the first calendar day, expressed as a number, of the Calculation Period, unless such
number would be 31, in which case DJ will be 30; and"D/' is the calendar day, expressed as a number, immediately following the last day
included in the Calculation Pe1~iod, unless such number would be 31 and DJ is greater than29, in which caseD" will be 30.
(v)

if "30E/360" or "Eurobond Basis" is specified hereon, the number of days in the
Calculation Period divided by 360 calculated on a formula basis as follows:
Day Count Fraction= [360 x (Y2- YJ)] + [30 x (M"- MJ)] + (D"- D1)
360

27

where:"Y1" is the year, expressed as a number, in which the first day of the Calculation Period
falls;"Y2" is the year, expressed as a number, in which the day immediately following the last day
included in the Calculation Period falls;"M1" is the calendar month, expressed as a number, in which the first day of the
Calculation Period falls;"M2" is the calendar month, expressed as a number, in which the day immediately following
the last day included in the Calculation Period falls;"D1" is the first calendar day, expressed as a number, of the Calculation Period, unless such
number would be 31, in which case DJ will be 30; and"D2" is the calendar day, expressed as a number, immediately following the last day
included in the Calculation Period, unless such number would be 31, in which case D2 willbe 30.
(vi) if "30E/360 (ISDA)" is specified hereon, the number of days in the Calculation Period
divided by 360, calculated on a formula basis as follows:
Day Count Fraction = [360 x (Yz- YJ)] + [30 x (Mz- M1)] + (Dz- D1)
360

where:"Y1" is the year, expressed as a number, in which the first day of the Calculation Period
falls;"Y2" is the year, expressed as a number, in which the day immediately following the last day
included in the Calculation Period falls;"M1" is the calendar month, expressed as a number, in which the first day of the
Calculation Period falls;"M2" is the calendar month, expressed as a numbe1~ in which the day immediately following
the last day included in the Calculation Period falls;"D1" is the first calendar day, expressed as a number, of the Calculation Period, unless (i)that day is the last day of February or (ii) such number would be 31, in which case DJ willbe 30; and"D2" is the calendar day, expressed as a number, immediately following the last day
included in the Calculation Period, unless (i) that day is the last day of February but not
the Maturity Date or (ii) such number would be 31, in which case Dz will be 30.
(vii) if "Actual/Actual-ICMA" is specified hereon,(a) if the Calculation Period is equal to or shorter than the Determination Period during
which it falls, the number of days in the Calculation Period divided by the product of(x) the number of days in such Determination Period and (y) the number ofDetermination Periods normally ending in any year; and(b) if the Calculation Period is longer than one Determination Period, the sum of:(x)

the number of days in such Calculation Period falling in the Determination
Period in which it begins divided by the product of (1) the number of days insuch Determination Period and (2) the number of Determination Periods
normally ending in any year; and(y)the number of days in such Calculation Period falling in the next Determination
Period divided by the product of (1) the number of days in such Determination
Period and (2) the number of Determination Periods normally ending in any
year
28where:"Determination Period" means the period from and including a Determination
Date in any year to but excluding the next Determination Date.
"Determination Date'' means the date specified as such hereon or, if none is so
specified, the Interest Payment Date.
"Euro-zone" means the region comprised of member states of the European Union that adopt
the single currency in accordance with the Treaty establishing the European Community as
amended by the Treaty on European Union;"Interest Accrual Period" means the period beginning on (and including) the Interest
Commencement Date and ending on (but excluding) the first Interest Period Date and eachsuccessive period beginning on (and including) an Interest Period Date and ending on (butexcluding) the next succeeding Interest Period Date;"Interest Amount" means:(i)in respect of an Interest Accrual Period, the amount of interest payable per Calculation
Amount for that Interest Accrual Period and which, in the case of Fixed Rate Notes, andunless otherwise specified hereon, shall mean the Fixed Coupon Amount or Broken
Amount specified hereon as being payable on the Interest Payment Date ending theInterest Period of which such Interest Accrual Period forms part; and(ii) in respect of any other period, the amount of interest payable per Calculation Amount forthat period.
"Interest Commencement Date" means the Issue Date or such other date as may be specified
hereon;"Interest Determination Date" means, with respect to a Rate of Interest and Interest Accrual
Period, the date specified as such hereon 01; if none is so specified, (i) the first day of such
Interest Accrual Period if the Specified Currency is Sterling or (ii) the day falling two Business
Days in London for the Specified Currency prior to the first day of such Interest Accrual Period
if the Specified Currency is neither Sterling nor euro or (iii) the day falling two TARGET
Business Days prior to the first day of such Interest Accrual Period if the Specified Currency is
euro;"Interest Period" means the period beginning on (and including) the Interest Commencement
Date and ending on (but excluding) the first Interest Payment Date and each successive period
beginning on (and including) an Interest Payment Date and ending on (but excluding) the next
succeeding Interest Payment Date;"Interest Period Date" means each Interest Payment Date unless otherwise specified hereon;"ISDA Definitions" means the 2006 ISDA Definitions, as published by the International Swaps
and Derivatives Association, Inc., unless otherwise specified hereon;"Payment Date'' means, in relation to Day Count Fraction above, the date on which interest for
the relevant period falls due;"Rate of Interest" means the rate of interest payable from time to time in respect of the relevant
Note and that is either specified or calculated in accordance with the provisions hereon;"Reference Banks" means, in the case of a determination of LIBOR, the principal London
office of four major banks in the London inter-bank market and, in the case of a determinationof EURIBOR, the principal Euro-zone office of four major banks in the Euro-zone inter-bankmarket, in each case selected by the Calculation Agent or as specified hereon;"Reference Rate" means the rate specified as such hereon;"Relevant Screen Page" means such page, section, caption, column or other part of a particular
information service as may be specified hereon;"Specified Currency'' means the currency specified as such hereon 01; if none is specified, thecurrency in which the Notes are denominated; and29

"TARGET System" means the Trans-European Automated Real-Time Gross Settlement
Express Transfer (known as TARGET2) System which was launched on 19 November 2007 or
any successor thereto.
(k) Calculation AgentThe Issuer will procure that there shall at all times be one or more Calculation Agents (in theircapacity as agent banks) if provision is made for them in the Conditions applicable to this Note andfor so long as it is outstanding. If the Agent is unable or unwilling to act as agent bank or if the Agent
fails duly to establish the Rate of Interest for any Interest Accrual Period or to calculate the Interest
Amount or any other requirements, the Issuer will appoint a leading bank engaged in the London
interbank market to act as such in its place. The Agent may not resign its duties as agent bank without
a successor having been appointed as aforesaid.
Determinations Binding
All notifications, opinions, determinations, certificates, calculations, quotations and decisions
given, expressed, made or obtained for the purposes of this Condition 4, whether by the Reference
Banks (or any of them) or the Agent or the Calculation Agent shall (in the absence of wilful default,
bad faith or manifest error) be binding on the Issue1~ the Reference Banks, the Agent, the Trustee, thePaying Agents and all Noteholders and all holders of Receipts and Coupons and (subject as aforesaid)
no liability to the holders shall attach to the Reference Banks, the Agent, the Calculation Agent or the
Trustee in connection with the exercise by them of their powers, duties and discretions.
(I)

5. Redemption, Purchase and Options(a) Redemption by Instalments and Final Redemption(i) Unless previously redeemed, purchased and cancelled as provided in this Condition 5, each
Note that provides for Instalment Dates and Instalment Amounts shall be partiallyredeemed on each Instalment Date at the related Instalment Amount specified hereon. The
outstanding nominal amount of each such Note shall be reduced by the Instalment
Amount (or, if such Instalment Amount is calculated by reference to a proportion of thenominal amount of such Note, such proportion) for all purposes with effect from therelated Instalment Date, unless payment of the Instalment Amount is improperly withheldor refused, in which case, such amount shall remain outstanding until the Relevant Date
relating to such Instalment Amount.

(ii)

Unless previously redeemed or purchased and cancelled as provided in this Condition 5 orin Condition 8, each Senior Note will be redeemed at its Final Redemption Amount on the
Maturity Date and each Subordinated Dated Note will be redeemed at its Final
Redemption Amount on the Maturity Date, which shall be at any time on or after the fifth
anniversary, in the case of Lower Tier 2 Notes, but no later than the thirtieth anniversaryof the issue of the relevant Subordinated Dated Notes. Subordinated Perpetual Notes areundated and accordingly they will have no maturity date and will be only redeemable orrepayable in accordance with following provisions of this Condition 5 and Condition 8.

(b) Early Redemption(i) Zero Coupon Notes:(A) The Early Redemption Amount payable in respect of any Zero Coupon Note, the
Early Redemption Amount of which is not linked to an index and/or a formula, upon
redemption of such Note pursuant to Condition 5( c) or upon it becoming due andpayable as provided in Condition 8 shall be the Amortised Face Amount (calculated
as provided below) of such Note unless otherwise specified hereon.

(B) Subject to the provisions of sub-paragraph (C) below, the Amortised Face Amount of
any such Note shall be the scheduled Final Redemption Amount of such Note on the
Maturity Date discounted at a rate per annum (expressed as a percentage) equal to
the Amortisation Yield (which, if none is shown hereon, shall be such rate as would
produce an Amortised Face Amount equal to the issue price of the Notes if they werediscounted back to their issue price on the Issue Date) compounded annually.

30

(C) If the Early Redemption Amount payable in respect of any such Note upon its
redemption pursuant to Condition 5( c) or upon it becoming due and payable asprovided in Condition 8 is not paid when due, the Early Redemption Amount due
and payable in respect of such Note shall be the Amortised Face Amount of such
Note as defined in sub-paragraph (B) above, except that such sub-paragraph shallhave effect as though the date on which the Note becomes due and payable were theRelevant Date. The calculation of the Amortised Face Amount in accordance withthis sub-paragraph shall continue to be made (both before and after judgment) until
the Relevant Date, unless the Relevant Date falls on or after the Maturity Date, inwhich case the amount due and payable shall be the scheduled Final Redemption
Amount of such Note on the Maturity Date together with any interest that may
accrue in accordance with Condition 4( c).
Where such calculation is to be a made for a period of less than one year, it shall be madeon the basis of the Day Count Fraction shown hereon.
(ii) Other Notes:
The Early Redemption Amount payable in respect of any Note (other than Notes
described in (i) above), upon redemption of such Note pursuant to Condition 5( c) or
upon it becoming due and payable as provided in Condition 8, shall be the Final
Redemption Amount unless otherwise specified hereon.
(c) Redemption for Taxation Reasons
If on the occasion of the next payment in respect of the Notes the Trustee is satisfied that theIssuer would be unable to make such payment without being required to pay additional amounts as
described in Condition 7 and the Trustee is satisfied that such requirement cannot be avoided by theIssuer taking reasonable measures (such measures not involving any material additional payments by,
or expense for, the Issuer) the Issuer may, having obtained the prior consent of the Financial Services
Agency of Japan (in the case of Subordinated Notes) and having given not less than 30 nor more than
60 days' notice to the Noteholders in accordance with Condition 14, redeem all, but not some only, of
the Notes at any time (in the case of a Note other than a Floating Rate Note or an Index Linked Note)or on any Interest Payment Date (in the case of Floating Rate Notes and Index Linked Notes) at their
Early Redemption Amount provided that in the case of a Note other than a Floating Rate Note nosuch notice of redemption may be given earlier than 90 days' prior to the earliest date on which theIssuer would be obliged to pay such additional amounts were payment in respect of the Notes then due.
In the case of a Floating Rate Note, the date fixed for redemption shall not be earlier than the latest
practicable date before the date on which the Issuer would become obliged to pay such additionalamounts. Prior to the giving of any notice of redemption pursuant to this Condition 5 (c), the Issuer
shall deliver to the Trustee (A) an opinion of independent legal or tax counsel of international reputesatisfactory to the Trustee stating that the circumstances specified herein exist and (B) a certificate
signed by an authorised officer of the Issuer stating that the requirement cannot be avoided by theIssuer taking reasonable measures available to it and the Trustee shall be entitled to accept such opinion
and certificate as sufficient evidence of the satisfaction of the conditions precedent referred to above,in which case the same shall be conclusive and binding on the Noteholders and the holders of theReceipts, Talons and Coupons.

Notes redeemed pursuant to this Condition 5(c) will be redeemed at their Early Redemption
Amount together (if appropriate) with interest accrued to, but excluding, the date of redemption.
(d) Reden1ption at the Option of the Issuer
If Call Option is specified hereon, the Issuer may, having obtained the prior consent of the
Financial Services Agency of Japan (in the case of the Subordinated Notes) and, on giving not lessthan 25 nor more than 60 days' notice (or such other notice period as indicated in the relevant Final
Terms) to the Noteholders and the Trustee, in accordance with Condition 14, redeem, all 01~ if so
provided in the relevant Final Terms, some of the Notes on any Optional Redemption Date so provided
in the relevant Final Terms which, in the case of Subordinated Dated Notes that qualify as Lower Tier
2 capital, shall not be on or prior to the fifth anniversary of the Issue Date. Any such redemption or
exercise must relate to Notes of a nominal amount at least equal to the Minimum Redemption Amountto be redeemed specified hereon and no greater than the Maximum Redemption Amount to beredeemed specified hereon.
31All Notes in respect of which any such notice is given shall be redeemed on the date specified insuch notice in accordance with this Condition.
In the case of a partial redemption the notice to Noteholders shall also contain the serial
numbers of the Notes to be redeemed, which have been drawn in such place as the Trustee may approveand in such manner as it deems appropriate, subject to compliance with applicable laws and stock
exchange or other relevant authority requirements.
(e) Redemption at the Option of the holders <~f Senior Notes
If Put Option is specified hereon, the Issuer shall, at the option of the holder of any such SeniorNote, upon the holder of such Senior Note giving not less than 25 nor more than 60 days' notice to theIssuer (or such other notice period as may be specified hereon) redeem such Senior Note on the
Optional Redemption Date(s) at its Optional Redemption Amount together with interest accrued tothe date fixed for redemption.

To exercise such option the holder must deposit such Senior Note (together with all unmatured
Receipts and Coupons and unexchanged Talons) with any Paying Agent at its specified office, together
with a duly completed option exercise notice (the "Exercise Notice") in the form obtainable from any
Paying Agent within the notice period. No Senior Note so deposited and option exercised may be
withdrawn (except as provided in the Agency Agreement) without the prior consent of the Issuer.
(f) Partzr Paid Notes
If the Notes are Partly Paid Notes, they will be redeemed, whether at maturity, early redemption
or otherwise, in accordance with the provisions of this Condition and as specified hereon.
(g) Purchases
The Issuer and any subsidiary of the Issuer may at any time purchase or procure the purchasefor its account of Notes (provided that all unmatured Receipts and Coupons and unexchanged Talonsappertaining thereto are attached if the Notes are to be surrendered for cancellation) in the open
market or otherwise at any price, subject to the prior consent of the Financial Services Agency ofJapan, if necessary. Any such Notes purchased by the Issuer, or any such subsidiary may at the optionof the Issuer, or any such subsidiary be held, resold or, surrendered by the Issuer, or such subsidiary,as the case may be, to the Paying Agent for cancellation.
(h) Cancellation

All Notes which are redeemed will forthwith be cancelled (together with all unmatured Receipts
and Coupons and unexchanged Talons attached thereto or surrendered therewith at the time ofredemption). All Notes so cancelled and Notes purchased and cancelled pursuant to paragraph (g)above (together with all unmatured Receipts and Coupons and unexchanged Talons cancelled
therewith) shall be forwarded to the Agent and cannot be re-issued or resold and the obligations of theIssuer in respect of any such Notes shall be discharged.
6. Payments and Talons(a) Payments
Payments of principal and interest in respect of Notes will, subject as mentioned below, be madeagainst presentation or surrender (or, in the case of partial payment only, endorsement) of the relevantNotes (in the case of all payments of principal and, in the case of interest, as specified in
Condition 6( e)(vi)) and relevant Receipts (in the case of payments of Instalment Amounts other thanon the due date for redemption and provided that the Receipt is presented for payment together with
its relative Note), or Coupons (in the case of interest, save as specified in Condition 6(e)(vi)), as thecase may be, at the specified office of any Paying Agent (subject to paragraph (b) below) by a chequepayable in such relevant currency, or, at the option of the holders, by transfer to an account in suchcurrency with, a bank in the principal financial centre for such currency or, in the case of euro, in a cityin which banks have access to the TARGET System provided that in the case of Japanese yen to a nonresident of Japan, payment will be by yen cheque drawn on, or by transfer to a non-resident Japanese
yen account with, a bank in Japan.

32

(b) Payments h1 the United States
Notwithstanding the foregoing. if any Notes are denominated in U.S. dollars, payments in
respect thereof may be made at the specified office of any Paying Agent in New York City in the samemanner as aforesaid if (i) the Issuer shall have appointed Paying Agents with specified offices outside
the United States with the reasonable expectation that such Paying Agents would be able to makepayment of the amounts due on the Notes in the manner provided above when due, (ii) payment in fullof such amounts at all such offices is illegal or effectively precluded by exchange controls or othersimilar restrictions on payment or receipt of such amounts and (iii) such payment is then permitted byUnited States law without involving, in the opinion of the Issuer (acting on the advice of legal advisers
as to United States law selected by the Trustee), adverse tax consequences to the Issuer.
(c) Payments subject to law etc.
All payments are subject in all cases to any applicable fiscal or other laws. regulations anddirectives, but without prejudice to the provisions of Condition 7. No commission or expenses shall becharged to the Noteholders or Couponholders in respect of such payments.
(d) Appointment and Termination of Appointment of Agents
The Agent initially appointed by the Issuer and its specified office are listed below. The Agent,
the other Paying Agents and any Calculation Agent act solely as agents of the Issuer and do notassume any obligation or relationship of agency or trust for or with any holder. The Issuer reserves theright, with the prior written approval of the Trustee, at any time to vary or terminate the appointmentof the Agent, any other Paying Agent or any Calculation Agent and to appoint additional or other
Paying Agents, provided that the Issuer will, for so long as any Notes are outstanding, maintain (i) an
Agent, (ii) a Calculation Agent where the Conditions so require one, (iii) where the Notes are listed on
any stock exchange, a Paying Agent with a specified office in such place as may be required by the rules
and regulations of the relevant stock exchange and (iv) a Paying Agent with a specified office in amember state of the European Union that will not be obliged to withhold or deduct tax pursuant to
the EU Savings Directive or any other European Union Directive implementing the conclusions of the
ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income or any law
implementing or complying with, or introduced in order to conform to, any such Directive.
In addition, the Issuer shall forthwith, but with the prior written approval of the Trustee,
appoint a Paying Agent in New York City in respect of any Notes denominated in U.S. dollars in the. circumstances described in paragraph (b) above.
Notice of any such change or any change of any specified office will promptly be given by theIssuer to the Noteholders in accordance with Condition 14.
(e) Unmatured Coupons, Receipts and Unexchanged Talons(i) Upon the due date for redemption of Bearer Notes, which comprise Fixed Rate Notes(other than Dual Currency Notes or Index Linked Notes), such Notes should besurrendered for payment together with all unmatured Coupons (if any) relating thereto,
failing which an amount equal to the face value of each missing unmatured Coupon (or,in the case of payment not being made in full, that proportion of the amount of such
missing unmatured Coupon which the sum of principal so paid bears to the total principaldue) will be deducted from the Final Redemption Amount, Early Redemption Amount or
Optional Redemption Amount, as the case may be, due for payment. Any amount so
deducted will be paid in the manner mentioned above against surrender of such missing
Coupon within a period of 10 years from the Relevant Date for the payment of suchprincipal (whether or not such Coupon has become void pursuant to Condition 10).
(ii) Upon the due date for redemption of any Bearer Note comprising a Floating Rate Note,
Dual Currency Interest Note or Index Linked Note, unmatured Coupons relating to such
Notes (whether or not attached) shall become void and no payment shall be made in
respect of them.
(iii) Upon the due date for redemption of any Note, any unexchanged Talon relating to such
Note (whether or not attached) shall become void and no Coupon shall be delivered in
respect of such Talon.

33

(iv) Upon the due date for redemption in full of any Instalment Note, all Receipts relating tosuch Note having an Instalment Date falling on or after such due date (whether or not
attached) shall become void and no payment shall be made in respect of them.
(v) Where any Note which provides that the relative Coupons are to become void upon the due
date for redemption of those Notes is presented for redemption without all unmatured
Coupons and any unexchanged Talon relating to it, and where any Note is presented forredemption without any unexchanged Talon relating to it, redemption shall be made only
against the provision of such indemnity as the Issuer may require.
(vi) If the due date for redemption of any Note is not a due date for payment of interest,
interest accrued from the preceding due date for payment of interest or the Issue Date,unless there is a different Interest Conm1encement Date, as the case may be, shall only bepayable against presentation (and surrender if appropriate) of the relevant Note. Interest
accrued on a Note which bears interest after its Maturity Date shall be payable on
redemption of such Note against presentation thereof.
TalonsOn or after the Interest Date for the final Coupon forming part of a Coupon sheet issued in
respect of any Note, the Talon forming part of such Coupon sheet may be surrendered at the specified
office of the Agent in exchange for a further Coupon sheet (and if necessary another Talon for afurther Coupon sheet) (but excluding any Coupons which may have become void pursuant to
Condition 10).
(f)(g) Business Days

If any date for payment in respect of any Note, Receipt or Coupon is not a Business Day, theholder shall not be entitled to payment until the next following Business Day nor to any interest orother sum in respect of such postponed payment. In this Condition 6, "Business Day" means a day(other than a Saturday or Sunday) on which banks and foreign exchange markets are open for businessin the relevant place of presentation in such jurisdictions as shall be specified as "Financial Centres"
hereon and (i) (in the case of payment on a currency other than euro) where payment is to be made bytransfer to an account maintained with a bank in the relevant currency, on which foreign exchangetransactions may be carried on in the relevant currency in the principal financial centre of the countryof such currency or (ii) (in the case of a payment in euro) which is a TARGET Business Day.

7.

Taxation

Payments of principal and interest by or on behalf of the Issuer in respect of the Notes andCoupons held by a Japanese non-resident (not being a specially-related person of the Issuer) or adesignated financial institution will be made without withholding of, or deduction for or on accountof, any present or future taxes imposed or levied by or on behalf of Japan, or any authority therein or
thereof having power to tax if the holder thereof establishes that the Note or Coupon is held by or forthe account of a Japanese non-resident (not being a specially-related person of the Issuer) or adesignated financial institution in compliance with requirements under Japanese tax laws. If suchwithholding or deduction in respect of the Notes and Coupons held by such Japanese non-resident ordesignated financial institution is required by law, the Issuer will pay such additional amounts as may
be necessary in order that the net amounts received by such Noteholders and Couponholders after suchwithholding or deduction shall equal the amounts of principal and interest which would have been
receivable in respect of the Notes or, as the case may be, Coupons in the absence of such withholding
or deduction; except that no such additional amounts shall be payable with respect to any Note or
Coupon presented for payment:(a) by or on behalf of a holder (i) who is for Japanese tax purposes treated as an individual
resident of Japan or a Japanese corporation or (ii) who fails to comply with the Japanese tax
law requirements in respect of the exemption from such withholding or deduction or (iii) who
is otherwise subject to such taxes, duties, assessments or governmental charges by reason of
his being connected with Japan otherwise than by reason only of the holding of any Note or
Coupon or the receipt of principal or interest in respect of any Note or Coupon;(b) more than 30 days after the Relevant Date except to the extent that the holder thereof
would have been entitled to such additional amounts on presenting the same for payment
as at the expiry of such 30-day period;
34

(c)

where such withholding or deduction is imposed on payment to an individual and isrequired to be made pursuant to the EU Savings Directive or any other Directive
implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000
on the taxation of savings income or any law implementing or complying with, or
introduced in order to conform to, any such Directive; or(d) by or on behalf of a holder who would have been able to avoid such withholding or
deduction by presenting the relevant Note, Receipt or Coupon to another Paying Agent in
a Member State of the European Union.
As used herein, a "Japanese non-resident" means a person that is not an individual resident ofJapan or a Japanese corporation for Japanese tax purposes, a "designated financial institution" meansa Japanese financial institution or a Japanese financial instruments business operator as provided in
Article 6 of the Special Taxation Measures Law of Japan and a "specially-related person of the Issuer"means a person having a special relationship with the Issuer as prescribed in Article 6, Paragraph 4 of
the Special Taxation Measures Law of Japan.
As used in these Conditions, "Relevant Date" in respect of any Note, Receipt or Coupon means
the date on which payment in respect thereof first becomes due except that if the full amount of themonies payable has not been duly received by the Agent or the Trustee on or prior to such date, itmeans the date on which the full amount of such monies having been received, notice to that effect shallhave been duly given to the Noteholders in accordance with Condition 14. References in this Condition
to "principal" and/or "interest" shall be deemed to include any additional amounts which may bepayable under this Condition or any undertakings or covenants given in addition thereto or in
substitution therefor pursuant to the Trust Deed.
8.

Events of Default and Limited Rights of Acceleration(a) Events of Default in respect of Senior Notes

The provisions of this Condition 8(a) apply only to Senior Notes.
If any one or more of the following events (each an "Event of Default") shall have occurred andbe continuing:(i) default is made for more than 30 days in the payment of any amount of principal or any
interest due in respect of any of the Notes when and as the same ought to be paid inaccordance with these Conditions; or(ii) default is made in the performance or observance by the Issuer of any obligation,
condition or provision under the Notes or the Trust Deed (other than any obligation forthe payment of any amount due in respect of any of the Notes) and (unless the Trustee
reasonably considers such default to be incapable of being remedied) such default shall not
be remedied to the Trustee's satisfaction within 90 days (or such longer period as theTrustee may permit) of first written notification from the Trustee to the Issuer, requiring
the same to be remedied; or(iii) (a) the maturity of any present or future indebtedness (whether being principal,
premium, interest or other amounts) for or in respect of either money borrowed, liabilities
under or in respect of any acceptance or acceptance credit, or any notes, bonds,
debentures, debenture stock, loan stock or other securities offered, issued or distributed
whether by way of public offer, private placing, acquisition, consideration or otherwise andwhether issued for cash or in whole or in part for a consideration other than cash("'Indebtedness") by the Issuer, having an aggregate nominal amount of at least
U.S.$10,000,000 (or the equivalent in any other currency or currencies) shall have been
accelerated by or on behalf of the holder(s) of such Indebtedness in accordance with theterms thereof or any agreement relating thereto or (b) any such Indebtedness shall not havebeen paid when due on maturity and such failure shall have not been cured within the grace
period, if any, applicable thereto; or(iv) a decree or order by a court having jurisdiction in the premises shall have been enteredadjudging the Issuer, bankrupt or insolvent or approving as properly filed a petition
seeking reorganisation of the Issuer under any applicable bankruptcy or reorganisation lawof Japan and such decree or order shall have continued undischarged and unstayed for aperiod of 60 days; or a decree or order of a court having jurisdiction in the premises forthe appointment of a receiver or liquidator or trustee or assignee in bankruptcy or
35

insolvency of the Issuer or of all or substantially all of the property of the Issuer or for thewinding-up or liquidation of the affairs of the Issuer shall have been entered under any
applicable bankruptcy or reorganisation law of Japan and such decree or order shall havecontinued undischarged and unstayed for a period of 60 days; or(v)

the Issuer shall institute proceedings to be adjudicated a voluntary bankrupt or shallconsent to the filing of a bankruptcy proceeding against it or shall file a petition or answer
or consent seeking reorganisation or arrangement under any applicable bankruptcy orreorganisation law of Japan, or shall consent to the filing of any such petition, or shallconsent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy
or insolvency of it or of all or substantially all of its property, or shall make an assignment
for the benefit of its creditors or shall make any composition with its creditors or shalladmit in writing its inability to pay its debts generally as they become due, or corporate
action shall be taken by the Issuer in furtherance of any of the aforesaid purposes; or(vi) the Issuer shall cease to carry on the whole or substantially the whole of its business or
shall dispose of the whole or a substantial part of its assets, in each case except for the
purposes of or pursuant to a consolidation, amalgamation, merger or reconstruction theterms whereof have been approved by the Trustee or approved by an Extraordinary
Resolution of the Noteholders or except for the purposes of or pursuant to a
consolidation, amalgamation, merger or reconstruction under which the continuing entity
effectively assumes the entire obligation of the Issuer under the Notes;
then the Trustee at its discretion may, and if so requested in writing by Noteholders
holding at least 25 per cent. in aggregate nominal amount of the Notes then outstanding
or if so directed by an Extraordinary Resolution shall (subject in each case to being
indemnified to its satisfaction), (provided that, except in the case of the occurrence of anyof the event mentioned in sub-paragraph (i) above, the Trustee shall have certified that, in
its opinion, such event is materially prejudicial to the interests of the Noteholders) givenotice to the Issuer that the Notes are, and they shall thereby forthwith become,
immediately due and repayable at their Early Redemption Amount together (if applicable)with accrued interest.

(b) Limited Rights of Accelermion in respect of Subordinated Notes
The provisions of this Condition 8(b) apply only to Subordinated Notes.
If (i) any Subordination Event shall occur and be continuing or (ii) an order is made or any
effective resolution is passed for the winding-up or dissolution of the Issuer, except for the purposes ofan amalgamation, merger or reconstruction the terms whereof have previously been approved by theTrustee or by an Extraordinary Resolution of Noteholders (such approval not to be unreasonably
withheld), then, in either such event (each an "Acceleration Event"), the Trustee at its discretion may,or if so requested by the holders of not less than 25 per cent. in aggregate nominal amount of the Notesof any Series then outstanding or by an Extraordinary Resolution of Noteholders of any Series shall,by written notice to the Issuer declare the principal of and all interest then accrued on the Notes ofthat Series to be forthwith due and payable upon receipt of such notice by the Issuer. Immediately upondelivery of such notice, the Notes of that Series shall become due and repayable at their Early
Redemption Amount plus accrued interest.
The only action the Trustee or the holders may take against the Issuer on acceleration of theNotes is to petition for the winding-up of the Issuer in Japan or to prove in the winding-up of the Issuer
in Japan.
9.

Enforcement
Only the Trustee may pursue the remedies available under the Trust Deed to enforce the rightsof the Noteholders and the Couponholders and no such holder is entitled to proceed directly against
the Issuer unless the Trustee, having become bound to proceed in accordance with the terms of theTrust Deed, fails or neglects to do so within a reasonable time and such failure or neglect is continuing.

The Trustee need not take any steps to enforce the terms of the Trust Deed unless (i) it shalleither have been so directed by an Extraordinary Resolution or so requested in writing by Noteholders
holding at least 25 per cent. in nominal amount of the Notes outstanding and (ii) it shall have been
indemnified to its satisfaction.
36

10. Prescription
Claims against the Issuer (if any) for payment in respect of the Notes, Receipts and Coupons(which, for this purpose shall not include Talons) shall be prescribed and become void unless madewithin 10 years (in the case of principal) or five years (in the case of interest) from the appropriate
Relevant Date in respect thereof. Talons shall become void five years after the first date upon which
they may be exchanged for Coupons.
11. Replacement of Notes, Receipts, Coupons and Talons
If a Note, Receipt, Coupon or Talon is mutilated, defaced, stolen, destroyed or lost, it may bereplaced, subject to applicable laws and stock exchange regulations, at the specified office of the Agentor such other Paying Agent as may be designated by the Issuer for the purpose and notice of whose
designation is given to Noteholders in accordance with Condition 14 upon payment by the claimant of
the expenses incurred in connection therewith and on such terms as to evidence and reasonable
indemnity as the Issuer (if any) may require. Mutilated or defaced Notes, Receipts, Coupons or Talonsmust be surrendered before replacements will be issued.
12. Meetings of Noteholders, Modification, Waiver and Substitution(a) Meetings of Noteholders
The Trust Deed contains provisions for convening meetings of the Noteholders to consider
matters affecting their interests, including modification by Extraordinary Resolution (as defined in the
Trust Deed), of any of these Conditions or any provisions of the Trust Deed. An Extraordinary
Resolution duly passed at any such meeting shall be binding on all the Noteholders, whether present
or not and on all relevant holders of Receipts and Coupons, except that any Extraordinary Resolution
proposed, inter alia (i) to amend the dates of maturity or redemption of the Notes or any date forpayment of interest or Interest Amounts thereon, (ii) to reduce or cancel the nominal amount of, or
any premium payable on redemption of, the Notes, (iii) except as otherwise provided in these
Conditions, to reduce the rate or rates of interest in respect of the Notes or to vary the method or basisof calculating the rate or rates or amount of interest or the basis for calculating the Interest Amountin respect thereof, (iv) if there is a Minimum Rate of Interest and/or a Maximum Rate of Interest in
respect of the Notes, to reduce such Minimum Rate of Interest and/or such Maximum Rate of Interest,(v) to change the currency or currencies of payment of the Notes, or (vi) to modify the provisions
concerning the quorum required at any meeting of Noteholders or the majority required to pass theExtraordinary Resolution, will only be binding if passed at a meeting of the Noteholders (or at any
adjournment thereof) at which a special quorum (provided for in the Trust Deed) is present.
The Trust Deed provides that a resolution in writing signed by or on behalf of the holders of
not less than 90 per cent. in nominal amount of the Notes outstanding shall for all purposes be as valid
and effective as an Extraordinary Resolution passed at a meeting of Noteholders duly convened andheld. Such a resolution in writing may be contained in one document or several documents in the sameform, each signed by or on behalf of one or more N oteholders.
(b) Modification and Waiver
These Conditions (other than Condition 2) may be amended, modified, or varied in relation to
any Series of Notes by the terms of the relevant Final Terms in relation to such Series.

The Trustee may agree, without the consent of the Noteholders of such Series to the waiver orauthorisation of any breach or proposed breach of or any modification of, any of these Conditions or
the Trust Deed (except for any modification to Condition 2) or the provisions as to subordination in
Clause 5 of the Trust Deed which is not, in the opinion of the Trustee, materially prejudicial to theinterests of the Noteholders of such Series or to any modification (including Condition 2 and theprovisions as to subordination in Clause 5) which is of a formal, minor or technical nature or to correcta manifest error or to comply with mandatory provisions of Japanese law. Any such modification,
waiver or authorisation shall be binding on the Noteholders of such Series and, unless the Trustee
agrees otherwise, any such modification shall be notified by the Issuer to the Noteholders of such Series
as soon as practicable thereafter in accordance with Condition 14.
(c) Substitution
The Trust Deed contains provisions permitting the Trustee to agree, subject to such amendmentof the Trust Deed and such other conditions as the Trustee may require, but without the consent of the
Noteholders, to the substitution of the Issuer or the Issuer's successor in business or any subsidiary of37

the Issuer in place of the Issuer, provided that the obligation of the Notes should be guaranteed by theIssuer in terms of payment obligation under the Notes, or of any provisions substituted company, as
principal debtor under the Trust Deed and the Notes. In the case of such a substitution the Trustee may
agree, without the consent of the Noteholders, to a change of the law governing the Notes, theReceipts, the Coupons and/or the Trust Deed provided that such change would not in the opinion of
the Trustee be materially prejudicial to the interests of the Noteholders.
(d) Entitlement of the Trustee
In connection with the exercise of its functions (including but not limited to those referred to inthis Condition) the Trustee shall have regard to the interests of the Noteholders of any Series as a classand shall not have regard to the consequences of such exercise for individual holders and the Trustee shallnot be entitled to require, nor shall any holder be entitled to claim from the Issuer any indemnification or
payment in respect of any tax consequence of any such exercise upon individual holders.
13. Indemnification of the Trustee
The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from
responsibility, including provisions relieving it from taking proceedings to enforce repayment unless
indemnified to its satisfaction. The Trustee and any of its affiliates is entitled to enter into business
transactions with the Issuer and any entity related to the Issuer without accounting to the holders forprofit resulting therefrom.
14. Notices
Notices to the holders of the Notes will be valid if published in a daily newspaper of generalcirculation in the United Kingdom (which is expected to be the Financial Times) or, if such publication
shall not be practicable in the case of the Notes listed on any stock exchange other than London or in
the case of unlisted Notes, in an English language newspaper of general circulation in Europe. Notices
will, if published more than once, be deemed to have been given on the date of the first publication asprovided above.

Holders of Receipts and Coupons shall be deemed for all purposes to have notice of thecontents of any notice to the holders of the Notes in accordance with this Condition.
15. Further Issues
The Issuer may from time to time without the consent of the holders create and issue further
notes, having the same terms and conditions as the Notes (apart from the Issue Date) and so that thesame shall be consolidated and form a single series with such Notes, and references in these Conditions
to "Notes" shall be construed accordingly.
16. Contracts (Rights of Third Parties) Act 1999
No person shall have any right to enforce any term or condition of the Notes under theContracts (Rights of Third Parties) Act 1999.
17. Governing Law and Jurisdiction
The Notes, the Receipts, the Coupons and the Talons and any non-contractual obligations
arising out of or in connection with them are governed by, and shall be construed in accordance with,English law.

Subject to Condition 8 (b) the Issuer irrevocably agrees for the benefit of the Noteholders thatthe courts of England shall have jurisdiction to hear and determine any suit, action or proceedings, andto settle any disputes, which may arise out of or in connection with the Notes (respectively,"Proceedings" and "Disputes") and, for such purposes, irrevocably submits to the jurisdiction of suchcourts. Subject to Condition 8(b) the Issuer irrevocably waives any objection which it might now orhereafter have to the courts of England being nominated as the forum to hear and determine any
Proceedings and to settle any Disputes and agrees not to claim that any such court is not a convenient
or appropriate forum.
The submission to the jurisdiction of the courts of England shall not be construed so as to limit
the right of the Noteholders or any of them to take Proceedings against the Issuer in any other courtof competent jurisdiction, nor shall the taking of Proceedings in any one or more jurisdictions preclude
the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent
permitted by applicable law.
38

SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM

Each Tranche will initially be represented by either a temporary Global Note or a permanent
Global Note in bearer form without Coupons, which will be deposited on behalf of the subscribers of
the relevant Notes with a common depositary (the "Common Depositary") for Euroclear and/or
Clearstream, Luxembourg or otherwise delivered as agreed between the Issuer and the relevant Dealer
on or about the Issue Date of the relevant Notes. No interest will be payable in respect of a temporary
Global Note, except as provided below. Upon deposit of the Global Note(s) with the Conunon
Depositary, Euroclear or Clearstream, Luxembourg will credit each subscriber with the nominal
amount of Notes equal to the nominal amount thereof for which it has subscribed and paid.
Each of the persons shown in the records of Euroclear or Clem·stream, Luxembourg as theholder of a Note represented by a Global Note must look solely to Euroclear or Clearstream,
Luxembourg (as the case may be) for his share of each payment made by the Issuer to the bearer ofsuch Global Note and in relation to all other rights arising under the Global Notes, subject to and inaccordance with the respective rules and procedures of the Euroclear Operator and Clearstream,
Luxembourg. Such persons shall have no claim directly against the Issuer in respect of payments dueon the Notes for so long as the Notes are represented by such Global Note and such obligations of theIssuer will be discharged by payment to the bearer of such Global Note in respect of each amount so
paid.
In the event that a Global Note is exchanged for Definitive Notes, such Definitive Notes shallbe issued in Specified Denomination(s) only. Noteholders who hold Notes in the relevant clearing
system in amounts that are not integral multiples of a Specified Denomination may need to purchaseor sell, on or before the relevant Exchange Date, a principal amount of Notes such that their holding
is an integral multiple of a Specified Denomination.
The temporary Global Note and the permanent Global Note contain provisions which apply to
the Notes while they are in global form, some of which modify the effect of the terms and conditionsof the Notes set out in this document. The following is a summary of certain of those provisions:
1.

Exchange

Each temporary Global Note will be exchangeable in whole or in part for interests in apermanent Global Note or, if so provided in a temporary Global Note, for Definitive Notes (asdescribed in the next paragraph) after the date falling 40 days after the Issue Date of the Notes uponcertification as to non-U.S. beneficial ownership in the form set out in the Trust Deed. Each permanent
Global Note is exchangeable in whole (at the cost and expense of the Issuer) for Definitive Notes by
the holder (in the case of (a) and (b) below) or the Issuer (in the case of (c) below) giving notice to theAgent, the Trustee and the Noteholders, of its intention to exchange such permanent Global Note forDefinitive Notes on or after the Exchange Date specified in the notice if:(a) the permanent Global Note is held on behalf of one or more clearing systems and eachsuch clearing system is closed for business for a continuous period of 14 days (other thanby reason of statutory and/or regular holidays) or permanently ceases, or announces anintention to permanently cease, business; or(b) any notice declaring a Note due and payable is given pursuant to Condition 8; or(c) the Issuer would suffer a material disadvantage in respect of the Notes as a result of achange in the laws or regulations (taxation or otherwise) of any jurisdiction referred to in
Condition 7 which would not be suffered were the Notes in definitive form (unless a noticedeclaring a Note due and payable has been given pursuant to Condition 8).
On or after any Exchange Date (as defined below) the holder of a permanent Global Note may
surrender such permanent Global Note to or to the order of the Agent. In exchange for any permanent
Global Note, the Issuer will delive1~ or procure the delivery of, an equal aggregate nominal amount of
duly executed and authenticated Definitive Notes (if appropriate, having attached to them all Coupons
in respect of interest), security printed in accordance with any applicable legal and stock exchange
requirements and in or substantially in the form set out in Schedule 2 to the Trust Deed. On exchangeof each permanent Global Note, the Issuer will, if the holder so requests, procure that it is cancelled
and returned to the holder together with the relevant Definitive Notes.
"Exchange Date" means a day falling not less than 60 days after that on which the noticerequiring exchange is given and on which banks are open for business in the city in which the specified
office of the Agent is located and in the cities in which the relevant clearing system is located.
39

2.

Payments
No payment falling due more than 40 days after the Issue Date will be made on a temporary
Global Note unless exchange for an interest in a permanent Global Note or for Definitive Notes is
improperly withheld or refused. Payments on any temporary Global Note during the period up to
40 days after its Issue Date will only be made against presentation of a certificate as to non-U.S.
beneficial ownership in the form set out in the Trust Deed. All payments in respect of Notes
represented by a Global Note will be made against presentation for endorsement and, if no further
payment falls to be made in respect of the Notes, surrender of that Global Note to or to the order ofthe Agent or such other Paying Agent as shall have been notified to the N oteholders for such purpose.
A record of each payment so made will be endorsed in the appropriate schedule to each Global Note,
which endorsement will be prima facie evidence that such payment has been made in respect of theNotes. For the purpose of any payments made in respect of a Global Note, the relevant place ofpresentation shall be disregarded in the definition of "business day" set out in Condition 6(g).
3.

Notices
So long as any Notes are represented by a permanent Global Note and such permanent Global
Note is held on behalf of a clearing system, notices to Noteholders of that Series may be given by
delivery of the relevant notice to that clearing system for communication by it to entitledaccountholders in substitution for publication as required by the Conditions. Notices to be given by
any holder of the Notes to the Issuer or to the Agent may be given via a clearing system in such manneras the Agent and the relevant clearing system may approve for this purpose.

4.

Prescription
Claims against the Issuer in respect of Notes which are represented by a permanent Global
Note will become void unless it is presented for payment within a period of ten years (in the case ofprincipal) and five years (in the case of interest) from the appropriate Relevant Date (as defined in
Condition 7).

5.

Meetings
The holder of a permanent Global Note will (unless the permanent Global Note represents
only one Note) be treated as being two persons for the purposes of any quorum requirements of ameeting of Noteholders and, at any such meeting, as having one vote in respect of each integral
currency unit of the Specified Currency of the Notes.
Purchase and Cancellation
Cancellation of any Note surrendered for cancellation following its purchase will be effected by
reduction in the nominal amount of the relevant Global Note.

6.

7.

Trustee's Powers
In considering the interests of Noteholders while any permanent Global Note is held on behalfof a clearing system the Trustee may have regard to any information provided to it by such clearing
system or its operator as to the identity (either individually or by category) of its accountholders withentitlements to such permanent Global Note and may consider such interests as if such accountholders
were the holder of such permanent Global Note.
8.

Issuer's Option
No drawing of Notes will be required under Condition 5 in the event that the Issuer exercises
any option relating to those Notes while all such Notes which are outstanding are represented by apermanent Global Note. In the event that any option of the Issuer is exercised in respect of some but
not all of the Notes of any Series, the rights of accountholders with Euroclear and Clearstream,
Luxembourg in respect of the Notes will be governed by the standard procedures of Euroclear andClearstream. Luxembourg.

40

9.

Noteholders' Options
Any option of the Noteholders provided for in the Conditions of any Notes while such Notes
are represented by a permanent Global Note may be exercised by the holder of the permanent Global
Note giving notice to the Issuing and Paying Agent within the time limits relating to the deposit ofNotes with a Paying Agent set out in the Conditions substantially in the form of the notice available
from any Paying Agent, except that the notice shall not be required to contain the serial numbers of
the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes
in respect of which the option is exercised and at the same time presenting the permanent Global Noteto the Issuing and Paying Agent, or to a Paying Agent acting on behalf of the Issuing and Paying
Agent, for notation.

41

USE OF PROCEEDSThe net proceeds of the issues of Notes issued by the Issuer will be used by the Issuer for its
working capital.

42

MITSUBISHI UFJ TRUST AND BANKING CORPORATION

GeneralMitsubishi UFJ Trust and Banking Corporation (the "Bank" or "MUTBC") was incorporated
for an unlimited duration on 10 March 1927 in Japan under the Japanese Commercial Code (Law No.
48 of 1899) (which was replaced by the Japanese Companies Act (Law No. 86 of 2005) in 2005). The
Bank is a wholly-owned subsidiary of Mitsubishi UFJ Financial Group, Inc. ("MUFG").
The members of the board of directors of the Bank, in taking any decisions in their capacity asa member of the board, do so after taking into account the best interests of the Bank and their
responsibilities as directors.
The registered head office of the Bank is at 4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo 1008212, Japan, telephone +81-3-3212-1211.
As at 30 September 2011 the Bank had 64 domestic branches, 5 overseas branches,
1 representative offices, 37 subsidiaries (30 of which were consolidated) and a total of approximately
8,090 employees in Japan and overseas.
While the Bank's principal business has been the provision of trust and trust-related services, theBank also engages in a full range of commercial banking activities, both in Japan and abroad. The
Bank is a major dealer in the Tokyo foreign exchange market.
The description of the Bank's business activities herein is on a consolidated basis, unless statedotherwise.
The following tables set out in summary form the Bank's financial highlights for MUTBC for
the years ended 31 March 2010 and 31 March 2011 and the six months ended 30 September 2010 and
30 September 2011 in relation to its income and expenses. In accordance with usual Japanese
accounting practices only trust-related income is included in the 'Trust Fees", as all of the profit on
the trust account belongs to the trust beneficiaries. The consolidated financial statements of the Bank
reflect solely its respective Banking Accounts, except where stated otherwise.

43

Consolidated Summary Financial Information of the Bank

For the year
ended and as at
31 March
2010

2011

(Unaudited)
For the six months
ended and as at
30 September
2010

2011

(Millions of Yen)

For the Year
Total Income:
Trust Fees ..
Interest Income
Fees and Commissions ..
Trading profits
Other Business Income ..
Other Ordinary Income ..

¥91,693
252,587
122,421
22,52042,622
24,186¥89,848
233,615
126,345
10,38092,113
16,924¥44,807
111,672
62,817
10,07044,841
8,453¥43,876
110,906
86,295
12,63145,952
19,544

556,032

569,227

282,664

319,206

90,42012,40635,7607,124

36,23820,38974,726
265,884
21,45552,721

70,565
13,046
205
84,449242,546
7,403
46,22838,557122,273

42,536
127,969

14,354

18,882496,158

457,041

218,071

246,016

Income before Income Taxes and Minority Interests

58,370109,211

66,63576,466Net Income ..

¥66,325¥76,227¥39,753¥47,761

Total Expenses:
Interest Expense ..
Fees and Commissions ..
Trading Expenses ..
Other Business Expenses
General and Administrative Expenses
Provision for allowance for loan losses
Other Ordinary Expenses

At the Year-End
Total Funds'~':
Deposits 121
Negotiable certificates of deposit'" ..
Money Trusts•~>
Pension Trusts''1
Property Formation Benefit Trusts1' 1 ••Loan Trusts1' 1

..
..
..

12,512,053 12,433,196 12,277,031 12,351,596
1,811,209 2,931,733 2,558,706 3,040,923
16,807,865 17,122,381 17,004,068 17,280,015
12,167,441 12,224,957 11,953,646 12,230,308
12,79013,23813,516
12,86642,604¥43,354,040 ¥44,725,785 ¥43,806,244 ¥44,916,083

I 0,413,052 10,736,462 10,501,763 10,711,347
1,449,384 1,413,486 1,435,642 1,515,073.. 22,707,238 25,280,070 24,064,650 26,028,298.. 49,971,208 52,106,531 51,565,729 53,205,595
17.28°/.,
16.02%
15.93%
18.00'%

Total Loans and Bills Discounted''1 ••Net Assets (Equity)
Total Assets, Banking AccountTotal Assets. Trust Account 131 ••Risk-Adjusted Capital Ratio ('X,)

..

Note:
(I) Source: The information contained in the consolidated summary financial intonnation of the Bank shown above, except lc11" the amounts related to
Money Trusts. Pension Trusts. Property Formation Benefit Trusts. Loan Trusts, Total Loans and Bills Discounted and Risk-Adjusted Capital Ratio,
has been extracted from the Bank's audited financial statements for the two years ended 31 March 2010 and 2011, the unaudited interim financial
statements for the six months ended 30 September 20 I0 and the unaudited interim financial information for the six months ended 30 September 2011
without material adjustment.
The information related to Money Trusts. Pension Trusts. Property Formation Benefit Trusts. Loan Trusts. Total Loans and Bills Discounted andRisk-Adjusted Capital Ratio has been extracted from the Bank's annual securities report for the years ended 31 March 2010 and 31 March 2011. theInterim Summary Report for the six months ended 30 September 2010, and 30 September 2011.
(2) Figures are on non-consolidated basis including the trust assets of the Master Trust Bank of Japan. Ltd.
(3) The total does not include the trust assets of the Master Trust Bank of Japan. Ltd.

44

Recent Developments
Chinese Asset Management Company Becoming an Affiliated Company
In March 2011, the Chinese authorities approved the Bank's acquisition from BNP Paribas
Asset Management PLC of 33 per cent. of total outstanding shares in SYWG BNP Paribas AssetManagement (current company name is SWS MU Fund Management Co., Ltd.) ("SWS MU"), an
asset management company based in Shanghai, China. An executive officer of the Bank and a chief
representative of the Bank's Beijing representative office were appointed as directors of SWS MU.
Through these procedures, SWS MU has become an affiliated company of the Bank accounted for by
the equity method. Through its investment in SWS MU, the Bank has entered the asset managementbusiness in China and will soon be able to meet its customers' asset management needs there.
Strategic Capital and Business Alliance with AMP Capital Holdings Limited
In December 2011, as a part of the Bank's business growth strategy to enhance its asset
management business globally, it entered into a strategic business and capital alliance with AMP
Capital Holdings Limited ("AMP Capital Holdings"), a subsidiary of AMP Limited, the largest
independent financial services provider in Australia. AMP Capital Holdings is a leader in global
infrastructure products, property fund management and Australian asset management, and manages
assets of approximately AUD 120 billion. Under the alliance, the Bank will acquire a 15 per cent.
interest in AMP Capital Holdings, subject to regulatory approvals, and appoint a non-executive
director of the board of AMP Capital Holdings. The Bank will adopt the equity accounting method
for the investment.
Business Model Patent for Asset Management Product for Defmed Contribution Plan
In December 2010, a business model patent was granted to an asset management product inrelation to corporate-type defined contribution plans called "Mitsubishi UFJ DC Interest Interlock
Allocation Type Balance Fund (nickname: DC Automa-kun)". This product was eo-developed by
Mitsubishi UFJ Asset Management Co., Ltd. and the Bank and was launched in August 2007. It is thefirst asset management product in Japan which automatically changes allocation ratios between
balanced type investments (namely, investments in shares and bonds in Japan and abroad) and stable
type investments (namely, investments mainly in short-term government or corporate bonds in Japan)
in accordance with short-term interest rate fluctuation.
Starting of Trustee Service for ETN-JDRs
In July 2011, the Bank started a trustee service for ETN-JDRs. Exchange Traded Notes("ETNs") are a type of corporate bond issued outside Japan and their prices are linked to specificindicators, such as commodity indices or stocks price indices. Under this service, the Bank receives
ETNs in trust through its overseas custody agent and in turn issues trust beneficial interests represented
by Japanese Depositary Receipts ("JDRs"), which are to be listed on the Tokyo Stock Exchange("TSE"). Japanese investors can invest in ETNs by investing in such JDRs listed on the TSE. Japanese
investors can invest in ETHs by investing in such JDRs listed in TSE. The Bank is the first provider ofthe ETN-JDR service in Japan. This is a part of the Bank's efforts to expand its listed trust business,following its listing of Japan Physical Precious Metal ETF (Exchange Traded Fund) (nickname:"Fruits of Gold" series) launched in July 2010.
New Trustee Service for Decedent's Estate
In August 2011, the Bank started an inheritance-related trustee service called "Uketori Anshin
Shintaku (smooth transfer of funds to heirs for their immediate expenses upon inheritance)". In thisservice, the Bank acts as trustee of customer's deposits in or trust assets held by the Bank, and upon
the occurrence of inheritance, transfers such deposits and trust assets to a person designated by thecustomer in advance. This service is the first service in Japan to meet the needs of such customers who
have concerns about heirs' inconvenience in immediately withdrawing funds for, among others, funeral
expenses and heirs' living expenses from such deposits or trust assets upon occurrence of inheritancesince the withdrawal of such deposits or trust assets is generally suspended until consents of all heirs
to the withdrawal are obtained.

45

Risk-Managed Assets of the Bank
The following tables set out an analysis of the Bank's risk-managed assets in accordance with
the Banking Law and related regulations in Japan:(Consolidated Banking Account)

As at
31 March(Unaudited)
As at
30 September

2011

2011

(Millions of Yen except
for percentages)
Loans to customers in bankruptcy ..
Past due loans
Accruing loans contractually past due three months or more
Restructured loans

1,801
38,548599
10,474668
34,064674
15,065

Total (A)51,42350,472

Total loans and bills discounted (B)Coverage ratio (%) (A)!(B)

10,633,282
0.48'%

10,603,485
0.48%

Allowance for loan losses (C)Reserves coverage ratio (0;(,) (C)/(A) ..

55,438107.81'%

48,20695.51'/'£,

Note:
Source: The Bank's annual securities report for the year ended J I March 2011 and the MUFG Consolidation Package for the six months ended
30 September 2011. The figures are extracted without material adjustment.

(1)(Trust Guaranteed for the Repayment of Principal (Non-Consolidated))(Unaudited)
As at
31 March(Unaudited)
As at
30 September

2011

2011

(Millions of Yen except
for percentages)
Loans to customers in bankruptcy ..
Past due loans
Accruing loans contractually past due three months or more
Restructured loans
Total (A)Total loans and bills discounted (B)Coverage ratio (%) (A)/(B)Special internal reserves in accordance with the Loan Trust Law
Allowance for bad debts

46

85

90
27
102
811

73
788

1,031

949

113,533
0.90%

107,545
0.88%

341

325

The following tables set out an analysis of the Bank's non-performing exposure under thecriteria in accordance with the Law Concerning Emergency Measures for Reconstructing Financial
Function:(Non-Consolidated Banking Account)

As at
31 March(Unaudited)
As at
30 September

2011

2011

(Millions of Yen except
for percentages)
Claims to bankrupt and substantially bankrupt debtors
Claims under high risk
Claims under close observation

3,881
36,047
11,0732,275
31,811
15,739Total (A)51,001

49,826

Allowances for loan losses
Collateral, guarantees etc ...
Reserves for financial support to specific borrowers

13,23030,639

11,212
32,109Secured Coverage Amount (B)43,87043,322

Coverage Ratio('%) (B)/(A)86.01(%

86.94[%(Non-Consolidated Trust Account)(Unaudited)
As at
31 March(Unaudited)
As at
30 September

2011

2011

(Millions of Yen except
for percentages)
Claims to bankrupt and substantially bankrupt debtors
Claims under high risk ..
Claims under close observation

149
95
785

115
59
774

Total (A)

1,031

949

Collateral, guarantees etc
Secured Coverage Amount (B)Coverage Ratio (%) (B)/(A) ..

846
846
82.09ryt,

695
695
73.31%Note:(I) Source: The Bank's annual securities report for the year ended 31 March 201 I and the Interim Summary Report for the six months ended
30 September 201 I. The figures are extracted without material adjustment.

47

Capital Adequacy Ratio of the Bank

The Bank

The Bank's consolidated total capital adequacy ratio was 18.00 per cent. as of 30 September
2011 which was calculated pursuant to the guidelines of the Financial Services Agency of Japan basedon the capital adequacy standards set by the Bank for International Settlements. Set out below is atable of the Bank's consolidated qualifying capital:(Unaudited)
As at 31 March
2010

Capital Adequacy Ratio

16.02%,

Tier I CapitalOlTier 11 Capitalf2)
TotalC3J
Risk-Adjusted Assets¥1,352.0478.8
1,737.2
10,841.9

2011(Unaudited)
As at 30 September
2010

17.28°/c,
15.931%(Billions of Yen)
¥1,392.7
395.2
1,704.2
10,693.5¥1,379.6
432.0
1,731.3
10,017.0

2011
18.001%¥1,451.4
443.8
1,806.2
10,032.9

Notes:(I) Tier I capital is substantially equal to the stockholders' equity of the Bank. Tier 11 capital is mainly composed of subordinated borrowings of the Bank.

Source: The Bank's annual securities report for the year ended 31 March 2011, the Interim Securities Report for the six months ended 30 September
20 I0, and Interim Summary Report for the six months ended 30 September 2011. The figures are extracted without material adjustment.
(3) Total represents the balance excluding the deductions.
(2)

48

MANAGEMENT

The Bank's Articles of Incorporation provide that the number of Directors shall not exceed 20
and the number of Statutory Auditors shall not exceed eight. Directors and Statutory Auditors areelected by a general meeting of shareholders. The Board of Directors has ultimate responsibility forthe administration of the affairs of the Bank. Representative Directors each have the power
individually to represent the Bank.
The Members of the Board of Directors and Statutory Auditors of the Bank as of the date of
the Prospectus are as follows:
Principal ActMties
outside the Bank

Name

Title

Haruya Uehara
Kinya Okauchi

Chairman*President*

Yuji Suzuki

Deputy President*

Shunsuke Teraoka
Tatsuo Wakabayashi
Yoshiyuki Hirano
Kaoru Wachi

Deputy President*
Senior Managing Director*
Senior Managing Director*
Senior Managing Director*

Takashi Mikumo
Toru Matsuda
Mikio Ikeagaya

Managing Director
Managing Director
Managing Director

Hiroshi N aruse
Mutsumi Matsushita

Managing Director
Managing Director

Hidenori Mizuno
Ichiro Hamakawa

Managing Director
Director

Tadao Takashima
Shingo Asakura
Kenichi Ihara
Shigetsugu Nakata
Shigeru Takagi

Director
Statutory Auditor
Statutory Auditor
Statutory Auditor
Statutory Auditor

Eiji Katayama

Statutory Auditor

Yoshinobu Shimizu

Statutory Auditor

Deputy Chairman of
Mitsubishi UFJ Financial
Group Inc. ("MUFG'')
Managing Officer of
MUFG
Director of MUFG
Director of MUFG
Managing Officer of
MUFG
Managing Officer of
MUFG
Managing Officer of
MUFG
Managing Director of
MUFG
Certified Public Accountant

Senior Adviser to the Boardof Mitsubishi Estate Co.,Ltd
Attorney at Abe Ikubo &Katayama Law Office
Certified Public Accountant

The business address of the Directors and the Statutory Auditors is 4-5, Marunouchi 1-chome,
Chiyoda-ku, Tokyo 100-8212, Japan.
All the Directors of the Bank are engaged in the business of the Bank and its subsidiaries on afull-time basis other than Mr. Hamakawa and Mr. Takashima who are engaged in the business of the
Bank on a part-time basis. Mr. Takagi, the Senior Adviser to the Board of Mitsubishi Estate Co., Ltd.,Mr. Katayama, an Attorney at Abe Ikubo & Katayama Law Office and Mr. Shimizu, a Certified Public
Accountant are engaged in the business of the Bank on a part-time basis.
None of the directors of the Bank have any potential conflicts of interest between their duties
to the Bank and their private interests or other duties.
* Representative Director (ie. a director who is for the time being a representative director of the Bank within the meaningof the Companies Act of Japan).

49

TAXATION

The li1formation provided below does not purport to be a complete sumnWJ}' of Japanese or Aruban
tax lmvs and practice currently applicable. Prospective investors should consult their tax position with
their own professional advisers.
Japanese Taxation

Interest payments on the Notes issued by the Bank to an individual resident of Japan or aJapanese corporation (except for a designated financial institution or financial instrument business
operator which has complied with the requirements under the Special Taxation Measures Law (asdefined below)), or a non-resident of Japan or foreign corporation which has special relationship with
the Bank set forth in the Order for Enforcement of Special Taxation Measures Law (Cabinet Order No.
43 of 1957, as amended) ("Specially Related Party(ies)") will be subject to Japanese income tax on theamount specified in sub-paragraph (a) or (b) below, as applicable:(a) if interest is paid to an individual resident of Japan or to a Japanese corporation or a
non-resident of Japan or foreign corporation which is a Specially Related Party of the Bank
(except as provided in sub-paragraph (b) below), the amount of such interest; or(b) if interest is paid to a public corporation, a financial institution or a financial instruments
business operator set forth in the Special Taxation Measures Law (which has complied with
the Japanese tax exemption requirements under the Special Taxation Measures Law)
through its payment handling agent in Japan, the amount of such interest minus the amountaccrued during the period held by such entities.
Under the Special Taxation Measures Law of Japan (including the cabinet orders andministerial ordinances thereunder, the "Special Taxation Law") which was amended and effective as of
1 April 2010, payment of interest on the Notes issued by the Bank outside Japan to the beneficial
holders of such Notes which are non-residents of Japan or foreign corporations and which are notSpecially Related Parties of the Bank for Japanese tax purposes will not be subject to withholding ofJapanese income tax, provided that such beneficial holders of such Notes establish that they are nonresidents of Japan or foreign corporations in compliance with the requirements under the Special
Taxation Law as summarised below:(1) if the Note certificates are deposited with a financial institution which handles the interest
payments on the Notes issued by the Bank as defined in the Special Taxation Law (the"payment handling agent"), (a) such payment handling agent which holds the Notecertificates in its custody (the "financial intermediary") notifies the Bank of "Interest
Recipient Information" (including (i) whether all beneficial holders of the Notes issued by
the Bank deposited with the financial intermediary are non-residents of Japan or foreign
corporations which are not Specially Related Parties of the Bank; or (ii) if there is any
individual resident of Japan or Japanese corporation, or any non-resident of Japan orforeign corporation is a Specially Related Party of the Bank amongst the beneficial
Noteholders, the amount of interest payments on the Notes issued by the Bank for nonresidents of Japan or foreign corporations which are not Specially Related Parties) preparedby such financial intermediary based on the information provided by the beneficial
Noteholders, or (b) (if the Note certificates are further sub-deposited with another payment
handling agent including a clearing organisation ("sub-depositary") by the financial
intermediary) the financial intermediary notifies the Bank of Interest Recipient Information
through such sub-depositary, at the latest one day prior to the Interest Payment Date, andthe Bank prepares "Interest Recipient Confirmation" based upon Interest Recipient
Information and submit it to the competent Japanese tax authority at the place of theregistered head office of the Bank (the "tax authority"); or(2) upon each payment of the interest on the Notes issued by the Bank, the Noteholder files a"Claims for Exemption from Taxation" (providing, inter alia, the name and address of thebeneficial Noteholder) with the tax authority through the Bank or (if payment of interest is
made through the payment handling agent) through the payment handling agent and the
Bank.
Payment of interest on the Notes issued by the Bank will be exempt from Japanese income or
corporation taxes payable by withholding if the holder thereof has complied with the requirements asprovided above. However, such payment will be subject to Japanese income or corporation taxes
50

payable otherwise than by way of withholding if such non-resident of Japan or foreign corporation has
a permanent establishment in Japan and payment of such interest is attributable to the business of suchnon-resident of Japan or foreign corporation carried on in Japan through such permanentestablishment.
The above exception from the withholding of income tax on the interest payments of the Notes
is also applied to a Japanese financial institution or a Japanese financial instruments business operator
designated in Article 6, paragraph 9 of the Special Taxation Measures Law.
Article 6 of the Special Taxation Measures Law provides that the above exception from thewithholding of income tax on the interest payments of the Notes is available with respect to the Notes
to be issued on or after 1 April 1998.
Gains derived from sales outside Japan of Notes by a non-resident of Japan or a non-Japanese
corporation, or from sales within Japan of Notes by a non-resident of Japan or a non-Japanese
corporation not having a permanent establishment in Japan, are in general not subject to Japaneseincome or corporation taxes.
No stamp, issue, registration or similar taxes or duties will, under present Japanese law, bepayable in Japan by the Noteholders in connection with the issue of the Notes.
Japanese inheritance and gift taxes at progressive rates may be payable by an individual who has
acquired Notes as legatee, heir or donee.
EU Council Directive on the Taxation of Savings Income

Directive 2003/48/EC (the "EU Savings Directive") provides for the tax authorities of theMember States to provide each other with details of payments of interest and similar income made bya person to an individual or to certain other persons in another Member State but permits Austria andLuxembourg instead to impose a withholding tax on the payments concerned for a "transitional
period", the ending of such "transitional period" being dependent upon the conclusion of certain otheragreements relating to information exchange with certain other countries (although it also provides
that no such withholding tax should be levied where the beneficial owner of the payment authorises an
exchange of information and/or where the beneficial owner presents a certificate from the tax authorityof the Member State in which the beneficial owner is resident). The European Commission has
proposed certain amendments to the EU Savings Directive, which may, if implemented, amend or
broaden the scope of the requirements described above. A number of non-EU countries and dependent
territories have adopted similar measures to the EU Savings Directive. The EU Savings Directive does
not preclude Member States from levying other types of withholding tax.

51

PLAN OF DISTRIBUTION

Subject to the terms and conditions contained in an Amended and Restated Dealer Agreement
dated 16 December 2011 (the "Dealer Agreement") between the Issuer and the Dealers, the Notes will
be offered on a continuous basis by the Issuer to the Dealers which expression shall include any person
appointed as a Dealer for a specific issue. Such Notes may be resold at prevailing market prices, or at
prices related thereto, at the time of such resale, as determined by the relevant Dealer. The Notes may
also be sold by the Issuer through the Dealers, acting as agents of the Issuer, who have agreed to makeall reasonable efforts to solicit offers to purchase the Notes as are consistent with best market practicein the international medium term note market. The Issuer will have the sole right to accept such offers
to purchase Notes and may reject any proposed purchase of Notes as a whole or, subject to the termsof the offer, in part. The Dealers shall have the right, in their discretion, without notice to the Issue1~
to reject any proposed purchase of the Notes made to them as a whole or, subject to the terms of theoffer, in part. The Dealer Agreement also provides for Notes to be issued in Tranches which are jointly
and severally underwritten by two or more Dealers.
The Issuer will pay a Dealer a commission agreed between the Issuer and the Dealer in respectof Notes solicited for purchase or purchased by it.
The Issuer has agreed to indemnify the Dealers against certain liabilities in connection with theoffer and sale of the Notes. The Dealer Agreement may be terminated in relation to all the Dealers or
any of them by the Issuer or, in relation to itself and the Issuer only, by any Dealer, at any time on
giving not less than 15 days' notice.
United States

The Notes have not been and will not be registered under the Securities Act and may not be
offered or sold within the United States or to, or for the account or benefit of, U.S. persons except incertain transactions exempt from the registration requirements of the Securities Act. Terms used in thisparagraph have the meanings given to them by Regulation S under the Securities Act.
Notes in bearer form are subject to U.S. tax law requirements and may not be offered, sold ordelivered within the United States or its possessions or to U.S. persons, except in certain transactions
permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by
the U.S. Internal Revenue Code of 1986 and regulations thereunder.
Each Dealer has represented and agreed, and each further Dealer appointed under the
Progra1mne will be required to agree, that, except as permitted by the Dealer Agreement, it has notoffered, sold or delivered and will not offer, sell or deliver the Notes of any identifiable Tranche, (i) as
part of their distribution at any time or (ii) otherwise until 40 days after completion of the distributionof such Tranche as determined, and certified to the Issuer, by the Agent or in the case of Notes issued
on a syndicated basis, the Lead Manager, within the United States or to, or for the account or benefitof, U.S. persons, and it will have sent to each dealer to which it sells Notes during the distribution
compliance period, a confirmation or other notice setting forth the restrictions on offers and sales of
the Notes within the United States or to, or for the account or benefit of, U.S. persons.
In addition, until 40 days after the commencement of the offering of any identifiable tranchesof Notes, an offer or sale of Notes within the United States by any Dealer (whether or not participatingin the offering) may violate the registration requirements of the Securities Act.
Public Offer Selling Restriction under the Prospectus Directive

In relation to each Member State of the European Economic Area which has implemented theProspectus Directive (each, a "Relevant Member State"), each Dealer has represented and agreed, thatwith effect from and including the date on which the Prospectus Directive is implemented in that
Relevant Member State (the "Relevant Implementation Date") it has not made and will not make anoffer of Notes which are the subject of the offering contemplated by this Prospectus as completed by
the final terms in relation thereto to the public in that Relevant Member State except that it may, witheffect from and including the Relevant Implementation Date, make an offer of Notes to the public inthat Relevant Member State:(a)if the final terms in relation to the Notes specify that an offer of those Notes may be made otherthan pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State (a52"Non-exempt Offer"), following the date of publication of a prospectus in relation to such
Notes which has been approved by the competent authority in that Relevant Member State or,where appropriate, approved in another Relevant Member State and notified to the competentauthority in that Relevant Member State, provided that any such prospectus has subsequently
been completed by the final terms contemplating such Non-exempt Offer, in accordance with
the Prospectus Directive, in the period beginning and ending on the dates specified in suchprospectus or final terms, as applicable and the Issuer has consented in writing to its use for the
purpose of that Non-exempt Offer;(b)at any time to any legal entity which is a qualified investor as defined in the Prospectus
Directive;(c)at any time to fewer than 100, or, if the Relevant Member State has implemented the relevant
provision of the 2010 PD Amending Directive, 150, natural or legal persons (other thanqualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent
of the relevant Dealer or Dealers nominated by the Issue for any such offer; or(d)at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of Notes referred to in {b) to (c) above shall require the Issuer or
any Dealer to publish a prospectus pursuant to Article 3 of the "Prospectus Directive" orsupplement a prospectus pursuant to Article 16 of the Prospectus Directive.
For the purposes of this provision, the expression an "offer of Notes to the public" in relation
to any Notes in any Relevant Member State means the communication in any form and by anymeans of sufficient information on the terms of the offer and the Notes to be offered so as toenable an investor to decide to purchase or subscribe the Notes, as the same may be varied inthat Member State by any measure implementing the Prospectus Directive in that Member Stateand the expression "Prospectus Directive" means Directive 2003171/EC (and amendments
thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant
Member State), and includes any relevant implementing measure in each Relevant Member
State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

Additional Selling Restrictions addressing United Kingdom Securities Laws
Each Dealer has represented and agreed that (1) it has only conmmnicated or caused to becommunicated and will only communicate or cause to be communicated any invitation or inducement
to engage in investment activity (within the meaning of section 21 of the FSMA) received by it inconnection with the issue or sale of such Notes in circumstances in which section 21(1) of the FSMA
does not apply to the Issuer, and (2) it has complied and will comply with all applicable provisions of
the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving
the United Kingdom.
Japan
The Notes have not been and will not be registered under the Financial Instruments andExchange Law of Japan (Law No. 25 of 1958, as amended) (the "FIEL"). Accordingly, each of the
Dealers has represented and agreed that it has not, directly or indirectly, offered or sold and will not,directly or indirectly, offer or sell any Notes (including Notes denominated in Japanese yen or in respectof which amounts may be payable in Japanese yen) in Japan or to or for the benefit of any resident ofJapan, or to others for re-offering or re-sale directly or indirectly in Japan or to or for the benefit of
any resident of Japan, except pursuant to an exemption from the registration requirements of, andotherwise in compliance with the FIEL and other relevant laws, regulations and ministerial guidelinesof Japan. As used in this paragraph, "resident of Japan" means any person resident in Japan, including
any corporation or other entity organised under the laws of Japan.
The Notes are subject to the Special Taxation Measures Law. Each Dealer has represented andagreed that it (I) has not, directly or indirectly, offered or sold any Notes to, or for the benefit of, any
person other than a Gross Recipient (as hereinafter defined), and (11) will not, directly or indirectly,
offer or sell any Notes, (1) as part of its distribution at any time, to, or for the benefit of, any person
other than a Gross Recipient, and (2) otherwise until 40 days after the date of issue of the Notes, to,or for the benefit of, any individual resident of Japan or Japanese corporation for Japanese tax
purposes (except for a Japanese financial institution, designated in Article 3-2-2, Paragraph (29) of theOrder for Enforcement of Special Taxation Measures Law that will hold Notes for its own proprietary53account ("a Designated Financial Institution"), and an individual resident of Japan or a Japanese
corporation whose receipt of interest on the Notes will be made through a payment handling agent inJapan as defined in Article 2-2, Paragraph (2) of the Order for Enforcement of Special Taxation
Measures Law (an "Article 3-3 Japanese Resident"). A "Gross Recipient" means (a) a beneficial ownerthat is, for Japanese tax purposes, neither (x) an individual resident of Japan or a Japanese corporation,nor (y) an individual non-resident of Japan or a non-Japanese corporation that in either case is aperson having a special relationship with the Bank as described in Article 6, Paragraph (4) of theSpecial Taxation Measures Law, (b) a Designated Financial Institution, or (c) an Article 3-3 Japanese
Resident.
By purchasing the Notes, an investor will be deemed to have represented that it is a Gross
Recipient.
Where Notes are to be subscribed by a relevant Dealer that is also a party having a special
relationship with the Issuer as described in Article 6, Paragraph 4 of the Special Taxation Measures
Law, such relevant Dealer confirms that Notes that are subscribed by such relevant Dealer will, as partof the initial distribution, be subscribed for resale in an offering contemplated by the Dealer
Agreement.
Netherlands
Each Dealer has represented and agreed that the Notes (or any interest therein) may not,directly or indirectly, be offered, sold, pledged, delivered or transferred in the Netherlands, on theirissue date or at any time thereafte1~ and neither this Prospectus or any other document in relation to
any offering of the Notes (or any interest therein) may be distributed or circulated in the Netherlands,
other than to professional market parties ("PMPs") within the meaning of the Dutch Financial
Supervision Act (Wet op het financieel toezicht) (which includes, inter alia, qualified investors as definedin the Prospectus Directive such as banks, insurance companies, securities firms, collective investment
undertakings and pension funds), provided that these parties acquire the relevant Notes for their own
account or that of another PMP. This restriction does not apply in respect of Notes having adenomination of at least EUR 50,000 (or equivalent thereof in foreign currency) 01~ after, theAmendment Decree Financial Markets 2012 has entered into force, EUR 100,000 (or equivalent
thereof in foreign currency).
General
These selling restrictions may be modified by the agreements of the Issuer and the Dealers
following a change in a relevant law, regulation or directive. Any such modification will be set out in
the Final Terms issued in respect of the issue of Notes to which it relates or in a supplement to thisProspectus.
Save as expressly stated on the front page hereof, no action has been taken in any jurisdictionthat would permit a public offering of any of the Notes, or possession or distribution of thisProspectus or any other offering material or any Final Terms, in any country or jurisdiction where
action for that purpose is required.
Each Dealer has agreed that it will comply with all relevant laws, regulations and directives ineach jurisdiction in which it purchases, offers, sells or delivers Notes or has in its possession or
distributes this Prospectus, any other offering material or any Final Terms.
Some of the Dealers and their affiliates have engaged in, and may in the future engage in,investment banking and other commercial dealings in the ordinary course of business with the Issuer
or its respective affiliates. They have received, or may in the future receive, customary fees andcommissions for these transactions.
In addition, in the ordinary course of their business activities, the Dealers and their affiliates
may make or hold a broad array of investments and actively trade debt and equity securities (or related
derivative securities) and financial instruments (including bank loans) for their own account and forthe accounts of their customers. Such investments and securities activities may involve securities and/or
instruments of the Issuer or its affiliates. Certain of the Dealers or their affiliates that have a lending
relationship with the Issuer routinely hedge their credit exposure to the Issuer consistent with theircustomary risk management policies. Typically, such Dealers and their affiliates would hedge such
exposure by entering into transactions which consist of either the purchase of credit default swaps or
the creation of short positions in Issuer's securities, including potentially the Notes issued under the54

Programme. Any such short positions could adversely affect future trading prices of the Notes issued
under the Programme. The Dealers and their affiliates may also make investment recommendations
and/or publish or express independent research views in respect of such securities or financial
instruments and may hold, or recommend to clients that they acquire, long and/or short positions insuch securities and instruments.

55

FORM OF FINAL TERMS

The form of Final Terms that will be issued in respect of each Tranche, subject only to thedeletion of non-applicable provisions, is set out below.
Final Terms dated [e]Mitsubishi UFJ Trust and Banking Corporation

Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes]
under the ¥500,000,000,000
Euro Medium Term Note Programme
PART A- CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set
forth in the Prospectus dated e [and the supplemental Prospectus dated e] which [together]
constitute[s] a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (theProspectus Directive). This document constitutes the Final Terms of the Notes described herein for the
purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such
Prospectus [as so supplemented]. Full information on the Issuer and the offer of the Notes is only
available on the basis of the combination of these Final Terms and the Prospectus. [The Prospectus[and the supplemental Prospectus] [is] [are] available for viewing at [address] [and] [website] and copies
may be obtained from [address].]
The following alternative language applies if the first tranche of an issue 1vhich is being increased
1vas issued under a Prospectus with an earlier date.

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (theConditions) contained in the Trust Deed dated [original date] and set forth in the Prospectus dated[original date] [and the supplemental Prospectus dated e] and incorporated by reference into theProspectus dated [current date] and which are attached hereto. This document constitutes the Final
Terms of the Notes described herein for-the purposes of Article 5.4 of the Prospectus Directive(Directive 2003/71/EC) (the Prospectus Directive) and must be read in conjunction with the Prospectus
dated [current date] [and the supplemental Prospectus dated e], which [together] constitute[s] a baseprospectus for the purposes of the Prospectus Directive. [The Prospectuses [and the supplemental
Prospectus] are available for viewing at [address] [and] [website] and copies may be obtained from[address].][Include 11hichever of thefollmving apply or specifj; as "Not Applicable" (NIA). Note that the
numbering should remain as set out beloa; even if "Not Applicable" is indicatedfor individual paragraphs
or sub-paragraphs. Italics denote guidance for completing the Final Terms.][When completingfinal terms or adding any other final terms or information consideration should
be given as to 1vhether such terms or iT1(ormation constitute "sign(ficant new factors" and consequently
trigger the needfOI· a supplement to the Prospectus under Article 16 of the Prospectus Directive.]

1.

Issuer:2.

Specified Currency or Currencies:

3.

Aggregate Nominal Amount ofNotes:

Mitsubishi UFJ Trust and Banking Corporation[(i)] Series:[(ii) Tranche:
4.

Issue Price:[e] per cent of the Aggregate Nominal Amount [plusaccrued interest from [insert date] (if applicable)]5.

[(i)] Specified Denominations:[Specify]56

(in the case (?f Registered Notes, thismeans the minimum integral amountin ll'hich transfers can be made)[N. B. For Bearer Notes 1rith a Specified Denominationand higher integral multiples above the minimum
denomination, consider including language substantially tothe follmving effect (however; appropriate amendments
shall be made for different currencies):"[€100,000 1 and integra/multiples of [€1,000 1 in excess
thereqf, up to and including [€199,000 1 and, for so long as
the Notes are represented by a Global Note (as defined
belo11.') and Euroclear and Clearstream, Luxembourg so
permit, the Notes shall be tradable only in the minimum
authorised denomination of [€100,000 1 and higher
integra/multiples of [€1,000 1. notwithstanding that no
definitive notes 1t:il! be issued 1vith a denomination above[ €199, 000 }". 1[(ii)] Calculation Amount:[Specify][If only one Specified Denomination, insert the Spec(fiedDenomination. If more than one Specified Denomination,
insert the highest common factO/: 1[Note: There must be acommon factor in the case qf t1vo or more Specified
Denominations16.

[(i)] Issue Date:[(ii)] Interest Commencement Date

(e]

7.

Maturity Date:[specij)' date or (for Floating Rate Notes) Interest
Payment Date falling in or nearest to the relevant monthand year]

8.

Interest Basis:[e% Fixed Rate][[specify reference rate] +/- e<x, Floating Rate][Zero Coupon][Index Linked Interest][Other (specify)](further particulars specified below)

9.

Redemption/Payment Basis7:[Redemption at par][Index Linked Redemption][Dual Currency][Partly Paid][Instalment][Other (specify)][(N. B. ff the Final Redemption Amount is other than
100 per cent. of the nominal value, the Notes ll'ill
constitute derivative securities for the purposes of theProspectus Directive and the requirements of Annex XII
to the Prospectus Directive Regulation No.809/2004 will
apply and the Issuer will prepare and publish a supplement
to the Prospectus.)]

10. Change of Interest or
Redemption/Payment Basis:[Spec(fj• details qf any provision for convertibility qf
Notes into another interest or redemption/ payment basis]

11. Put/Call Options:[Investor Put]
[Issuer Call][(further particulars specified below)]57

12. (i)Status of the Notes:

Senior/Subordinated Dated/Subordinated Perpetual(ii) [Date [Board] approval for
issuance of Notes
obtained:[e] [and [e], respectively]]( N.B Only relevant 1vhere Board (or similar)
authorisation is requiredfm· the particular tranche o.f
Notes)}

13. Method of distribution:[Syndicated/Non-syndicated]

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14. Fixed Rate Note Provisions[Applicable/Not Applicable](If not applicable, delete the remaining sub-paragraphs ofthis paragraph)Rate[(s)] of Interest:[e] per cent. per annum [payable [annually/semiannually/quarterly/monthly/other (specify)] in arrear](ii) Interest Payment Date(s):[e] in each year [adjusted in accordance with [specify(i)Business Day Convention and any applicable BusinessCentre( s) for the definition of "Business Day"jlnot
adjusted](iii) Fixed Coupon Arnount[(s)]:[e] per Calculation Amount(iv) Broken Amount(s):[e] per Calculation Amount payable on the Interest
Payment Date falling [in/on] [e](v)[30/360 I Actual/Actual (ICMA/ISDA)/other]

Day Count Fraction:(vi) Determination Dates:[e] in each year (insert regular interest payment dates,
ignoring issue date or maturity date in the case of a longor short first or last coupon. N. B. onzy relevant lVhere Day
Count Fraction is Actual/Actual ( ICMA))(vii) Other terms relating to themethod of calculating interest
for Fixed Rate Notes:
15. Floating Rate Note Provisions(i)[Not Applicable/give details][Applicable/Not Applicable]
not applicable, delete the remaining sub-paragraphs o.f
this paragraph)(rrInterest Period(s)(ii) Specified Interest Payment Dates: [e](iii) First Interest Payment Date[e](iv) Interest Period Date[e](Not applicable unless d{fferentfi'om Interest Payment Date)(v)

Business Day Convention:[Floating Rate Convention/ Following Business Day
Convention/ Modified Following Business Day
Convention/ Preceding Business Day Convention/ other(give details)](vi) Business Centre(s):(vii) Manner in which the Rate(s)of Interest is/are to be
determined:[Screen Rate
Determination/ISDA
Determination/other (give details)]

58

(viii) Party responsible forcalculating the Rate(s) ofInterest and Interest Amount(s)(if not the [Agent]):[e](ix) Screen Rate Determination:- Reference Rate:-Interest Determination Date(s): [e]- Relevant Screen Page:
(x)

[e]

ISDA Determination:- Floating Rate Option:[e]- Designated Maturity:[e]- Reset Date:[e]- ISDA Definitions:[2000/2006](xi) Margin(s):[+/-][]per cent per annum(xii) Minimum Rate of Interest:[e] per cent per annum(xiii) Maximum Rate of Interest:[e] per cent per annum(xiv) Day Count Fraction:[e](xv) Fall back provisions, rounding[e]provisions, denominator and anyother terms relating to themethod of calculating interest
on Floating Rate Notes, if
different from those set out
in the Conditions:16. Zero Coupon Note Provisions(i)

Amortisation Yield:[Applicable/Not Applicable](If not applicable, delete the remaining sub-paragraphs ofthis paragraph)[e] per cent per annum(ii) Any other formula/basis ofdetermining amount payable:
17. Index-Linked Interest Note/othervariable-linked interest Note
Provisions(i)Index/Formula/other variable:[Applicable/Not Applicable](If not applicable, delete the remaining sub-paragraphs ofthis paragraph)[give or annex details}(ii) Calculation Agent responsible
for calculating the interest due:[e](iii) Provisions for determining
Coupon where calculated byreference to Index and/or
Formula and/or other variable:[e](iv) Interest Determination Date(s):[e][Include a description of any market disruption orsettlement disruption events that effect the underlying andadjustment rules in relation to events conceming theunderlying]
59

(v)

Provisions for determining
Coupon where calculation byreference to Index and/or
Formula and/or other variable
is impossible or impracticableor otherwise disrupted:(vi) Interest Period(s):

[e]

[e]

(vii) Specified Interest Payment Dates: [e](viii) Business Day Convention:[Floating Rate Convention/ Following Business Day
Convention/Modified Following Business Day
Convention/Preceding Business Day Convention/other(give details)](ix) Business Centre(s):Minimum Rate of Interest:[e] per cent per annum(xi) Maximum Rate of Interest:[e] per cent per annum(x)(xii) Day Count Fraction:
18. Dual Currency Note Provisions(i)

Rate of Exchange/method of
calculating Rate of Exchange:[Applicable/Not Applicable]
not applicable, delete the remaining sub-paragraphs ofthis paragraph)(rr[give details](ii) Calculation Agent, if any,
responsible for calculating theprincipal and/or interest due:[e](iii) Provisions applicable where
calculation by reference to Rateof Exchange impossible or
impracticable:[e](iv) Person at whose option
Specified Currency(ies) is/arepayable:[e]

PROVISIONS RELATING TO REDEMPTION
19. Call Option[Applicable/Not Applicable](If not applicable, delete the remaining sub-paragraphs ofthis paragraph)(i)

Optional Redemption Date(s):(ii) Optional Redemption
Amount(s) of each Note andmethod, if any, of calculationof such amount(s):[e][e] per Calculation Amount(iii) If redeemable in part:
Minimum Redemption
Amount:[e] per Calculation Amount(b) Maximum Redemption
Amount:[e] per Calculation Amount(a)(iv) Notice period6020. Put Option(i)Optional Redemption Date(s):(ii) Optional Redemption
Amount(s) of each Note andmethod, if any, of calculationof such amount(s):[Applicable/Not Applicable](If not applicable, delete the remaining sub-paragraphs ofthis paragraph)[e][e] per Calculation Amount(iii) Notice period
21. Final Redemption Amount of[e] per Calculation Amounteach Note
In cases where the Final Redemption (Note: {f the Final Redemption Amount is linked to an
Amount is Index-Linked or other
underlying reference or securit.}~ the Notes will constitutevariable-linked:
derivative securities for the purposes of the Prospectus
Directive and the requirements of Annex XII to theProspectus Directive Regulation No. 809/2004 will apply.
(i)Index/Formula/variable:[give or annex details}(ii) Calculation Agent responsible
for calculating the Final
Redemption Amount:[e](iii) Provisions for determining
Final Redemption Amountwhere calculated by reference to
Index and/or Formula and/or
other variable:[e](iv) Determination Date(s):

[e]

(v)

Provisions for determining[e]Final Redemption Amountwhere calculation by reference to
Index and/or Formula and/or
other variable is impossible or
impracticable or otherwise
disrupted:(vi) Payment Date:[e](vii) Minimum Final Redemption
Amount:[e] per Calculation Amount(viii) Maximum Final Redemption
Amount:[e] per Calculation Amount

22. Early Redemption Amount

Early Redemption Amount(s) ofeach Note payable on redemption
for taxation reasons or on event ofdefault or other early redemption
and/or the method of calculating
the same (if required or if different
from that set out in the Conditions):

[e]

61

GENERAL PROVISIONS APPLICABLE TO THE NOTES
Bearer Notes:
23. Form of Notes:[Temporary Global Note exchangeable for a Permanent
Global Note which is exchangeable for Definitive Notes
in the limited circumstances specified in the Permanent
Global Note][Temporary Global Note exchangeable for Definitive
Notes on [e] days' notice][Permanent Global Note exchangeable for Definitive inthe limited circumstances specified in the Permanent
Global Note](In relation to any issue of Notes 1vhich are expressed to
be Temporary Global Notes exchangeable for Definitive
Notes in accordance 1vith this option, such Notes may only
be issued in denominations equal to, or greater than
€1 00,000 (or equivalent) and integml multiples thereof)

24. Financial Centre(s) or other special[Not Applicable/give details. Note that this paragraphprovisions relating to Payment Dates: relates to the date and place of payment, and not interest
period end dates, to Hhich sub-paragraphs 14 (ii), 15 (iv)and 17(ix) relates]
25. Talons for future Coupons or[Yes/No. If yes, give details]

Receipts to be attached to Definitive
Notes (and dates on which such
Talons mature):

26. Details relating to Partly Paid Notes:
amount of each payment comprising
the Issue Price and date on which
each payment is to be made andconsequences (if any) of failure topay, including any right of the Issuer
to forfeit the Notes and interest dueon late payment:[Not Applicable/give details]

27. Details relating to Instalment Notes:
amount of each instalment, date on
which each payment is to be made:[Not Applicable/give details]

28. Redenornination, renominalisation[Not Applicable/The provisions [in Condition [e][ apply]

and reconventioning provisions:
29. Consolidation provisions:[Not Applicable/The provisions [in Condition [e][ apply]

30. Other final terms:[Not Applicable/give details](When adding any other final terms consideration should
be given as to 1vhether such terms constitute a "significant
nelvfactor" and consequently trigger the need for a
supplement to the Prospectus under Article 16 of theProspectus Directive.)

DISTRIBUTION
31.

(i)

If syndicated, names ofManagers:[Not Applicable/give names](ii) Stabilising Manager(s) (if any):[Not Applicable/give name]6232. If non-syndicated, name of Dealer:[Not Applicable/give name]

33. U.S. Selling Restrictions:[Reg. S Compliance Category; TEFRA ClTEFRA D/TEFRA not applicable]

34. Additional selling restrictions:[Not Applicable/give details]

PURPOSE OF THE FINAL TERMS

These Final Terms comprise the final terms required for issue and admission to trading on theRegulated Market of the London Stock Exchange plc of the Notes described herein pursuant to the¥500,000,000,000 Euro Medium Term Note Progranm1e of Mitsubishi UFJ Trust and Banking
Corporation.
RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms. [e has
been extracted from e]. The Issuer confirms that such information has been accurately reproduced andthat, so far as it is aware, and is able to ascertain from information published by e, no facts have been
omitted which would render the reproduced inaccurate or misleading.
Signed on behalf of the Issuer:
By: ..................................................... .
Duly authorised

63

PART B-OTHER INFORMATION
1.

LISTING(i) Listing:(ii)

Admission to trading:(iii) Estimate of total expenses
related to admission to trading:2.

RATINGS
Ratings:[London/Luxembourg/other (specifr)/None][Application has been made by the Issuer/or on its
behalf) for the Notes to be admitted to trading on [e]with effect from [e].] [Not Applicable.][e]

The Notes to be issued have been rated:[Rating Agent]: [e]](The above disclosure should reflect the rating allocated toNotes of the type being issued under the Programme
generally 01; where the issue has been specifically rated,that rating.)
Insert one (or more) of the following options, asapplicable:
Option 1: CRA is (i) established in the EU andUi) registered under the CRA Regulation:[Insert legal name of particular credit rating agency entity
providing rating] is established in the EU and registeredunder Regulation ( EC) No 1060/2009 (the "CRA
Regulation").
Option 2: CRA is (i) established in the EU. Oi) notregistered under the CRA Regulation: but (iii) has aJ!plied
for registration:[Insert legal name of particular credit rating agency entity
providing rating] is established in the EU and has applied
for registration under Regulation ( EC) No 1060/2009(the "CRA Regulation"), although notification of theregistration decision has not yet been provided.
Option 3: CRA is not established in the EU but therelevant rating is endorsed bv a CRA which is establishedand registered under the CRA Regulation:[Insert legal name of particular credit rating agency entity
providing rating] is not established in the EU but the
rating it has given to the [Notes} is endorsed by [insert
legal name of credit rating agency}, which is established in
the EU and registered under Regulation ( EC) No
1060/2009 (the "CRA Regulation").
Option 4: CRA is not established in the EU and therelevant rating is not endorsed under the CRA Regulation.
but the CRA is certified under the CRA Regulation:[Insert legal name of particular credit rating agency entity
providing rating] is not established in the EU but iscertified under Regulation ( EC) No 1060/2009 (the"CRA Regulation").

64

Option 5: CRA is neither established in the EU nor
certified under the CRA Regulation and the relevant
rating is not endorsed under the CRA Regulation:[Insert legal name of particular credit rating agency entity
providing rating] is not established in the EU and is notcert(fied under Regulation (EC) No 1060/2009 the "CRA
Regulation") and the rating it has given to the [Notes j is
not endorsed by a credit rating agency established in the
EU and registered under the CRA Regulation.

3.

[NOTIFICATION
The [include name of competent authority in EEA home Member State] [has been requested toprovide/has provided - include first alternative for an issue which is contemporaneous with theestablishment or update of the Programme and the second alternative for subsequent issues] the[include names of competent authorities of host Member States] with a certificate of approval attestingthat the Prospectus has been drawn up in accordance with the Prospectus Directive.]
4.

[INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE[ISSUE/OFFER]
Need to include a description of any interest, including conflicting ones, that is material to theissue/offer, detailing the persons involved and the nature of the interest. May be satisfied by the
inclusion of the following statement:"Save as discussed in "Plan of Distribution", so far as the Issuer is aware, no person involved in
the offer of the Notes has an interest material to the offer."][5.

REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES[(i) Reasons for the offer[e](See "Use of Proceeds" wording in Prospectus- (freasons for offer different from making profit and/or
hedging certain risks will need to include those reasons
here.) j[(ii)] Estimated net proceeds:l•l( ~f proceeds are intended for more than one use will needto split out and present in order of priority. If proceeds
insuffident to fund all proposed uses state amount andsources of other funding.)[(iii)] Estimated total expenses:[e] [Include breakdown of expenses. j(Only necessmy to include disclosure of net proceeds andtotal expenses at (ii) and (iii) above 1vhere disclosure isincluded at (i) above.)]

6.

[Fixed Rate Notes only- YIELD
Indication of yield:
The yield is calculated at the Issue Date on the basis of
the Issue Price. It is not an indication of future yield.]

7.

(Index-Linked or other variable-linked Notes only- PERFORMANCE OF
INDEX/FORMULA/OTHER VARIABLE AND OTHER INFORMATION CONCERNINGTHE UNDERLYING
Need to include details of 1rhere past and future pe1jormance and volatility of theindex/formula/other variable can be obtained. Where the underlying is an index need to include the nameof the index and a description if composed by the Issuer and if the index is not composed by the Issuer
need to include details of 1rhere the il1formation about the index can be obtained. Where the underlying is
not an index need to include equivalent ;,~formation. Include other iTiformation concerning the underlying
required by Paragraph 4.2 of Annex XII of the Prospectus Directive Regulation. j
65

[ (When completing this paragraph, consideration should be given as to Hhether such mattersdescribed constitute "significant nen· factors" and consequently trigger the needfOJ· a supplement to theProspectus under Article 16 of the Prospectus Directive.)][The issuer [intends to provide past-issuance information [specify what information wi11 bereported and where it can be obtained]] [does not intend to provide post-issuance information}.

8.

(Dual Currency Notes on(v- PERFORMANCE OF RATE[S] OF EXCHANGE

Need to include details of where past and future pe1formance and volatility of the relevant rate [ s]can be obtained.][ (When completing this paragraph, consideration should be given as to whether such mattersdescribed constitute "sign(ficant new factors" and consequent(v trigger the need for a supplement to theProspectus under Aracle 16 of the Prospectus Directive.)]

9.

OPERATIONAL INFORMATIONISIN Code:Common Code:Any clearing system(s) other thanEuroclear Bank S.A./N.V. andClearstream Banking,societe anonyme and the relevant
identification number(s):[Not Applicable/give name(s) and number(s)]Delivery:

Delivery [against/free of] payment

Names and addresses of additional
Paying Agent(s) (if any):

66

GENERAL INFORMATION

1. The listing of the Notes on the Official List and admission to trading on the Market will be
expressed as a percentage of their nominal amount (exclusive of accrued interest). It is expected thatlisting of the Programme on the Official List and admission to trading on the Market will be grantedon or about 20 December 2011, subject only to the issue of a temporary Global Note in respect of each
Tranche. Prior to official listing and admission to trading, however, dealings will be permitted by the
London Stock Exchange in accordance with its rules. Transactions will normally be effected fordelivery on the third working day after the day of the transaction. However, Notes may be issued
pursuant to the Programme which will not be listed on the Official List and admitted to trading on the
London Stock Exchange's market for listed securities or any other stock exchange.
2. The Bank has obtained all necessary consents, approvals and authorisations in connection
with the issue and performance of the Notes. The issuance of the Notes by the Bank was authorisedby a resolution of the Board of Directors of the Bank on 22 November 2000 and such authorisation
was re-confirmed by the Bank on 16 December 2011 with respect to the issuance of the Notes(including Senior Notes) and the amendment and update of the Programme.
3. The Programme contemplates that the Issuer will issue Notes with a minimum
denomination of EURlOO,OOO. In the event that the Issuer issues Notes admitted to trading on theMarket with lower denominations, the EU Transparency Obligations Directive ("TOD") will apply to
the Issuer. Where relevant, the Issuer will be required to prepare its financial statements in accordance
with, or reconciled to, International Financial Reporting Standards for accounting periods on or after
1 January 2005, unless Japanese GAAP are deemed equivalent standards for the purpose of such
Directive.
4. Each Note, Receipt, Coupon and Talon will bear the following legend: "Any United States
person who holds this obligation will be subject to limitations under the United States income tax laws,
including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code.
Interest payments on the Notes to an individual resident of Japan or a Japanese corporation(except for a designated financial institution or financial instrument business operator which hascomplied with the requirements under the Special Taxation Measures Law), or a non-resident of Japanor foreign corporation which has special relationship with the issuer of the Note set forth in the Orderfor Enforcement of Special Taxation Measures Law (Cabinet Order No. 43 of 1957, as amended)("Specially Related Party(ies)") will be subject to Japanese income tax on the amount specified in subparagraph (A) or (B) below, as applicable:(A) if interest is paid to an individual resident of Japan or to a Japanese corporation or a
non-resident of Japan or foreign corporation which is a Specially Related Party of theissuer of the Note (except as provided in sub-paragraph (B) below), the amount of suchinterest; or(B) if interest is paid to a public corporation, a fmancial institution or a financial instruments
business operators set forth in the Special Taxation Measures Law (which has compliedwith the Japanese tax exemption requirements under the Special Taxation Measures Law)
through its payment handling agent in Japan, the amount of such interest minus theamount accrued during the period held by such entities."
5. Neither the Bank or any of its subsidiaries is or have been involved in any governmental,
legal or arbitration proceedings (including any such proceedings which are pending or threatened ofwhich the Bank is aware) during the 12 months preceding the date of this Prospectus may have or have
had in the recent past, significant effects on the Bank and its subsidiaries' financial position or
profitability.
6. There has been no significant change in the financial or trading position of the Bank andits subsidiaries as a whole since 31 March 2011.
There has been no material adverse change in the prospects of the Bank and its subsidiaries asa whole since 31 March 2011.

67

7. The Notes have been accepted for clearance through the systems of Euroclear or
Clearstream, Luxembourg. The Common Code and ISIN for each Series of Notes will be set out in therelevant Final Terms. The address of Euroclear is 1 Boulevard du Roi Albert II, B-1210 Brussels,
Belgium and the address of Clem·stream, Luxembourg is 42 Avenue JF Kennedy L-1855 Luxembourg.
The address of any alternative clearing system will be specified in the applicable Final Terms.
8.

Each Final Terms will contain the relevant information in respect of each Tranche ofNotes.
9. From the date hereof during the life of the Programme and for so long as any Notes remain
outstanding thereunder, the following documents will be available, during usual business hours on any
weekday (Saturdays and public holidays excepted), for inspection at the London office of the Agentand the registered office of the Bank:(i)the Amended and Restated Trust Deed (which includes the form of the Global Notes, theDefinitive Notes, the Coupons, Receipts and Talons) dated 16 December 2011;(ii) the Amended and Restated Dealer Agreement dated 16 December 2011;(iii) the Amended and Restated Agency Agreement dated 16 December 2011;(iv) the Amended and Restated Procedures Memorandum (which sets out certain ancillarymatters, including settlement procedures and the form of Final Terms) dated 16 December
2011;
(v)

the Articles of Incorporation of the Bank, together with an English translation thereof;(vi) the Bank's Interim Summary Report for the six months ended 30 September 2010 and
30 September 2011;(vii) each Final Terms and each Syndication Agreement (if any) for Notes which are listed on
the Official List and admitted to trading on the Market or any other stock exchange; and(viii) a copy of the Prospectus together with any supplement to the Prospectus or further
Prospectus.
10. Independent certified public accountants Deloitte Touche Tohmatsu LLC ("DTT",
authorised and regulated under the Japanese Certified Public Accountant Law (Law No. 103 of 1948,
as amended) (the "JCPAL")), auditors of the Bank, have audited the consolidated financial statementsof MUTBC for the years ended 31 March 2010 and 31 March 2011 and their reports expressedunqualified opinions.
11. Nikko Cordial Corporation and Citigroup Inc. have established a series of businessalliances in respect of Japan-related activities. Citigroup Global Markets Limited is authorised to
conduct Japan-related business under the name Nikko Citigroup.

68

REGISTERED HEAD OFFICE
OF THE BANK
Mitsubishi UFJ Trust and Banking Corporation
4-S, Marunouchi 1-chome
Chiyoda-ku
Tokyo 100-8212
Japan

LEGAL ADVISERS
TO THE BANK
as to Japanese law
City-Yuwa Partners
Marunouchi Mitsui Building
2-2-2 Marunouchi
Chiyoda-ku
Tokyo 100-000SJapan

TO THE DEALERS AND THE TRUSTEE
as to English law
Linklaters LLP
One Silk Street
LondonEC2Y 8HQ
United Kingdom

INDEPENDENT AUDITORS OF THE BANK
Deloitte Touche Tohmatsu LLC
MS Shibaura Building
13-23, Shibaura 4-chome
Minato-ku
Tokyo 108-8S30
Japan

TRUSTEE
BNY Mellon Corporate Trustee Services Limited
One Canada Square
Canary Wharf
London
E14 SAL
United Kingdom

ISSUING AND PAYING AGENT
The Bank of New York Mellon
One Canada Square
Canary Wharf
London
E14 SAL
United Kingdom

PAYING AGENT
The Bank of New York Mellon (Luxembourg) S.A.
Vertigo Building- Polaris
2-4 rue Eugene Ruppert
L-24S3 Luxembourg

69

ARRANGER
Mitsubishi UFJ Trust International Limited
24 Lombard Street
LondonEC3V 9AJ
United Kingdom

DEALERS
Mitsubishi UF J Trust International Limited

Citigroup Global Markets Limited

24 Lombard Street
LondonEC3V 9AJ
United Kingdom

Citigroup Centre
Canada Square
Canary Wharf
LondonE14 5LB
United Kingdom

Daiwa Capital Markets Europe Limited
5 King William Street
LondonEC4N7AX
United Kingdom

Goldman Sachs InternationalPeterborough Court
133 Fleet Street
LondonEC4A2BB
United Kingdom

J.P. Morgan Securities Ltd.
125 London WallLondonEC2Y 5AJ
United Kingdom

Merrill Lynch International
2 King Edward Street
LondonECIA IHQ
United Kingdom

Morgan Stanley & Co. International plc
25 Cabot Square
Canary Wharf
LondonE144QA
United Kingdom

Nomura International plc
1 Angel Lane
LondonEC4R 3AB
United Kingdom

70Perivan Fimmdal Print 223562