PROSPECTUS

International Bank for Reconstruction
and Development
Global Debt Issuance Facility
for issues of Notes with maturities of one day or longer
International Bank for Reconstruction and Development may issue from time to time under the Global Debt Issuance
Facility Notes in an unlimited aggregate principal amount. Notes may be denominated in the Specified Currencies referredto herein and as may otherwise be designated by the Bank at the time of issue, as specified in a Pricing Supplement which
will contain the terms of, and pricing details for, each particular issue of Notes. Notes will be sold through one or more
Dealers appointed by the Bank, or directly by the Bank itself.
Notes may be either interest bearing at fixed or variable rates or non-interest bearing and may be repayable at par, ata specified amount above or below par or at an amount determined by reference to a formula, in each case with terms as
specified in the applicable Pricing Supplement. Notes may be index-linked or equity-linked, as to principal or interest, as
specified in the applicable Pricing Supplement. Notes will be issued with specified maturities of one day or longer or withvariable maturities and may be subject to early redemption in whole or in part, as specified in the applicable Pricing
Supplement. Notes may be listed on one or more stock exchanges or may be unlisted, as specified in the applicable Pricing
Supplement.
Certain Notes are complex financial instruments and may not be suitable for all investors. Investors shouldhave sufficient knowledge and experience in financial and business matters to evaluate the information contained inthis Prospectus and in the applicable Pricing Supplement, and the merits and risks of investing in a particular issueof Notes in the context of such investor’s financial position and particular circumstances. Investors also should havethe financial capacity to bear the risks associated with any investment in such Notes. Investors should not purchasesuch Notes unless such investors understand and are able to bear any risks due to interest or exchange rate
fluctuations or market, liquidity, early redemption or other such risks associated with such Notes. See “Certain
Risk Factors” for a discussion of certain risks that should be considered in connection with an investment in such
Notes.
Notes of any particular issue will be in registered form, bookentry form or bearer form, as specified in the applicable
Pricing Supplement. Notes in bearer form may not be offered, sold or delivered within the United States or to U.S. persons
as part of their primary distribution. Notes will be issued in the denominations specified in the applicable Pricing
Supplement. The Federal Reserve Bank of New York will act as fiscal agent for Notes denominated and payable in U.S.
dollars originally issued in bookentry form.
Morgan Guaranty Trust Company of New York, London office, will act as global agent for all other Notes.
Depending on their form and Specified Currency, Notes will be accepted for clearing through one or more clearing
systems, as specified in the applicable Pricing Supplement. These systems will include, in the United States, those
operated by The Depository Trust Company and, for U.S. dollar denominated bookentry Notes, the Federal Reserve Banks
and, outside the United States, those operated by Morgan Guaranty Trust Company of New York, Brussels office, as
operator of the Euroclear System, Cedel Bank, société anonyme, and, for certain Deutsche mark denominated Notes,
Deutscher Kassenverein AG.
Notes may be listed on the Luxembourg Stock Exchange, the New York Stock Exchange, the Paris Stock Exchange
and the Frankfurt Stock Exchange. Unlisted Notes and Notes listed on other or additional stock exchanges may also be
issued.

The date of this Prospectus is October 7, 1997.

NOTES (“NOTES”) ISSUED UNDER THE GLOBAL DEBT ISSUANCE FACILITY (THE
“FACILITY”) ARE NOT REQUIRED TO BE REGISTERED UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMENDED. ACCORDINGLY, NO REGISTRATION STATEMENT HAS BEEN
FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”).
THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION OR
ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATESECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THISPROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN
THE UNITED STATES.
International Bank for Reconstruction and Development (the “Bank”), having made all reasonableinquiries, confirms that all information in this Prospectus (as defined under “Availability of Information andIncorporation by Reference”) is true and accurate in all material respects and is not misleading, and that
there are no other facts the omission of which, in the context of the issue of Notes, make this Prospectus or
any information in it misleading in any material respect. In addition, the Bank confirms that each Pricing
Supplement (as defined under “Pricing Supplements”), when read together with the Prospectus, will at thedate thereof be true and accurate in all material respects and not misleading, and that there will be no otherfacts the omission of which make that Pricing Supplement, when read together with the Prospectus, or any
information therein misleading in any material respect.
No person is authorized to give any information or to make any representation not contained in thisProspectus or the applicable Pricing Supplement, and any information or representation not contained herein
or in the applicable Pricing Supplement must not be relied on as having been authorized by or on behalf of
the Bank or by any Dealer (as defined under “Plan of Distribution”). The delivery of this Prospectus or theapplicable Pricing Supplement at any time does not imply that the information contained in this Prospectusor the applicable Pricing Supplement, as the case may be, is correct at any time subsequent to the date of thisdocument, or, if later, the date of the documents incorporated by reference herein or to the date of theapplicable Pricing Supplement, respectively.
Neither this Prospectus nor any Pricing Supplement constitutes an offer of, or an invitation by or on
behalf of, the Bank or any Dealer to subscribe or purchase any of the Notes. The distribution of thisProspectus or any part hereof and any Pricing Supplement and the offer, sale and delivery of any of theNotes may be restricted by law in certain jurisdictions. Persons into whose possession this Prospectus or any
Pricing Supplement comes are required by the Bank and any Dealer to inform themselves about and toobserve any such restrictions. See “Plan of Distribution”.
CERTAIN NOTES ARE COMPLEX FINANCIAL INSTRUMENTS AND MAY NOT BESUITABLE FOR ALL INVESTORS. INVESTORS SHOULD HAVE SUFFICIENT KNOWLEDGE
AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS TO EVALUATE THE
INFORMATION CONTAINED IN THIS PROSPECTUS AND IN THE APPLICABLE PRICING
SUPPLEMENT, AND THE MERITS AND RISKS OF INVESTING IN A PARTICULAR ISSUE OF
SUCH NOTES IN THE CONTEXT OF THEIR FINANCIAL POSITION AND PARTICULARCIRCUMSTANCES. IN PARTICULAR, INVESTORS SHOULD HAVE ACCESS TO, AND
KNOWLEDGE OF, APPROPRIATE ANALYTICAL RESOURCES TO EVALUATE THE
SENSITIVITY OF SUCH NOTES TO CHANGES IN ECONOMIC CONDITIONS, INTERESTRATES, EXCHANGE RATES OR OTHER INDICES, THE CALCULATION FORMULAE AND
REDEMPTION, OPTION AND OTHER RIGHTS ASSOCIATED WITH SUCH NOTES AND
OTHER FACTORS WHICH MAY HAVE A BEARING ON THE MERITS AND RISKS OF ANINVESTMENT IN ANY ISSUE OF SUCH NOTES. INVESTORS SHOULD HAVE THE
FINANCIAL CAPACITY TO BEAR THE RISKS ASSOCIATED WITH ANY INVESTMENT IN
SUCH NOTES.
THIS PROSPECTUS DOES NOT DESCRIBE ALL OF THE RISKS AND INVESTMENTCONSIDERATIONS (INCLUDING THOSE RELATING TO EACH INVESTOR’S PARTICULARCIRCUMSTANCES) OF AN INVESTMENT IN NOTES OF A PARTICULAR STRUCTURE,
INCLUDING THE INTEREST RATE, EXCHANGE RATE OR OTHER INDICES, RELEVANT
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SPECIFIED CURRENCIES, CALCULATION FORMULAE, AND REDEMPTION, OPTION AND
OTHER RIGHTS ASSOCIATED WITH SUCH NOTES OR WHERE THE INVESTOR’SCURRENCY IS OTHER THAN THE SPECIFIED CURRENCY OF ISSUE OR IN WHICHPAYMENT OF SUCH NOTES WILL BE MADE. INVESTORS SHOULD REFER TO ANDCONSIDER CAREFULLY THE RELEVANT PRICING SUPPLEMENT FOR EACH
PARTICULAR ISSUE OF NOTES, WHICH MAY DESCRIBE ADDITIONAL RISKS ANDINVESTMENT CONSIDERATIONS ASSOCIATED WITH SUCH NOTES. THE RISKS ANDINVESTMENT CONSIDERATIONS IDENTIFIED IN THIS PROSPECTUS AND THE
APPLICABLE PRICING SUPPLEMENT ARE PROVIDED AS GENERAL INFORMATIONONLY. INVESTORS SHOULD CONSULT THEIR OWN FINANCIAL AND LEGAL ADVISORSAS TO THE RISKS AND INVESTMENT CONSIDERATIONS ARISING FROM ANINVESTMENT IN AN ISSUE OF NOTES AND SHOULD POSSESS THE APPROPRIATERESOURCES TO ANALYZE SUCH INVESTMENT AND THE SUITABILITY OF SUCHINVESTMENT IN SUCH INVESTOR’S PARTICULAR CIRCUMSTANCES.
IN CONNECTION WITH ANY ISSUE OF NOTES, ANY DEALER DISCLOSED AS
STABILIZING MANAGER IN THE APPLICABLE PRICING SUPPLEMENT MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET
PRICE OF THE NOTES OF SUCH ISSUE AT A LEVEL WHICH MIGHT NOT OTHERWISE
PREVAIL. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

TABLE OF CONTENTS
Page

Availability of Information and Incorporation by Reference..................................................................
Pricing Supplements ...............................................................................................................................
Amount ...................................................................................................................................................
Use of Proceeds ......................................................................................................................................
Summary.................................................................................................................................................
Certain Risk Factors................................................................................................................................
Form of the Notes ...................................................................................................................................
Terms and Conditions of the Notes.........................................................................................................
Clearance and Settlement........................................................................................................................
Tax Matters .............................................................................................................................................
Currency Conversions.............................................................................................................................
Plan of Distribution.................................................................................................................................
Validity of the Notes...............................................................................................................................
General Information................................................................................................................................

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AVAILABILITY OF INFORMATION AND INCORPORATION BY REFERENCE
Availability of Information
The Bank publishes, generally in March and September in each year, an information statement (the“Information Statement”) which describes the Bank, its capital, operations, administration, Articles ofAgreement (“Articles”) and legal status. The Information Statement published in September includes the
Bank’s audited annual financial statements and the Information Statement published in March includes the
Bank’s unaudited semi-annual financial statements and audited annual financial statements. The Bank also
publishes an annual report and unaudited quarterly financial statements.
The Bank is subject to certain information requirements of Regulation BW, promulgated by theCommission under Section 15(a) of the Bretton Woods Agreements Act, and in accordance therewith files
its regular unaudited quarterly and audited annual financial statements, its annual report and otherinformation with the Commission.
The Bank’s latest Information Statement, annual report and unaudited quarterly financial statements(the “Bank Information”) will be filed with the Commission, the New York Stock Exchange and the
Luxembourg Stock Exchange, and will be filed with any other stock exchange on which Notes are listedfrom time to time and which requires such a filing. The Bank Information may be inspected and copies may
be obtained (without charge other than for the Bank Information obtainable from the Commission, whichmust be paid for at prescribed rates) at the following addresses, and at any other address specified in theapplicable Pricing Supplement:
Securities and Exchange Commission
Room 1026
450 Fifth Street, NW
Washington, DC 20549

Banque Paribas Luxembourg
10A Boulevard Royal
L-2093 Luxembourg

Morgan Guaranty Trust Company of New York
Börsenstrasse 2-4
D-60313 Frankfurt am Main

Morgan Guaranty Trust Company of New York
60 Victoria Embankment
London EC4Y OJPBank Information is filed with the Commission electronically through the EDGAR system and may beobtained at the Internet address http://www.sec.gov/edgarhp.htm.
In addition, copies of the Articles and decisions made by the Executive Directors of the Bank onquestions of interpretation of the Articles and copies of the Global Agency Agreement (as defined under“Terms and Conditions of the Notes”) may be inspected at the above offices of Morgan Guaranty Trust
Company of New York (the “Global Agent”).
The Bank will provide without charge copies of the Bank Information upon written or telephone
request at the following offices of the Bank:
1818 H Street, NW
Washington, DC 20433
Tel: 1-202-458-0746

66 Avenue d’Iena
75116 Paris
Tel: 33-140-69-30-00

New Zealand House
15th Floor
Haymarket
London SW1V 4TE
Tel: 44-171-930-8511

10F, Fukoku Semei Building
2-2-2, Uchisaiwai-cho
Chiyoda-ku, Tokyo 100
Tel: 81-3-3597-6650

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Incorporation by Reference
The Bank’s latest Information Statement, any quarterly or annual financial statements filed with theCommission or any stock exchange on which Notes are listed subsequent to the date of such Information
Statement and any supplements (other than Pricing Supplements) or amendments to this Prospectus
circulated by the Bank from time to time shall be deemed to be incorporated in, and to form part of, thisProspectus, and references to “this Prospectus” shall mean this document and any documents incorporated
by reference in, and forming part of, this document, except, and to the extent, any such document issuperseded or modified by any subsequent document incorporated by reference in, and forming part of, thisProspectus. Documents incorporated by reference in, and forming part of, this document may not have been
submitted to the same review and clearance procedures to which this Prospectus has been submitted as of thedate hereof by any stock exchange or regulatory authority referred to herein.
The Bank will, in the event of any material change in the financial position of the Bank which is notreflected in this Prospectus, prepare an amendment or supplement to this Prospectus or publish a new
Prospectus for use in connection with any subsequent issue and listing of Notes by the Bank.
If the terms of the Facility are modified or amended in a manner which would make this Prospectus
inaccurate or misleading in any material respect, the Bank will prepare a new Prospectus.

PRICING SUPPLEMENTS
The Bank will prepare in respect of each particular issue of Notes a Pricing Supplement (each a“Pricing Supplement”) which will contain the terms of, and pricing details for, such issue of Notes and suchother information or disclosure as the Bank considers necessary. A Pricing Supplement may set out the fulltext of the terms and conditions of a particular issue if the Bank and the relevant Dealer(s) consider it
necessary or appropriate.

AMOUNT
Notes may be issued and outstanding in an unlimited aggregate principal amount.

USE OF PROCEEDSThe net proceeds from the sale of Notes will be used by the Bank in its general operations.

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SUMMARY
The following summary does not purport to be complete and is taken from, and is qualified in its
entirety by, the information in the remainder of this Prospectus and, in relation to the terms and conditionsof any particular issue of Notes, the applicable Pricing Supplement. Words and expressions defined or used
in “Terms and Conditions of the Notes” shall have the same meaning in this Summary.
Issuer..............................................

International Bank for Reconstruction and Development

Dealers ...........................................

The Dealers will consist of any one or more dealers becoming aparty to the Standard Provisions (as defined in “Plan ofDistribution”) from time to time for a specific issue of Notes.

Fiscal Agent ...................................

Federal Reserve Bank of New York

Global Agent..................................

Morgan Guaranty Trust Company of New York, acting throughits London officeSpecified Currencies ......................

Notes may be denominated in any of the following currencies orcurrency units (each a “Specified Currency”): Australian dollars,
Belgian francs, British pounds sterling, Canadian dollars,
Danish kroner, Deutsche marks, ECU, Finnish markkas, Frenchfrancs, Hong Kong dollars, Irish punts, Italian lire, Japaneseyen, Luxembourg francs, Netherlands guilders, New Zealanddollars, Norwegian kroner, Portuguese escudos, Spanish pesetas,
Swedish kronor, Swiss francs and U.S. dollars and such othercurrencies or currency units as may be agreed among the Bank,
the relevant Dealer(s) and the Global Agent.

Maturities .......................................

Notes may be issued with specified maturities of one day or
longer or with variable maturities except that the maturity of any
Notes denominated in certain Specified Currencies shall not beless than any minimum or more than any maximum maturity as
may be allowed or required from time to time by the relevant
regulatory authority or any laws or regulations applicable to therelevant Specified Currency. The Pricing Supplement issued in
respect of each issue of Notes having variable maturities willstate the applicable terms, including any circumstances orfactors relating to the performance of relevant indices that affectthe maturity of the Notes.

Issue Price ......................................

Notes may be issued at par or at a discount to or premium overpar and on a fully paid or partly paid basis.

Method of Issue..............................

Notes will be issued through dealers acting as principal, whether
individually or in a syndicate, or on an agency basis. Additional
Notes may be issued as part of an existing issue of Notes. The
Bank may itself directly issue and sell Notes to the extent
permitted by applicable law.

Description of Notes ......................

Notes may be either interest bearing at fixed or variable rates ornon-interest bearing, with principal repayable at a fixed amountor by reference to a formula, as specified in the applicable
Pricing Supplement.

Fixed Rate..............................

Notes for which the interest basis is fixed will bear interest at

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the rate or rates specified in the applicable Pricing Supplement.
Variable Rate .........................

Notes for which the interest basis is variable will have the basis
for calculating the amount of interest payable determined byreference to one or more interest rate, exchange rate or equity
indices, or otherwise, in each case as specified in the applicable
Pricing Supplement.

Zero Coupon ..........................

Notes for which the interest basis is zero coupon will not bearinterest and will be issued at a discount to their redemption
amount.

Fixed Redemption
Amount ................................

Notes which have a fixed redemption amount will be
redeemable at par or at a specified amount above or below par.

Variable Redemption
Amount ..................................

Notes which have a variable redemption amount will have thebasis for calculating the redemption amount determined byreference to one or more interest rate, exchange rate or equity
indices, or otherwise, in each case as specified in the applicable
Pricing Supplement.

Other Notes............................

Notes may be any other type of security which the Bank and any
Dealer(s) agree to be issued under the Facility, and the terms
applicable to any such Notes will be specified in the applicable
Pricing Supplement.

Status of Notes ...............................

Notes will constitute direct, unsecured obligations of the Bank
ranking pari passu with all its other unsecured andunsubordinated obligations. Notes will not be obligations of any
government.

Negative Pledge .............................

Notes will contain a negative pledge clause pursuant to which
the Bank will not cause or permit to be created on any of its
property or assets any security for any evidences of indebtedness
issued, assumed or guaranteed by the Bank for money borrowed(other than any purchase money mortgage, pledge or lien, anylien arising in the ordinary course of business and securing debt
of one year or less, or any extension or renewal of any of theforegoing), unless the Notes shall be secured by such security
equally and ratably with such other evidences of indebtedness.

Default (including Cross Default)
Notes will contain a cross default in respect of bonds, notes orsimilar obligations issued, assumed or guaranteed by the Bank.
If the Bank defaults on payments under the Notes or under its
cross default, and such default continues for 90 days, aNoteholder may accelerate its Notes for payment 30 days after
notice of acceleration is delivered to the Bank, unless prior tothat time all such defaults have been cured.
Tax Status ......................................

Notes and payments thereon will not be exempt from taxation
generally. Under the Bank’s Articles, the Notes and payments
thereon are not subject to any tax by a member (a) which tax
discriminates against the Notes solely because they were issued
by the Bank or (b) if the sole jurisdictional basis for the tax is

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the place or currency in which the Notes are issued, madepayable or paid, or the location of any office or place of businessmaintained by the Bank. Also, under the Articles, the Bank is
not under any obligation to withhold or pay any tax imposed byany member country on payments on the Notes. Accordingly,
payments on the Notes will be made to the Fiscal Agent and the
Global Agent without deduction in respect of any such tax.
However, tax withholding requirements may apply to payments
made by financial intermediaries acting in any capacity otherthan as the Bank’s Fiscal Agent or Global Agent.
Optional Redemption .....................

The Pricing Supplement issued in respect of each issue of Notes
will state whether such Notes may be redeemed prior to theirstated maturity in whole or in part at the option of the Bank
and/or the holders, and, if so, the terms applicable to such
redemption. Any limitations imposed by applicable law relating
to the redemption of Notes denominated in any Specified
Currency will be specified in the applicable Pricing Supplement.

Form of Notes ................................

Each particular issue of Notes will be in registered form,
bookentry form or bearer form. Restrictions on forms of Notes
may apply in certain jurisdictions. See “Form of the Notes”.
Registered Notes will be represented by one or more Notes in
global registered form or will be issued in definitive registeredform. Notes in global registered form will be exchangeable forNotes in definitive registered form if and to the extent specified
in the applicable Pricing Supplement. Notes in registered form,
whether in global or definitive form, may not be exchanged forNotes in bearer form.

Bookentry Notes ....................

Fed Bookentry Notes, which are Notes denominated andpayable in U.S. dollars cleared through the bookentry system of
the Federal Reserve Banks (the “Federal Reserve”), will initiallybe in bookentry form and may be exchanged for Notes indefinitive registered form. Notes in bookentry form may not be
exchanged for Notes in bearer form.

Bearer Notes ..........................

Except as may be specified in the applicable Pricing
Supplement, Bearer Notes (other than Notes in certain Specified
Currencies which will be issued in permanent global bearerform) will be issued in temporary global bearer form
exchangeable for Notes in permanent global bearer form or, if
and to the extent specified in the applicable Pricing Supplement,
in definitive bearer form, global registered form or definitive
registered form, upon certification as to non-U.S. beneficial
ownership through the relevant clearing system. Notes inpermanent global bearer form (other than Notes in certain
Specified Currencies) will be exchangeable for Notes indefinitive bearer form only in the circumstances describedherein and in the applicable Pricing Supplement. Notes in bearer
form may be exchanged for Notes in registered form if and to
the extent specified in the applicable Pricing Supplement.

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Denominations ...............................

Notes will be in such denominations as may be agreed between
the Bank and the relevant Dealer(s) and specified in theapplicable Pricing Supplement, except that the minimum
denominations for Notes denominated in certain Specified
Currencies will be as required by applicable law or the relevant
regulatory authority (and will be specified in the applicable
Pricing Supplement).

Listing ............................................

Notes may be listed on the Luxembourg Stock Exchange, the
New York Stock Exchange, the Paris Stock Exchange or theFrankfurt Stock Exchange. Unlisted Notes and Notes listed onother or additional stock exchanges may also be issued under the
Facility. The applicable Pricing Supplement will state whether
the relevant issue of Notes will be listed on one or more stock
exchanges or will be unlisted.

Rating.............................................

The Facility has been rated Aaa by Moody’s Investors Service
Inc., and AAA by Standard & Poor’s.

Governing Law ..............................

Notes will be governed by the laws of the State of New York,
English law or the laws of the Federal Republic of Germany, as
specified in the applicable Pricing Supplement. Fed Bookentry
Notes will be governed by the laws of the State of New York.
Sterling denominated Notes will be governed by English law.
Deutsche mark denominated Notes which are (a) ofdenominations of less than DM250,000 or (b) intended to becleared and settled globally, will be governed by the laws of theFederal Republic of Germany.
Notes may be governed by the laws of any other jurisdiction, as
specified in the applicable Pricing Supplement, with suchconsequential amendments to the form of the Notes as may be
specified in the applicable Pricing Supplement, and subject tothe receipt of such legal opinions as may be specified in theStandard Provisions.
The Standard Provisions, the Global Agency Agreement and the
Fiscal Agency Agreement are governed by the laws of the State
of New York.

Selling Restrictions .......................

There are restrictions on the sale of Notes and the distribution of
offering material relating to the Notes. In particular, Notes inbearer form may not be offered, sold or delivered within the
United States or to U.S. persons as part of their primary
distribution. See “Plan of Distribution”.

Clearance and Settlement...............

Notes will be accepted for clearing through one or more clearing
systems as specified in the applicable Pricing Supplement.
These systems will include, in the United States, those operatedby The Depository Trust Company (“DTC”) and, for Fed
Bookentry Notes, the Federal Reserve and, outside the UnitedStates, those operated by Morgan Guaranty Trust Company of
New York, Brussels office, as operator of the Euroclear System(“Euroclear”), Cedel Bank, société anonyme (“Cedel Bank”),
and, for certain Deutsche mark denominated Notes, Deutscher

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Kassenverein AG (“DKV”).

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CERTAIN RISK FACTORSThe following section does not describe all of the risks and investment considerations (including thoserelating to each prospective investor’s particular circumstances) with respect to an investment in Notes.
Prospective investors should refer to the relevant pricing supplement for each particular issue of Notes,
which may describe additional risks and investment considerations associated with such Notes. In addition,
prospective investors should consult their own financial and legal advisors as to the risks and investment
considerations arising from an investment in an issue of Notes, the appropriate resources to analyze suchinvestment (in particular, to evaluate the sensitivity of such investment to changes in economic conditions,interest rate, exchange rate or other indices, and other factors which may have a bearing on the merits andrisks of an investment), and the suitability of such investment in such investor’s particular circumstances.
Words and expressions defined or used in “Terms and Conditions of the Notes” shall have the same
meaning in this section.
Structure Risks
An investment in a Structured Note issued by the Bank entails risks (which may be significant) not
associated with an investment in a conventional debt security issued by the Bank. A “Structured Note” is a
Note with principal or interest determined by reference to one or more interest rate indices or currency or
currency units (including exchange rates and swap indices between currencies or currency units), or one ormore debt or equity indices or formulae (each an “Applicable Index”) (other than a single conventional
interest rate index or formula, such as LIBOR) or features such as embedded options, caps or floors. Suchrisks may include, without limitation, the possibility that an Applicable Index may be subject to significant
changes, that changes in an Applicable Index may not correlate with changes in interest rates or exchange
rates generally or with changes in other indices, that two or more indices or formulae that may be expected
to move in tandem or in any other relation to each other may unexpectedly converge or diverge or otherwise
not move as expected, that the resulting interest rate may be less than that payable on a conventional debt
security issued by the Bank at the same time or that no interest may be payable, that the repayment ofprincipal may occur at times other than those expected by the investor, that the investor may lose all or asubstantial portion of the principal amount of its Note (whether payable at maturity, upon redemption orotherwise), that Structured Notes may have more volatile performance results, and that the effects ofcurrency devaluations and (as discussed in greater detail under “Certain Risk Factors — Exchange Rate
Risks and Exchange Controls”) the imposition or modification of exchange or other capital controls byauthorities with jurisdiction over a relevant currency may be greater for Structured Notes than forconventional debt securities issued by the Bank. Such risks generally depend on a number of factors,
including financial, economic and political events over which the Bank has no control. In addition, if an
Applicable Index used to determine the amount of interest payable contains a Spread Multiplier or if the
Applicable Index used to determine the principal or interest payable is subject to some other leverage factor,
the effect of any change in such Applicable Index on the principal or interest may be magnified. If an
Applicable Index includes, or is subject to, a maximum (“cap”) or minimum (“floor”) interest rate limitation,
the interest or principal payable on such Structured Note may be less than that payable on a conventional
debt security issued by the Bank at the same time. Two issues of Structured Notes issued at the same time
and with interest rates determined by reference to the same Applicable Index and otherwise comparable
terms may have different interest rates and yields when issued and thereafter if the frequency of interest rateadjustments for each issue is different. In recent years, certain interest rates, currencies, currency units,
exchange rates, equity indices and other indices have been highly volatile and such volatility may continue inthe future. Fluctuations in any particular interest rate, currency, currency unit, exchange rate, equity index orother index that have occurred in the past are not necessarily indicative, however, of fluctuations that may
occur in the future.
The timing of changes in the level of an Applicable Index may affect the actual yield to an investor,
even if the average level is consistent with the investor’s expectation. In general, the earlier a change in thelevel of an Applicable Index occurs, the greater the effect on an investor’s yield. This is especially the case
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with Structured Notes providing for repayment of principal at one or more times prior to maturity. As aresult, the effect on an investor’s yield of an Applicable Index level that is lower (or higher) during earlier
periods than the rate anticipated by the investor may not be offset by a later equivalent increase (orreduction).
Any optional redemption feature of Notes is likely to affect the market value of such Notes. During any
period in which such Notes are subject to redemption at the option of the Bank, their market value generally
will not rise substantially above the redemption price because of the increased likelihood of redemption by
the Bank, and this also may be true prior to any such period. The Bank may be expected to redeem such
Notes in circumstances where the Bank’s cost of borrowing is lower than the interest rate on such Notes. At
such times, an investor generally would not be able to reinvest redemption proceeds at an effective interest
rate which is as high as the interest rate on such Notes, and such reinvestment might only be at asignificantly lower rate. Investors should consider the related reinvestment risk in light of other investmentsthat may be available to such investors. A partial redemption of an issue of Notes also may adversely affectliquidity for the remaining outstanding Notes of such issue.
Investors in Structured Notes should have knowledge of and access to appropriate analytical resources
to analyze quantitatively the effect (or value) of any redemption, cap or floor, or certain other features ofsuch Structured Notes, and the resulting impact upon the value of such Structured Notes.
Market, Liquidity and Yield Considerations
Notes may not have an established trading market when issued. There can be no assurance of asecondary market for any Notes or the liquidity of such market if one develops. See also “Plan ofDistribution.” Consequently, investors may not be able to sell their Notes readily or at prices that will enable
them to realize a yield comparable to that of similar instruments, if any, with a developed secondary market.
This is particularly the case for Structured Notes that are especially sensitive to interest rate, currency ormarket risks, that are designed for specific investment objectives or strategies or that have been structured tomeet the investment requirements of limited categories of investors, which may have a more limited
secondary market and less or no liquidity and may experience more price volatility than conventional debt
securities. Illiquidity may have a severely adverse effect on the market value of Structured Notes.
Depending upon the type of Notes, market conditions and other factors, investors seeking to sellrelatively small or relatively large amounts of Notes may not be able to do so at prices comparable to thosethat may be available to other investors.
The secondary market for an issue of Notes also will be affected by a number of other factors
independent of the creditworthiness of the Bank and the value of any Applicable Index. These factors may
include the complexity and volatility of such Applicable Index, the method of calculating the principal or
any interest to be paid in respect of such Notes, the time remaining to the maturity of such Notes, theoutstanding amount of such Notes, any amortization or optional redemption features of such Notes, theamount of other securities linked to such Applicable Index, the amount of such Notes being sold in thesecondary market from time to time, any legal restrictions limiting demand for such Notes, the availability ofcomparable securities, and the level, direction and volatility of market interest rates generally. Such factors
also will affect the market value of the Notes.
No investor should purchase Notes unless such investor understands and is able to bear the risk thatcertain Notes may not be readily saleable, that the value of Notes will fluctuate over time, and that such
fluctuations may be significant and could result in significant losses to such investor. This is particularly thecase for investors whose circumstances may not permit them to hold the Notes until maturity.
In addition to the foregoing considerations, the following additional considerations, among others,
relate to the Notes indicated below.
The market value of Variable Interest Rate Notes with caps or floors generally are more volatile thanthose of Variable Interest Rate Notes linked to the same Applicable Index without caps or floors, especiallywhen the Applicable Index approaches or passes the cap or floor. Similarly, the prices of Variable Interest
Rate Notes with an Applicable Index containing a Spread Multiplier or any other leverage factor greater thanA00160449/0.1/15 Jun 1999

12

one generally are more volatile than those for Variable Interest Rate Notes linked to the same ApplicableIndex without such a Spread Multiplier or other leverage factor.
In the case of Variable Interest Rate Notes with an interest rate equal to a fixed rate less a rate based
upon an index, the interest rate will vary in the opposite direction of changes in such index. The prices ofsuch Notes typically are more volatile than those of conventional floating rate debt securities issued by the
Bank based on the same index (and with otherwise comparable terms). This increased volatility is due to thefact that an increase in the index not only decreases the interest rate (and consequently the value) of suchNote, but also reflects an increase in prevailing interest rates, which further adversely affects the value ofsuch Note.
In the case of Notes that bear interest at a rate that the Bank may elect to convert from a Fixed Interest
Rate to a Variable Interest Rate, or from a Variable Interest Rate to a Fixed Interest Rate, the ability of the
Bank to convert the interest rate will affect the secondary market and the value of such Notes since the Bank
may be expected to elect such conversion when it would be expected to produce a lower overall cost of
borrowing to the Bank. If the Bank elects to convert from a Fixed Interest Rate to a Variable Interest Rate,the Spread may be lower (if being added to the index) or higher (if being subtracted from the index) thanprevailing spreads at the time of such conversion on other floating rate securities issued by the Bank withcomparable maturities using the same index, and the interest rate at any time may be lower than that payableon other securities of the Bank.
Conversely, if the Bank elects to convert from a Variable Interest Rate to a Fixed Interest Rate, theFixed Interest Rate may be lower than prevailing interest rates on other securities of the Bank.
The prices at which zero coupon instruments, such as Notes the interest basis for which is specified as
being Zero Coupon, interest components and, in certain cases, principal components, trade in the secondary
market tend to fluctuate more in relation to general changes in interest rates than do such prices forconventional interest-bearing securities with comparable maturities. This also is generally true in the case ofother instruments issued at a substantial discount or premium from the principal amount payable on such
instruments, such as Notes issued with significantly below-market or above-market interest rates. Generally,
the longer the remaining term of such instruments, the greater their price volatility as compared with that for
conventional interest-bearing securities with comparable maturities.
Exchange Rate Risks and Exchange Controls
As described in this Prospectus, Notes may be denominated or payable in one of a number ofcurrencies. For investors whose financial activities are denominated principally in a currency (the “Investor’s
Currency”) other than the Specified Currency or where principal or interest on Notes is payable by reference
to a Specified Currency index other than an index relating to the Investor’s Currency, an investment in theNotes entails significant risks that are not associated with a similar investment in a security denominated inthat Investor’s Currency. Such risks include, without limitation, the possibility of significant changes in therate of exchange between the Specified Currency and the Investor’s Currency and the possibility of theimposition or modification of exchange controls by the country of the Specified Currency or the Investor’s
Currency. Such risks generally depend on economic and political events over which the Bank has no control.
In recent years, rates of exchange have been highly volatile and such volatility may be expected to continue
in the future. Fluctuations in any particular exchange rate that have occurred in the past are not necessarily
indicative, however, of fluctuations that may occur in the future. Depreciation of the Specified Currency
against the Investor’s Currency would result in a decrease in the Investor’s Currency equivalent yield on aNote denominated in that Specified Currency, in the Investor’s Currency equivalent value of the principal
payable at maturity of such Note and generally in the Investor’s Currency equivalent market value of such
Note. An appreciation of the Specified Currency against the Investor’s Currency would have the opposite
effect. In addition, depending on the specific terms of a Note denominated in, or the payment of which isrelated to the value of, one or more foreign currencies, changes in exchange rates relating to any of thecurrencies involved may result in a decrease in such Note’s effective yield and, in certain circumstances,
could result in a loss of all or a substantial portion of the principal of a Note to the investor. Further
information as to current and historical exchange rates between the U.S. dollar and the Specified Currency
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or, if the Bank thinks it appropriate, the Investor’s Currency and the Specified Currency may be contained in
the applicable Pricing Supplement.
Governments have imposed from time to time, and may in the future impose or modify, exchange
controls which could affect exchange rates as well as the availability of a specified foreign currency at thetime of payment of principal of, premium, if any, or interest on a Note. Even if there are no actual exchange
controls, it is possible that the Specified Currency for any particular Note may not be available when
payments on such Note are due.
Legal Investment Considerations
Investors should consult their own legal advisors in determining whether and to what extent Notes
constitute legal investments for such investors and whether and to what extent Notes can be used ascollateral for various types of borrowings. In addition, financial institutions should consult their legal
advisors or regulators in determining the appropriate treatment of Notes under any applicable risk-based
capital or similar rules.
Investors whose investment activities are subject to investment laws and regulations or to review or
regulation by certain authorities may be subject to restrictions on investments in certain types of debt
securities, which may include Notes. Investors should review and consider such restrictions prior toinvesting in Notes.

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FORM OF THE NOTES
Words and expressions defined or used in “Terms and Conditions of the Notes” shall have the same
meaning in this section.
The Bank and the relevant Dealer(s) shall agree on the form of Notes to be issued in respect of any
issue of Notes. The form may be either registered, bookentry (for Notes denominated and payable in U.S.
dollars to be cleared and settled through the Federal Reserve Banks) or bearer and will be specified in theapplicable Pricing Supplement. Notes issued by the Bank denominated in certain Specified Currencies may
only be issued in global form.
Fed Bookentry Notes
On initial issue, all Notes denominated and payable in U.S. dollars which will be cleared and settled
through the Federal Reserve Banks will be issued in uncertificated bookentry form only through the Federal
Reserve Bank of New York and held by Holding Institutions designated by the relevant Dealer(s); provided
that, prior to initial issue, an investor may request that after initial issue its Fed Bookentry Notes be
exchanged for Definitive Fed Registered Notes. After initial issue, all Fed Bookentry Notes will continue tobe held by such Holding Institutions unless an investor arranges for the transfer of its Fed Bookentry Notes
to another Holding Institution or requests Definitive Fed Registered Notes. An investor who requests
Definitive Fed Registered Notes must follow the procedures established for this purpose from time to timeby the Federal Reserve Bank of New York. Definitive Fed Registered Notes will be issued at the expense of
the Bank.
Registered Notes
Registered Notes of an issue of Notes sold in primary distribution entirely to investors in the UnitedStates shall, unless otherwise specified in the applicable Pricing Supplement, initially be represented by asingle Note in registered global form (a “Registered Global Note”) deposited on its Issue Date with Morgan
Guaranty Trust Company of New York (the “Custodian”) as custodian for, and registered in the name of anominee of, DTC (such a Registered Global Note being referred to herein as a “DTC Global Note”).
Registered Notes of an issue of Notes sold in primary distribution entirely to investors outside theUnited States shall, unless otherwise specified in the applicable Pricing Supplement, initially be represented
by one or more Registered Global Notes deposited on its or their Issue Date with the Custodian as depositaryfor, and registered in the name of a nominee of, whichever clearing system(s) is agreed between the Bankand the relevant Dealer(s) and is specified in the applicable Pricing Supplement.
Registered Notes of an issue of Notes sold in primary distribution both within the United States andoutside the United States shall, unless otherwise specified in the applicable Pricing Supplement, initially be
represented by one or more Registered Global Notes. A DTC Global Note in respect of sales of Notes within
the United States will be deposited on its Issue Date with the Custodian as custodian for, and registered in
the name of a nominee of, DTC. The same or one or more other Registered Global Notes in respect of salesof Notes outside the United States will be deposited on its or their Issue Date with the Custodian as
depositary for, and registered in the name of a nominee of, either DTC or the relevant clearing system(s)agreed between the Bank and the relevant Dealer(s) and specified in the applicable Pricing Supplement.
Registered Notes may, if so specified in the applicable Pricing Supplement, initially be issued indefinitive registered form (“Definitive Registered Notes”). Otherwise, Definitive Registered Notes will only
be available (i) in the case of Notes initially issued as Bearer Notes, as described under “Bearer Notes” or (ii)in the case of Registered Notes initially issued as Registered Global Notes (other than Notes in certain
Specified Currencies), in certain circumstances described below. Definitive Registered Notes to be issued at
the request of a beneficial owner in respect of such owner’s Notes will be issued at the expense of suchowner.
Unless otherwise specified in the applicable Pricing Supplement, interests in a Registered Global Note
will be exchangeable for Definitive Registered Notes only if such exchange is permitted by applicable law
A00160449/0.1/15 Jun 1999

15

and (i) in the case of a DTC Global Note, DTC notifies the Bank that it is no longer willing or able todischarge properly its responsibilities as depositary with respect to the DTC Global Note, or ceases to be a“clearing agency” registered under the U.S. Securities Exchange Act of 1934, as amended (the “ExchangeAct”), or is at any time no longer eligible to act as such and the Bank is unable to locate a qualified successor
within 90 days of receiving notice of such ineligibility on the part of DTC, (ii) in the case of any otherRegistered Global Note, if the clearing system(s) through which it is cleared and settled is closed forbusiness for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or
announces an intention permanently to cease business or does in fact do so, (iii) the Bank, upon the requestof a holder, elects to issue Definitive Registered Notes or (iv) a Noteholder has instituted any judicial
proceeding in a court to enforce its rights under the Notes and such Noteholder has been advised by counsel
that in connection with such proceeding it is necessary or appropriate for such Noteholder to obtainpossession of its Notes. In such circumstances, the Bank will cause sufficient Definitive Registered Notes tobe executed and delivered as soon as practicable (and in any event within 45 days of the occurrence of suchcircumstances) to the Registrar for completion, authentication and delivery to the relevant Noteholder(s). A
person having an interest in a Registered Global Note must provide the Registrar with a written ordercontaining instructions and such other information as the Bank and the Registrar may require to complete,execute and deliver such Definitive Registered Notes.
DTC has advised the Bank that it will take any action permitted to be taken by a holder of Registered
Notes (including, without limitation, the presentation of DTC Global Notes for exchange as described above)
only at the direction of one or more participants in whose account with DTC interests in DTC Global Notes
are credited and only in respect of such portion of the aggregate principal amount of the relevant DTC
Global Notes as to which such participant or participants has or have given such direction. However, in thecircumstances described above, DTC will surrender the relevant DTC Global Notes for exchange forDefinitive Registered Notes.
While a DTC Global Note is deposited with DTC or its custodian, Definitive Registered Notes will not
be eligible for clearing or settlement through DTC or any other clearing system.
Bearer Notes
Except as provided below or specified in the applicable Pricing Supplement, Notes in bearer form
comprising an issue of Notes will initially be represented by a Note in temporary global bearer form (a“Temporary Global Note”), without Coupons, which will be deposited with a common depositary on behalfof Euroclear and Cedel on the relevant Issue Date. Interests in a Temporary Global Note will be
exchangeable in whole or in part for interests in a Note in permanent global bearer form (a “Permanent
Global Note”), without Coupons, representing Bearer Notes of the relevant issue or, if and to the extent
specified in the applicable Pricing Supplement, for definitive Bearer Notes (“Definitive Bearer Notes”), forinterests in a Registered Global Note or for Definitive Registered Notes; provided, however, that Deutschemark denominated Bearer Notes cleared through DKV will be represented at all times by a Temporary
Global Note or a Permanent Global Note and Deutsche mark denominated Definitive Bearer Notes will not
be issued under any circumstances. Bearer Notes may be exchanged for Definitive Registered Notes if and to
the extent specified in the applicable Pricing Supplement. Unless otherwise agreed between the Bank and therelevant Dealer, Definitive Bearer Notes to be issued at the request of a holder in respect of such holder’sholding of Notes will be issued at the expense of such holder.
Each Temporary Global Note and each Permanent Global Note will contain provisions which apply to
the Bearer Notes while they are in global form, some of which supplement the terms and conditions of theNotes set out in this Prospectus. The following is a summary of certain of those provisions:Exchange. A Temporary Global Note is exchangeable in whole or in part (free of charge to theholder) (a) for interests in a Permanent Global Note representing Bearer Notes or, if and to the extent
specified in the applicable Pricing Supplement, for Definitive Bearer Notes, for interests in a Registered
Global Note or for Definitive Registered Notes, in each case not earlier than 40 days after the closing
date of the relevant issue upon certification as to non-U.S. beneficial ownership by the relevant clearing
A00160449/0.1/15 Jun 1999

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system in the form set out in the Global Agency Agreement and (b) in certain circumstances, forinterests in a Registered Global Note or for Definitive Registered Notes during such 40 day period.
A Permanent Global Note (other than for Notes denominated in certain Specified Currencies) is
exchangeable in whole (free of charge to the holder) for Definitive Bearer Notes if the Permanent
Global Note is held on behalf of a clearing system and such clearing system is closed for business for acontinuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces anintention permanently to cease business or does in fact do so, by such holder giving notice to the Global
Agent. A Permanent Global Note is also exchangeable in whole or in part (free of charge to the holder)for interests in a Registered Global Note or a Definitive Registered Note on or after the Exchange Date,
if and to the extent specified in the applicable Pricing Supplement. On or after any Exchange Date (asdefined below), the holder of a Permanent Global Note may surrender the Permanent Global Note to or
to the order of the Global Agent. In exchange for the Permanent Global Note, the Bank will deliver, orcause the delivery of, an equal aggregate principal amount of duly executed and authenticatedDefinitive Bearer Notes (having attached to them all Coupons and Talons in respect of interest which
has not already been paid on the Permanent Global Note and security-printed in accordance with any
applicable legal and stock exchange requirements), Registered Global Note(s) or Definitive Registered
Note(s), as the case may be, each in or substantially in the form attached to the Global Agency
Agreement. On exchange in full of the Permanent Global Note, the Bank will, if the holder so requests,
ensure that it is cancelled and returned to the holder.
“Exchange Date” means a day falling, in the case of exchange for Definitive Bearer Notes, not lessthan 40 days, and, in the case of exchange for Definitive Registered Notes or interests in a Registered
Global Note, not less than five days, after the day on which the notice requiring exchange is given andon which banks are open for business in the city in which the specified office of the Global Agent islocated and, if applicable, in the cities in which the relevant clearing systems are located.
Payments. Prior to exchange, payments on a Temporary Global Note will be made only against
certification of non-U.S. beneficial ownership by the relevant clearing system. On or after the time forexchange, no payments will be made on the Temporary Global Note unless exchange for interests in a
Permanent Global Note (or, if specified in the applicable Pricing Supplement, for Definitive Bearer
Notes, Definitive Registered Notes or interests in a Registered Global Note) is improperly withheld orrefused. Payments of principal and interest in respect of Bearer Notes represented by a Permanent
Global Note will be made against presentation for endorsement and, if no further payment is to be madein respect of the Bearer Notes, surrender of the Permanent Global Note to or to the order of the Global
Agent or such other Paying Agent as shall have been provided in a notice to the Noteholders for such
purpose. A record of each payment so made will be endorsed in the appropriate schedule to thePermanent Global Note, which endorsement will be prima facie evidence that such payment has been
made in respect of the Bearer Notes.
Notices. So long as Bearer Notes are represented by a Permanent Global Note and the Permanent
Global Note is held on behalf of a clearing system, notices to Noteholders may be given by delivery of
the relevant notice to that clearing system for communication by it to entitled accountholders, exceptthat if and so long as the Bearer Notes are listed on the Luxembourg Stock Exchange or the Paris Stock
Exchange and the rules of that Exchange so require, notices shall also be published, in the case of Notes
listed on the Luxembourg Stock Exchange, in a leading daily newspaper in either the French or German
language and of general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or,in the case of Notes listed on the Paris Stock Exchange, in a leading daily newspaper in the French
A00160449/0.1/15 Jun 199917

language and of general circulation in France (which is expected to be either La Tribune Desfosses or
Les Echos).
Prescription. Other than for Notes governed by the laws of the State of New York, claims against
the Bank for principal and interest in respect of a Permanent Global Note will become prescribed unlessthe Permanent Global Note is presented for payment within the number of years from the appropriate
Relevant Date (as described in Condition 8) as specified in the applicable Pricing Supplement.
Purchase and cancellation. Cancellation of any Bearer Note which the Bank elects to be cancelled
following its purchase will be effected by reduction in the principal amount of the Permanent Global
Note.
Default. The holder of a Permanent Global Note may cause the Permanent Global Note or a
portion of it to become due and repayable in circumstances described in Condition 9 by stating in thenotice to the Bank the principal amount of Notes which is being declared due and repayable. Following
the giving of notice of an event of default, the holder of a Permanent Global Note which is governed by
English law and executed as a deed poll may elect that the Permanent Global Note becomes void as to a
specified portion and that the persons entitled to such portion as accountholders with a clearing system
acquire direct enforcement rights against the Bank under further provisions of the Permanent Global
Note.
Redemption at the option of the Bank. No drawing of Notes will be required under Condition 6(e)in the event that the Bank exercises its call option set forth in that Condition while an issue of Bearer
Notes is represented by a Permanent Global Note in respect of less than the aggregate Principal Amountof such Bearer Notes then outstanding. In these circumstances, the relevant clearing systems will
allocate the redemption of Bearer Notes as between holders.
Redemption at the option of a Noteholder. Any Noteholders’ option set out in Condition 6(f) torequire the Bank to redeem Notes may be exercised by the holder of a Permanent Global Note giving
notice to the Global Agent of the principal amount of Bearer Notes in respect of which the option is
exercised and presenting the Permanent Global Note for endorsement of exercise within the time limits
specified in Condition 6(f).

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TERMS AND CONDITIONS OF THE NOTESThe following is the text of the terms and conditions which, subject to completion and amendment andas supplemented, varied or substituted in accordance with the provisions of the applicable Pricing
Supplement, will apply to the issue of Notes referred to in such Pricing Supplement.
The Registered Notes (as defined in Condition 1(a)) and the Bearer Notes (as defined in Condition 1(a))
are issued in accordance with a global agency agreement dated as of April 15, 1994 (as amended andsupplemented from time to time, the “Global Agency Agreement”) and made between the Bank and Morgan
Guaranty Trust Company of New York, acting through its London office (the “Global Agent” which
expression shall include any successor global agent under the Global Agency Agreement). The Global
Agency Agreement includes forms of the Notes (other than Fed Bookentry Notes (as defined in Condition
1(a))) and the Coupons (if any) relating to such Notes (the “Coupons”) and the Talons (if any) for further
Coupons relating to such Notes (the “Talons”). Copies of the Global Agency Agreement are available forinspection at the specified offices of each of the Global Agent and Calculation Agent, the Exchange Agent,
the Registrar, the Transfer Agents and the Paying Agents (each as defined below). The Global Agency
Agreement provides for the appointment of other agents, including a calculation agent (the “Calculation
Agent”, which expression shall mean in respect of any issue of Notes any other calculation agent appointed
in respect of such issue pursuant to the Global Agency Agreement or another agreement and designated assuch on such Notes), an exchange agent (the “Exchange Agent”), one or more paying agents (together with
the Global Agent, the “Paying Agents”), one or more transfer agents (together, the “Transfer Agents”) and aregistrar (the “Registrar”). The Global Agent, the Calculation Agent, the Exchange Agent, the Registrar, theTransfer Agents, the Paying Agents and the Federal Reserve Bank of New York are together referred toherein as the “Agents”. The Noteholders (as defined in Condition 1(c)) and the holders of the Coupons (ifany) and, where applicable, Talons (the “Couponholders”) are deemed to have notice of all of the provisionsof the Global Agency Agreement applicable to them.
The Fed Bookentry Notes and the Definitive Fed Registered Notes (as defined in Condition 1(a)) are
issued in accordance with a master fiscal agency agreement dated as of November 30, 1983 and Supplement
No. 62 dated as of April 15, 1994 (together, and as further amended and supplemented from time to time, the“Fiscal Agency Agreement”) and made between the Bank and the Federal Reserve Bank of New York, as
fiscal and paying agent (the “Fiscal Agent”). Copies of the Fiscal Agency Agreement are available forinspection at the specified offices of each of the Fiscal Agent and the Global Agent.
References in these Conditions to terms specified on a Note shall, for Notes which are not individuallycertificated Definitive Registered Notes (as defined in Condition 1(a)), Definitive Fed Registered Notes ordefinitive Bearer Notes, be deemed to include references to terms specified in the applicable pricing
supplement issued in respect of a particular issue of Notes of which such Note forms a part (each a “Pricing
Supplement”) and which will be attached to such Note. References in these Conditions to terms specified on
a Fed Bookentry Note shall be deemed to be references to the form of the Definitive Fed Registered Note in
the possession of the Federal Reserve Bank of New York together with the Pricing Supplement applicable tosuch Fed Bookentry Note.
1. Form, Denomination, Title and Currency(a) Form: Each issue of Notes of which this Note forms a part (the “Notes”) is issued as:(i)registered notes (“Registered Notes”, other than those issued in exchange for Fed Bookentry
Notes (as defined in Condition 1(a)(ii))) in the principal amount specified on such Notes (the“Principal Amount”) of an Authorized Denomination (as defined in Condition 1(b));(ii)

uncertificated bookentry notes (“Fed Bookentry Notes”) in the Principal Amount of an
Authorized Denomination, which Fed Bookentry Notes may be exchanged for registerednotes (“Definitive Fed Registered Notes”) as provided in Condition 2(b); and/or(iii)

bearer notes (“Bearer Notes”) in the Principal Amount of an Authorized Denomination,

A00160449/0.1/15 Jun 199919

as specified on such Note, and these Conditions must be read accordingly. An issue of Notes may compriseeither Registered Notes only, Registered Notes and Bearer Notes only, Fed Bookentry only (except asprovided in Condition 2(b)) or Bearer Notes only.
A certificate will be issued to each holder of Registered Note(s) in respect of its registered holding or
holdings. Each Registered Note will be numbered serially with an identifying number which will be recordedin the register (the “Register”) which the Bank shall cause to be kept by the Registrar. A Definitive Fed
Registered Note will be issued to each person with an interest in a Fed Bookentry Note in respect of suchinterest upon request as provided in Condition 2(b). Each Definitive Fed Registered Note will be numberedwith an identifying number which will be recorded by the Fiscal Agent in accordance with its customary
procedures.
Bearer Notes bearing interest are issued with Coupons and, where appropriate, Talons attached.
(b) Denomination: “Authorized Denomination” means the denomination or denominations specified
on such Note. Bearer Notes of one Authorized Denomination may not be exchanged for Bearer Notes ofanother Authorized Denomination (if any).
(c) Title:(i)

Title to Registered Notes shall pass by registration in the Register or otherwise in accordancewith applicable law.

(ii)

The Bank may deem and treat the Federal Reserve Bank of New York, in respect of all Fed
Bookentry Notes, and the registered owner, in respect of any Definitive Fed Registered Note,as the absolute owner thereof for all purposes whatsoever notwithstanding any notice to thecontrary and all payments to or on the order of the Federal Reserve Bank of New York andsuch registered owner, respectively, shall be valid and effective to discharge the liability of
the Bank with respect to such Fed Bookentry Notes and such Definitive Fed Registered
Notes, respectively, to the extent of the sum or sums so paid. As custodian of Fed Bookentry
Notes, the Federal Reserve Bank of New York may deem and treat other Federal Reserve
Banks and Branches and Holding Institutions (as defined below) located in the Second
Federal Reserve District holding any Fed Bookentry Notes as the absolute owner thereof for
all purposes whatsoever notwithstanding any notice to the contrary; and all payments to or on
the order of such Federal Reserve Banks or Branches or Holding Institutions, as the case may
be, shall be valid and effective to discharge the liability of the Bank with respect to such Fed
Bookentry Notes to the extent of the sum or sums so paid. A “Holding Institution” is a
depositary or other designated institution that has an appropriate bookentry account with aFederal Reserve Bank or Branch.

(iii)

Title to Bearer Notes, the Coupons appertaining thereto and, where applicable, the Talonsappertaining thereto shall pass by delivery.

In these Conditions, “Noteholder” and, in relation to a Note, Coupon or Talon, “holder”, means (i) the
person in whose name a Registered Note or a Definitive Fed Registered Note is registered, (ii) the Federal
Reserve Bank of New York for Fed Bookentry Notes and (iii) the bearer of any Bearer Note, Coupon or
Talon, as the case may be. The holder of any Note, Coupon or Talon shall be deemed to be and may betreated as the absolute owner of such Note, Coupon or Talon, as the case may be, for the purpose ofreceiving payment thereof or on account thereof and for all other purposes, whether or not such Note,
Coupon or Talon shall be overdue and all payments on a Note or Coupon to such holder shall be valid andeffectual to discharge the liability of the Bank in respect of such Note or Coupon to the extent of the sum orsums so paid.
(d) Specified Currency: The Specified Currency of any Note, and, if different, any Specified Interest
Payment Currency and/or Specified Principal Payment Currency are as specified on such Note.
2.

Transfers and Exchanges(a) Transfer and Exchange of Registered Notes:

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(i)

A Registered Note may be transferred in whole or in part in an Authorized Denomination
upon the surrender of the certificate issued in respect of the Registered Note to be transferred,
together with the form of transfer endorsed on it duly completed and executed, at the
specified office of the Registrar or any Transfer Agent. In the case of a transfer of only partof such a Registered Note, a new Registered Note in respect of the balance not transferred
will be issued to the transferor. Each new Registered Note to be issued upon transfer of sucha Registered Note will be mailed to such address as may be specified in such form of transfer
at the risk of the holder entitled to the new Registered Note in accordance with the customary
procedures of such Registrar or Transfer Agent.

(ii)

A Definitive Fed Registered Note may be transferred in whole or in part in an Authorized
Denomination upon surrender of the Definitive Fed Registered Note to be transferred,
together with the form of transfer endorsed on it duly completed and executed by the holder
or its attorney-in-fact duly authorized in writing, at the office of the Fiscal Agent in New
York City. In the case of transfer of only part of a Definitive Fed Registered Note, a new
Definitive Fed Registered Note in respect of the balance not transferred will be issued to thetransferor. Each new Definitive Fed Registered Note to be issued upon transfer of such a
Registered Note will be mailed to such address as may be specified in such form of transfer at
the risk of the holder entitled to the new Definitive Fed Registered Note in accordance with
the Fiscal Agent’s customary procedures.

(iii)

Neither Registered Notes nor Definitive Fed Registered Notes may be exchanged for Bearer
Notes.

(b) Transfer and Exchange of Fed Bookentry Notes: Fed Bookentry Notes may be transferred between
Holding Institutions, in Federal Reserve Districts where the respective Federal Reserve Banks have adopted
appropriate procedures, in accordance with such procedures. Fed Bookentry Notes may be exchanged free ofcharge for Definitive Fed Registered Notes of any Authorized Denomination in the same aggregate principal
amount in accordance with procedures established for this purpose from time to time by the Federal Reserve
Bank of New York. Definitive Fed Registered Notes may be exchanged free of charge, on surrender of such
Notes at the specified office of the Fiscal Agent in New York City, for Fed Bookentry Notes of any
Authorized Denomination in the same aggregate principal amount.
(c) Exchange of Bearer Notes: Bearer Notes may be exchanged for the same aggregate principal
amount of Registered Notes of any Authorized Denomination at the request in writing of the Noteholder andupon surrender of the Bearer Note to be exchanged (together with all unmatured Coupons and unexchanged
Talons relating to it) to the office of any Transfer Agent. Where a Bearer Note is surrendered for exchange
after the Record Date (as defined in Condition 7(a)(i)) for any payment of interest, the Coupon in respect ofthat payment of interest need not be surrendered with it. Each new Registered Note to be issued uponexchange of Bearer Notes will be mailed to such address as may be specified in such request at the risk of
the holder entitled to the new Registered Note in accordance with the customary procedures of such Transfer
Agent.
(d) Transfers and Exchanges: Exchanges and registrations of transfer will be effected without charge
by or on behalf of the Bank or the relevant Agent. However, except for exchanges under Condition 2(b) andtransfers under Condition 2(a)(ii), the transferor or holder requesting an exchange shall bear the expense of
the issue and delivery of any Registered Note and shall make any payment (or shall give such indemnity as
the Registrar or the relevant Transfer Agent may require) in respect of any tax or other governmental charges
which may be imposed in relation to it.
(e) Closed Periods: No Noteholder may require the transfer of a Registered Note or Definitive Fed
Registered Note to be registered or the exchange of a Bearer Note to be effected (i) in the case of a transfer
of a Registered Note or exchange of a Bearer Note, during the period of 15 days ending on the due date forany payment of principal (being, for the purposes of these Conditions, unless the context requires otherwise,
the amount payable on redemption of a Note) of that Note, or, in the case of a transfer or exchange of a
Definitive Fed Registered Note or exchange of a Fed Bookentry Note, during the period of ten days endingon the due date of any payment of principal of or interest on that Note, (ii) during the period of notice
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pursuant to Condition 6(e), for any Notes which may be redeemed by the Bank at its option pursuant thereto,or (iii) after any such Note has been called for redemption in whole or in part. A Bearer Note called forredemption may, however, be exchanged for a Registered Note which is simultaneously surrendered not later
than the relevant Record Date (as defined in Condition 7(a)).
(f) Provisions Concerning Transfers: All transfers of Registered Notes and entries on the Register will
be made in accordance with the relevant procedures of the Global Agent and the relevant clearing systems. A
copy of the relevant procedures will be made available by the Global Agent to any holder of a Registered
Note upon request.
3. Status
The Notes constitute direct, unsecured obligations of the Bank ranking pari passu, without any
preference among themselves, with all its other obligations that are unsecured and unsubordinated.
The Notes are not obligations of any government.
4. Negative Pledge
As long as any of the Notes shall be outstanding and unpaid, but only up to the time all amounts ofprincipal and interest have been paid to the Global Agent or the Fiscal Agent, as the case may be, the Bank
will not cause or permit to be created on any of its property or assets any mortgage, pledge or other lien or
charge as security for any bonds, notes or other evidences of indebtedness at any time issued, assumed or
guaranteed by the Bank for money borrowed (other than any purchase money mortgage, or other pledge orlien, on property purchased by the Bank as security for all or any part of the purchase price thereof, any lienarising in the ordinary course of business and securing a debt maturing not more than one year after the dateon which such lien is incurred, or any extension or renewal of any of the foregoing), unless the Notes shallbe secured by such mortgage, pledge or other lien or charge equally and ratably with such other notes, bonds
or evidences of indebtedness.
5. Interest
One or more of the following provisions apply to each Note, as specified on such Note.
(I) Fixed Interest Rates
The following provisions in this Condition 5(I) apply to a Note the interest basis for which is specified
on such Note as being “Fixed Interest Rate”.
(a) Interest Rate and Accrual: Each Note bears interest on its Calculation Amount (as defined in
Condition 5(III)) from and including the Interest Commencement Date (as defined in Condition 5(III)) in
respect thereof or from the most recent Fixed Rate Interest Payment Date specified on such Note to whichinterest has been paid or duly provided for, to but excluding the next following Fixed Rate Interest Payment
Date at the rate per annum (expressed as a percentage) equal to the Interest Rate specified on such Notepayable on each Fixed Rate Interest Payment Date in each year and on the Maturity Date specified on such
Note if that date does not fall on a Fixed Rate Interest Payment Date.
The first payment of interest will be made on the Fixed Rate Interest Payment Date next following therelevant Interest Commencement Date. If the Interest Commencement Date is not a Fixed Rate Interest
Payment Date, the first payment of interest will be the amount specified on the Note as being the Initial
Broken Amount. If the Maturity Date is not a Fixed Rate Interest Payment Date, interest from and including
the preceding Fixed Rate Interest Payment Date (or from and including the Interest Commencement Date, as
the case may be) to but excluding the Maturity Date will be the amount specified on the Note as being the
Final Broken Amount.
Interest will cease to accrue on each Note on the due date for redemption thereof unless, upon due
presentation thereof, payment of principal is improperly withheld or refused, in which event interest willcontinue to accrue at the Interest Rate and in the manner provided in this Condition 5(I) to the Relevant Date(as defined in Condition 8).
A00160449/0.1/15 Jun 199922

(b) Calculations: Interest in respect of a period of less than the period between Fixed Rate Interest
Payment Dates (or, in the case of the first interest period, the period between the Interest Commencement
Date and the first Fixed Rate Interest Payment Date) will be calculated using the applicable Fixed Rate Day
Count Fraction(s) which, unless otherwise specified on the relevant Note, will be a fraction of the numeratorof which is the number of days, in the relevant period based on a year of 12 months of 30 days each and thedenominator of which is 360.
(II) Variable Interest Rates
The following provisions in this Condition 5(II) apply to a Note the interest basis for which is specified
on such Note as being “Variable Interest Rate”.
(a) Interest Payment Dates: Each Note bears interest on its Calculation Amount (as defined in
Condition 5(III)) from and including the Interest Commencement Date (as defined in Condition 5(III)) in
respect thereof and such interest will be payable on each Interest Payment Date (as defined in Condition
5(III)).
Interest will cease to accrue on each Note on the due date for redemption thereof unless, upon due
presentation thereof, payment of principal is improperly withheld or refused, in which event interest willcontinue to accrue at the rate and in the manner provided in this Condition 5(II) to the Relevant Date (asdefined in Condition 8).
(b) Rate of Interest: Each Note bears interest at a variable rate which may be based on one or moreinterest rate, exchange rate or equity indices or as otherwise specified on such Note. The dates on whichinterest shall be payable on a Note, the basis for calculation of each amount of interest payable in respect ofsuch Note on each such date and on any other date on which interest becomes payable in respect of suchNote, and the rate (or the basis of calculation of such rate) at which interest will accrue in respect of any
overdue principal shall be as set out below, unless otherwise specified on such Note. Subject to Condition
5(II)(d), if applicable, the rate of interest (“Rate of Interest”) payable from time to time will, unlessotherwise specified on such Note, be determined by the Calculation Agent on the basis of the following
provisions:(i)

At or about the Relevant Time (as defined in Condition 5(III)) on the relevant Interest
Determination Date (as defined in Condition 5(III)) in respect of each Interest Period (asdefined in Condition 5(III)), the Calculation Agent will:(A) if a Note specifies that the “Primary Source for Interest Rate Quotations” shall bederived from a specified page, section or other part of a particular information service(each as specified on such Note), determine the Rate of Interest for such Interest Period
which shall, subject as provided below, be (x) the Reference Rate (as defined in
Condition 5(III)) so appearing in or on that page, section or other part of suchinformation service (where such Reference Rate is a composite quotation or interest rate
per annum or is customarily supplied by one entity) or (y) the arithmetic mean of theReference Rates of the persons at that time whose Reference Rates so appear in or onthat page, section or other part of such information service, in any such case in respectof deposits in the relevant Specified Currency for a period equal to the duration of such
Interest Period; and(B) if a Note specifies that the “Primary Source of Interest Rate Quotations” shall be theReference Banks specified on such Note and in the case of a Note falling withinparagraph (i)(A) above but in respect of which (x) no Reference Rate appears at or aboutsuch Relevant Time or (y) the Rate of Interest for which is to be determined byreference to quotations of persons appearing in or on the relevant page, section or otherpart of such information service as provided in paragraph (i)(A) but in respect of whichless than two Reference Rates appear at or about such Relevant Time, request the
principal offices in the Relevant Banking Center (as defined in Condition 5(III)) of eachof the Reference Banks shown on such Notes (or, as the case may be, any Reference

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Bank appointed from time to time pursuant to Condition 5(II)(g)) to provide theCalculation Agent with its Reference Rate quoted to leading banks for deposits in therelevant Specified Currency for a period equivalent to the duration of such Interest
Period. Where this Condition 5(II)(b)(i)(B) shall apply, the Rate of Interest for the
relevant Interest Period shall, subject as provided below, be the arithmetic mean of such
Reference Rates as calculated by the Calculation Agent.
(ii)

If at or about the Relevant Time on any Interest Determination Date where the Rate ofInterest is to be determined pursuant to Condition 5(II)(b)(i)(B) in respect of a Note only twoor three of such Reference Banks provide such relevant quotations, the Rate of Interest for
the relevant Interest Period shall, subject as provided below, be determined as provided in
Condition 5(II)(b)(i)(B) on the basis of the Reference Rates quoted by such Reference Banks.

(iii)

If at or about the Relevant Time on any Interest Determination Date where the Rate ofInterest is to be determined pursuant to Condition 5(II)(b)(i)(B) in respect of a Notedenominated in a currency other than ECU (as described in Condition 7(g)), only one or noneof such Reference Banks provide such Reference Rates, the Rate of Interest for the relevantInterest Period shall, subject as provided below, be whichever is the higher of:(A) The Rate of Interest in effect for the last preceding Interest Period to which Condition
5(II)(b)(i)(A) or (B) or Condition 5(II)(b)(ii) shall have applied; and(B) the rate per annum (expressed as a percentage) which the Calculation Agent determines
to be the arithmetic mean of the Relevant Rates in respect of the relevant Specified
Currency which banks in the Relevant Financial Center for such Specified Currency
selected by the Calculation Agent (after consultation with the Bank) are quoting at or
about the Relevant Time on the relevant Interest Determination Date for a period
equivalent to such Interest Period to leading banks carrying on business in that Relevant
Financial Center; provided, however, that, if the banks so selected by the Calculation
Agent are not quoting as aforesaid, the Rate of Interest shall, subject as provided below,
be the Rate of Interest specified in Condition 5(II)(b)(iii)(A).

(iv)

If at or about the Relevant Time on any Interest Determination Date where the Rate ofInterest is to be determined pursuant to Condition 5(II)(b)(i)(B) in respect of a Notedenominated in ECU, one only or none of the Reference Banks provide such Reference
Rates, the Calculation Agent will request each of the Reference Banks to provide theCalculation Agent with the Reference Rates quoted to them by leading banks in each relevantinterbank market for deposits in each of the then component currencies of the ECU (the“Relevant Currencies”) for the Interest Period concerned at or about the Relevant Time on
the relevant Interest Determination Date (provided that, if the ECU (as defined in Condition
7(g)(i)) is not then used as the unit of account of the EC (as defined in Condition 7(g)(i), nor
as the currency of the European Union the component currencies of the ECU shall be those
provided for under Condition 7(g)). The Rate of Interest for such Interest Period shall, subject
as provided below, be the arithmetic mean of the Reference Rates for the Relevant Currencies
so communicated by the Reference Banks or any two or more of them (if only two or more
Reference Banks provide such Reference Rates), weighted in the manner provided below, ascalculated by the Calculation Agent, provided that, if at or about the Relevant Time on any
Interest Determination Date, the Reference Banks or any two or more of them (if only two or
more Reference Banks provide such Reference Rates) do not provide Reference Rates for all
the Relevant Currencies but do provide such Reference Rates for Relevant Currencies
representing in aggregate 95 percent or more (determined by the Calculation Agent asprovided below) of one ECU on such Interest Determination Date, then the Rate of Interest
pursuant to this Condition 5(II)(b)(iv) shall be calculated on the basis of the Reference Rates
so provided, without taking into account the Relevant Currencies for which Reference Rates
are not provided.

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(v)

If at or about the Relevant Time on any Interest Determination Date where the Rate ofInterest is to be determined pursuant to Condition 5(II)(b)(i)(B) in respect of a Notedenominated in ECU, the Reference Banks or any two or more of them (if only two or more
Reference Banks provide such Reference Rates) provide the Calculation Agent with
Reference Rates pursuant to Condition 5(II)(b)(iv) for Relevant Currencies representing inaggregate less than 95 percent (determined as provided below) of one ECU on such Interest
Determination Date then, with respect to each of the Relevant Currencies for which
quotations are not so provided, the Calculation Agent shall determine such rate as isreasonably representative of the Reference Rate in respect of deposits in such Relevant
Currency of leading banks selected by it (after consultation with the Bank) in the Relevant
Financial Center for such Relevant Currency at or about the Relevant Time on the relevantInterest Determination Date for a period substantially co-extensive with such Interest Period.
If at or about the Relevant Time on any Interest Determination Date the Relevant Currencies
for which Reference Rates are provided by the Reference Banks pursuant to Condition
5(II)(b)(iv) and the Relevant Currencies for which rates as determined by the Calculation
Agent pursuant to this Condition 5(II)(b)(v) represent in aggregate 95 percent or more(determined as provided below) of one ECU on such Interest Determination Date, the Rate ofInterest for such Interest Period shall be calculated on the basis of such quotations and rates.

(vi)

If in respect of a Note denominated in ECU, the Calculation Agent is unable to determine theRate of Interest for an Interest Period in accordance with Condition 5(II)(b)(i), (ii), (iv) or (v),the Rate of Interest for such Interest Period shall be the Rate of Interest in effect for the last
preceding Interest Period to which Condition 5(II)(b)(i)(A) or (B) or 5(II)(b)(ii) shall haveapplied.

(vii)

For the purposes of this Condition 5(II)(b), the weighting to be given to a Relevant Currencyor the percentage which it bears to one ECU shall be determined by the Calculation Agent byreference to the proportion that the amount of such Relevant Currency included in one ECU
bears to one ECU and calculated on the basis of the U.S. dollar equivalent of each of theRelevant Currencies at or about the Relevant Time on the Interest Determination Date inquestion. Such U.S. dollar equivalent shall be determined by the Calculation Agent in themanner provided under Condition 7(g), except that for the purposes of this Condition 5(II)(b),(i) any reference therein to a Valuation Date (as defined in Condition 7(g)) shall be deemed
to refer to the Interest Determination Date in question, and (ii) if the ECU is being used as theunit of account of the EC or as the currency of the European Union on such Interest
Determination Date, the component currencies of the ECU shall be the currency amounts thatare component currencies of the ECU on such date.

(c) Minimum/Maximum Rates: If a Minimum Interest Rate is specified on a Note, then the Rate ofInterest shall in no event be less than such Minimum Interest Rate and if there is so specified a MaximumInterest Rate, then the Rate of Interest shall in no event exceed such Maximum Interest Rate.
(d) Rounding: The Calculation Agent shall, if necessary, round any Rate of Interest to the nearest onehundred thousandth of one percent.
(e) Determination of Rate of Interest and Calculation of Interest Amounts: The Calculation Agent will,
as soon as practicable after the Relevant Time on each Interest Determination Date, determine the Rate ofInterest and calculate the amount of interest payable (the “Interest Amount”) in respect of each Authorized
Denomination of the relevant Notes (in the case of Bearer Notes) and the minimum Authorized
Denomination (in the case of Registered Notes and Fed Bookentry Notes) for the relevant Interest Period.
Interest Amount(s) shall be calculated by applying the Rate of Interest adjusted, if necessary, by any Spread(as defined in Condition 5(III)) and/or any Spread Multiplier (as defined in Condition 5(III)) to each or theminimum Authorized Denomination, multiplying such product by the applicable Variable Rate Date Count
Fraction(s) which, unless otherwise specified on the relevant Note, will be a fraction the numerator of whichis the actual number of days in the relevant Interest Period and the denominator of which is 360 androunding, if necessary, the resultant figure to the nearest unit of the relevant currency (half of such unit being
A00160449/0.1/15 Jun 199925

rounded upwards or, in the case of yen, downwards) or, in the case of ECU, rounding, if necessary, to thenearest 0.01 ECU (0.005 ECU being rounded upwards). The determination of the Rate of Interest and theInterest Amounts by the Calculation Agent shall (in the absence of manifest error) be final and binding upon
all parties.
(f) Notification of Rate of Interest and Interest Amounts: The Calculation Agent will cause the Rate ofInterest and the Interest Amounts for each Interest Period and the relevant Interest Payment Date to beprovided to the Bank, each of the Agents and, if the relevant Notes are at such time listed on any Stock
Exchange (each an “Exchange”), the Exchange as soon as possible after their determination but in no event
later than two Relevant Business Days after the date of their determination. The Calculation Agent will also
cause the same information to be provided to Noteholders in accordance with Condition 13 as soon as
possible after its determination but in no event later than the seventh calendar day thereafter. The Interest
Amounts and the Interest Payment Date so published may subsequently be amended (or appropriate
alternative arrangements made by way of adjustment) without notice in the event of an extension or
shortening of the Interest Period.
(g) Calculation Agent and Reference Banks: The Bank will ensure that, as long as any Note to which
this Condition 5(II) applies remains outstanding, there shall always be a Calculation Agent for such Note andso long as the Primary Source for Interest Rate Quotations for such Note is Reference Banks, there shall at
all times be four Reference Banks for such Note with offices in the Relevant Banking Center. The Bank will
also ensure that, in the case of any Note falling within Condition 5(II)(b)(i)(A) in respect of which no
Reference Rate appears at or about the Relevant Time, or in respect of which less than two Reference Rates
appear at or about the Relevant Time, there shall be four Reference Banks for such Note with offices in the
Relevant Banking Center. If any Reference Bank (acting through its relevant office) is unable or unwilling tocontinue to act as a Reference Bank then the Bank will appoint another Reference Bank with an office in the
Relevant Banking Center to act as Reference Bank in its place. If the Calculation Agent is unable orunwilling to act as such or if the Calculation Agent fails duly to establish the Rate of Interest for any Interest
Period or to calculate the Interest Amounts, the Bank will appoint the New York or London office of aleading bank engaged in the international interbank markets to act as Calculation Agent in its place. The
Calculation Agent may not resign its duties without a successor having been appointed.
(III) Definitions
As used in these Conditions:“Business Day Convention” means, in the case of Fed Bookentry Notes, the “Following Business Day
Convention” referred to in paragraph (C) below, and in the case of all other Notes, either:(A) the “FRN Convention”, in which case interest on a Note shall be payable on each Interest Payment
Date which numerically corresponds to its Interest Commencement Date or, as the case may be, thepreceding Interest Payment Date in the calendar month which is the Specified Interest Period specified onsuch Note after the calendar month in which such Interest Commencement Date or, as the case may be, thepreceding Interest Payment Date occurred, provided that:(1) if there is no such numerically corresponding day in the calendar month in which an
Interest Payment Date should occur, then the relevant Interest Payment Date will be the last day
which is a Relevant Business Day (as defined below) in that calendar month;(2) if an Interest Payment Date would otherwise fall on a day which is not a Relevant
Business Day, then the relevant Interest Payment Date will be the first following day which is a
Relevant Business Day unless that falls in the next calendar month, in which case it will be thefirst preceding day which is a Relevant Business Day; and(3) if such Interest Commencement Date or the preceding Interest Payment Date occurredon the last day in a calendar month which was a Relevant Business Day, then all subsequentInterest Payment Dates will be the last day which is a Relevant Business Day in the calendar
month which is the Specified Interest Period after the calendar month in which such Issue Date orsuch other date or, as the case may be, the preceding Interest Payment Date occurred; orA00160449/0.1/15 Jun 1999

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(B) the “Modified Following Business Day Convention”, in which case interest on a Note shallbe payable on such Interest Payment Dates as may be specified on such Note, provided that, if any
Interest Payment Date would otherwise fall on a date which is not a Relevant Business Day, therelevant Interest Payment Date will be the first following day which is a Relevant Business Day unlessthat day falls in the next calendar month, in which case the relevant Interest Payment Date will be thefirst preceding day which is a Relevant Business Day; or(C) the “Following Business Day Convention”, in which case interest on a Note shall bepayable on such Interest Payment Dates as may be specified on such Note, provided that, if any Interest
Payment Date would otherwise fall on a date which is not a Relevant Business Day, the relevantInterest Payment Date will be the first following day which is a Relevant Business Day; or(D)such other Business Day Convention as may be specified on the relevant Note.

“Calculation Amount” means the amount specified as such on any Note or, if no such amount is so
specified, the Principal Amount of such Note as specified on such Note or, if such Note is partly paid, thepaid-up amount or, if such Note is amortizing or redeemed in part, the amount outstanding.
“Interest Commencement Date” means, in the case of the first issue of a Note or Notes of a particularissue of Notes, the date of issue of such Note or Notes (the “Issue Date”) or such other date as may be
specified as the Interest Commencement Date on such Note and, in the case of a further issue of a Note or
Notes on substantially identical terms, the most recent Fixed Rate Interest Payment Date or, as the case may
be, Interest Payment Date in relation to such first issue immediately preceding the date on which such further
Note or Notes are issued or if there is no such date, the Interest Commencement Date in respect of such firstissue, or in any case such other date as may be specified as the Interest Commencement Date on such Note.
“Interest Determination Date” means, in respect of any Interest Period, that number of days (if any)
specified on the relevant Note on which banks and foreign exchange markets are open for business in the
Relevant Banking Center prior to the first day of such Interest Period.
“Interest Payment Date” means each date specified on the relevant Note for the payment of interest or,
if no date is so specified, each date which falls the Specified Interest Period after the preceding Interest
Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date, ineach case as adjusted by the Business Day Convention, if any, specified on such Note.
“Interest Period” means the period beginning on (and including) the Interest Commencement Date to(but excluding) the first Interest Payment Date and each successive period beginning on (and including) an
Interest Payment Date to (but excluding) the next succeeding Interest Payment Date.
“Reference Rate” means, for any Note, the bid, offered or mean of bid and offered rate, as specified onsuch Note, for the variable rate specified on such Note.
“Relevant Banking Center” means, for any Note, the Relevant Banking Center specified on such Note.
“Relevant Business Day” means:(E) in the case of a currency other than ECU, a day (other than a Saturday or a Sunday) on which banks
and foreign exchange markets are open for business in the Relevant Financial Center; and(F) in the case of ECU, a day (other than a Saturday or a Sunday) on which banks and foreignexchange markets are open for business in the Relevant Financial Center and which is not designated a nonsettlement day for ECU on the Reuters ISDE Page on the Reuter Monitor Money Rates Service or a day
designated by the ECU Banking Association if ECU Non-Settlement Days do not appear on that page or, if
no days are so designated, a day on which ECU interbank payments cannot be settled; or(G) in the case of any currency, a day on which banks and foreign exchange markets are open forbusiness in such other financial center or centers as specified on the relevant Note.
“Relevant Financial Center” means:

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(A) in the case of a currency other than ECU, the principal financial center for the relevant currency;
and(B) in the case of ECU, London or such other financial center or centers as specified on the relevant
Note.
“Relevant Time” means the local time in the Relevant Banking Center at which it is customary to
determine bid, offered and mean rates in respect of deposits in that currency in the interbank market in that
Relevant Banking Center.
“Spread” means the percentage rate per annum specified on the relevant Note.
“Spread Multiplier” means the percentage rate or number applied to the relevant Rate of Interest, as
specified on the relevant Note.
(IV) Zero Coupon
In the case of a Note the interest basis for which is specified on such Note as Zero Coupon, references
to the amount of interest payable in respect of a Note (other than as provided in Condition 9), Coupons andTalons in these Conditions are not applicable. If, upon the presentation of such a Note on or after the
Maturity Date, payment of principal is improperly withheld or refused, interest shall accrue (on the same
basis as that referred to in Condition 5(I)) thereon from the Maturity Date to the Relevant Date at a rate perannum (expressed as a percentage) equal to the Amortization Yield specified on such Note.
6. Redemption and Purchase(a) Final Redemption: Unless previously redeemed or purchased and cancelled as provided below,
each Note will be redeemed at its Redemption Amount (which shall be its Principal Amount or such amountas is specified on such Note or if the Note has a Variable Redemption Amount (as defined in Condition
6(d)), the amount calculated in accordance with Condition 6(d)) on the applicable Maturity Date specified onsuch Note or, where interest is calculated in accordance with Condition 5(II), on the applicable Interest
Payment Date falling in the applicable Redemption Month specified on such Note.
(b) Purchases: The Bank may at any time purchase or otherwise acquire Notes at any price (provided
that in the case of Bearer Notes they are purchased or acquired together with all unmatured Coupons andunexchanged Talons relating to them) in the open market or otherwise.
(c) Early Redemption of Notes for which the Interest Basis is Zero Coupon:
The following provisions in this Condition 6(c) apply to a Note the interest basis for which is specified
on such Note as being Zero Coupon.
(i)

The amount payable in respect of any Note upon redemption of such Note pursuant to, if
applicable, Condition 6(e) or (f) or upon it becoming due and payable as provided in
Condition 9, shall be the Amortized Face Amount (calculated as provided below) of such
Note.

(ii)

Subject to the provisions of Condition 6(c)(iii), the “Amortized Face Amount” of any Noteshall be the sum of (A) the Reference Price specified on the Note and (B) the aggregate
amortization of the difference between the Reference Price and the Principal Amount of theNote from the Issue Date to the date on which the Note becomes due and payable calculatedusing a rate per annum (expressed as a percentage) equal to the Amortization Yield specified
on the Note applied to the Reference Price in the manner specified on such Note. Where thespecified calculation is to be made for a period of less than one year, it shall be calculatedusing the applicable Fixed Rate Day Count Fraction(s) which, unless otherwise specified onsuch Note, will be a fraction the numerator of which is the number of days in the relevant
period based on a year of 12 months of 30 days each and the denominator of which is 360.

(iii)

If the amount payable in respect of any Note upon redemption of such Note pursuant to, if
applicable, Condition 6(e) or (f), or upon it becoming due and payable as provided in

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Condition 9, is not paid when due, the amount due and payable in respect of such Note shallbe the Amortized Face Amount of such Note as defined in Condition 6(c)(ii), except that
Condition 6 shall have effect as though the reference therein to the date on which the Notebecomes due and payable were replaced by a reference to the Relevant Date. The calculationof the Amortized Face Amount in accordance with this Condition 6(c)(iii) will continue to bemade (before and, to the extent permitted by applicable law, after judgment), until the
Relevant Date unless the Relevant Date falls on or after the Maturity Date, in which case theamount due and payable shall be the Principal Amount of such Note together with any
interest which may accrue in accordance with Condition 5(I).
(d) Redemption of Notes with Variable Redemption Amount: The basis for calculation of the amountpayable upon redemption of a Note with a Variable Redemption Amount under Condition 6(a) (“Variable
Redemption Amount”) and, if applicable, Condition 6(e) or (f), or upon such Note becoming due andpayable as provided in Condition 9, shall be specified on such Note.
(e) Redemption at the Option of the Bank: If so provided on a Note, the Bank may, on giving to theholder of such Note irrevocable notice of not more than the number of days nor less than the number of days
specified on such Note, redeem all or, if so stated on such Note, less than all of the Notes on the date or dates
specified on such Note (which shall, in the case of a Note the interest basis for which is specified on such
Note as being Variable Interest Rate, be an Interest Payment Date) at the amount specified on such Note as
the Early Redemption Amount Bank together with interest accrued to but excluding the date fixed forredemption. 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 6.
In the case of a partial redemption of Notes other than Fed Bookentry Notes and Definitive Fed
Registered Notes, the notice to Noteholders shall also contain the serial or other identifying numbers of theNotes to be redeemed, which shall have been drawn in such place as the Global Agent may approve and insuch manner as it deems appropriate, subject to compliance with any applicable laws and stock exchange
requirements. In the case of a partial redemption of Fed Bookentry Notes and Definitive Fed Registered
Notes, each such Note will be redeemed in the amount of its pro rata share of the aggregate amount of suchpartial redemption and thereafter shall be treated as being outstanding as to its unredeemed balance.
(f) Redemption at the Option of a Noteholder: If so provided on a Note, the Bank shall, at the option of
the holder of any such Note, redeem such Note on the date or dates specified on such Note (which shall, inthe case of a Note the interest basis for which is specified on the Note as being Variable Interest Rate, be an
Interest Payment Date) at the amount specified on such Note as the Early Redemption Amount Noteholder
together with interest accrued to but excluding the date fixed for redemption. The Bank may elect to give theholder of such Note notice, of not more than the number of days nor less than the number of days specified
on such Note prior to such date or dates, of the period for exercise of such option.
In the case of a Note which is not a Fed Bookentry Note or a Definitive Fed Registered Note, toexercise such option the holder must deposit (i) such Note with the Registrar or any Transfer Agent (in thecase of Registered Notes) or any Paying Agent (in the case of Bearer Notes) at their respective specified
offices and (ii) a duly completed notice of redemption (“Redemption Notice”) in the form obtainable fromany Agent, in each case not more than the number of days nor less than the number of days specified on such
Note prior to the relevant date for redemption. Unless otherwise specified on such Note, no Note (orRedemption Notice) so deposited may be withdrawn without the prior consent of the Bank and the Global
Agent. In the case of a Fed Bookentry Note, if the holder wishes to exercise such option, the holder must
give notice thereof to the Bank through the relevant Holding Institution. In the case of a Note which is a
Definitive Fed Registered Note, if the holder wishes to exercise such option, the holder must surrender its
Definitive Fed Registered Note to the Fiscal Agent simultaneously with its duly completed notice of election
to redeem.
(g) Cancellation: All Notes so redeemed will be cancelled forthwith and may not be resold or reissued.
All Notes so purchased or acquired and any unmatured Coupons attached to or purchased or acquired withsuch Notes may be cancelled or may be reissued or resold.
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7.

Payments(a) Registered Notes:(i)Payments of Principal and Interest

Payments of principal and interest in respect of Registered Notes will be made to the personshown on the Register at the close of business on the fifteenth day before the due date for payment
thereof (the “Record Date”). The Global Agent will make such payments (1) in respect of payments
denominated in a currency other than ECU, by transfer to an account in such currency (in the case of apayment in yen to a non-resident of Japan, a non-resident yen account) maintained by the payee with abank (in the case of a payment in yen to a non-resident of Japan an authorized foreign exchange bank)in the Relevant Financial Center of such currency, (2) in respect of payments denominated in ECU,
subject to Condition 7(g), by credit or transfer to an ECU account specified by the payee (and payments
in a component currency (if so determined in accordance with Condition 7(g)) will be made in thesubstitution currency (as defined in Condition 7(g)(ii)) by transfer to an account specified by the payeewith a bank in the Relevant Financial Center of the substitution currency) or (3) as may otherwise beprovided on such Notes, subject in each case to Condition 7(a)(iii). Payments of principal will only bemade against surrender of the relevant Registered Note at the specified office of any Transfer Agent.
Details of the account to which a registered holder’s payments will be transferred should be notified tothe specified office of the Global Agent before a Record Date.
Payments of principal and interest in respect of Definitive Fed Registered Notes are set out in
Condition 7(b).
(ii)

Payments by Check

A registered holder may elect to receive, at its option upon application by such holder to thespecified office of the Registrar or any Transfer Agent before a Record Date, or if it fails to nominate
an account to which transfers may be made a holder will receive, its payments of principal or interest bycheck drawn on the relevant bank provided for in Condition 7(a)(i). Payments by check will be mailed
to the holder (or to the first named of joint holders) of a Note at its address appearing in the Register
maintained by the Registrar.
(iii)

Payment Initiation

Where payment is to be made by transfer to an account in the relevant currency, payment
instructions (for value on the due date, or if that is not a Relevant Business Day, for value on the first
following day which is a Relevant Business Day) will be initiated, and, where payment is to be made bycheck, the check will be mailed on the last day on which the Global Agent is open for businesspreceding the due date for payment or, in the case of any payment of principal where the relevant
Registered Note has not yet been surrendered at the specified office of any Transfer Agent, on a day on
which the Global Agent is open for business and on which the relevant Registered Note is sosurrendered.
(iv)

Payments Through The Depository Trust Company

Registered Notes, if so specified on their face, will be issued in the form of one or morecertificates registered in the name of, or the name of a nominee for, The Depository Trust Company(“DTC”). Payments of principal and interest in respect of Registered Notes denominated in U.S. dollars
will be made in accordance with Conditions 7(a)(i), (ii) and (iii). Payments of principal and interest in
respect of Registered Notes denominated in a currency other than U.S. dollars will be made by the
Global Agent in the relevant currency in accordance with the following provisions. The amounts insuch currency payable by the Global Agent or DTC with respect to Registered Notes held through DTC
will be received by the Exchange Agent who will make payments in such currency by wire transfer ofsame day funds to the designated account in such currency of DTC participants entitled to receive therelevant payment who have made an irrevocable election at least 12 calendar days prior to the relevant
payment date to receive that payment in such currency. The Exchange Agent, after converting amounts
in such currency into U.S. dollars as necessary to make payments in U.S. dollars, will deliver U.S.
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dollar amounts in same day funds to DTC for payment through its settlement system to DTC
participants entitled to receive the relevant payment who have not elected to receive payments in suchcurrency. The Global Agency Agreement sets out the manner in which such conversions or suchelections are to be made.
(v)

Delay in Payment

Noteholders will not be entitled to any interest or other payment for any delay after the due date inreceiving the amount due if the due date is not a Relevant Business Day, if the Noteholder is late insurrendering its Registered Note (if required to do so), or if its Registered Note cannot be surrendered
to a Transfer Agent that is open for business on the day of such surrender or if a check mailed inaccordance with this Condition 7(a) arrives after the due date for payment.
(b) Fed Bookentry Notes and Definitive Fed Registered Notes:(i)Payments of Principal and Interest

Payments of principal and interest on the Notes will be payable at a designated office or agency of
the Bank in New York City in U.S. dollars to the holder on the Fed Bookentry Record Date (as defined
below), provided that, at the Bank’s option, principal and interest in respect of Fed Bookentry Notes
may be paid by credit to a Federal Reserve Bank or branch account of Holding Institutions holding such
Fed Bookentry Notes. At the Bank’s option, interest on Definitive Fed Registered Notes and, uponsurrender of such Notes, principal thereof may be paid by check payable through the Fiscal Agent andmailed to the holders thereof. The Federal Reserve Bank of New York, 33 Liberty Street, New York,New York 10045, will act as the Fiscal Agent for the Notes pursuant to the Fiscal Agency Agreement.
The “Fed Bookentry Record Date” for the purpose of payment of interest or principal on the Fed
Bookentry Notes or Definitive Fed Registered Notes shall be as of the close of business at the Fiscal
Agent on (1) for holders of Fed Bookentry Notes, the day preceding the due date for payment thereofand (2) for holders of Definitive Fed Registered Notes, the tenth day preceding the due date forpayment thereof. If any such day is not a day on which the Fiscal Agent is open for business, the Fed
Bookentry Record Date shall be the next preceding day on which the Fiscal Agent is open for business.
(ii)

Delay in Payment

Noteholders will not be entitled to any interest or other payment for any delay after the due date if
any date for payment is not a day on which the Fiscal Agent is open for business, and the Noteholder
will not be entitled to payment until the next following day on which the Fiscal Agent is open forbusiness.
(c) Bearer Notes:(i)Payments of Principal and Interest

Payments of principal and interest in respect of Bearer Notes will, subject as mentioned below, bemade against presentation and surrender of the relevant Bearer Notes or Coupons, as the case may be, atthe specified office of any Paying Agent outside the United States and its possessions (1) in respect of
payments denominated in a currency other than U.S. dollars and ECU, by a check in such currency
drawn on, or, at the option of the holder, by transfer to an account in such currency (in the case of apayment in yen to a non-resident of Japan, a non-resident yen account) maintained by the payee with abank (in the case of a payment in yen to a non-resident of Japan, an authorized foreign exchange bank)in the Relevant Financial Center of such currency, (2) in respect of payments denominated in U.S.
dollars, subject to Condition 7(c)(ii), by a U.S. dollar check drawn on a bank in New York City or, atthe option of the holder, by transfer to a U.S. dollar account maintained by the payee with a bankoutside the United States, (3) in respect of payments denominated in ECU, subject to Condition 7(g), by
credit or transfer to an ECU account specified by the payee (and payments in a component currency (ifso determined in accordance with Condition 7(g)) will be made in the substitution currency by a checkdrawn on, or, at the option of the holder, by transfer to an account specified by the payee with, a bank in
the Relevant Financial Center of the substitution currency) or (4) as may otherwise be provided on such
Notes.
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(ii)

Payments in the United States

Notwithstanding the foregoing, payments in respect of Bearer Notes denominated and payable in
U.S. dollars may be made at the specified office of any Paying Agent in New York City in the samemanner as aforesaid if (1) the Bank 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 on the Bearer Notes in the manner provided above when due, (2) payment infull of 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 (3) such payment is then permitted by
U.S. law. If, under such circumstances, a Bearer Note is presented for payment of principal at the
specified office of any Paying Agent in the United States or its territories in circumstances whereinterest (if any is payable against presentation of the Bearer Note) is not to be paid there, the relevant
Paying Agent will annotate the Bearer Note with the record of the principal paid and return it to theholder for the purpose of obtaining payment of interest elsewhere.
(iii)

Payments on Business Days

Subject as provided on the relevant Note, if any date for payment in respect of any Bearer Note or
Coupon comprising all or part of such issue is not (x) a Relevant Business Day; (y) a day on whichbanks are open for business in the relevant place of presentation; and (z) either:(1) in the case of a payment in a currency other than ECU, where payment is to be made by transfer toan account maintained with a bank in the relevant currency, a day on which dealings may be carried on in therelevant currency in the Relevant Financial Center; or(2) in the case of payment in a substitution currency by transfer to an account, a day on which banks
and foreign exchange markets are open for business in the Relevant Financial Center of such substitution
currency,
the holder shall not be entitled to payment until the next day following such day nor to any interest orother sum in respect of such postponed payment.
If the due date for redemption or repayment of any Bearer Note is not a due date for payment ofinterest, interest accrued from the preceding due date for payment of interest or the Interest
Commencement Date, as the case may be, shall only be payable against presentation (and surrender if
appropriate) of the relevant Bearer Note. Interest accrued from the Maturity Date on a Note the interest
basis for which is specified on such Note as being Zero Coupon shall be payable on repayment of such
Note against presentation thereof.
(d) Payments Subject to Law: All payments are subject to any applicable laws and regulations.
(e) Appointment of Agents: The Paying Agents (if any), the Registrar (if any), the Calculation Agent (ifany) and the Transfer Agents (if any) initially appointed by the Bank and their respective specified offices
are listed below. The Bank reserves the right at any time to vary the terms of or terminate the appointment of
any Paying Agent, the Registrar, the Calculation Agent or any Transfer Agent, to appoint another Registrar
or Calculation Agent and to appoint additional or other Paying Agents or Transfer Agents, provided that the
Bank will at all times maintain (i) for Fed Bookentry Notes and Definitive Fed Registered Notes, a Fiscal
Agent, (ii) a Global Agent, (iii) for Registered Notes, a Registrar and Transfer Agent in London and a
Transfer Agent having a specified office in a European city which, so long as the Notes are listed on the
Luxembourg Stock Exchange, will be Luxembourg, (iv) for Bearer Notes, a Paying Agent having a specified
office in a European city which, so long as Notes are listed on the Luxembourg Stock Exchange, will be
Luxembourg, (v) a Paying Agent in the Federal Republic of Germany so long as Notes are listed on the
Frankfurt Stock Exchange and (vi) a Calculation Agent.
In addition, the Bank shall forthwith appoint a Paying Agent in New York City in respect of any
Bearer Notes denominated in U.S. dollars in the circumstances described in Condition 7(c)(ii).
Notice of any such change or any change of any specified office will promptly be given to the
Noteholders in accordance with Condition 13.
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(f) Unmatured Coupons and Unexchanged Talons:(i)

Notes the only interest basis for which is specified on such Notes as being Fixed Interest Rateand which are Bearer Notes, other than Notes which are specified to be Long Maturity Notes(being Notes whose Principal Amount is less than the aggregate interest payable thereon on
the relevant dates for payment of interest under Condition 5(I)(a)), should be surrendered for
payment of principal together with all unmatured Coupons (if any) appertaining thereto. An
amount equal to the face value of any 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 principal due) will be deducted from theprincipal 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 ten years from theRelevant Date for the payment of such principal (whether or not such Coupon has become
void pursuant to Condition 8). If the date for payment of principal is any date other than adate for payment of interest, the accrued interest on such principal shall be paid only uponpresentation of the relevant Note.

(ii)

Subject to the provisions specified on the relevant Note, upon the due date for redemption of
any Note the interest basis for which is specified on such Note as being Variable Interest Rateat any time or any Long Maturity Note which is a Bearer Note, unmatured Coupons relating
to such Note (whether or not attached) shall become void and no payment shall be made in
respect of such Coupons.

(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 ofsuch Talon.

(iv)

Where any Note the interest basis for which is specified on such Note as being Variable
Interest Rate at any time or any Long Maturity Note which is a Bearer Note is presented forredemption without all unmatured Coupons and any unexchanged Talon relating to it, andwhere any Bearer Note is presented for redemption without any exchanged Talon relating toit, redemption shall be made only against the provisions of such indemnity as the Bank may
require.

(g) ECU Notes:(i)

Definition of ECU

Subject to the provisions of this Condition 7(g), the ECU for the purpose of any Notes
denominated in ECU is the same as the ECU that is from time to time used as the unit of accountof the European Communities (“EC”). Changes to the ECU may be made by the EC, in which
event the ECU will change accordingly.
(ii)

Payments in a Component Currency

With respect to each due date for the payment of interest or the repayment of principal on
which the ECU is neither used as the unit of account of the EC nor used as the currency of theEuropean Union, the Global Agent shall (after consultation with the Bank) choose a component
currency of the ECU from among the German mark, the Pound sterling, the French franc, theItalian lire, the Dutch guilder, the Belgian franc and the Luxembourg franc (the “substitution
currency”) in which all payments due on that due date with respect to Notes and Coupons shall bemade. Notice of the substitution currency selected by the Global Agent shall, where practicable, bepublished in accordance with Condition 13. The amount of each payment in the substitution
currency shall be computed on the basis of the equivalent of the ECU in that currency, determined
as set out in this Condition 7(g), as of the fourth Relevant Business Day prior to the date on whichsuch payment is due.
(iii)

Computation of Equivalents of the ECU

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In the event that the ECU is used neither as the unit of account of the EC nor used as thecurrency of the European Union, the equivalent of the ECU in the relevant substitution currency asof any date (the “Valuation Date”) shall be determined on the following basis by the Global Agent.
The component currencies of the ECU for this purpose (the “Component Currencies”) shall be thecurrency amounts which were component currencies of the ECU when the ECU was most recently
used as the unit of account of the EC. The equivalent of the ECU in the substitution currency shallbe calculated by, first, aggregating the U.S. dollar equivalents of the Component Currencies, andthen, using the rate used for determining the U.S. dollar equivalent of the Component Currency inthe substitution currency as set out below, calculating the equivalent in the substitution currency ofsuch aggregate amount in U.S. dollars.
The U.S. dollar equivalent of each of the Component Currencies shall be determined by the
Global Agent on the basis of the middle spot delivery quotations prevailing at 2:30 p.m.
(Luxembourg time) on the Valuation Date, as obtained by the Global Agent from one or moreleading banks selected by the Global Agent in the country of issue of the component currency inquestion.
If the official unit of any Component Currency is altered by way of combination or
subdivision, the number of units of that currency as a Component Currency shall be divided or
multiplied in the same proportion. If two or more Component Currencies are consolidated into asingle currency, the amounts of those currencies as Component Currencies shall be replaced by anamount in such single currency equal to the sum of the amounts of the consolidated Component
Currencies expressed in such single currency. If any Component Currency is divided into two or
more currencies, the amount of that currency as a Component Currency shall be replaced byamounts of such two or more currencies, each of which shall be equal to the amount of the former
Component Currency divided by the number of currencies into which that currency was divided.
If no direct quotations are available for a Component Currency as of a Valuation Date fromany of the banks selected by the Global Agent for this purpose because foreign exchange markets
are closed in the country of issue of that currency or for any other reason, the most recent direct
quotations for that currency obtained by the Global Agent shall be used in computing theequivalents of the ECU on such Valuation Date, provided, however, that such most recent
quotations may be used only if they were prevailing in the country of issue not more than two dayson which banks and foreign exchange markets are open for business before such Valuation Date.
Beyond such period of two business days, the Global Agent shall determine the U.S. dollar
equivalent of such Component Currency on the basis of cross rates derived from the middle spot
delivery quotations for such Component Currency and for the U.S. dollar prevailing at 2:30 p.m.
(Luxembourg time) on such Valuation Date, as obtained by the Global Agent from one or moreleading banks selected by it in a country other than the country of issue of such Component
Currency. Within such period of two business days, the Global Agent shall determine the U.S.
dollar equivalent of such Component Currency on the basis of such cross rates if the Global Agentdetermines that the equivalent so calculated is more representative than the U.S. dollar equivalentcalculated on the basis of such most recent direct quotations. Unless otherwise specified by the
Global Agent, if there is more than one market for dealing in any Component Currency by reasonof foreign exchange regulations, or for any other reason, the market to be referred to in respect ofsuch currency shall be that upon which a non-resident issuer of securities denominated in suchcurrency would purchase such currency in order to make payments in respect of such securities.
All determinations made by the Global Agent shall be at its sole discretion and shall, in theabsence of manifest error, be conclusive for all purposes and binding on the Bank and all
Noteholders and Couponholders.
(h) Talons: On or after the Fixed Rate Interest Payment Date or, as the case may be, the Interest
Payment 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 Global Agent in

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exchange for a further Coupon sheet (but excluding any Coupons which may have become void pursuant to
Condition 8).
(i) Currency of Payment: All payments in respect of this Note shall be made in the Specified Currencyor, in the case of a Note the interest basis of which is specified on such Note as being Variable Interest Rateand a Note which has a Variable Redemption Amount, the Specified Interest Payment Currency and/or theSpecified Principal Payment Currency specified on such Note (subject, where the currency so specified is
ECU, to the provisions of Condition 7(g)). If at the time that any payment in respect of this Note is due theSpecified Currency is no longer used by the government of the country issuing such currency for thepayment of public and private debts, then the Bank shall be entitled to make such payment in such othercurrency as at the time of such payment is legal tender for the payment of such debts in such country;
provided however that if the Specified Currency is ECU, the provisions of Condition 7(g) shall apply. In
addition, if any payment in respect of this Note is payable in a Specified Currency other than U.S. dollars
that is no longer used by the government of the country issuing such currency for the payment of public andprivate debts or used for settlement of transactions by public institutions in such country or within theinternational banking community, or in a Specified Currency that is not expected to be available, when any
payment on this Note is due as a result of circumstances beyond the control of the Bank, the Bank shall beentitled to satisfy its obligations in respect of such payment by making such payment in U.S. dollars on thebasis of the noon buying rate in U.S. dollars in the City of New York for cable transfers for such Specified
Currency as published by the Federal Reserve Bank of New York on the second Business Day prior to suchpayment or, if such rate is not available on such second Business Day, on the basis of the rate most recently
available prior to such second Business Day. Any payment made under such circumstances in such othercurrency or U.S. dollars, will constitute valid payment, and will not constitute a default in respect of thisNote. For the purpose of this Condition 7(i), “Business Day” means a day on which the Federal Reserve
Bank of New York is open for business in New York City.
8. Prescription
Other than for Notes and Coupons governed by the laws of the State of New York, claims against the
Bank for payment in respect of Notes and Coupons (which, for this purpose shall not include Talons) shallbe prescribed and become void unless made within the number of years from the appropriate Relevant Datein respect thereof, as specified on such Notes. In these Conditions, “Relevant Date” means, in respect of any
Note or Coupon, the date on which payment in respect thereof first becomes due or (if the full amountpayable has not been received by the Global Agent or the Fiscal Agent, as the case may be, on or prior tosuch due date) the date on which notice is duly given to the Noteholders in accordance with Condition 13
that such amount has been so received and is available for payment.
9. Default
If the Bank shall default in the payment of the principal of, or interest on, or in the performance of any
covenant in respect of a purchase fund or sinking fund in, any bonds, notes (including the Notes), or similar
obligations which have been issued, assumed or guaranteed by the Bank, and such default shall continue fora period of 90 days, then at any time thereafter and during the continuance of such default any Noteholder
may deliver or cause to be delivered to the Bank at its principal office in Washington, District of Columbia,
United States of America, written notice that such Noteholder elects to declare all Notes held by it (the serial
or other identifying numbers and denominations of which shall be set forth in such notice) to be due andpayable, and on the thirtieth day after such notice shall be so delivered to the Bank the Notes shall becomedue and payable at their Early Redemption Amount specified on such Notes, unless prior to that time all suchdefaults previously existing shall have been cured.
10. Replacement of Notes, Coupons and Talons
If any Registered Note, Definitive Fed Registered Note, Bearer Note, Coupon or Talon is lost, stolen,
mutilated, defaced or destroyed it may be replaced at the specified office of the Transfer Agent in London (inthe case of Registered Notes), the Fiscal Agent in New York City (in the case of Definitive Fed Registered
Notes) or the Global Agent in London (in the case of Bearer Notes and Coupons) subject to stock exchange
A00160449/0.1/15 Jun 199935

requirements, upon payment by the claimant of such costs as may be incurred in connection with such
replacement and on such terms as to evidence, security, indemnity and otherwise as the Bank may require.
Mutilated or defaced Registered Notes, Definitive Fed Registered Notes, Bearer Notes, Coupons or Talonsmust be surrendered before replacements will be issued.
11. Further Issues
The Bank may from time to time without the consent of the Noteholders issue further notes so as toform a single issue with outstanding Notes.
12. Agents
In acting under the Global Agency Agreement and the Fiscal Agency Agreement, the Agents act solely
as agents of the Bank and do not assume any obligation or relationship of agency or trust for or with any
holder.
13. Notices
Notices to holders of Registered Notes will be mailed to them at their respective addresses in theRegister. Notices to a holder of Definitive Fed Registered Notes will be mailed to the holder’s last shown
address on the Fiscal Agent’s records.
All notices regarding the Notes shall be published (i) in a leading daily newspaper in the English
language and of general circulation in New York, (ii) in a leading daily newspaper in the English language
and of general circulation in London, (iii) so long as Notes are listed on the Luxembourg Stock Exchange, ina leading daily newspaper in either the French or German language and of general circulation in
Luxembourg, (iv) so long as Notes are listed on the Frankfurt Stock Exchange, in the Federal Gazette(Bundesanzeiger) and in one mandatory newspaper designated by the Frankfurt Stock Exchange, and (v) solong as Notes are listed on the Paris Stock Exchange, in a leading daily newspaper in the French language
and of general circulation in France. It is expected that such notices will normally be published in The WallStreet Journal in New York, the Financial Times in London, the Luxemburger Wort in Luxembourg, theBörsen-Zeitung in Frankfurt and either La Tribune Desfosses or Les Echos in France. Any such notice shallbe deemed to have been given on the later of the date of such publication and fourth weekday (being a dayother than a Saturday or a Sunday) after the date of mailing. Notices, will, if published more than once or on
different dates, be deemed to have been given on the date of the first publication in such newspapers asprovided above.
Couponholders shall be deemed for all purposes to have notice of the contents of any notice to theholders of Bearer Notes in accordance with this Condition 13.
14. Governing Law, Jurisdiction and Service of Process(a) Governing Law: The Notes, the Coupons and the Talons are governed by, and shall be construed inaccordance with, the laws of the State of New York, English law or the laws of the Federal Republic of
Germany, or such other governing law, as specified on such Notes.
(b) Jurisdiction and Service of Process: In relation to any legal action or proceedings in the courts ofEngland arising out of or in connection with the Notes, the Coupons and the Talons, the Bank irrevocably
submits to the non-exclusive jurisdiction of the courts of England. The Bank hereby irrevocably agrees that
service of process in England in any proceedings in England shall be validly completed after delivery thereof
to the office of the Bank in London. If the Bank no longer maintains an office in London while any of theNotes remain outstanding, the Bank agrees to appoint forthwith another process agent for these purposes. In
relation to any legal action or proceedings in the courts of the Federal Republic of Germany arising out of orin connection with the Notes, the Coupons and the Talons, the Bank irrevocably submits to the nonexclusive jurisdiction of the courts in Frankfurt am Main. The Bank hereby irrevocably agrees that service ofprocess in the Federal Republic of Germany in relation to any proceedings in the Federal Republic of
Germany shall be validly completed after delivery thereof to the person and at the address specified on therelevant Note or any successor process agent appointed by the Bank.
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CLEARANCE AND SETTLEMENT
Introduction
The Facility has been designed so that Notes may be held through one or more international anddomestic clearing systems, principally, the bookentry systems operated by the Federal Reserve and DTC in
the United States, Euroclear and Cedel Bank in Europe and DKV in the Federal Republic of Germany.
Electronic securities and payment transfer, processing, depositary and custodial links have been establishedamong these systems and others, either directly or indirectly through custodians and depositaries, whichenable Notes to be issued, held and transferred among the clearing systems across these links. Special
procedures have been established among these clearing systems and the Global Agent to facilitate clearance
and settlement of certain Notes traded across borders in the secondary market. Cross-market transfers ofNotes denominated in certain currencies and issued in global form (as described below) may be cleared andsettled using these procedures on a delivery against payment basis. Cross-market transfers of Notes in otherthan global form may be cleared and settled in accordance with other procedures established among the
Global Agent and the clearing systems concerned for this purpose.
The relationship between the Bank and the holder of a Registered Note, a Fed Bookentry Note, aDefinitive Fed Registered Note or a Bearer Note is governed by the terms and conditions of that Note. The
holder of a Registered Note, other than a Definitive Registered Note or a Definitive Fed Registered Note,and the holder of a Bearer Note, other than a Definitive Bearer Note which is not deposited with a clearing
system, will be one or more clearing systems. The beneficial interests in Notes held by a clearing system will
be in bookentry form in the relevant clearing system. Each clearing system has its own separate operatingprocedures and arrangements with participants or accountholders which govern the relationship between
them and the relevant clearing system and to which the Bank is not and will not be a party. The Bank will
not impose fees payable by any holder with respect to any Notes held by one or more clearing systems;
however, holders of beneficial interests in Notes may incur fees payable in respect of the maintenance andoperation of the bookentry accounts in which Notes are held.
The Federal Reserve Bank of New York is the fiscal and paying agent for U.S. dollar denominatedNotes issued in the United States and held through the bookentry system operated by the Federal Reserve
Banks. Morgan Guaranty Trust Company of New York, London office, is the Global Agent for Notes issued
in the United States and held through DTC and for Notes held through Euroclear, Cedel Bank, DKV andsuch other clearing systems as may be specified in the applicable Pricing Supplement.
The Global Agent
Morgan Guaranty Trust Company of New York, a wholly owned subsidiary of the global financial firm,
J.P. Morgan & Co. Incorporated, provides banking services, foreign exchange and custody services
worldwide. Morgan Guaranty Trust Company of New York, London office (“MGT London”), will act as the
Global Agent for Notes issued under the Facility (except for U.S. dollar denominated Notes issued throughthe Federal Reserve Bank of New York). MGT London has direct custodial and depositary linkages with
DTC, Euroclear (which is operated by Morgan Guaranty Trust Company of New York, Brussels office),
Cedel Bank and DKV to facilitate issue, transfer and custody of Notes in these clearing systems. As
necessary (and as more fully described below), MGT London will act as Registrar, Transfer Agent,
Exchange Agent and Paying Agent and, from time to time, Calculation Agent for the Notes as may be
specified in the applicable Pricing Supplement.
The Clearing Systems
Federal Reserve Bookentry System
The Federal Reserve Banks operate the Federal bookentry system which provides bookentry holding
and settlement for all U.S. dollar denominated securities issued by the U.S. Government, certain of its
agencies and international organizations (including the Bank) in which the United States is a member. The
system enables specified depositaries and other institutions with an appropriate account with a Federal
A00160449/0.1/15 Jun 199937

Reserve Bank or Branch (“Holding Institutions”) to hold, make payments and transfer securities and funds
through the Federal Reserve Bank’s Fedwire electronic funds transfer system.
DTC
DTC is a limited-purpose trust company organized under the laws of the State of New York, and is amember of the Federal Reserve System, a “clearing corporation” within the meaning of the New York
Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of
the U.S. Securities Exchange Act of 1934. DTC holds securities for DTC participants and facilitates theclearance and settlement of transactions between DTC participants through electronic bookentry changes inaccounts of DTC participants.
DKV
DKV is incorporated under the laws of the Federal Republic of Germany and acts as a specialized
depositary and clearing organization. DKV is subject to regulation and supervision by the
Bundesaufsichtsamt für das Kreditwesen (the German banking supervisory authority). DKV holds securities
for its participants and facilitates the clearance and settlement of securities transactions between its
accountholders through electronic bookentry changes in securities accounts with simultaneous payment in
Deutsche mark in same-day funds.
Euroclear
Euroclear was created in 1968 and is operated by Morgan Guaranty Trust Company of New York,
Brussels office. Euroclear holds securities for participating organizations and facilitates multicurrency
clearance and settlement of securities transactions between its and Cedel’s accountholders through electronic
bookentry changes in accounts of its accountholders.
Cedel Bank
Cedel Bank is incorporated under the laws of Luxembourg as a professional depositary. Cedel Bankholds securities for its participating organizations and facilitates multicurrency clearance and settlement of
securities transactions between its and Euroclear’s accountholders through electronic bookentry changes inaccounts of its accountholders.
Other Clearing Systems
Any other clearing system which the Bank, the Global Agent and any Dealer agree shall be available
for a particular issue of Notes will be described in the applicable Pricing Supplement, together with theclearance and settlement procedures for such clearing system.
Clearance and Settlement Procedures — Primary Distribution
Introduction
Distribution of Notes will be through one or more of the clearing systems described above or any otherclearing system specified in the applicable Pricing Supplement. Payment for Notes will be on a delivery
versus payment or free delivery basis, as more fully described in the applicable Pricing Supplement.
Registered Notes and Fed Bookentry Notes
The Bank and the relevant Dealer(s) shall agree that either global clearance and settlement proceduresor specific clearance and settlement procedures should be available for any issue of Notes, as specified in theapplicable Pricing Supplement. Clearance and settlement procedures may vary according to the Specified
Currency of issue. The customary clearance and settlement procedures are described under the specificclearance and settlement procedures below. Application will be made to the relevant clearing system(s) for
the Notes of the relevant issue to be accepted for clearance and settlement and the applicable clearance
numbers will be specified in the applicable Pricing Supplement.

A00160449/0.1/15 Jun 199938

Unless otherwise agreed between the Bank and the Global Agent, Morgan Guaranty Trust Company of
New York, acting through its relevant office, will act as the custodian or depositary for all Notes in global
form (other than Notes cleared through DKV).
(i)

Global Clearance and Settlement — Specified Currencies

Global clearance and settlement of Notes denominated in certain Specified Currencies will take placethrough those clearing systems specified in the applicable Pricing Supplement. The procedures are expected
to follow those which relevant clearing systems have established to clear and settle single global issues in theSpecified Currency and will be set out in the applicable Pricing Supplement.
(ii)

Specific Clearance and Settlement — Federal Reserve Bank of New YorkThe Federal Reserve Bank of New York will take delivery of and hold Fed Bookentry Notes as record
owner and custodian for other Federal Reserve Banks and for Holding Institutions located in the Second
Federal Reserve District. Holding Institutions located in other Federal Reserve Districts can hold Fed
Bookentry Notes through their respective Federal Reserve Banks or Branches.
The aggregate holdings of Fed Bookentry Notes of each Holding Institution will be reflected in thebookentry account of such Holding Institution with its Federal Reserve Bank or Branch. The Notes may beheld of record only by Holding Institutions, which are entities eligible to maintain bookentry accounts with
the Federal Reserve Banks. A Holding Institution may not be the beneficial holder of a Note. Beneficial
holders will ordinarily hold the Notes through one or more financial intermediaries, such as banks, brokeragefirms and securities clearing organizations. Each Holding Institution, and each other intermediate holder inthe chain to the ultimate beneficial holder, will have the responsibility of establishing and maintaining
accounts for its customers having interests in Fed Bookentry Notes.
Federal Reserve Banks will be responsible only for maintaining the bookentry accounts of Holding
Institutions, effecting transfers on their books and ensuring that payments from the Bank, through theFederal Reserve Bank of New York, are credited to appropriate Holding Institutions. With respect to Fed
Bookentry Notes, Federal Reserve Banks will act only on the instructions of Holding Institutions for which
they maintain such Fed Bookentry Notes. The Federal Reserve Banks will not record pledges of Fed
Bookentry Notes.
(iii)

Specific Clearance and Settlement — DTC

Registered Notes which are to be cleared and settled through DTC will be represented by a DTC Global
Note. DTC participants acting on behalf of investors holding Registered Notes through DTC will follow thedelivery practices applicable to DTC’s Same-Day Funds Settlement System. Registered Notes will becredited to DTC participants’ securities accounts following confirmation of receipt of payment to the Bankon the relevant Issue Date.
(iv)

Specific Clearance and Settlement — Euroclear and Cedel Bank

Registered Notes which are to be cleared and settled through Euroclear and Cedel Bank will be
represented by one or more Registered Global Notes registered in the name of a nominee of the Euroclear
and Cedel Bank depositaries. Investors holding Registered Notes through Euroclear and Cedel Bank will
follow the settlement procedures applicable to conventional eurobonds. Registered Notes will be credited toEuroclear and Cedel Bank participants’ securities clearance accounts either on the Issue Date or on thesettlement day following the relevant Issue Date against payment in same day funds (for value the relevant
Issue Date).
(v)

Specific Clearance and Settlement — DKV

Notes which are to be cleared and settled through DKV will be represented by a Note in global bearer
form (a “DKV Global Note”). Settlement procedures applicable to the domestic Deutsche mark market will
be followed by DKV. Notes will be credited to DKV participant securities accounts on the relevant Issue
Date against payment in Deutsche mark in same day funds.

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39

Bearer Notes
The Bank will make applications to Euroclear and Cedel Bank for acceptance in their respective
bookentry systems, in respect of any issue of Bearer Notes. Customary clearance and settlement proceduresfor each such clearing system applicable to bearer eurobonds in the Specified Currency will be followed,
unless otherwise specified in the applicable Pricing Supplement.
Clearance and Settlement Procedures — Secondary Market Transfers
Transfers of Registered Notes
Transfers of interests in a Note in global form within or between the various clearing systems which
may be clearing and settling interests therein will be made in accordance with the usual rules and operatingprocedures of the relevant clearing system applicable to the Specified Currency and the nature of thetransfer. Therefore, interests in a DTC Global Note and a Registered Global Note are exchangeable for, or
are transferable to transferees who wish to take delivery thereof in the form of, beneficial interests in theRegistered Global Note and the DTC Global Note, respectively, of the relevant issue only in accordance withthe rules and operating procedures of DTC, Euroclear and Cedel Bank, and in compliance with theprovisions of the Global Agency Agreement, provided that no such exchange or transfer may take place
during the period of 15 days ending on the due date for any payment of principal in respect of the Notes.
Further details concerning such rules and procedures may be set forth in the applicable Pricing Supplement.
For issues that are cleared and settled through both DTC and another clearing system, because of timezone differences, in some cases the securities account of an investor in one clearing system may be credited
during the settlement processing day immediately following the settlement date of the other clearing systemand the cash account will be credited for value on the settlement date but may be available only as of the day
immediately following such settlement date.
The laws of some states in the United States require that certain persons take physical delivery in
definitive form of securities. Consequently, the ability to transfer interests in a DTC Global Note to such
persons may be limited. Because DTC can only act on behalf of participants, who in turn act on behalf ofindirect participants, the ability of a person having an interest in a DTC Global Note to pledge such interest
to persons or entities that do not participate in DTC, or otherwise take actions in respect of such interest, may
be affected by the lack of a definitive security in respect of such interest.
Transfers of Fed Bookentry Notes and Definitive Fed Registered Notes
Transfers of Fed Bookentry Notes between Holding Institutions can be made through the Federal
Reserve Communications System. Transfers of Definitive Fed Registered Notes can be made through the
Fiscal Agent in compliance with its customary procedures for such transfers.
Transfers of Bearer Notes
Transfers of interests in a Temporary Global Note or a Permanent Global Note and of Definitive Bearer
Notes held by a clearing system will be made in accordance with the normal euromarket debt securities
operating procedures of the relevant clearing system.
GeneralAlthough DTC, DKV, Euroclear and Cedel Bank have established procedures to facilitate transfers ofbeneficial interests in Notes in global form among participants and accountholders of DTC, DKV, Euroclear
and Cedel Bank, they are under no obligation to perform or continue to perform such procedures, and suchprocedures may be discontinued at any time. None of the Bank, the Global Agent or any other Agent will
have any responsibility for the performance by DTC, DKV, Euroclear and Cedel Bank or their respective
direct or indirect participants or accountholders of their respective obligations under the rules and procedures
governing their operations.

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40

TAX MATTERS
The following is a summary of the provisions of the Articles concerning taxation of the Notes and of
certain anticipated United States federal income, withholding and estate tax consequences resulting from theownership of the Notes. This summary does not cover all of the possible tax consequences relating to theownership of the Notes and the receipt of interest thereon, and it is not intended as tax advice to any person.
It addresses only holders who are initial purchasers of the Notes and hold the Notes as capital assets, anddoes not address special classes of holders, such as dealers in securities or currencies, banks, tax-exempt
entities, life insurance companies, persons holding Notes as a hedge or hedged against interest rate or
currency risks or as part of a straddle, or holders whose functional currency is not the U.S. dollar. Thissummary is based upon the United States federal income, withholding and estate tax laws as currently ineffect and as currently interpreted and does not include any description of the tax laws of any state, local orforeign government that may apply.
Prospective purchasers of Notes should consult their own tax advisors concerning the application of
the United States federal income, withholding and estate tax laws, as well as the possible application of the
tax laws of any other jurisdiction, to their particular situation.
A discussion of special anticipated United States federal income, withholding and estate tax
consequences associated with a particular issue of Notes will be included in the applicable Pricing
Supplement. Prospective purchasers of Notes issued at a discount, Notes issued at a premium, Notes with amaturity of one year or less, Notes with variable maturities or interest payment dates or Notes providing forprincipal or interest payments that are variable or contingent for United States federal income tax purposes
should consult the applicable Pricing Supplement for any special United States federal income, withholding
and estate tax considerations with respect to such Notes.
Taxation of the Notes in General
The Notes and the interest thereon generally will be subject to taxation, including United States federal
income taxation. Under the Articles, however, the Notes and the interest thereon are not subject to any tax bya member country of the Bank (i) which tax discriminates against the Notes solely because they were issued
by the Bank, or (ii) if the sole jurisdictional basis for the tax is the place or currency in which the Notes areissued, made payable or paid, or the location of any office or place of business maintained by the Bank. The
imposition of United States federal income tax in the manner described herein is not inconsistent with the
Articles.
United States Federal Income Taxation
Treatment of Qualified Stated Interest
Under the Internal Revenue Code of 1986, as amended (the “Code”), a holder of a Note who or whichis (i) a United States citizen or resident alien individual, (ii) a United States domestic corporation or (iii)
otherwise subject to United States federal income taxation on a net income basis in respect of a Note (a “U.S.
Holder”) will be taxable on the qualified stated interest accrued or received on such Note in accordance withsuch U.S. Holder’s method of accounting for United States federal income tax purposes. Qualified statedinterest is interest that is payable at a single fixed rate at least annually. Notes bearing interest other thanqualified stated interest and Notes issued at a discount may be subject to the original issue discountprovisions of the Code.
If an interest payment is denominated in or determined by reference to a currency other than the U.S.
dollar (a “foreign currency”), the amount of income recognized by a cash basis U.S. Holder will be the U.S.
dollar value of the interest payment, based on the exchange rate in effect on the date of receipt, regardless ofwhether the payment is in fact converted into U.S. dollars. Accrual basis U.S. Holders may determine theamount of income recognized with respect to such interest payments in accordance with either of two
methods, in either case regardless of whether the payments are in fact converted into U.S. dollars. Under the
first method, the amount of income recognized will be based on the average exchange rate in effect during
A00160449/0.1/15 Jun 199941

the interest accrual period (or, with respect to an accrual period that spans two taxable years, the partial
period within the taxable year).
Under the second method, an accrual basis U.S. Holder may elect to translate interest income into U.S.
dollars at the exchange rate in effect on the last day of the accrual period (or, in the case of an accrual periodthat spans two taxable years, at the exchange rate in effect on the last day of the partial period within the
taxable year). Additionally, if a payment of interest is actually received within five business days of the last
day of the accrual period or taxable year, an electing accrual basis U.S. Holder may instead translate suchaccrued interest into U.S. dollars at the exchange rate in effect on the day of actual receipt. Any election to
use the second method will apply to all debt instruments held by the U.S. Holder at the beginning of the firsttaxable year to which the election applies or thereafter acquired by such U.S. Holder, and will be irrevocablewithout the consent of the Service.
Upon receipt of an interest payment (including a payment attributable to accrued but unpaid interest
upon the sale or retirement of a Note) denominated in, or determined by reference to, a foreign currency, an
accrual basis U.S. Holder will recognize ordinary income or loss measured by the difference between (x) the
average exchange rate used to accrue interest income, or the exchange rate as determined under the second
method described above if the U.S. Holder elects that method, and (y) the exchange rate in effect on the dateof receipt, regardless of whether the payment is in fact converted into U.S. dollars.
The United States Treasury Department has issued to the Bank rulings dated May 4, 1988 and May 5,
1989 (the “Rulings”) regarding certain United States federal tax consequences of the receipt of interest on
securities issued by the Bank. The Rulings provide that interest paid by the Bank on such securities,
including payments attributable to accrued original issue discount, constitutes income from sources without
the United States.
Because, under the Rulings, interest paid by the Bank is treated as income from sources without theUnited States, interest paid by the Bank would ordinarily not be subject to United States federal income tax,
including withholding tax, if paid to a nonresident alien individual (or foreign estate or trust) or to a foreign
corporation, whether or not such person is engaged in trade or business in the United States. However,absent any special statutory or treaty exception, such interest would be subject to United States federal
income tax in the following cases: (a) such interest is derived by such person in the active conduct of abanking, financing or similar business within the United States or is received by a corporation the principal
business of which is trading in stock or securities for its own account, and in either case such interest is
attributable to an office or other fixed place of business of such person within the United States or (b) such
person is a foreign corporation taxable as an insurance company carrying on a United States insurance
business and such interest is attributable to its United States business.
Purchase, Sale and Retirement of the Notes
A U.S. Holder’s initial tax basis in a Note will generally be its U.S. dollar cost. The U.S. dollar cost ofNotes purchased with foreign currency will generally be the U.S. dollar value of the purchase price on thedate of purchase or, in the case of Notes traded on an established securities market (within the meaning ofTreasury Regulation Section 1.988-2(a)(2)(iv)) purchased by a cash basis U.S. Holder (or an electing accrualbasis U.S. Holder), on the settlement date for the purchase. A U.S. Holder’s initial tax basis in a Note may be
adjusted in certain circumstances, such as, in the case of an accrual basis U.S. Holder, the accrual of interest
income.
A U.S. Holder generally will recognize gain or loss on the sale or retirement of a Note equal to thedifference between the amount realized on the sale or retirement and the adjusted tax basis of the Note. The
amount realized on a sale or retirement for an amount in a foreign currency will be the U.S. dollar value ofsuch amount on the date of sale or retirement or, in the case of Notes traded on an established securities
market (within the meaning of Treasury Regulation Section 1.988-2(a)(2)(iv)) sold by a cash basis U.S.
Holder (or an electing accrual basis U.S. Holder), on the settlement date for the sale. Except to the extent
described in the next succeeding paragraph or attributable to accrued but unpaid interest, gain or loss
recognized on the sale or retirement of a Note will be capital gain or loss. Long-term capital gain of an
A00160449/0.1/15 Jun 199942

individual U.S. Holder is generally subject to a maximum tax rate of 28 percent in respect of property held
for more than one year, or a maximum rate of 20 percent in respect of property held in excess of 18 months.
Gain or loss recognized by a U.S. Holder on the sale or retirement of a Note that is attributable tochanges in exchange rates will be treated as ordinary income or loss. However, exchange gain or loss istaken into account only to the extent of total gain or loss realized on the transaction.
A United States person generally will not be entitled to deduct any loss sustained on the sale or otherdisposition (including the receipt of principal) of Bearer Notes (other than Bearer Notes having a maturity of
one year or less from the date of issue) and must treat as ordinary income any gain realized on the sale orother disposition (including the receipt of principal) of Bearer Notes (other than Bearer Notes having amaturity of one year or less from the date of issue).
Nonresident alien individuals, foreign corporations and foreign estates and trusts generally will not betaxable on gain or loss on the sale or exchange of a Note unless ownership of the Note is effectively
connected with the conduct of a trade or business in the United States or, in the case of a nonresident alien
individual, such individual is present in the United States for 183 or more days in the taxable year of the saleor exchange and certain other conditions are met.
Exchange of Amounts in Foreign Currency
Foreign currency received as interest on a Note or on the sale or retirement of a Note will have a tax
basis equal to its U.S. dollar value at the time such interest is received or at the time of such sale orretirement. Foreign currency that is purchased will generally have a tax basis equal to the U.S. dollar valueof such foreign currency on the date of purchase. Any gain or loss recognized on a sale or other dispositionof a foreign currency (including its use to purchase Notes or upon exchange for U.S dollars) will be ordinary
income or loss.
United States Federal Withholding Tax
Under the Articles, the Bank is not under any obligation to withhold or pay any tax imposed by any
member on the interest on the Notes. The Rulings confirm that neither the Bank nor an agent appointed by itas principal for the purpose of paying interest on securities issued by the Bank is required to withhold tax oninterest paid by the Bank. Payments of interest and accrued original issue discount on the Notes will
therefore be made to the Global Agent without deduction in respect of any such tax.
United States Federal Estate Tax
In the case of United States federal estate tax, the Rulings determined that, unless an applicable deathtax convention with a foreign country provides otherwise, securities of the Bank are deemed to be situated
without the United States for purposes of the United States federal estate tax and are not includible in thevalue of the gross estate for purposes of such tax in the case of the estate of a nonresident of the UnitedStates who is not a citizen of the United States.
United States Information Reporting and Backup Withholding
The Bank is not subject to the reporting requirements that generally are imposed by United States law
with respect to certain payments of interest or principal on debt obligations, nor is it subject to backup
withholding obligations imposed, in certain circumstances, by United States law with respect to suchpayments. While temporary regulations issued by the Internal Revenue Service confirm that the backup
withholding requirements do not apply to any paying agent of the Bank with respect to the Notes, the Fiscal
Agent and the Global Agent may file information returns with the Internal Revenue Service with respect topayments on the Notes made within the Unites States to certain non-corporate United States persons as if
such returns were required. Under the bookentry system as operated by the Federal Reserve Bank of New
York, no such information returns will be filed by the Fiscal Agent with respect to Fed Bookentry Notes.
Brokers, trustees, custodians and other intermediaries within the United States are subject to reporting
and backup withholding requirements with respect to certain payments on the Notes received by them for theA00160449/0.1/15 Jun 199943

account of certain non-corporate United States persons, and foreign persons receiving payments on the Notes
within the United States may be required by such intermediaries to establish their status in order to avoid
information reporting and backup withholding by such intermediaries in respect of such payments.

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CURRENCY CONVERSIONS
Payments for Notes
Investors will be required to pay for Notes in the Specified Currency. The relevant Dealer(s) may,under certain terms and conditions, arrange for the conversion of the Investor’s Currency into the Specified
Currency to enable investors whose financial activities are denominated principally in the Investor’s
Currency to pay for the Notes in the Specified Currency. Each such conversion will be made by such Dealeron such terms and subject to such conditions, limitations and charges as such Dealer may from time to time
establish in accordance with its regular foreign exchange practices, and subject to any applicable laws andregulations. All costs of conversion will be borne by such investors of the Notes.
Payments on Notes
Payments in respect of such Notes will be made in the Specified Currency, Specified Principal Payment
Currency or Specified Interest Payment Currency (each, the “Specified Payment Currency”) as specified in
the applicable Pricing Supplement. Most banks in the United States do not currently offer non-U.S. dollar
denominated checking or savings account facilities in the United States. Accordingly, unless otherwise
specified in the applicable Pricing Supplement, payments in respect of Notes in a Specified Currency otherthan U.S. dollars will be made to an account outside the United States.
Noteholders holding interests in a DTC Global Note denominated in a Specified Currency other than
U.S. dollars through DTC (“DTC Noteholders”) will receive such payments in U.S. dollars, unless they electto receive payments in the Specified Payment Currency. Except as provided below, in the event that a DTC
Noteholder shall not have made such election, where the Specified Payment Currency is not U.S. dollars,
payments to such DTC Noteholder will be converted to U.S. dollars by the Exchange Agent; provided,
however, that Euroclear and Cedel Bank (in their capacity as DTC Noteholders and as participants in DTC)
and any investors who hold beneficial interests in a DTC Global Note directly or indirectly throughEuroclear or Cedel Bank (i) shall receive all payments in such Specified Payment Currency without making
any such election and (ii) may not elect to receive payments in other than such Specified Payment Currency.
The U.S. dollar amount in respect of any payment received by a DTC Noteholder not electing (subject to theprovision in the preceding sentence) payment in the Specified Payment Currency will be based on the
Exchange Agent’s bid quotation, at or prior to 11:00 a.m., London time, on the second day on which banks
are open for business in London and New York City preceding the applicable payment date, for the purchaseof U.S. dollars with the Specified Payment Currency for settlement on such payment date of the aggregate
amount of the Specified Payment Currency payable to all DTC Noteholders receiving U.S. dollar payments.
If such bid quotation is not available, the Exchange Agent will obtain a bid quotation from a leading foreignexchange bank in London or New York City selected by the Exchange Agent for such purchase. If no suchbids are available, payment of the aggregate amount due to all DTC Noteholders on the payment date will bemade in the Specified Payment Currency. All costs of any such conversion into U.S. dollars will be borne by
the relevant DTC Noteholder by deduction from such payments.
A DTC Noteholder may elect to receive payment of the principal of, or interest with respect to, theNotes in the Specified Payment Currency by notifying DTC prior to 5:00 p.m. Eastern Standard Time(“E.S.T.”) on the third day on which banks are open for business in New York City (a “New York BusinessDay”) following the applicable record date in the case of interest, and the twelfth calendar day prior to thepayment date for the payment of principal, of (i) such holder’s election to receive all or a portion of suchpayment in the Specified Payment Currency for value the relevant interest payment date or final maturity
date, as the case may be, and (ii) wire transfer instructions to an account denominated in the Specified
Payment Currency with respect to any payment to be made in the Specified Payment Currency. Suchelection shall be made by the Noteholder holding its interest in a DTC Global Note and any such election in
respect of that payment shall be irrevocable. An indirect DTC participant must notify the DTC Noteholder
through which it is holding its interest in a DTC Global Note of such election and wire transfer instructions
prior to 5:00 p.m. E.S.T. on the first New York Business Day following the applicable record date. DTC will
notify the Exchange Agent of such election and wire transfer instructions and of the amount of the Specified
A00160449/0.1/15 Jun 1999

45

Payment Currency to be converted into U.S. dollars, prior to 5:00 p.m. E.S.T. on the fifth New YorkBusiness Day following the applicable record date in the case of interest and the tenth calendar day prior to
the payment date for the payment of principal. If complete instructions are received by the DTC participant
and forwarded by the DTC participant to DTC, and by DTC to the Exchange Agent, on or prior to suchdates, the DTC Noteholder will receive payment in the Specified Payment Currency outside DTC, otherwise
only U.S. dollar payments will be made by the Exchange Agent. Payments in the Specified Payment
Currency outside DTC will be made by wire transfer of same day funds in accordance with the relevant wiretransfer instructions for value the relevant payment date.

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PLAN OF DISTRIBUTION
Dealers
The Facility provides for the appointment of dealers in respect of any particular issue of Notes (all suchdealers together, the “Dealers”). There are no sponsoring dealers with respect to the Facility. Any Dealer will
be able to purchase Notes on an underwritten basis, either individually or as part of a syndicate, or on anagency basis.
Standard Provisions
Notes may be sold from time to time by the Bank to or through any one or more Dealers and (other thanDeutsche mark denominated Notes) by the Bank itself. The arrangements under which the Notes may fromtime to time be agreed to be sold by the Bank to or through Dealers are set out in the Standard Provisions
dated as of October 1, 1997 (as amended or supplemented from time to time, the “Standard Provisions”).
The Standard Provisions will be incorporated by reference into the agreement by which Dealers aresubsequently appointed in respect of a particular issue of Notes.
Any agreement for the sale of Notes will, inter alia, make provision for the form and terms andconditions of the relevant Notes, the method of distribution of the Notes, the price at which such Notes will
be purchased by any Dealer and the commissions or other agreed deductibles (if any) which are payable orallowable by the Bank in respect of such purchase. In addition, each placement of Notes is subject to certain
conditions, including the condition that there shall not have occurred any national or international calamity
or development, crisis of a political or economic nature, or change in the money or capital markets in which
the Notes are being offered, the effect of which on such financial markets shall be such as in the judgment of
the relevant Dealer(s) or the Bank materially adversely affects the ability of the relevant Dealer(s) to sell or
distribute the Notes, whether in the primary market or in respect of dealings in the secondary market.
Sales Restrictions
No action has been or will be taken in any jurisdiction by any Dealer or the Bank that would permit apublic offering of any of the Notes, or possession or distribution of this Prospectus, or any part thereof
including any Pricing Supplement, or any other offering or publicity material relating to the Notes, in suchjurisdiction. The relevant Dealer(s) (and the Bank in connection with sales of Notes on its own behalf) will,to the best of its knowledge, comply with all relevant laws, regulations and directives in each jurisdiction inwhich it purchases, offers, sells, or delivers Notes or has in its possession or distributes this Prospectus, or
any part thereof including any Pricing Supplement, or any such other material, in all cases at its own
expense.
No Dealer is authorized to make any representation or use any information in connection with the issue,
offering and sale of the Notes other than as contained in this Prospectus, the applicable Pricing Supplement
or such other information relating to the Bank and/or the Notes which the Bank has authorized to be used.
Selling restrictions may be modified by the agreement of the Bank and the relevant Dealer(s) following
a change in any relevant law, regulation or directive. Selling restrictions may also be added to reflect therequirements of any particular Specified Currency. Any such modification or addition will be set out in the
Pricing Supplement issued in respect of each issue of Notes to which such modification or addition relates orin a supplement to this Prospectus.
United States
Under the provisions of Section 15(a) of the Bretton Woods Agreements Act, as amended, Notes are
exempted securities within the meaning of Section 3(a)(2) of the U.S. Securities Act of 1933, as amended,
and Section 3(a)(12) of the U.S. Securities Exchange Act of 1934, as amended.
Bearer Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within
the United States or its possessions, except in certain transactions permitted by U.S. tax regulations.
A00160449/0.1/15 Jun 199947

Accordingly, under U.S. federal tax laws and regulations, Bearer Notes (including Temporary Global Notes
and Permanent Global Notes) with a maturity of more than one year may not be offered or sold during the
restricted period (as defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)) within the
United States or to United States persons (each as defined below) other than to an office located outside theUnited States of a United States financial institution (as defined in United States Treasury Regulations
Section 1.165-12(c)(1)(v)), purchasing for its own account or for resale or for the account of certain
customers, that provides a certificate stating that it agrees to comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Code, and the United States Treasury Regulations thereunder, or to certain
other persons described in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(1)(iii)(B).
Moreover, such Bearer Notes may not be delivered in connection with their sale during the restricted period
within the United States. Any distributor (as defined in United States Treasury Regulations Section 1.1635(c)(2)(i)(D)(4)) participating in the offering or sale of Bearer Notes with a maturity of more than one year
must agree that it will not offer or sell during the restricted period any such Bearer Notes within the UnitedStates or to United States persons (other than the persons described above), it will not deliver in connection
with the sale of such Bearer Notes during the restricted period any such Bearer Notes within the UnitedStates and it has in effect procedures reasonably designed to ensure that its employees and agents who are
directly engaged in selling the Bearer Notes are aware of the restrictions on offers and sales described above.
No Bearer Notes (other than a Temporary Global Note and certain Bearer Notes described in the following
paragraph) with a maturity of more than one year may be delivered, nor may interest be paid on any such
Bearer Note, until the person entitled to receive such Bearer Note or such interest furnishes a written
certificate to the effect that the relevant Bearer Note (i) is owned by a person that is not a United States
person, (ii) is owned by a United States person that is a foreign branch of a United States financial institution
purchasing for its own account or for resale, or is owned by a United States person who acquired the Bearer
Note through the foreign branch of such a financial institution and who holds the Bearer Note through suchfinancial institution on the date of certification, provided, in either case, that such financial institution
provides a certificate to the Bank or the distributor selling the Bearer Note to it, within a reasonable time ofselling the Bearer Note, stating that it agrees to comply with the requirements of Section 165(j)(3)(A), (B) or(C) of the Code and the United States Treasury Regulations thereunder, or (iii) is owned by a financial
institution for purposes of resale during the restricted period. A financial institution described in clause (iii)of the preceding sentence (whether or not also described in clause (i) or (ii)) must certify that it has notacquired the Bearer Note for purposes of resale directly or indirectly to a United States person or to a person
within the United States. In the case of a Note represented by a Permanent Global Note, such certificationmust be given in connection with notation of a beneficial owner’s interest therein.
A Bearer Note will not be subject to the certification requirements described in the preceding paragraphif the Bearer Note is sold during the restricted period and all of the following conditions are satisfied: (i) theinterest and principal with respect to the Bearer Note are denominated only in the currency of a single
foreign country; (ii) the interest and principal with respect to the Bearer Note are payable only within that
foreign country; (iii) the Bearer Note is offered and sold in accordance with practices and documentation
customary in that foreign country; (iv) the distributor of the Bearer Note agrees to use reasonable efforts tosell the Bearer Note within that foreign country; (v) the Bearer Note is not listed, or the subject of an
application for listing, on an exchange located outside that foreign country; (vi) the U.S. Internal Revenue
Service has designated the foreign country as a foreign country in which certification under Treasury
Regulations Section 1.163-5(c)(2)(i)(D)(3)(i) is not permissible; (vii) the issue of the Bearer Note is subject
to guidelines or restrictions imposed by governmental, banking or securities authorities in that foreigncountry; and (viii) more than 80 percent, by value, of the Bearer Notes included in the offering of which the
Bearer Note is a part are sold to non-distributors by distributors maintaining an office located in that foreigncountry. Bearer Notes that are convertible into U.S. dollar denominated debt obligations or which areotherwise linked by their terms to the U.S. dollar are not eligible for the certification exemption described inthis paragraph. The only foreign countries that have been designated as foreign countries in which
certification under Treasury Regulations Section 1.163-5(c)(2)(i)(D)(3)(i) is not permissible are Switzerland
and Germany.
Each Temporary Global Note, Permanent Global Note or Bearer Note with a maturity of more than one
year, and any Talons and Coupons relating to such Bearer Notes, will bear the following legend:
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“Any United States person who holds this obligation will be subject to limitations under theUnited States income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of theInternal Revenue Code.”
As used herein, “United States person” means any citizen or resident of the United States, any
corporation, partnership or other entity created or organized in or under the laws of the United States and any
estate or trust the income of which is subject to United States federal income taxation regardless of its
source, and “United States” means the United States of America (including the states thereof and the Districtof Columbia) and its possessions. Other terms used herein have the meanings given to them by the Code andthe Treasury Regulations issued thereunder.
Related Derivatives Transactions
In connection with the issuance of Notes, the Bank may enter into negotiated currency and/or interest
rate swap or other financial derivative transactions, as described in the Information Statement under “RiskManagement — Derivatives”. The Bank’s counterparty in any such derivative transaction may be an
institution that is also acting as Dealer with respect to the Notes, or an affiliate of a Dealer. Payments to bemade and received by the Bank under any such derivative transaction may be calculated on the basis of theamounts payable by the Bank under the Notes and the proceeds payable to the Bank in connection with thesale of the Notes, either before or after deduction of the commissions described in the related Pricing
Supplement. However, the Bank’s rights and obligations under any such derivative transaction will bewholly independent of its rights and obligations under the Notes, and the holders of the Notes will have nointerest in any such derivative transaction or any payment to which the Bank may be entitled thereunder.

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VALIDITY OF THE NOTESThe validity of the Notes will be passed on by the Senior Vice President and General Counsel, or a
Deputy General Counsel or the Chief Counsel, Finance, of the Bank and by Sullivan & Cromwell (as toNotes governed by New York law), Linklaters & Paines (as to Notes governed by English law) and Hengeler
Mueller Weitzel Wirtz (as to Notes governed by German law), counsel to the Dealers, each of which, withrespect to certain matters, will rely upon counsel to the Bank. It is expected that the validity of Notes
governed by the law of any other jurisdiction will be passed on by counsel to the relevant Dealers at the timeof issue.
The opinions of counsel to the Bank, Sullivan & Cromwell, Linklaters & Paines and Hengeler Mueller
Weitzel Wirtz will be conditioned upon, and subject to certain assumptions regarding, future action required
to be taken by the Bank and the Fiscal Agent or the Global Agent in connection with the issuance and sale ofany particular Note, the specific terms of Notes and other matters which may affect the validity of Notes but
which cannot be ascertained on the date of such opinions.

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GENERAL INFORMATION
1. The issuance of the Notes by the Bank and the execution of all documents associated with the
Facility in order to fund the Bank’s loans, guarantees and liquid assets portfolio has been authorized without
limit by Resolution No. 96-3, approved by the Executive Directors of the Bank on July 30, 1996.
2. The Notes will not be issued under an indenture, and no trustee is provided for in the Notes.
3. Under Article 109G of the Treaty establishing the European Communities, as amended by theTreaty on European Union, the currency composition of the ECU may not be changed. From the start of thethird stage of European monetary union, the value of the ECU as against the currencies of the member states
participating in the third stage will be irrevocably fixed, and the ECU will become a currency in its own
right. (It is anticipated that supplementary information may be included and the relevant terms andconditions may be modified or supplemented in the Pricing Supplement for any issue of Notes denominatedin ECU, in each case as the Bank may consider appropriate as of the date of the relevant issue.)
4. Each issue of Deutsche mark denominated Notes will take place in compliance with the guidelinesof the German central bank regarding the issue of Deutsche mark denominated debt securities. In particular,
only credit institutions domiciled in the Federal Republic of Germany (including German branches offoreign banks) will act as Dealers in relation to the Deutsche mark denominated Notes, except in the case of
an issue of Deutsche mark denominated Notes on a syndicated basis (in which case only the lead manager isrequired to be a credit institution domiciled in the Federal Republic of Germany). Moreover, Deutsche markdenominated Notes must have an original maturity of not less than two years and may not contain any put orcall option entitling the Bank or the Noteholders to redeem such Notes on or prior to the second anniversaryof the relevant issue date.
Pursuant to the terms of each DKV Global Note and any DTC Global Note relating to an issue ofNotes denominated in Deutsche mark and governed by the laws of the Federal Republic of Germany, any
Noteholder may enforce its rights under its Notes on the basis of an appropriate statement of the financial
institution with which it maintains a securities account in respect of the Notes held by it and a certified copyof the relevant DKV Global Note or DTC Global Note, as the case may be.
5. Only a registered credit institution meeting the relevant requirements of De Nederlandsche Bank
may act as a Dealer for an issue of Notes denominated in Netherlands guilders. For syndicated issues, aregistered credit institution will be appointed as a joint lead manager for such Notes.
6. Banque Paribas has been appointed as the arranger (the “Arranger”) for the issue of Notes
denominated in French francs or in any other currency but directly or indirectly linked to the French franc(“FRF Notes”) under the Facility. Only credit establishments or investment institutions established in amember State of the European Union may act as Dealers for, or lead managers of, FRF Notes. The Bank, theArranger and the purchasers of FRF Notes under the Facility will comply with the rules and regulations
relating to the Marché de l’Euro-franc of the Comité des Emissions (the “Euro FRF Regulations”).
The minimum maturity of FRF Notes must be one year. In addition, no part of FRF Notes may beredeemed prior to the first anniversary of the relevant Issue Date. Issues of indexed or equity linked FRF
Notes must be made in compliance with the Principes Généraux set by the Commission des Opérations deBourse (the “COB”) and the Conseil des Bourses de Valeurs (the “CBV”). The Euro FRF Regulations
recommend the listing of French Franc Notes on the Paris Bourse where either (a) such FRF Notes are, or
are intended to be, listed on any other stock exchange or (b) such FRF Notes are, or are intended to be,
distributed as a public offer (within the meaning of the Euro FRF Regulations, as may be amended from time
to time). For the sole purpose of listing FRF Notes on the Paris Stock Exchange, this Prospectus has been
submitted for clearance to the COB and has been registered by the COB under no. P 97-326 dated October 2,
1997.

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Responsibility statement:
PERSONNES QUI ASSUMENTLA RESPONSABILITE DU “DOCUMENT DE BASE” (“PROSPECTUS”)(a) AU NOM DE L’EMETTEUR
A la connaissance de l’émetteur, les données du présent Document de Base sont conformes à laréalité et ne comportent pas d’omissions de nature à en altérer la portée.
International Bank for Reconstruction and Development
Gary L. Perlin
Vice President and Treasurer(b) AU NOM DE LA BANQUE PRESENTATRICE
A la connaissance de la banque présentatrice, les données du présent Document de Base sontconformes à la réalité et ne comportent pas d’omissions de nature à en altérer la portée.
Banque Paribas
Dominique Hoenn
Membre du Directoire
COMMISSION DES OPERATIONS DE BOURSE
En vue de la cotation à Paris des obligations éventuellement émises dans le cadre de cette Facilité,et par application des articles 6 et 7 de l’ordonnance no. 67-833 du 28 septembre 1967 telle que
modifiée, la Commission des Opérations de Bourse a enregistré le présent Document de Base sous
le no. P 97-326 en date du 2 octobre 1997.
For information purposes only, English translation of the responsibility statement:“PERSONS RESPONSIBLE FOR THE PROSPECTUS(c) THE ISSUER
To the best of the knowledge of the issuer, the information contained in this Prospectus is accurate
and there is no omission which could make it misleading.
International Bank for Reconstruction and Development
Gary L. Perlin
Vice President and Treasurer(d) THE ARRANGER
To the best of the knowledge of the arranger, the information contained in this Prospectus isaccurate and there is no omission which could make it misleading.
Banque Paribas
Dominique Hoenn
Membre du Directoire
COMMISSION FOR STOCK EXCHANGE OPERATIONS
Pursuant to Articles 6 and 7 of Ordinance no. 67-833 of September 28, 1967, as amended, for the
purpose of listing securities which may be issued under the Facility on the Paris Stock Exchange,
the COB has registered this Prospectus under no. P 97-326 dated October 2, 1997.”

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INTERNATIONAL BANK FOR
RECONSTRUCTION AND DEVELOPMENT
1818 H Street, NW
Washington, DC 20433

FISCAL AGENT
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045

GLOBAL AGENT
Morgan Guaranty Trust Company of New York
60 Victoria Embankment
London EC4Y 0JP

LISTING AND SPECIAL AGENT,PAYING AGENT
AND TRANSFER AGENT
Banque Paribas Luxembourg
10A Boulevard Royal
L-2093 Luxembourg

LEGAL ADVISERS TO THE DEALERS
As to United States law

As to English law

Sullivan & Cromwell1701 Pennsylvania Avenue, NW
Washington, DC 20006

Linklaters & Paines
885 Third Avenue
New York, NY 10022

As to German law
Hengeler Mueller Weitzel Wirtz
Bockenheimer Landstrasse 51
60325 Frankfurt am Main