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                                                                 Exhibit 2(b)(i)

                        TERMS AND CONDITIONS OF THE NOTES

The following is the text of the terms and conditions that, subject to
completion and amendment and as supplemented or varied in accordance with the
provisions of the relevant Pricing Supplement, shall be applicable to the Notes
in definitive form (if any) issued in exchange for the Global Note(s)
representing each Series. Either (i) the full text of these terms and conditions
together with the relevant provisions of the Pricing Supplement or (ii) these
terms and conditions as so completed, amended, supplemented or varied (and
subject to simplification by the deletion of non-applicable provisions), shall
be endorsed on such Bearer Notes or on the Certificates relating to such
Registered Notes. All capitalised terms that are not defined in these Conditions
will have the meanings given to them in the relevant Pricing Supplement. Those
definitions will be endorsed on the definitive Notes or Certificates, as the
case may be. References in the Conditions to "Notes" are to the Notes of one
Series only, not to all Notes that may be issued under the Programme.

The Notes are constituted by a Trust Deed dated 27th February 1996 (as amended
and/or supplemented and/or restated as at the date of issue of the Notes (the
"Issue Date"), the "Trust Deed") between the original issuer, Telenor AS (now
Telenor Communication AS) (the "Original Issuer") and Citicorp Trustee Company
Limited (the "Trustee", which expression shall include all persons for the time
being the trustee or trustees under the Trust Deed) as trustee for the
Noteholders (as defined below). Pursuant to a Supplemental Trust Deed dated 10th
April 2002 Telenor ASA (the "Issuer") was substituted with effect on and from
15th April 2002 in place of the Original Issuer in respect of the then existing
notes issued under the Programme (as defined in the Trust Deed) and pursuant to
a further Supplemental Trust Deed dated 17th April 2002 the Issuer became the
issuer in place of the Original Issuer for the purposes of the Trust Deed,
enabling the Issuer to issue, on and after 17th April 2002, notes to be
constituted by the Trust Deed. These terms and conditions include summaries of,
and are subject to, the detailed provisions of the Trust Deed, which includes
the form of the Bearer Notes, Certificates, Receipts, Coupons and Talons
referred to below. An Agency Agreement (as amended and/or supplemented and/or
restated as at the Issue Date, the "Agency Agreement") dated 17th April 2002 has
been entered into in relation to the Notes between the Issuer, the Trustee,
Citibank, N.A., London branch as initial issuing and paying agent and
calculation agent and the other agents named in it. The issuing and paying
agent, the paying agents, the registrar, the transfer agents and the calculation
agent(s) for the time being (if any) are referred to below respectively as the
"Issuing and Paying Agent", the "Paying Agents"(which expression shall include
the Issuing and Paying Agent), the "Registrar", the "Transfer Agents"(which
expression shall include the Registrar) and the "Calculation Agent(s)".Copies of
the Trust Deed and the Agency Agreement are available for inspection during
usual business hours at the principal office of the Trustee (at 11th July 2002
at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB) and at the
specified offices of the Paying Agents and the Transfer Agents.

The Noteholders, the holders of the interest coupons (the "Coupons"),
appertaining to interest bearing Notes in bearer form and, where applicable in
the case of such Notes, talons for further Coupons (the "Talons"), (the
"Couponholders"), and the holders of the receipts for the payment of instalments
of principal (the "Receipts"), relating to Notes in bearer form of which the
principal is payable in instalments are entitled to the benefit of, are bound
by, and are deemed to have notice of, all the provisions of the Trust Deed and
are deemed to have notice of those provisions applicable to them of the Agency
Agreement.

1.    FORM,DENOMINATION AND TITLE

The Notes are issued in bearer form ("Bearer Notes", which expression includes
Notes that are specified to be Exchangeable Bearer Notes), in registered form
("Registered Notes"), or in bearer form exchangeable for Registered Notes
("Exchangeable Bearer Notes"), in each case in the Denomination(s) shown hereon.

All Registered Notes shall have the same Denomination. Where Exchangeable Bearer
Notes are issued, the Registered Notes for which they are exchangeable shall
have the same Denomination as the lowest denomination of Exchangeable Bearer
Notes.





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Bearer Notes are serially numbered and are issued with Coupons (and, where
appropriate, a Talon) attached, save in the case of Notes that do not bear
interest in which case references to interest (other than in relation to
interest due after the Maturity Date), Coupons and Talons in these Conditions
are not applicable. Any Bearer Note the principal amount of which is redeemable
in instalments is issued with one or more Receipts attached.

Registered Notes are represented by registered certificates ("Certificates"),
and, save as provided in Condition 2(c), each Certificate shall represent the
entire holding of Registered Notes by the same holder.

Title to the Bearer Notes and the Receipts, Coupons and Talons shall pass by
delivery. Title to the Registered Notes shall pass by registration in the
register that the Issuer shall procure to be kept by the Registrar in accordance
with the provisions of the Agency Agreement (the "Register"). Except as ordered
by a court of competent jurisdiction or as required by law, the holder (as
defined below) of any Note, Receipt, Coupon or Talon shall be deemed to be and
may be treated as its absolute owner for all purposes whether or not it is
overdue and regardless of any notice of ownership, trust or an interest in it,
any writing on it (or on the Certificate representing it) or its theft or loss
(or that of the related Certificate) and no person shall be liable for so
treating the holder.

In these Conditions, "Noteholder" means the bearer of any Bearer Note and the
Receipts relating to it or the person in whose name a Registered Note is
registered (as the case may be), "holder"(in relation to a Note, Receipt, Coupon
or Talon) means the bearer of any Bearer Note, Receipt, Coupon or Talon or the
person in whose name a Registered Note is registered (as the case may be) and
capitalised terms have the meanings given to them hereon, the absence of any
such meaning indicating that such term is not applicable to the Notes.

2.   EXCHANGES OF EXCHANGEABLE BEARER NOTES AND TRANSFERS OF REGISTERED NOTES

(a)  Exchange of Exchangeable Bearer Notes

     Subject as provided in Condition 2(f), Exchangeable Bearer Notes may be
     exchanged for the same aggregate principal amount of Registered Notes at
     the request in writing of the relevant Noteholder and upon surrender of
     each Exchangeable Bearer Note to be exchanged, together with all unmatured
     Receipts, Coupons and Talons relating to it, at the specified office of any
     Transfer Agent; provided, however, that where an Exchangeable Bearer Note
     is surrendered for exchange after the Record Date (as defined in Condition
     7(b)) for any payment of interest, the Coupon in respect of that payment of
     interest need not be surrendered with it. Registered Notes may not be
     exchanged for Bearer Notes. Bearer Notes of one Denomination may not be
     exchanged for Bearer Notes of another Denomination. Bearer Notes that are
     not Exchangeable Bearer Notes may not be exchanged for Registered Notes.

(b)  Transfer of Registered Notes

     One or more Registered Notes may be transferred upon the surrender (at the
     specified office of the Registrar or any Transfer Agent) of the Certificate
     representing such Registered Notes to be transferred, together with the
     form of transfer endorsed on such Certificate duly completed and executed
     and any other evidence as the Registrar or Transfer Agent may reasonably
     require. In the case of a transfer of part only of a holding of Registered
     Notes represented by one Certificate, a new Certificate shall be issued to
     the transferee in respect of the part transferred and a further new
     Certificate in respect of the balance of the holding not transferred shall
     be issued to the transferor.

(c)  Exercise of Options or Partial Redemption in Respect of Registered Notes

     In the case of an exercise of an Issuer's or Noteholders' option in respect
     of, or a partial redemption of, a holding of Registered Notes represented
     by a single Certificate, a new Certificate shall be issued to the holder to
     reflect the exercise of such option or in respect of the balance of the
     holding not redeemed. In the case of a partial exercise of an option
     resulting in Registered Notes of the same holding having different terms,
     separate Certificates shall be





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     issued in respect of those Notes of that holding that have the same
     terms. New Certificates shall only be issued against surrender of the
     existing Certificates to the Registrar or any Transfer Agent. In the case
     of a transfer of Registered Notes to a person who is already a holder of
     Registered Notes, a new Certificate representing the enlarged holding shall
     only be issued against surrender of the Certificate representing the
     existing holding.

(d)  Delivery of New Certificates

     Each new Certificate to be issued pursuant to Conditions 2(a), (b) or (c)
     shall be available for delivery within three business days of receipt of
     the request for exchange, form of transfer or Exercise Notice or surrender
     of the Certificate for exchange. Delivery of the new Certificate(s) shall
     be made at the specified office of the Transfer Agent or of the Registrar
     (as the case may be) to whom delivery or surrender of such request for
     exchange, form of transfer, Exercise Notice or Certificate shall have been
     made or, at the option of the holder making such delivery or surrender as
     aforesaid and as specified in the relevant request for exchange, form of
     transfer, Exercise Notice or otherwise in writing, be mailed by uninsured
     post at the risk of the holder entitled to the new Certificate to such
     address as may be so specified, unless such holder requests otherwise and
     pays in advance to the relevant Agent the costs of such other method of
     delivery and/or such insurance as it may specify. In this Condition 2(d),
     "business day" means a day, other than a Saturday or Sunday, on which banks
     are open for business in the place of the specified office of the relevant
     Transfer Agent or the Registrar.

(e)  Exchange Free of Charge

     Exchange and transfer of Notes and Certificates on registration, transfer,
     exercise of an option or partial redemption shall be effected without
     charge by or on behalf of the Issuer, the Registrar or the Transfer Agents,
     but upon payment of any tax or other governmental charges that may be
     imposed in relation to it (or the giving of such indemnity as the Registrar
     or the relevant Transfer Agent may require).

(f)  Closed Periods

     No Noteholder may require the transfer of a Registered Note to be
     registered or an Exchangeable Bearer Note to be exchanged for one or more
     Registered Note(s) (i) during the period of 15 days ending on the due date
     for redemption of, or payment of any Instalment Amount in respect of, that
     Note, (ii) during the period of 15 days prior to any date on which Notes
     may be called for redemption by the Issuer at its option pursuant to
     Condition 6(d), (iii) after any such Note has been called for redemption or
     (iv) during the period of 7 days ending on (and including) any Record
     Date. An Exchangeable Bearer Note called for redemption may, however, be
     exchanged for one or more Registered Note(s) in respect of which the
     Certificate is simultaneously surrendered not later than the relevant
     Record Date.

3.   STATUS

The Notes and the Receipts and Coupons relating to them constitute (subject to
Condition 4) unsecured and unsubordinated obligations of the Issuer and shall at
all times rank pari passu and without any preference among themselves. The
payment obligations of the Issuer under the Notes and the Receipts and Coupons
relating to them shall, save for such exceptions as may be provided by
applicable legislation and subject to Condition 4, at all times rank at least
equally with all other unsecured and unsubordinated indebtedness and monetary
obligations of the Issuer, present and future.

4.   NEGATIVE PLEDGE

So long as any of the Notes, Receipts or Coupons remains outstanding (as defined
in the Trust Deed) the Issuer will not and will ensure that none of its
Principal Subsidiaries (as defined in Condition 10) will create or permit to
subsist any mortgage, charge, pledge, lien or other form of encumbrance or
security interest ("Security"), upon the whole or any part of its undertaking,
assets or revenues present or future to secure any Relevant Debt, or any
guarantee of or indemnity in respect of any Relevant Debt unless,





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at the same time or prior thereto, the Issuer's obligations under the Notes, the
Receipts, the Coupons and the Trust Deed (aa) are secured equally and rateable
therewith, or (bb) have the benefit of such other security or other arrangement
as the Trustee in its absolute discretion shall deem to be not materially less
beneficial to the Noteholders or as shall be approved by an Extraordinary
Resolution (as defined in the Trust Deed) of the Noteholders.

For the purposes of this Condition, "Relevant Debt" means any present or future
indebtedness in the form of, or represented by, securities which are for the
time being, or are capable of being, quoted, listed or ordinarily dealt in on
any stock exchange, over-the-counter or other securities market.

5.   INTEREST AND OTHER CALCULATIONS

(a)  Interest Rate and Accrual

     Each Note bears interest on its outstanding principal amount from the
     Interest Commencement Date at the rate per annum (expressed as a
     percentage) equal to the Interest Rate, such interest being payable in
     arrear on each Interest Payment Date.

     Interest shall cease to accrue on each Note on the due date for redemption
     unless, upon due presentation, payment of the full amount of principal is
     improperly withheld or refused, in which event interest shall continue to
     accrue (as well after as before judgment) at the Interest Rate in the
     manner provided in this Condition 5 to the Relevant Date (as defined in
     Condition 8).

(b)  Business Day

     Convention If any date referred to in these Conditions that is specified to
     be subject to adjustment in accordance with a Business Day Convention would
     otherwise fall on a day that is not a Business Day, then, if the Business
     Day Convention specified is (i) the Floating Rate Business Day Convention,
     such date shall be postponed to the next day that is a Business Day unless
     it would thereby fall into the next calendar month, in which event (A) such
     date shall be brought forward to the immediately preceding Business Day and
     (B) each subsequent such date shall be the last Business Day of the month
     in which such date would have fallen had it not been subject to adjustment,
     (ii) the Following Business Day Convention, such date shall be postponed to
     the next day that is a Business Day, (iii) the Modified Following Business
     Day Convention, such date shall be postponed to the next day that is a
     Business Day unless it would thereby fall into the next calendar month, in
     which event such date shall be brought forward to the immediately preceding
     Business Day or (iv) the Preceding Business Day Convention, such date shall
     be brought forward to the immediately preceding Business Day.

(c)  Interest Rate on Floating Rate Notes

     (A)  ISDA Determination for Floating Rate Notes

          Where ISDA Determination is specified hereon as the manner in which
          the Interest Rate is to be determined, the Interest Rate for each
          Interest Accrual Period shall be determined by the Calculation Agent
          as a rate equal to the relevant ISDA Rate plus or minus (as indicated
          hereon) the Margin (if any). For the purposes of this sub-paragraph
          (A), "ISDA Rate"for an Interest Accrual Period means a rate equal to
          the Floating Rate that would be determined by the Calculation Agent
          under a Swap Transaction under the terms of an agreement incorporating
          the 2000 ISDA Definitions, as published by the International Swaps and
          Derivatives Association, Inc. and as amended and updated as at the
          Issue Date of the first Tranche of the Notes (the "ISDA Definitions")
          and under which:

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

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

          (z)  the relevant Reset Date is the first day of that Interest Accrual
               Period unless otherwise specified hereon. For the purposes of
               this sub-paragraph (A), "Floating Rate", "Calculation Agent",
               "Floating Rate Option", "Designated Maturity", "Reset





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               Date" and "Swap Transaction" have the meanings given to those
               terms in the ISDA Definitions.

(B)  Screen Rate Determination for Floating Rate Notes

     If the Interest Rate is specified as being Floating Rate, the Interest Rate
     for each Interest Accrual Period shall be determined by the Calculation
     Agent at or about the Relevant Time on the Interest Determination Date in
     respect of each Interest Accrual Period in accordance with the following:

     (i)  if the Primary Source for the Floating Rate is a Page, subject as
          provided below, the Interest Rate shall be:

          (x)  the Relevant Rate (where such Relevant Rate on such Page is a
               composite quotation or is customarily supplied by one entity); or

          (y)  the arithmetic mean of the Relevant Rates of the persons whose
               Relevant Rates appear on that Page,

     in each case appearing on such Page at the Relevant Time on the Interest
     Determination Date;

     (ii) if the Page specified in the Pricing Supplement as a Primary Source
          permanently ceases to quote the Relevant Rate(s) but such quotation(s)
          is/are available from another page, section or other part of such
          information service selected by the Calculation Agent (the
          "Replacement Page"), the Replacement Page shall be substituted as the
          Primary Source for Interest Rate Quotations and if no Replacement Page
          exists but such quotation(s) is/are available from a page, section or
          other part of a different information service selected by the
          Calculation Agent and approved by the Issuer (the "Secondary
          Replacement Page"), the Secondary Replacement Page shall be
          substituted as the Primary Source for Interest Rate Quotations;

     (iii) if the Primary Source for the Floating Rate is Reference Banks or if
          sub-paragraph (i)(x) applies and no Relevant Rate appears on the Page
          at the Relevant Time on the Interest Determination Date or if
          sub-paragraph (i)(y) above applies and fewer than two Relevant Rates
          appear on the Page at the Relevant Time on the Interest Determination
          Date, subject as provided below, the Interest Rate shall be the
          arithmetic mean of the Relevant Rates that each of the Reference Banks
          is quoting to leading banks in the Relevant Financial Centre at the
          Relevant Time on the Interest Determination Date, as determined by the
          Calculation Agent; and

     (iv) if paragraph (iii) above applies and the Calculation Agent determines
          that fewer than two Reference Banks are so quoting Relevant Rates,
          subject as provided below, the Interest Rate shall be the arithmetic
          mean of the rates per annum (expressed as a percentage) that the
          Calculation Agent determines to be the rates (being the nearest
          equivalent to the Benchmark) in respect of a Representative Amount of
          the Relevant Currency that at least two out of five leading banks in
          the principal financial centre of the country of the Relevant Currency
          or, if the Relevant Currency is euro, in the Euro-zone as selected by
          the Calculation Agent (the "Principal Financial Centre") are quoting
          at or about the Relevant Time on the date on which such banks would
          customarily quote such rates for a period commencing on the Effective
          Date for a period equivalent to the Specified Duration (x) to leading
          banks carrying on business in Europe, or (if the Calculation Agent
          determines that fewer than two of such banks are so quoting to leading
          banks in Europe) (y) to leading banks carrying on business in the
          Principal Financial Centre; except that, if fewer than two of such
          banks are so quoting to leading banks in the Principal Financial
          Centre, the Interest Rate shall be the Interest Rate determined on the
          previous Interest Determination Date (after readjustment for any
          difference between any Margin, Rate Multiplier or Maximum or





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               Minimum Interest Rate applicable to the preceding Interest
               Accrual Period and to the relevant Interest Accrual Period).

(d)  Interest Rate on Zero Coupon Notes

     Where a Note the Interest Rate of which is specified to be Zero Coupon is
     repayable prior to the Maturity Date and is not paid when due, the amount
     due and payable prior to the Maturity Date shall be the Redemption Amount
     of such Note as determined in accordance with Condition 6(b). As from the
     Maturity Date, the Interest Rate for any overdue principal of such a Note
     shall be a rate per annum (expressed as a percentage) equal to the
     Amortisation Yield (as described in Condition 6(b)).

(e)  Margin, Maximum/Minimum Interest Rates, Instalment Amounts and Redemption
     Amounts, Rate Multipliers and Rounding

     (i)  If any Margin or Rate Multiplier is specified hereon (either (x)
          generally, or (y) in relation to one or more Interest Accrual
          Periods), an adjustment shall be made to all Interest Rates, in the
          case of (x), or the Interest Rates for the specified Interest Accrual
          Periods, in the case of (y), calculated in accordance with (c) above
          by adding (if a positive number) or subtracting the absolute value (if
          a negative number) of such Margin or multiplying by such Rate
          Multiplier, subject always to the next paragraph.

     (ii) If any Maximum or Minimum Interest Rate, Instalment Amount or
          Redemption Amount is specified hereon, then any Interest Rate,
          Instalment Amount or Redemption Amount shall be subject to such
          maximum or minimum, as the case may be.

    (iii) For the purposes of any calculations required pursuant to these
          Conditions (unless otherwise specified), (x) all percentages resulting
          from such calculations shall be rounded, if necessary, to the nearest
          one hundred-thousandth of a percentage point (with halves being
          rounded up), (y) all figures shall be rounded to seven significant
          figures (with halves being rounded up) and (z) all currency amounts
          that fall due and payable shall be rounded to the nearest unit of such
          currency (with halves being rounded up), save in the case of yen,
          which shall be rounded down to the nearest yen. For these purposes
          "unit" means, with respect to any currency other than euro, the lowest
          amount of such currency that is available as legal tender in the
          country(ies) of such currency and, with respect to euro, means 0.01
          euro.

(f)  Calculations

The amount of interest payable in respect of any Note for any period shall be
calculated by multiplying the product of the Interest Rate and the outstanding
principal amount of such Note by the Day Count Fraction, unless an Interest
Amount (or a formula for its calculation) is specified in respect of such
period, in which case the amount of interest payable in respect of such Note for
such period shall equal such Interest Amount (or be calculated in accordance
with such formula). Where any Interest Period comprises two or more Interest
Accrual Periods, the amount of interest payable in respect of such Interest
Period shall be the sum of the amounts of interest payable in respect of each of
those Interest Accrual Periods.

(g)  Determination and Publication of Interest Rates, Interest Amounts,
     Redemption Amounts and Instalment Amounts

     As soon as practicable after the Relevant Time on each Interest
     Determination Date or such other time on such date as the Calculation Agent
     may be required to calculate any Redemption Amount or Instalment Amount,
     obtain any quote or make any determination or calculation, it shall
     determine the Interest Rate and calculate the amount of interest payable
     (the "Interest Amounts"), in respect of each Denomination of the Notes for
     the relevant Interest Accrual Period, calculate the Redemption Amount or
     Instalment Amount, obtain such quote or make such determination or
     calculation, as the case may be, and cause the Interest Rate and the
     Interest Amounts for each Interest Period and the relevant Interest Payment
     Date and, if required to be calculated, the





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     Redemption Amount or any Instalment Amount to be notified to the Trustee,
     the Issuer, each of the Paying Agents, the Noteholders, any other
     Calculation Agent appointed in respect of the Notes that is to make a
     further calculation upon receipt of such information and, if the Notes are
     listed on a stock exchange and the rules of such exchange so require, such
     exchange as soon as possible after their determination but in no event
     later than (i) the commencement of the relevant Interest Period, if
     determined prior to such time, in the case of notification to such exchange
     of an Interest Rate and Interest Amount, or (ii) in all other cases, the
     fourth Business Day after such determination. Where any Interest Payment
     Date or Interest Period Date is subject to adjustment pursuant to Condition
     5(b), the Interest Amounts and the Interest Payment Date so published may
     subsequently be amended (or appropriate alternative arrangements made with
     the consent of the Trustee by way of adjustment) without notice in the
     event of an extension or shortening of the Interest Period. If the Notes
     become due and payable under Condition 10, the accrued interest and the
     Interest Rate payable in respect of the Notes shall nevertheless continue
     to be calculated as previously in accordance with this Condition but no
     publication of the Interest Rate or the Interest Amount so calculated need
     be made unless the Trustee otherwise requires. The determination of each
     Interest Rate, Interest Amount, Redemption Amount and Instalment Amount,
     the obtaining of each quote and the making of each determination or
     calculation by the Calculation Agent(s) shall (in the absence of manifest
     error) be final and binding upon all parties.

(h)  Determination or Calculation by Trustee

     If the Calculation Agent does not at any time for any reason determine or
     calculate the Interest Rate for an Interest Period or any Interest Amount,
     Instalment Amount or Redemption Amount, the Trustee shall do so (or shall
     appoint an agent on its behalf to do so) and such determination or
     calculation shall be deemed to have been made by the Calculation Agent. In
     doing so, the Trustee shall apply the foregoing provisions of this
     Condition, with any necessary consequential amendments, to the extent that,
     in its opinion, it can do so, and, in all other respects it shall do so in
     such manner as it shall deem fair and reasonable in all the circumstances.

(i)  Definitions

     In these Conditions, unless the context otherwise requires, the following
     defined terms shall have the meanings set out below:

     "Business Day" means:

     (i)  in the case of a specified currency other than euro, a day (other than
          a Saturday or Sunday) on which commercial banks and foreign exchange
          markets settle payments in the principal financial centre for that
          currency; and/or

     (ii) in the case of euro, a day on which the TARGET system is operating (a
          "TARGET Business Day"); and/or

     (iii)in the case of a specified currency and/or one or more specified
          financial centres, a day (other than a Saturday or a Sunday) on which
          commercial banks and foreign exchange markets settle payments in the
          specified currency or, if none is specified, generally in each of the
          financial centres so specified.

     "Day Count Fraction" means, in respect of the calculation of an amount of
     interest on any Note for any period of time (from and including the first
     day of such period to but excluding the last) (whether or not constituting
     an Interest Period, the "Calculation Period"):

     (i)  if "Actual/365" or "Actual/Actual - ISDA" is specified hereon, the
          actual number of days in the Calculation Period divided by 365 (or, if
          any portion of that Calculation Period falls in a leap year, the sum
          of (A) the actual number of days in that portion of the Calculation
          Period falling in a leap year divided by 366 and (B) the actual number
          of days in that portion of the Calculation Period falling in a
          non-leap year divided by 365);

     (ii) if "Actual/365 (Fixed)" is specified hereon, the actual number of days
          in the Calculation Period divided by 365





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     (iii)if "Actual/360" is specified hereon, the actual number of days in the
          Calculation Period divided by 360;

     (iv) if "30/360", "360/360" or "Bond Basis" is specified hereon, the number
          of days in the Calculation Period divided by 360 (the number of days
          to be calculated on the basis of a year of 360 days with 12 30-day
          months (unless (a) the last day of the Calculation Period is the 31st
          day of a month but the first day of the Calculation Period is a day
          other than the 30th or 31st day of a month, in which case the month
          that includes that last day shall not be considered to be shortened to
          a 30-day month, or (b) the last day of the Calculation Period is the
          last day of the month of February, in which case the month of February
          shall not be considered to be lengthened to a 30-day month));

     (v)  if "30E/360" or "Eurobond Basis" is specified hereon, the number of
          days in the Calculation Period divided by 360 (the number of days to
          be calculated on the basis of a year of 360 days with 12 30-day
          months, without regard to the date of the first day or last day of the
          Calculation Period unless, in the case of a Calculation Period ending
          on the Maturity Date, the Maturity Date is the last day of the month
          of February, in which case the month of February shall not be
          considered to be lengthened to a 30-day month); and

     (vi) if "Actual/Actual - ISMA" is specified hereon,

          (a)  if the Calculation Period is equal to or shorter than the
               Determination Period during which it falls, the number of days in
               the Calculation Period divided by the product of (x) the number
               of days in such Determination Period and (y) the number of
               Determination Periods normally ending in any year; and

          (b)  if the Calculation Period is longer than one Determination
               Period, the sum of:

               (x)  the number of days in such Calculation Period falling in the
                    Determination Period in which it begins divided by the
                    product of (1) the number of days in such Determination
                    Period and (2) the number of Determination Periods normally
                    ending in any year; and

               (y)  the number of days in such Calculation Period falling in the
                    next Determination Period divided by the product of (1) the
                    number of days in such Determination Period and (2) the
                    number of Determination Periods normally ending in any year

               where "Determination Period" means the period from and including
               a Determination Date in any year to but excluding the next
               Determination Date (including, where either the Interest
               Commencement Date or the final Interest Payment Date is not a
               Determination Date, the period commencing on the first
               Determination Date prior to, and ending on the first
               Determination Date falling after, such date).

          "Effective Date" means, with respect to any Floating Rate to be
          determined on an Interest Determination Date, the date specified as
          such hereon or, if none is so specified, the first day of the Interest
          Accrual Period to which such Interest Determination Date relates.

          "euro" means the currency introduced at the start of the third stage
          of the European economic and monetary union pursuant to Article 109(4)
          of the Treaty establishing the European Communities as amended by the
          Treaty on European Union and by the Treaty of Amsterdam.

          "Euro-zone" means the region comprised of member states of the
          European Union that adopt the single currency in accordance with the
          Treaty establishing the European Community as amended by the Treaty on
          European Union and by the Treaty of Amsterdam.

          "Interest Accrual Period" means the period beginning on (and
          including) the Interest Commencement Date and ending on (but
          excluding) the first Interest Period Date and each





                                       17
<PAGE>


          successive period beginning on (and including) an Interest Period Date
          and ending on (but excluding) the next succeeding Interest Period
          Date.

          "Interest Commencement Date" means the Issue Date or such other date
          as may be specified hereon.

          "Interest Determination Date" means, with respect to an Interest Rate
          and Interest Accrual Period, the date specified as such hereon or, if
          none is so specified, (i) the first day of such Interest Accrual
          Period if the Relevant Currency is Sterling or (ii) the day falling
          two Business Days in London for the Relevant Currency prior to the
          first day of such Interest Accrual Period if the Relevant Currency is
          neither Sterling nor euro or (iii) the day falling two TARGET Business
          Days prior to the first day of such Interest Accrual Period if the
          Relevant Currency is euro.

          "Interest Period" means the period beginning on (and including) the
          Interest Commencement Date and ending on (but excluding) the first
          Interest Payment Date and each successive period beginning on (and
          including) an Interest Payment Date and ending on (but excluding) the
          next succeeding Interest Payment Date.

          "Interest Period Date" means each Interest Payment Date unless
          otherwise specified hereon.

          "Interest Rate" means the rate of interest payable from time to time
          in respect of this Note and that is either specified or calculated in
          accordance with the provisions hereon.

          "Page" means such page, section, caption, column or other part of a
          particular information service (including, but not limited to,
          Moneyline Telerate ("Telerate")) as may be specified for the purpose
          of providing a Relevant Rate, or such other page, section, caption,
          column or other part as may replace it on that information service or
          on such other information service, in each case as may be nominated by
          the person or organisation providing or sponsoring the information
          appearing there for the purpose of displaying rates or prices
          comparable to that Relevant Rate.

          "Reference Banks" means the institutions specified as such hereon or,
          if none, four major banks selected by the Calculation Agent in the
          interbank market (or, if appropriate, money swap or over-the-counter
          index options market) that is most closely connected with the
          Benchmark (which, if EURIBOR is the relevant Benchmark, shall be the
          Euro-zone).

          "Relevant Currency" means the currency specified hereon or, if none is
          specified, the currency in which the Notes are denominated.

          "Relevant Financial Centre" means, with respect to any Floating Rate
          to be determined on an Interest Determination Date, the financial
          centre as may be specified as such hereon or, if none is so specified,
          the financial centre with which the relevant Benchmark is most closely
          connected (which, in the case of EURIBOR, shall be the Euro-zone) or,
          if none is so connected, London.

          "Relevant Rate" means the Benchmark for a Representative Amount of the
          Relevant Currency for a period (if applicable or appropriate to the
          Benchmark) equal to the Specified Duration commencing on the Effective
          Date.

          "Relevant Time" means, with respect to any Interest Determination
          Date, the local time in the Relevant Financial Centre specified hereon
          or, if no time is specified, the local time in the Relevant Financial
          Centre at which it is customary to determine bid and offered rates in
          respect of deposits in the Relevant Currency in the interbank market
          in the Relevant Financial Centre and for this purpose "local time"
          means, with respect to Europe and the Euro-zone as a Relevant
          Financial Centre, Central European Time.

          "Representative Amount" means, with respect to any Floating Rate to be
          determined on an Interest Determination Date, the amount specified as
          such hereon or, if none is specified, an amount that is representative
          for a single transaction in the relevant market at the time.





                                       18
<PAGE>


          "Specified Duration" means, with respect to any Floating Rate to be
          determined on an Interest Determination Date, the duration specified
          hereon or, if none is specified, a period of time equal to the
          relative Interest Accrual Period, ignoring any adjustment pursuant to
          Condition 5(b).

          "Target System" means the Trans-European Automated Real-Time Gross
          Settlement Express Transfer (TARGET) System or any successor thereto.

(j)  Calculation Agent and Reference Banks

     The Issuer shall procure that there shall at all times be four Reference
     Banks (or such other number as may be required) with offices in the
     Relevant Financial Centre and one or more Calculation Agents if provision
     is made for them hereon. If any Reference Bank (acting through its relevant
     office) is unable or unwilling to continue to act as a Reference Bank, then
     the Issuer shall (with the prior approval of the Trustee) appoint another
     Reference Bank with an office in the Relevant Financial Centre to act as
     such in its place. Where more than one Calculation Agent is appointed in
     respect of the Notes, references in these Conditions to the Calculation
     Agent shall be construed as each Calculation Agent performing its
     respective duties under the Conditions. If the Calculation Agent is unable
     or unwilling to act as such or if the Calculation Agent fails duly to
     establish the Interest Rate for an Interest Period or Interest Accrual
     Period or to calculate any Interest Amount, Instalment Amount or the
     Redemption Amount or to comply with any other requirement, the Issuer shall
     (with the prior approval of the Trustee) appoint a leading bank or
     investment banking firm engaged in the interbank market (or, if
     appropriate, money, swap or over-the-counter index options market) that is
     most closely connected with the calculation or determination to be made by
     the Calculation Agent (acting through its principal London office or any
     other office actively involved in such market) to act as such in its place.

     The Calculation Agent may not resign its duties without a successor having
     been appointed as aforesaid.

6.   REDEMPTION,PURCHASE AND OPTIONS

(a)  Redemption by Instalments and Final Redemption

     (i)  Unless previously redeemed, purchased and cancelled as provided
          in this Condition 6 or the relevant Instalment Date (being one of the
          dates so specified hereon) is extended pursuant to any Issuer's or
          Noteholder's option in accordance with Condition 6(d) or (e), each
          Note that provides for Instalment Dates and Instalment Amounts shall
          be partially redeemed on each Instalment Date at the related
          Instalment Amount specified hereon. The outstanding principal amount
          of each such Note shall be reduced by the Instalment Amount (or, if
          such Instalment Amount is calculated by reference to a proportion of
          the principal amount of such Note, such proportion) for all purposes
          with effect from the related Instalment Date, unless payment of the
          Instalment Amount is improperly withheld or refused on presentation of
          the related Receipt, in which case, such amount shall remain
          outstanding until the Relevant Date relating to such Instalment
          Amount.

     (ii) Unless previously redeemed, purchased and cancelled as provided below
          or its maturity is extended pursuant to any Issuer's or Noteholder's
          option in accordance with Condition 6(d) or (e), each Note shall be
          finally redeemed on the Maturity Date specified hereon at its
          Redemption Amount (which, unless otherwise provided hereon, is its
          principal amount) or, in the case of a Note falling within paragraph
          (i) above, its final Instalment Amount.

(b)  Early Redemption of Zero Coupon Notes

     (i)  The Redemption Amount payable in respect of any Note that does not
          bear interest prior to the Maturity Date, the Redemption Amount of
          which is not linked to an index and/or a formula, upon redemption of
          such Note pursuant to Condition 6(c) or upon it becoming due and
          payable as provided in Condition 10 shall be the Amortised Face Amount
          (calculated as provided below) of such Note.





                                       19
<PAGE>


     (ii) Subject to the provisions of sub-paragraph (iii) below, the Amortised
          Face Amount of any such Note shall be the scheduled Redemption Amount
          of such Note on the Maturity Date discounted at a rate per annum
          (expressed as a percentage) equal to the Amortisation Yield (which, if
          none is shown hereon, shall be such rate as would produce an Amortised
          Face Amount equal to the issue price of the Notes if they were
          discounted back to their issue price on the Issue Date for the first
          Tranche of the Notes) compounded annually. Where such calculation is
          to be made for a period of less than one year, it shall be made on the
          basis of the Day Count Fraction shown hereon.

     (iii) If the Redemption Amount payable in respect of any such Note upon its
          redemption pursuant to Condition 6(c), (d) or (e) or upon it becoming
          due and payable as provided in Condition 10 is not paid when due, the
          Redemption Amount due and payable in respect of such Note shall be the
          Amortised Face Amount of such Note as defined in sub-paragraph (ii)
          above, except that such sub-paragraph shall have effect as though the
          reference therein to the date on which the Note becomes due and
          payable were replaced by a reference to the Relevant Date. The
          calculation of the Amortised Face Amount in accordance with this
          sub-paragraph shall continue to be made (as well after as before
          judgment) until the Relevant Date, unless the Relevant Date falls on
          or after the Maturity Date, in which case the amount due and payable
          shall be the scheduled Redemption Amount of such Note on the Maturity
          Date together with any interest that may accrue in accordance with
          Condition 5(d).

(c)  Redemption for Taxation Reasons

     The Notes may be redeemed at the option of the Issuer in whole, but not in
     part, on any Interest Payment Date or, if so specified hereon, at any time,
     on giving not less than 30 nor more than 60 days' notice to the Noteholders
     (which notice shall be irrevocable and which shall be published in
     accordance with Condition 16) at their Redemption Amount (together with
     interest accrued to the date fixed for redemption), if (i) the Issuer
     satisfies the Trustee immediately before the giving of such notice that it
     has or will become obliged to pay additional amounts as described under
     Condition 8 as a result of any change in, or amendment to, the laws or
     regulations of the Kingdom of Norway or any political subdivision or any
     authority thereof or therein having power to tax, or any change in the
     application or official interpretation of such laws or regulations, which
     change or amendment becomes effective on or after the Issue Date, and (ii)
     such obligation cannot be avoided by the Issuer taking reasonable measures
     available to it, provided that no such notice of redemption shall be given
     earlier than 90 days prior to the earliest date on which the Issuer would
     be obliged to pay such additional amounts were a payment in respect of the
     Notes then due. Before the publication of any notice of redemption pursuant
     to this paragraph, the Issuer shall deliver to the Trustee (aa) a
     certificate signed by two Directors of the Issuer stating that the
     obligation referred to in (i) above cannot be avoided by the Issuer taking
     reasonable measures available to it and (bb) a legal opinion acceptable to
     the Trustee to the effect that the Issuer has or will become obliged to pay
     such additional amounts as a result of such change or amendment and the
     Trustee shall be entitled to accept such certificate or opinion as
     sufficient evidence of the satisfaction of the condition precedent set out
     in (ii) above in which event it shall be conclusive and binding on
     Noteholders and Couponholders.

(d)  Redemption at the Option of the Issuer and Exercise of Issuer's Options

     If so provided hereon, the Issuer may, on giving notice to the Noteholders
     (which notice shall be irrevocable and which shall be published in
     accordance with Condition 16) falling within the Issuer's Option Period,
     redeem, or exercise any Issuer's option in relation to, all or, if so
     provided, some of the Notes in the principal amount or integral multiples
     thereof and on the date or dates so provided. Any such redemption of Notes
     shall be at their Redemption Amount together with interest accrued to the
     date fixed for redemption.

     All Notes in respect of which any such notice is given shall be redeemed,
     or the Issuer's option shall be exercised, on the date specified in such
     notice in accordance with this Condition.





                                       20
<PAGE>


     In the case of a partial redemption or a partial exercise of an Issuer's
     option, the notice to Noteholders shall also contain the certificate
     numbers of the Notes to be redeemed or in respect of which such option has
     been exercised, which shall have been drawn in such place as the Trustee
     may approve and in such manner as it deems appropriate, subject to
     compliance with any applicable laws and stock exchange requirements.

(e)  Redemption at the Option of Noteholders and Exercise of Noteholders'
     Options

     If (so provided hereon) the Issuer shall, at the option of the holder of
     any such Note, redeem such Note on the date or dates so provided at its
     Redemption Amount together with interest accrued to the date fixed for
     redemption.

     To exercise such option or any other Noteholders' option that may be set
     out hereon the holder must deposit (in the case of Bearer Notes) such Note
     (together with all unmatured Receipts and Coupons and unexchanged Talons)
     with any Paying Agent or (in the case of Registered Notes) the Certificate
     representing such Note(s) with the Registrar or any Transfer Agent at its
     specified office, together with a duly completed option exercise notice
     ("Exercise Notice"), in the form obtainable from any Paying Agent, the
     Registrar or any Transfer Agent (as applicable) within the Noteholders'
     Option Period. No Note or Certificate so deposited and option exercised may
     be withdrawn without the prior consent of the Issuer, except that such Note
     or Certificate will be returned to the relevant Noteholder by the Paying
     Agent, the Registrar or Transfer Agent with which it has been deposited if,
     prior to the due date for its redemption or the exercise of the option, the
     Note becomes immediately due and payable or if upon due presentation
     payment of the redemption moneys is not made or exercise of the option is
     denied.

(f)  Purchases

     The Issuer and any of its Subsidiaries (as defined in the Trust Deed) may
     at any time purchase Notes (provided that all unmatured Receipts and
     Coupons and unexchanged Talons relating thereto are attached thereto or
     surrendered therewith) in the open market or otherwise at any price.

(g)  Cancellation

All Notes purchased by or on behalf of the Issuer or any of its Subsidiaries (as
defined in the Trust Deed) must be surrendered for cancellation, in the case of
Bearer Notes, by surrendering each such Note together with all unmatured
Receipts and Coupons and all unexchanged Talons to the Issuing and Paying Agent
and, in the case of Registered Notes, by surrendering the Certificate
representing such Notes to the Registrar and, in each case, shall, together with
all Notes redeemed by the Issuer, be cancelled forthwith (together with all
unmatured Receipts and Coupons and unexchanged Talons attached thereto or
surrendered therewith). Any Notes so surrendered for cancellation may not be
reissued or resold and the obligations of the Issuer in respect of any such
Notes shall be discharged.

7.   PAYMENTS AND TALONS

(a)  Bearer Notes

     Payments of principal and interest in respect of Bearer Notes shall,
     subject as mentioned below, be made against presentation and surrender of
     the relevant Receipts (in the case of payments of Instalment Amounts other
     than on the due date for redemption and provided that the Receipt is
     presented for payment together with its relative Note), Notes (in the case
     of all other payments of principal and, in the case of interest, as
     specified in Condition 7(f)(vi)) or Coupons (in the case of interest, save
     as specified in Condition 7(f)(vi)), as the case may be, at the specified
     office of any Paying Agent outside the United States by a cheque payable in
     the currency in which such payment is due drawn on, or, at the option of
     the holder, by transfer to an account denominated in that currency with, a
     bank in the principal financial centre for that currency or, in the case of
     euro, at the option of the holder, by transfer to or cheque drawn on a euro
     account (or any other account to which euro may be transferred) specified
     by the holder.





                                       21
<PAGE>


(b)  Registered Notes

     (i)  Payments of principal (which for the purposes of this Condition 7(b)
          shall include final Instalment Amounts but not other Instalment
          Amounts) in respect of Registered Notes shall be made against
          presentation and surrender of the relevant Certificates at the
          specified office of any of the Transfer Agents or of the Registrar and
          in the manner provided in paragraph (ii) below.

          Interest (which for the purpose of this Condition 7(b) shall include
          all Instalment Amounts other than final Instalment Amounts) on
          Registered Notes shall be paid to the person shown on the Register at
          the close of business on the fifteenth day before the due date for
          payment thereof (the "Record Date"). Payments of interest on each
          Registered Note shall be made in the currency in which such payments
          are due by cheque drawn on a bank in the principal financial centre of
          the country of the currency concerned and mailed to the holder (or to
          the first named of joint holders) of such Note at its address
          appearing in the Register. Upon application by the holder to the
          specified office of the Registrar or any Transfer Agent before the
          Record Date and subject as provided in paragraph (a) above, such
          payment of interest may be made by transfer to an account in the
          relevant currency maintained by the payee with a bank in the principal
          financial centre of the country of that currency or, in the case of
          payment in euro, by transfer to a euro account (or any other account
          to which euro may be transferred) specified by the holder.

(c)  Payments in the United States

     Notwithstanding the foregoing, if any Bearer Notes are denominated in US
     dollars, payments in respect thereof may be made at the specified office of
     any Paying Agent in New York City in the same manner as aforesaid if (i)
     the Issuer shall have appointed Paying Agents with specified offices
     outside the United States with the reasonable expectation that such Paying
     Agents would be able to make payment of the amounts on the Notes in the
     manner provided above when due, (ii) payment in full of such amounts at all
     such offices is illegal or effectively precluded by exchange controls or
     other similar restrictions on payment or receipt of such amounts and (iii)
     such payment is then permitted by United States law.

(d)  Payments Subject to Fiscal Laws

     All payments are subject in all cases to any applicable fiscal or other
     laws, regulations and directives, but without prejudice to the provisions
     of Condition 8. No commission or expenses shall be charged to the
     Noteholders or Couponholders in respect of such payments.

(e)  Appointment of Agents

     The Issuing and Paying Agent, the Paying Agents, the Registrar, the
     Transfer Agents and the Calculation Agent initially appointed by the Issuer
     and their respective specified offices are listed below. The Issuing any
     Paying Agent, the Paying Agents, the Registrar, the Transfer Agents and the
     Calculation Agent act solely as agents of the Issuer and do not assume any
     obligation or relationship of agency or trust for or with any Noteholder or
     Couponholder. The Issuer reserves the right at any time with the approval
     of the Trustee to vary or terminate the appointment of the Issuing and
     Paying Agent, any other Paying Agent, the Registrar, any Transfer Agent or
     the Calculation Agent and to appoint additional or other Paying Agents or
     Transfer Agents, provided that the Issuer shall at all times maintain (i)
     an Issuing and Paying Agent, (ii) a Registrar in relation to Registered
     Notes, (iii) a Luxembourg Transfer Agent in relation to Registered Notes,
     (iv) one or more Calculation Agent(s) where the Conditions so require, (v)
     Paying Agents having specified offices in at least two major european
     cities (including Luxembourg) so long as the Notes are listed on the
     Luxembourg Stock Exchange (vi) if any European Union Directive on the
     taxation of savings implementing the conclusions of the ECOFIN Council
     meeting of 26th-27th November 2000 or any law implementing or complying
     with, or introduced in order to conform to such Directive is introduced,
     the Issuer will ensure that it maintains a Paying Agent in a Member State
     of the European Union that will not be obliged to withhold or deduct tax
     pursuant to any





                                       22
<PAGE>


     such Directive or law and (vii) such other agents as may be required by the
     rules of any other stock exchange on which the Notes may be listed (or any
     other relevant authority) in each case, as approved by the Trustee.

     In addition, the Issuer shall forthwith appoint a Paying Agent in New York
     City in respect of any Bearer Notes denominated in US dollars in the
     circumstances described in paragraph (c) above.

     Notice pursuant to Condition 16 of any such change or any change of any
     specified office shall promptly be given to the Noteholders.

(f)  Unmatured Coupons and Receipts and Unexchanged Talons

     (i)  Unless the Notes provide that the relative Coupons are to become void
          upon the due date for redemption of those Notes, Bearer Notes should
          be surrendered for payment together with all unmatured Coupons (if
          any) appertaining thereto, failing which an amount equal to the face
          value of each missing unmatured Coupon (or, in the case of payment not
          being made in full, that proportion of the amount of such missing
          unmatured Coupon that the sum of principal so paid bears to the total
          principal due) shall be deducted from the Redemption Amount due for
          payment. Any amount so deducted shall be paid in the manner mentioned
          above against surrender of such missing Coupon within a period of 10
          years from the Relevant Date for the payment of such principal
          (whether or not such Coupon has become void pursuant to Condition 9).

     (ii) If the Notes so provide, upon the due date for redemption of any
          Bearer Note, unmatured Coupons relating to such Note (whether or not
          attached) shall become void and no payment shall be made in respect of
          them.

    (iii) Upon the due date for redemption of any Bearer Note, any unexchanged
          Talon relating to such Note (whether or not attached) shall become
          void and no Coupon shall be delivered in respect of such Talon.

     (iv) Upon the due date for redemption of any Bearer Note that is redeemable
          in instalments, all Receipts relating to such Note having an
          Instalment Date falling on or after such due date (whether or not
          attached) shall become void and no payment shall be made in respect of
          them.

     (v)  Where any Bearer Note that provides that the relative unmatured
          Coupons are to become void upon the due date for redemption of those
          Notes is presented for redemption without all unmatured Coupons and
          any unexchanged Talon relating to it, and where any Bearer Note is
          presented for redemption without any unexchanged Talon relating to it,
          redemption shall be made only against the provision of such indemnity
          as the Issuer may require.

     (vi) If the due date for redemption of any Note is not a due date for
          payment of interest, interest accrued from the preceding due date for
          payment of interest or the Interest Commencement Date, as the case may
          be, shall only be payable against presentation (and surrender if
          appropriate) of the relevant Bearer Note or Certificate representing
          it, as the case may be. Interest accrued on a Note that only bears
          interest after its Maturity Date shall be payable on redemption of
          such Note against presentation of the relevant Note or Certificate
          representing it, as the case may be.

(g)  Talons

     On or after the Interest Payment Date for the final Coupon forming part of
     a Coupon sheet issued in respect of any Bearer Note, the Talon forming part
     of such Coupon sheet may be surrendered at the specified office of the
     Issuing and Paying Agent in exchange for a further Coupon sheet (and if
     necessary another Talon for a further Coupon sheet) (but excluding any
     Coupons that may have become void pursuant to Condition 9).





                                       23
<PAGE>


(h)  Non-Business Days

     If any date for payment in respect of any Note, Receipt or Coupon is not a
     business day, the holder shall not be entitled to payment until the next
     following business day nor to any interest or other sum in respect of such
     postponed payment. In this paragraph, "business day" means a day (other
     than a Saturday or a Sunday) on which banks and foreign exchange markets
     are open for business in the relevant place of presentation, in such
     jurisdictions as shall be specified as "Business Day Jurisdictions" hereon
     or in the relevant Pricing Supplement and:

     (i)  (in the case of a payment in a currency other than euro) where payment
          is to be made by transfer to an account maintained with a bank in the
          relevant currency, on which foreign exchange transactions may be
          carried on in the relevant currency in the principal financial centre
          of the country of such currency;or

     (ii) (in the case of a payment in euro) which is a TARGET Business Day.

(i)  Redenomination, Renominalisation and/or Consolidation

     Notes denominated in a currency that may, after the start of the third
     stage of Economic and Monetary Union, be converted into euro, may be
     subject to redenomination, renominalisation and/or consolidation with other
     Notes then denominated in euro, as specified in the relevant Pricing
     Supplement.

8.   TAXATION

All payments of principal and interest by or on behalf of the Issuer in respect
of the Notes, the Receipts and the Coupons shall be made free and clear of, and
without withholding or deduction for, or an account of, any present or future
taxes, duties, assessments or governmental charges of whatever nature imposed,
levied, collected, withheld or assessed by or within the Kingdom of Norway or
any authority therein or thereof having power to tax, unless such withholding or
deduction is required by law. In that event, the Issuer shall pay such
additional amounts as shall result in receipt by the Noteholders and
Couponholders of such amounts as would have been received by them had no such
withholding or deduction been required, except that no such additional amounts
shall be payable with respect to any Note, Receipt or Coupon:

(i)   to, or to a third party on behalf of, a holder who is liable to such
      taxes, duties, assessments or governmental charges in respect of such
      Note, Receipt or Coupon by reason of his having some connection with the
      Kingdom of Norway other than the mere holding of the Note, Receipt or
      Coupon;

(ii)  presented (or in respect of which the Certificate representing it is
      presented) for payment more than 30 days after the Relevant Date except to
      the extent that the holder of it would have been entitled to such
      additional amounts on presenting it for payment on the thirtieth (30)
      day;or

(iii) to, or to a third party on behalf of, a holder who is able to lawfully
      avoid such withholding or deduction by making a declaration of
      non-residence or other similar claim for exemption to any tax authority in
      the place where the relevant Note (or the Certificate representing it),
      Receipt or Coupon is presented for payment;or

(iv)  where such withholding or deduction is imposed on a payment to an
      individual and is required to be made pursuant to any European Union
      Directive on the taxation of savings implementing the conclusions of the
      ECOFIN Council meeting of 26th-27th November 2000 or any law implementing
      or complying with, or introduced in order to conform to, such Directive;or

(v)   presented for payment by or on behalf of a holder who would be able to
      avoid such withholding or deduction by presenting the relevant Note,
      Receipt or Coupon to another Paying Agent in a Member State of the
      European Union.

As used in these Conditions, "Relevant Date" in respect of any Note, Receipt or
Coupon means the date on which payment in respect of it first becomes due or (if
any amount of the money payable is





                                       24
<PAGE>


improperly withheld or refused) the date on which payment in full of the amount
outstanding is made or (if earlier) the date seven days after that on which
notice is duly given to the Noteholders that, upon further presentation of the
Note (or relative Certificate), Receipt or Coupon being made in accordance with
the Conditions, such payment will be made, provided that payment is in fact made
upon such presentation. References in these Conditions to (i) "principal"shall
be deemed to include any premium payable in respect of the Notes, all Instalment
Amounts, Redemption Amounts, Amortised Face Amounts and all other amounts in the
nature of principal payable pursuant to Condition 6 or any amendment or
supplement to it, (ii) "interest" shall be deemed to include all Interest
Amounts and all other amounts payable pursuant to Condition 5 or any amendment
or supplement to it and (iii) "principal" and/or "interest" shall be deemed to
include any additional amounts that may be payable under this Condition or any
undertaking given in addition to or in substitution for it under the Trust Deed.

9.   PRESCRIPTION

Claims against the Issuer for payment in respect of the Notes, Receipts and
Coupons (which, for this purpose, shall not include Talons) shall be prescribed
and become void unless made within 10 years (in the case of principal) or five
years (in the case of interest) from the appropriate Relevant Date in respect of
them.

10.  EVENTS OF DEFAULT

If any of the following events ("Events of Default"), occurs, the Trustee at its
discretion may, and if so requested by holders of at least one-fifth in
principal amount of the Notes then outstanding or if so directed by an
Extraordinary Resolution shall, give notice to the Issuer that the Notes are,
and they shall immediately become, due and payable at their Redemption Amount
together with accrued interest:

(a)  Non-Payment

     the Issuer fails to pay the principal of or any interest on any of the
     Notes when due and, in the case of interest, such failure continues for a
     period of seven days; or

(b)  Breach of Other Obligations

     the Issuer does not perform or comply with any one or more of its other
     obligations in the Notes or the Trust Deed which default is incapable of
     remedy or, if in the opinion of the Trustee capable of remedy, is not in
     the opinion of the Trustee remedied within 30 days after notice of such
     default shall have been given to the Issuer by the Trustee;or

(c)  Cross-Default

     (i)  any Financial Indebtedness of the Issuer or any of its Principal
          Subsidiaries is not paid when due (after the expiry of any applicable
          grace period);or

     (ii) any Financial Indebtedness of the Issuer or any of its Principal
          Subsidiaries is declared to be, or becomes capable of being declared
          to be, or otherwise becomes due and payable prior to its specified
          maturity by reason of an event of default (howsoever described);
          provided that the aggregate amount of the relevant indebtedness,
          guarantees and indemnities in respect of which one or more of the
          events mentioned above in this paragraph (c) hasorhave occurred equals
          or exceeds US$30,000,000or its equivalent (on the basis of the middle
          spot rate for the relevant currency against the US dollar as quoted by
          any leading bank on the day on which this paragraph operates);or

(d)  Creditors' Process

     any execution, distress, attachment or legal process is levied, made or
     taken against, or an encumbrancer takes possession of, the whole of the
     assets of the Issuer or any Principal Subsidiary, or any execution,
     distress, attachment or legal process is levied, made or taken against, or
     an encumbrancer takes possession of, any part of the assets of the Issuer
     or any





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<PAGE>


     Principal Subsidiary and the Trustee certifies that in its opinion such
     event is materially prejudicial to the interests of the Noteholders except
     where:

     (i)  within 30 days of receiving notice of the action all appropriate and
          bona fide procedural and other steps have been commenced by the Issuer
          or the relevant Principal Subsidiary in order to contest such
          execution, distress, attachment or legal process;and

     (ii) within 90 days of the Issuer receiving notice of the action, the
          execution, distress, attachment or legal process has been permanently
          stayed, vacated or otherwise discontinued;or

(e)  Insolvency

     the Issuer or any of its Principal Subsidiaries is (or is, or could be,
     deemed by law or a court to be) insolvent or bankrupt or unable to pay its
     debts, stops, suspends or threatens to stop or suspend payment of all or a
     material part of (or of a particular type of) its debts, proposes or makes
     a general assignment or an arrangement or composition with or for the
     benefit of the relevant creditors in respect of any of such debts or a
     moratorium is agreed or declared in respect of or affecting all or any part
     of (or of a particular type of) the debts of the Issuer or any of its
     Principal Subsidiaries;or

(f)  Winding-up

     a petition is presented or an order is made or an effective resolution
     passed for the winding-up or dissolution of the Issuer or any of its
     Principal Subsidiaries, or the Issuer and/or any of its Principal
     Subsidiaries ceases or threatens to cease to carry on all or substantially
     all of its business or operations or sells or transfers, directly or
     indirectly, all or substantially all of its undertaking or assets, except,
     in either case, for the purpose of and followed by a reconstruction,
     amalgamation, reorganisation, merger or consolidation (i) on terms approved
     by the Trustee or by an Extraordinary Resolution (as defined in the Trust
     Deed) of the Noteholders or (ii) in the case of a Principal Subsidiary,
     whereby the undertaking and assets of the Principal Subsidiary are
     transferred to or otherwise vested in the Issuer or another of its
     Principal Subsidiaries;or

(g)  Appointment of Liquidator etc.

     any liquidator, trustee in bankruptcy, judicial custodian, compulsory
     manager, receiver, administrative receiver, administrator or the like is
     appointed in respect of the Issuer or any Principal Subsidiary or any part
     of its assets and, if only part of its assets, the Trustee certifies that
     in its opinion such event is materially prejudicial to the interests of the
     Noteholders;or

(h)  Analogous Events

     any event occurs that under the laws of any relevant jurisdiction has an
     analogous effect to any of the events referred to in paragraphs (d), (e),
     (f) or (g) above.

     For the purpose of these Terms and Conditions:

     "Consolidated Assets" means, at any time, the assets of the Group, as
     demonstrated from time to time by the most recent audited consolidated
     financial statements.

     "Financial Indebtedness"means (without double counting) any indebtedness
     (other than Limited Recourse Indebtedness)of any member of the Group (not
     being indebtedness owed to any other member of the Group) in respect of (a)
     moneys borrowed, (b) any debenture, bond, note or other debt instrument;(c)
     any acceptance credit;(d) any liability in respect of any purchase prices
     for assets or services, payment of which is deferred for a period in excess
     of 180 days;(e) any note purchase facility; (f) currency swap or interest
     swap, cap or collar arrangements or other derivative instruments; (g)
     amounts raised under any other transaction (including, without limitation,
     any forward sale or purchase agreement) having the commercial effect of a
     borrowing





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<PAGE>


or raising of money;or (h) any guarantee, indemnity or similar assurance against
financial loss of any person.

"Limited Recourse Indebtedness" means any indebtedness for borrowed money or
indebtedness in respect of currency swap or interest rate swap, cap or collar
arrangements or other derivative instruments to finance the ownership,
acquisition, development, redevelopment and/or operation by any member of the
Group of an asset in respect of which the person or persons to whom any such
indebtedness for borrowed money is or may be owed by the relevant borrower
(whether or not a member of the Group) has or have no recourse whatsoever to any
member of the Group for the repayment thereof other than:

(i)  recourse to the relevant borrower for amounts limited to the cash flow or
     net cash flow (other than historic cash flow or historic net cash flow)
     from such asset; and/or

(ii) recourse to the relevant borrower for the purpose only of enabling amounts
     to be claimed in respect of such indebtedness for borrowed money or other
     indebtedness as aforesaid in an enforcement of any security interest given
     by the relevant borrower over such asset or the income or cash flow
     deriving therefrom ("Relevant Property") (or given by a shareholder or the
     like in the relevant borrower over its shares or the like in the capital of
     the relevant borrower("Related Property"))to secure such indebtedness.
     Provided that (A) the extent of such recourse to such borrower is limited
     solely to the amount of any recoveries made on any such enforcement, and
     (B) such person or persons are not entitled, by virtue of any right or
     claim arising out of or in connection with such indebtedness, to commence
     proceedings for the winding-up or dissolution of such borrower or to
     appoint or procure the appointment of any receiver,trustee or similar
     person or officer in respect of such borrower or any of its assets (save
     for the assets the subject of such security interest); and/or

(iii) recourse to the relevant borrower generally, or directly or indirectly to
     a member of the Group, under any form of assurance, undertaking or support,
     which recourse is limited to a claim for damages (other than liquidated
     damages and damages required to be calculated in a specified way) for
     breach of an obligation (not being a payment obligation or an obligation to
     procure payment by another or an indemnity in respect thereof or an
     obligation to comply or to procure compliance by another with any financial
     ratios or other tests of financial condition) by the person against whom
     such recourse is available.

"Group"means the Issuer and its Subsidiaries.

"Principal Subsidiary" means any Subsidiary of the Issuer (a) the value of whose
assets equals or exceeds 15 per cent.of the value of the consolidated total
assets of the Group;or (b) whose net profit before interest and taxation equals
or exceeds 15 per cent. of the consolidated net profit before interest and
taxation of the Group, (as determined by reference to the most recent audited
financial statements of the Group); and (c) any other Subsidiary of the Issuer
(the "Receiving Subsidiary"), to which is transferred either (i) all or
substantially all the assets of another Subsidiary which immediately prior to
the transfer was a Principal Subsidiary (the "Disposing Subsidiary"), or (ii)
sufficient assets of the Issuer that the Receiving Subsidiary would have been a
Principal Subsidiary had the transfer occurred on or before the date of the most
recent audited consolidated financial statements of the Group. In the case of
(i) above, the Disposing Subsidiary shall forthwith upon the transfer cease to
be a Principal Subsidiary, and with effect from the date of publication of the
immediately succeeding audited consolidated financial statements of the Group,
paragraphs (a) and (b) above shall determine whether the Disposing Subsidiary
and the Receiving Subsidiary are Principal Subsidiaries or not.

"Subsidiary"shall have the meaning given thereto in the Trust Deed.





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<PAGE>


11.  MEETING OF NOTEHOLDERS,MODIFICATION,WAIVER AND SUBSTITUTION

(a)  Meetings of Noteholders

     The Trust Deed contains provisions for convening meetings of Noteholders to
     consider any matter affecting their interests, including the sanctioning by
     Extraordinary Resolution (as defined in the Trust Deed) of a modification
     of any of these Conditions or any provisions of the Trust Deed. Such a
     meeting may be convened by Noteholders holding not less than 10 per cent.
     in principal amount of the Notes for the time being outstanding. The quorum
     for any meeting convened to consider an Extraordinary Resolution shall be
     two or more persons holding or representing a clear majority in principal
     amount of the Notes for the time being outstanding, or at any adjourned
     meeting two or more persons being or representing Noteholders whatever the
     principal amount of the Notes held or represented, unless the business of
     such meeting includes consideration of proposals, inter alia, (i) to amend
     the dates of maturity or redemption of the Notes, any Instalment Date or
     any date for payment of interest or Interest Amounts on the Notes, (ii) to
     reduce or cancel the principal amount of, or any Instalment Amount of, or
     any premium payable on redemption of, the Notes, (iii) to reduce the rate
     or rates of interest in respect of the Notes or to vary the method or basis
     of calculating the rate or rates or amount of interest or the basis for
     calculating any Interest Amount in respect of the Notes, (iv) if a Minimum
     and/or a Maximum Interest Rate, Instalment Amount or Redemption Amount is
     shown hereon, to reduce any such Minimum and/or Maximum, (v) to vary any
     method of, or basis for, calculating the Redemption Amount, including the
     method of calculating the Amortised Face Amount, (vi) to vary the currency
     or currencies of payment or denomination of the Notes, (vii) to take any
     steps that as specified hereon may only be taken following approval by an
     Extraordinary Resolution to which the special quorum provisions apply, or
     (viii) to modify the provisions concerning the quorum required at any
     meeting of Noteholders or the majority required to pass the Extraordinary
     Resolution, in which case the necessary quorum shall be two or more persons
     holding or representing not less than 75 per cent., or at any adjourned
     meeting not less than 25 per cent., in principal amount of the Notes for
     the time being outstanding. Any Extraordinary Resolution duly passed shall
     be binding on Noteholders (whether or not they were present at the meeting
     at which such resolution was passed) and on all Couponholders.

     These Conditions may be amended, modified, or varied in relation to any
     Series of Notes by the terms of the relevant Pricing Supplement in relation
     to such Series.

(b)  Modification of the Trust Deed

     The Trustee may agree, without the consent of the Noteholders or
     Couponholders, to (i) any modification of any of the provisions of the
     Trust Deed that is of a formal, minor or technical nature or is made to
     correct a manifest error, and (ii) any other modification (except as
     mentioned in the Trust Deed), and any waiver or authorisation of any breach
     or proposed breach, of any of the provisions of the Trust Deed that is in
     the opinion of the Trustee not materially prejudicial to the interests of
     the Noteholders. Any such modification, authorisation or waiver shall be
     binding on the Noteholders and the Couponholders and, if the Trustee so
     requires, such modification shall be notified to the Noteholders as soon as
     practicable.

(c)  Substitution

     The Trust Deed contains provisions permitting the Trustee to agree, subject
     to such amendment of the Trust Deed and such other conditions as the
     Trustee may require, but without the consent of the Noteholders or the
     Couponholders, to the substitution of any other company in place of the
     Issuer, or of any previous substituted company, as principal debtor under
     the Trust Deed and the Notes. In the case of such a substitution the
     Trustee may agree, without the consent of the Noteholders or the
     Couponholders, to a change of the law governing the Notes, the Receipts,
     the Coupons, the Talons and/or the Trust Deed provided that such change
     would not in the opinion of the Trustee be materially prejudicial to the
     interests of the Noteholders.





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<PAGE>


(d)  Entitlement of the Trustee

     In connection with the exercise of its functions (including but not limited
     to those referred to in this Condition) the Trustee shall have regard to
     the interests of the Noteholders as a class and shall not have regard to
     the consequences of such exercise for individual Noteholders or
     Couponholders and the Trustee shall not be entitled to require, nor shall
     any Noteholder or Couponholder be entitled to claim, from the Issuer any
     indemnification or payment in respect of any tax consequence of any such
     exercise upon individual Noteholders or Couponholders.

12.  REPLACEMENT OF NOTES,CERTIFICATES,RECEIPTS,COUPONS AND TALONS

     If a Note, Certificate, Receipt, Coupon or Talon is lost, stolen,
     mutilated, defaced or destroyed, it may be replaced, subject to applicable
     laws, regulations and stock exchange regulations, at the specified office
     of the Issuing and Paying Agent (in the case of Bearer Notes, Receipts,
     Coupons or Talons) and of the Registrar (in the case of Certificates) or
     such other Paying Agent or Transfer Agent, as the case may be, as may from
     time to time be designated by the Issuer for the purpose and notice of
     whose designation is given to Noteholders, in each case on payment by the
     claimant of the fees and costs incurred in connection therewith and on such
     terms as to evidence, security and indemnity (which may provide, inter
     alia, that if the allegedly lost, stolen or destroyed Note, Certificate,
     Receipt, Coupon or Talon is subsequently presented for payment or, as the
     case may be, for exchange for further Coupons, there shall be paid to the
     Issuer on demand the amount payable by the Issuer in respect of such Notes,
     Certificates, Receipts, Coupons or further Coupons) and otherwise as the
     Issuer may require. Mutilated or defaced Notes, Certificates, Receipts,
     Coupons or Talons must be surrendered before replacements will be issued.

13.  FURTHER ISSUES

The Issuer may from time to time without the consent of the Noteholders or
Couponholders create and issue further securities either having the same terms
and conditions as the Notes in all respects (or in all respects except for the
first payment of interest on them and/or the Issue Price) and so that such
further issue shall be consolidated and form a single series with the
outstanding securities of any series (including the Notes) or upon such terms as
the Issuer may determine at the time of their issue. References in these
Conditions to the Notes include (unless the context requires otherwise) any
other securities issued pursuant to this Condition and forming a single series
with the Notes. Any further securities forming a single series with the
outstanding securities of any series (including the Notes) constituted by the
Trust Deed or any deed supplemental to it shall, and any other securities may
(with the consent of the Trustee), be constituted by the Trust Deed. The Trust
Deed contains provisions for convening a single meeting of the Noteholders and
the holders of securities of other series where the Trustee so decides.

14.  ENFORCEMENT

At any time after the Notes become due and payable, the Trustee may, at its
discretion and without further notice, institute such proceedings against the
Issuer as it may think fit to enforce the terms of the Trust Deed and the Notes,
but it need not take any such proceedings unless (a) it shall have been so
directed by an Extraordinary Resolution or so requested in writing by
Noteholders holding at least one-fifth in principal amount of the Notes
outstanding, and (b) it shall have been indemnified to its satisfaction. No
Noteholder, Receiptholder or Couponholder may proceed directly against the
Issuer unless the Trustee, having become bound so to proceed, fails to do so
within a reasonable time and such failure is continuing.

15.  INDEMNIFICATION OF THE TRUSTEE

The Trust Deed contains provisions for the indemnification of the Trustee and
for its relief from responsibility. The Trustee is entitled to enter into
business transactions with the Issuer and any entity related to the Issuer
without accounting for any profit.





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<PAGE>


16.  NOTICES

Notices to the holders of Registered Notes shall be mailed to them at their
respective addresses in the Register and deemed to have been given on the fourth
weekday (being a day other than a Saturday or a Sunday) after the date of
mailing and if such Registered Notes are listed on the Luxembourg Stock
Exchange, a notice shall also be published in a daily newspaper with general
circulation in Luxembourg (which is expected to be the Luxemburger Wort).
Notices to the holders of Bearer Notes shall be valid if published in a daily
newspaper of general circulation in London (which is expected to be the
Financial Times) and so long as the Notes are listed on the Luxembourg Stock
Exchange, in a daily newspaper with general circulation in Luxembourg (which is
expected to be the Luxemburger Wort). If in the opinion of the Trustee any such
publication is not practicable, notice shall be validly given if published in
another leading daily English language newspaper with general circulation in
Europe. Any such notice shall be deemed to have been given on the date of such
publication or, if published more than once or on different dates, on the first
date on which publication is made, as provided above.

Couponholders shall be deemed for all purposes to have notice of the contents of
any notice given to the holders of Bearer Notes in accordance with this
Condition.

17.  CURRENCY INDEMNITY

Any amount received or recovered or falling to be due in a currency other than
the currency in which payment under the relevant Note, Coupon or Receipt is due
(under any applicable law and whether as a result of, or of the enforcement of,
a judgment or order of a court of any jurisdiction, in the winding-up or
dissolution of the Issuer or otherwise) by any Noteholder or Couponholder in
respect of any sum expressed to be due to it from the Issuer shall only
constitute a discharge to the Issuer to the extent of the amount in the currency
of payment under the relevant Note, Coupon or Receipt that the recipient is able
to purchase with the amount so received or recovered in that other currency on
the date of that receipt or recovery (or, if it is not practicable to make that
purchase on that date, on the first date on which it is practicable to do so).
If the amount received or recovered is less than the amount expressed to be due
to the recipient under any Note, Coupon or Receipt, the Issuer shall indemnify
it against any loss sustained by it as a result. In any event, the Issuer shall
indemnify the recipient against the cost of making any such purchase. For the
purposes of this Condition, it shall be sufficient for the Noteholder or
Couponholder, as the case may be, to demonstrate that it would have suffered a
loss had all actual purchase been made. These indemnities constitute a separate
and independent obligation from the Issuer's other obligations, shall give rise
to a separate and independent cause of action, shall apply irrespective of any
indulgence granted by any Noteholder or Couponholder and shall continue in full
force and effect despite any other judgment, order, claim or proof for a
liquidated amount in respect of any sum due under any Note, Coupon or Receipt or
any other judgment or order.

18.  CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

No person shall have any right to enforce any term or condition of the Notes
under the Contracts (Rights of Third Parties) Act 1999, but this does not affect
any right or remedy of any person which exists or is available apart from that
Act.

19.  GOVERNING LAW AND JURISDICTION

(a)  Governing Law

The Trust Deed, the Notes, the Receipts, the Coupons and the Talons are governed
by, and shall be construed in accordance with, English law.

(b)  Jurisdiction

The Courts of England are to have jurisdiction to settle any disputes that may
arise out of or in connection with any Notes, Receipts, Coupons or Talons and
accordingly any legal action or proceedings arising out of or in connection with
any Notes, Receipts, Coupons or Talons ("Proceedings"), may be brought in such
courts. The Issuer has in the Trust Deed irrevocably submitted to the
jurisdiction of such courts.





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<PAGE>


(c)  Service of Process

The Issuer has irrevocably appointed Bugge, Arentz-Hansen & Rasmussen (UK) ANS
of 200 Aldersgate Street, London EC9A 4JJ to receive, for it and on its behalf,
service of process in any Proceedings in England.

(d)  Waiver of Immunity

The Issuer has in the Trust Deed irrevocably agreed that no immunity (to the
extent that it may now or hereafter exist, whether on the grounds of sovereignty
or otherwise) from any Proceedings or from execution of judgment shall be
claimed by or on behalf of or with respect to its assets, and has irrevocably
waived any such immunity and the Issuer has in the Trust Deed consented
generally in respect of any Proceedings to the giving of any relief or the issue
of any process in connection with any such Proceedings including, without
limitation, the making, enforcement or execution against any property whatsoever
of any order or judgment which may be made or given in such Proceedings.




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