CREDIT SUISSE AG - Capital/Financing Update 2011

Credit Suisse AG
Credit Suisse International

Variable Interest Rate Securities Base Prospectus

pursuant to the Structured Products Programme


Under this Base Prospectus, Credit Suisse AG (“CS”) and Credit Suisse International (“CSi”) (as specified in the relevant Final Terms) (each, an “Issuer” and, together, the “Issuers”), may issue notes or certificates (“Securities”) on the terms set out herein and in the relevant Final Terms. This document constitutes a base prospectus (the “Base Prospectus”) prepared for the purposes of Article 5.4 of Directive 2003/71/EC (the “Prospectus Directive”). The Base Prospectus contains information relating to the Issuers and the Securities. The Base Prospectus shall be read in conjunction with the documents incorporated herein by reference (see the section entitled “Documents Incorporated by Reference”). This document has been filed with the Financial Services Authority in its capacity as competent authority under the UK Financial Services and Markets Act 2000 (the “UK Listing Authority”) for the purposes of the Prospectus Directive. Each of the Issuers has requested the UK Listing Authority to provide the competent authorities for the purposes of the Prospectus Directive in Belgium, Italy, and The Netherlands with a certificate of approval in accordance with Article 18 of the Prospectus Directive attesting that this Base Prospectus has been drawn up in accordance with the Prospectus Directive. The final terms relevant to an issue of Securities will be set out in a final terms document (the “Final Terms”) which will be provided to investors and, where so required under the Prospectus Directive, filed with the UK Listing Authority and made available free of charge to the public at the registered office of the relevant Issuer and at the offices of the relevant Distributors and Paying Agents. Application has been made to the UK Listing Authority under the Financial Services and Markets Act 2000 (“FSMA”) for Securities issued by CS under this Base Prospectus during the period of 12 months from the date of this Base Prospectus to be admitted to the Official List of the UK Listing Authority and to the London Stock Exchange plc for such Securities to be admitted to trading on the London Stock Exchange’s Regulated Market. Such application will not be made in respect of Securities issued by CSi. However, Securities issued by either Issuer may also be listed and admitted to trading on such other or further regulated market(s) for the purposes of the Markets in Financial Instruments Directive 2004/39/EC, as may be agreed between the relevant Issuer and the relevant Dealers. Unlisted Securities may also be issued by the Issuers. The relevant Final Terms in respect of an issue of Securities will specify if an application will be made for such Securities to be listed on and admitted to trading. Prospective investors should have regard to the factors described under the section headed “Risk Factors” in this Base Prospectus. Any person (an “Investor”) intending to acquire or acquiring any Securities from any person (an “Offeror”) should be aware that, in the context of an offer to the public as defined in section 102B of FSMA, the relevant Issuer may only be responsible to the Investor for this Base Prospectus under section 90 of FSMA if such Issuer has authorised the Offeror to make the offer to the Investor. Each Investor should therefore enquire whether the Offeror is so authorised by such Issuer. If the Offeror is not so authorised by the relevant Issuer, the Investor should check with the Offeror whether anyone is responsible for this Base Prospectus for the purposes of section 90 of FSMA in the context of the offer to the public, and, if so, who that person is. If the Investor is in any doubt about whether it can rely on this Base Prospectus and/or who is responsible for its contents, it should take legal advice. Where information relating to the terms of the relevant offer required pursuant to the Prospectus Directive is not contained in this Base Prospectus or the relevant Final Terms, it will be the responsibility of the relevant Offeror at the time of such offer to provide the Investor with such information. This does not affect any responsibility which the relevant Issuer may otherwise have under applicable laws. The credit ratings referred to in the CS Annual Report 2010 and the CSi Registration Document (both of which are incorporated by reference in this Prospectus) have been issued by Standard & Poor’s Credit Market Services Europe Limited, a division of The McGraw-Hill Companies, Moody’s Investors Service Limited and by Fitch Ratings Limited, each of which is established in the European Union and (as at the date hereof) has applied to be registered under Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies although notification of the corresponding registration decision has not yet been provided by the relevant Competent Authority.

Under this Base Prospectus, Credit Suisse AG (“CS”) and Credit Suisse International (“CSi”) (as specified in the relevant Final Terms) (each, an “Issuer” and, together, the “Issuers”), may issue notes or certificates (“Securities”) on the terms set out herein and in the relevant Final Terms. This document constitutes a base prospectus (the “Base Prospectus”) prepared for the purposes of Article 5.4 of Directive 2003/71/EC (the “Prospectus Directive”). The Base Prospectus contains information relating to the Issuers and the Securities. The Base Prospectus shall be read in conjunction with the documents incorporated herein by reference (see the section entitled “Documents Incorporated by Reference”). This document has been filed with the Financial Services Authority in its capacity as competent authority under the UK Financial Services and Markets Act 2000 (the “UK Listing Authority”) for the purposes of the Prospectus Directive. Each of the Issuers has requested the UK Listing Authority to provide the competent authorities for the purposes of the Prospectus Directive in Belgium, Italy, and The Netherlands with a certificate of approval in accordance with Article 18 of the Prospectus Directive attesting that this Base Prospectus has been drawn up in accordance with the Prospectus Directive. The final terms relevant to an issue of Securities will be set out in a final terms document (the “Final Terms”) which will be provided to investors and, where so required under the Prospectus Directive, filed with the UK Listing Authority and made available free of charge to the public at the registered office of the relevant Issuer and at the offices of the relevant Distributors and Paying Agents. Application has been made to the UK Listing Authority under the Financial Services and Markets Act 2000 (“FSMA”) for Securities issued by CS under this Base Prospectus during the period of 12 months from the date of this Base Prospectus to be admitted to the Official List of the UK Listing Authority and to the London Stock Exchange plc for such Securities to be admitted to trading on the London Stock Exchange’s Regulated Market. Such application will not be made in respect of Securities issued by CSi. However, Securities issued by either Issuer may also be listed and admitted to trading on such other or further regulated market(s) for the purposes of the Markets in Financial Instruments Directive 2004/39/EC, as may be agreed between the relevant Issuer and the relevant Dealers. Unlisted Securities may also be issued by the Issuers. The relevant Final Terms in respect of an issue of Securities will specify if an application will be made for such Securities to be listed on and admitted to trading. Prospective investors should have regard to the factors described under the section headed “Risk Factors” in this Base Prospectus. Any person (an “Investor”) intending to acquire or acquiring any Securities from any person (an “Offeror”) should be aware that, in the context of an offer to the public as defined in section 102B of FSMA, the relevant Issuer may only be responsible to the Investor for this Base Prospectus under section 90 of FSMA if such Issuer has authorised the Offeror to make the offer to the Investor. Each Investor should therefore enquire whether the Offeror is so authorised by such Issuer. If the Offeror is not so authorised by the relevant Issuer, the Investor should check with the Offeror whether anyone is responsible for this Base Prospectus for the purposes of section 90 of FSMA in the context of the offer to the public, and, if so, who that person is. If the Investor is in any doubt about whether it can rely on this Base Prospectus and/or who is responsible for its contents, it should take legal advice. Where information relating to the terms of the relevant offer required pursuant to the Prospectus Directive is not contained in this Base Prospectus or the relevant Final Terms, it will be the responsibility of the relevant Offeror at the time of such offer to provide the Investor with such information. This does not affect any responsibility which the relevant Issuer may otherwise have under applicable laws. The credit ratings referred to in the CS Annual Report 2010 and the CSi Registration Document (both of which are incorporated by reference in this Prospectus) have been issued by Standard & Poor’s Credit Market Services Europe Limited, a division of The McGraw-Hill Companies, Moody’s Investors Service Limited and by Fitch Ratings Limited, each of which is established in the European Union and (as at the date hereof) has applied to be registered under Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies although notification of the corresponding registration decision has not yet been provided by the relevant Competent Authority.

Base Prospectus dated 1 September 2011

This Base Prospectus (excluding the CSi Information, as defined below) constitutes a base prospectus for the purposes of Article 5.4 of the Prospectus Directive for the purpose of giving information with regard to Securities to be issued by CS. This Base Prospectus (excluding the CS Information, as defined below) also comprises a separate base prospectus for the purposes of Article 5.4 of the Prospectus Directive for the purpose of giving information with regard to Securities to be issued by CSi. This Base Prospectus has also been prepared for the purpose of giving information with regard to the Issuers which, according to the particular nature of the Issuers and the Securities, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the relevant Issuer.

“CS Information” information means: (i) those sections of the 2010 Annual Report (as defined in “Documents Incorporated by Reference” below) incorporated by reference herein in respect of CS; (ii) the information under the section headed “Description of CS”; (iii) the information incorporated by reference into this Base Prospectus under the section headed “Documents Incorporated by Reference in respect of CS”; and (iv) the information in paragraphs 2 and 4 of the section headed “General Information” in the Principal Base Prospectus.

“CSi Information” information means: (i) those sections of the CSi Registration Document (as defined in “Documents Incorporated by Reference” below) incorporated by reference herein; (ii) the information under the section headed “Description of CSi”; (iii) the information incorporated by reference into this Base Prospectus under the section headed “Documents Incorporated by Reference in respect of CSi”; and (iv) the information in paragraphs 3 and 5 of the section headed “General Information” in the Principal Base Prospectus.

Each of the Issuers (whose respective registered office addresses appear on page 235 of the Principal Base Prospectus) accept responsibility for the information contained in this document. To the best of the knowledge and belief of each Issuer, having taken all reasonable care to ensure that such is the case, the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

The previous paragraph should be read in conjunction with paragraph 8 on the first page of this Base Prospectus.

The delivery of this document at any time does not imply that any information contained herein is correct at any time subsequent to the date hereof.

The Issuers will not be providing any post issuance information in relation to the Securities. Where required pursuant to Article 16 of the Prospectus Directive, the Issuers will publish a supplement to this Base Prospectus.

In connection with the issue and sale of the Securities, no person is authorised to give any information or to make any representation not contained in the Base Prospectus or the relevant Final Terms, and the Issuers do not accept responsibility for any information or representation so given that is not contained within the Base Prospectus. Neither the Base Prospectus nor any Final Terms may be used for the purposes of an offer or solicitation by anyone, in any jurisdiction in which such offer or solicitation is not authorised, or to any person to whom it is unlawful to make such offer or solicitation, and no action is being taken to permit an offering of the Securities or the distribution of the Base Prospectus or any Final Terms in any jurisdiction where any such action is required except as specified herein.

The distribution of this Base Prospectus and the offering or sale of the Securities in certain jurisdictions may be restricted by law. Persons into whose possession this document comes are required by the relevant Issuer to inform themselves about, and to observe, such restrictions.

The Securities have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”) and may be subject to U.S. tax law requirements. Subject to certain exemptions, the Securities may not be offered, sold or delivered within the United States of America or to, or for the account or benefit of, U.S. persons. A further description of the restrictions on offers and sales of the Securities in the United States or to U.S. persons is set out under “Selling Restrictions” in the Principal Base Prospectus.

If the Securities constitute “derivative securities” for the purposes of the Prospectus Directive or have a derivative component in any interest payment and have a denomination of less than EUR 50,000 (or its equivalent) or can be acquired for less than EUR 50,000 per Security, the Issuers will, where so required under the Prospectus Directive, prepare a supplement to this Base Prospectus as required by Article 16 of the Prospectus Directive or will prepare a new prospectus relating to such Securities which may incorporate all or part of this Base Prospectus by reference in order to give any additional information required by the Prospectus Directive in relation to the derivative element of those Securities.

TABLE OF CONTENTS

Page

DOCUMENTS INCORPORATED BY REFERENCE 5

SUMMARY 8

RISK FACTORS 13

TERMS AND CONDITIONS 16

TAXATION 32

SELLING RESTRICTIONS 48

FORM OF FINAL TERMS 49

DOCUMENTS INCORPORATED BY REFERENCE

This Base Prospectus should be read and construed in conjunction with the following documents (except the documents incorporated by reference therein) which shall be deemed to be incorporated in, and form part of, this Base Prospectus, save that any statement contained in a document which is deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this Base Prospectus to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Base Prospectus. Any non-incorporated parts of a document incorporated by reference herein are either deemed not relevant to investors or are otherwise covered elsewhere in this Base Prospectus.

Documents incorporated by reference in respect of CS

The following documents are incorporated by reference in respect of CS:

Registration document dated 18 August 2011 relating to CS which has been approved by the UK Listing Authority (the “CS Registration Document”) (except the documents incorporated therein by reference).
Base Prospectus dated 1 July 2011 relating to CS’s Structured Products Programme for the issuance of Notes, Certificates and Warrants that has been approved by the UK Listing Authority (the “CS Principal Base Prospectus”) except for the documents incorporated therein by reference, the Summary (pages 17 to 21 inclusive), the Risk Factors (pages 22 to 30 inclusive) and the Forms of Final Terms (pages 236 to 288 inclusive).
The following documents, which are incorporated herein by reference and have been filed with the UK Listing Authority:
the 2011 Half-yearly Group Financial Statements on Form 6-K of Credit Suisse Group AG filed with the United States Securities and Exchange Commission (the “SEC”) on August 10, 2011 (the “Group Form 6-K Dated 10 August 2011”), which includes a discussion of the Group’s core results for the six months ended June 30, 2011 compared to the six months ended June 30, 2010 exhibited thereto;
the 2011 Half-Yearly Financial Statements on Form 6-K of Credit Suisse filed with the SEC on 10 August 2011 (the “Form 6-K Dated 10 August 2011”), which includes its six months financial statements exhibited thereto;
the 2011 Second Quarter Financial Report on Form 6-K of Credit Suisse filed with the SEC on 9 August 2011 (the “Form 6-K Dated 9 August 2011”), which includes the Financial Report 2Q11 exhibited thereto, except that the information on pages 1-2 under “Dear Shareholder” is not incorporated by reference;
the 2011 Second Quarter Financial Release on Form 6-K of Credit Suisse filed with the SEC on 28 July 2011 (the “Form 6-K Dated 28 July 2011”), which includes the Financial Release 2Q11 exhibited thereto, except that the information on pages 1-2 under “Dear Shareholder” is not incorporated by reference;
the 2011 First Quarter Financial Report on Form 6-K of Credit Suisse dated, filed with the SEC on 10 May 2011 (the “Form 6-K Dated 10 May 2011”), which includes the Financial Report 1Q11 exhibited thereto, except that the information on pages 2 - 3 under “Dear Shareholder” is not incorporated by reference;
the Form 6-K of Credit Suisse filed with the SEC on 4 May 2011 (the “Form 6-K Dated 4 May 2011”), which includes the media release exhibited thereto regarding the Annual General Meeting, except that the information in the Exhibit to the Form 6-K Dated 4 May 2011 on page 2 under the headings “Statements by Hans-Ulrich Doerig” and “Statements by Urs Rohner”, and on page 3 under the headings “Information” and “Credit Suisse AG” is not incorporated by reference;
the 2011 First Quarter Financial Release on Form 6-K of Credit Suisse filed with the SEC on 27 April 2011 (the “Form 6-K Dated 27 April 2011”) which includes the Financial Release 1Q11 exhibited thereto, except that the information on pages 1-2 under “Dear Shareholder” is not incorporated by reference;
the Form 20-F of Credit Suisse filed with the SEC on 25 March 2011 (the “2010 Annual Report”), which includes the 2010 Annual Report exhibited thereto, except that the information on pages 3-5 under “Message from the Chairman and the Chief Executive Officer” is not incorporated by reference;
the Form 6-K of Credit Suisse filed with the SEC on 24 March 2011 (the “Form 6-K Dated 24 March 2011”), which includes the media release exhibited thereto regarding the Annual General Meeting; and
the Form 20-F of Credit Suisse filed with the SEC on 26 March 2010 (the “Annual Report 2009”), which includes the 2009 Annual Report exhibited thereto, except that the information on pages 2-6 under “Dear Shareholders, Clients and Colleagues” is not incorporated by reference.
For the purposes of any fungible issues (as specified in the relevant Final Terms):

The Terms and Conditions set out in the Base Prospectus dated 6 August 2010 relating to CS’s Variable Interest Rate Securities (Base Prospectus BPCS-6) (pages 12 to 27 inclusive).

Documents incorporated by reference in respect of CSi

The following documents are incorporated by reference in respect of CSi:

Registration document dated 16 August 2011 relating to CSi which has been approved by the UK Listing Authority (the “CSi Registration Document”) (except the documents incorporated by reference therein).
Base Prospectus dated 1 July 2011 relating to CSi’s Structured Products Programme for the issuance of Notes, Certificates and Warrants that has been approved by the UK Listing Authority (the “CSi Principal Base Prospectus”, together with the CS Principal Base Prospectus, the ”Principal Base Prospectus”) except for the documents incorporated therein by reference, the Summary (pages 17 to 21 inclusive), the Risk Factors (pages 22 to 30 inclusive) and the Forms of Final Terms (pages 236 to 288 inclusive).
The Annual Report of CSi for the years ended 31 December 2008, 31 December 2009 and 31 December 2010.
Credit Suisse Group AG (the “Group”), the ultimate parent company of the Issuers, and CS file annual and current reports, including interim financial information, with the U.S. Securities and Exchange Commission (the “SEC”) on Forms 20-F and 6-K. The SEC filings of the Group and CS are available on the SEC’s website at www.sec.gov and on the Group’s website at www.credit-suisse.com. The following SEC filings of the Group and CS have been filed with the UK Listing Authority and are incorporated by reference in this Base Prospectus:
Form 20-F of Credit Suisse Group AG and Credit Suisse AG filed with the SEC on 25 March 2011, which includes the 2010 Annual Report exhibited thereto (the “2010 Annual Report”);
Form 6-K of Credit Suisse Group AG filed with the SEC on 27 April 2011, which includes the Financial Release Q1 2011 exhibited thereto; except that the information on pages 1-2 under "Dear Shareholder" is not incorporated by reference
Form 6-K of Credit Suisse AG filed with the SEC on 27 April 2011, which includes the Financial Release Q1 2011 exhibited thereto; except that the information on pages 1-2 under "Dear Shareholder" is not incorporated by reference;
Form 6-K of Credit Suisse Group AG filed with the SEC on 10 May 2011, which includes the Financial Report Q1 2011 exhibited thereto; except that the information on pages 2-3 under "Dear Shareholder" is not incorporated by reference;
Form 6-K of Credit Suisse AG filed with the SEC on 10 May 2011, which includes the Financial Report Q1 2011 exhibited thereto; except that the information on pages 2-3 under "Dear Shareholder" is not incorporated by reference;
Form 6-K of Credit Suisse Group AG filed with the SEC on 28 July 2011, which includes the Financial Release Q2 2011 exhibited thereto; except that the information on pages 1-2 under "Dear Shareholder" is not incorporated by reference;
Form 6-K of Credit Suisse AG filed with the SEC on 28 July 2011, which includes the Financial Release Q2 2011 exhibited thereto; except that the information on pages 1-2 under "Dear Shareholder" is not incorporated by reference;
Form 6-K of Credit Suisse Group AG filed with the SEC on 9 August 2011, which includes the Financial Report Q2 2011 exhibited thereto; except that the information on pages 2-3 under "Dear Shareholder" is not incorporated by reference;
Form 6-K of Credit Suisse AG filed with the SEC on 9 August 2011, which includes the Financial Report Q2 2011 exhibited thereto; except that the information on pages 2-3 under "Dear Shareholder" is not incorporated by reference;
Form 6-K of Credit Suisse AG filed with the SEC on 10 August 2011, which includes the 2011 Half Year Financial Statements exhibited thereto; and
Form 6-K of Credit Suisse Group AG filed with the SEC on 10 August 2011, which includes the 2011 Half Year Financial Statements with a discussion of the Group’s core results for the six months ended June 30, 2011 compared to the six months ended June 30, 2010 exhibited thereto.

Copies of this Base Prospectus will be available for inspection during normal business hours on any business day (except Saturdays, Sundays and legal holidays) at the offices of the Agents. In addition, copies of any document incorporated by reference in this Base Prospectus will be available free of charge during normal business hours on any business day (except Saturdays, Sundays and legal holidays) at the principal office of the Principal Paying Agent and at the registered office of the Issuers or the relevant Branch, if applicable.

SUMMARY

This summary must be read as an introduction to this Base Prospectus and any decision to invest in the Securities should be based on a consideration of the Base Prospectus as a whole, including the documents incorporated by reference. No civil liability in respect of this summary will attach to the Issuers in any Member State of the European Economic Area in which the relevant provisions of the Prospectus Directive have been implemented unless this summary, including any translation thereof, is misleading, inaccurate or inconsistent when read together with the other parts of this Base Prospectus. Where a claim relating to the information contained in this Base Prospectus is brought before a court in such a Member State, the plaintiff may, under the national legislation of that Member State, be required to bear the costs of translating the Base Prospectus before the legal proceedings are initiated.

Description of CS

Credit Suisse AG was established on 5 July 1856 and registered in the Commercial Register (registration no. CH-020.3.923.549-1) of the Canton of Zurich on 27 April 1883 for an unlimited duration under the name Schweizerische Kreditanstalt. Its name was changed to Credit Suisse First Boston on 11 December 1996. On 13 May 2005, the Swiss banks Credit Suisse First Boston and Credit Suisse were merged. Credit Suisse First Boston was the surviving legal entity, and its name was changed to Credit Suisse (by entry in the commercial register). On 9 November 2009, Credit Suisse was renamed Credit Suisse AG.

Credit Suisse AG, a Swiss bank and joint stock corporation established under Swiss law, is a wholly owned subsidiary of Credit Suisse Group AG. Credit Suisse AG’s registered head office is in Zurich, and it has additional executive offices and principal branches located in London, New York, Hong Kong, Singapore and Tokyo.

Credit Suisse AG’s registered head office is located at Paradeplatz 8, CH-8001, Zurich, Switzerland.

Description of CSi

Credit Suisse International was incorporated in England and Wales under the Companies Act 1985, on 9 May 1990 with registered no. 2500199 and was re-registered as an unlimited liability company under the name “Credit Suisse Financial Products” on 6 July 1990, and was renamed Credit Suisse First Boston International on 27 March 2000 and Credit Suisse International on 16 January 2006. Its registered office and principal place of business is at One Cabot Square, London E14 4QJ. Credit Suisse International is an English bank and is regulated as an EU credit institution by The Financial Services Authority (“FSA”) under the Financial Services and Markets Act 2000. The FSA has issued a scope of permission notice authorising Credit Suisse International to carry out specified regulated investment activities.

Credit Suisse International is an unlimited liability company and, as such, its shareholders have a joint, several and unlimited obligation to meet any insufficiency in the assets of Credit Suisse International in the event of its liquidation. The joint, several and unlimited liability of the shareholders of Credit Suisse International to meet any insufficiency in the assets of Credit Suisse International will only apply upon liquidation of Credit Suisse International. Therefore, prior to any liquidation of Credit Suisse International, the Securityholders may only have recourse to the assets of Credit Suisse International and not to those of its shareholders.

Credit Suisse International commenced business on 16 July 1990. Its principal business is banking, including the trading of derivative products linked to interest rates, foreign exchange, equities, commodities and credit. The primary objective of Credit Suisse International is to provide comprehensive treasury and risk management derivative product services. Credit Suisse International has established a significant presence in global derivative markets through offering a full range of derivative products and continues to develop new products in response to the needs of its customers and changes in underlying markets. The business is managed as a part of the Investment Banking Division of Credit Suisse AG in the Europe, Middle East and Africa region, and is supported by Credit Suisse AG’s Shared Services Division, which provides business support services in such areas as finance, legal, compliance, risk management and information technology.

Description of the Securities

The Securities will be issued by either CS or CSi. Where the Securities are issued by CS, CS will act through its London Branch or its Nassau Branch. The Securities are principal-protected fixed and/or floating interest rate securities or zero coupon securities which are due to mature on the date specified in the Final Terms. The principal amount of each Security , the total principal amount of the Securities and the offer price will be specified in the Final Terms or published once determined.

The Securities may be issued as notes or certificates.

Unless redeemed by instalments (if applicable), or the Final Terms specify that the relevant Issuer has a call option in respect of Securities or investors have a put option in respect of Securities, Securities may only be redeemed before the maturity date for reasons of default by the relevant Issuer (in the case of notes only) or the illegality of such Issuer’s payment obligations or disruption to its hedging arrangements. If a call option is applicable, the relevant Issuer may redeem some or all of the Securities on the dates and at the amounts specified in the Final Terms. If a put option is applicable, investors may redeem some or all of their Securities on the dates and at the amounts specified in the Final Terms.

Application will, if so specified in the Final Terms, be made to list Securities on the stock exchange(s) specified in the Final Terms.

The Securities bear interest at a fixed rate, floating rate or a rate that may vary from one interest period to the next or, in the case of zero coupon securities, the Securities do not bear interest. Interest is payable in arrear on the date or dates in each year specified in the Final Terms. The Securities include the following:

Fixed Rate or Floating Rate Securities:

Fixed Rate Securities bear interest at a fixed rate for all interest periods. Floating Rate Securities bear interest at a floating rate for all interest periods.

Variable Rate Securities:

Variable Rate Securities bear interest at a rate that may vary from one interest period to the next. Variable Rate Securities may bear interest at a fixed rate of interest in respect of certain interest periods and a floating or variable rate (as described below) in respect of the remaining interest periods. Variable Rate Securities may also bear interest at varying fixed rates of interests in respect of one or more interest periods in addition to bearing interest at a floating or variable rate (as described below) for the remaining interest periods.

Fixed Rate Step Up Securities:

These Securities bear interest at a fixed rate of interest, which increases periodically during the life of the Securities.

Fixed Rate and Floating Rate Range Accrual Securities:

The rate of interest payable on these Securities is calculated by multiplying:

in the case of a Fixed Rate Range Accrual Security, a fixed rate of interest; or
in the case of a Floating Rate Range Accrual Security, a floating rate plus a spread,

by the “Range Accrual Fraction” which is calculated by (a) dividing the number of days in the observation period on which the Reference Rate is above a low barrier or below a high barrier or within a high and low barrier, as the case may be, by (b) the total number of business days in such observation period. The “Reference Rate” is a floating rate determined by reference to a published screen rate specified in the Final Terms.

The high or low barrier(s) may differ in respect of different observation periods. The spread or the fixed rate of interest may differ for different interest periods.

Momentum Range Accrual Securities:

The rate of interest on these Securities is calculated by multiplying (a) the Previous Rate by (b) the Range Accrual Fraction (calculated as above). The “Previous Rate” is the interest rate in respect of the preceding interest period (and for the first interest period is the fixed rate for the preceding fixed rate interest period specified in the Final Terms). Thereafter the rate of interest calculated for each interest period is the Previous Rate for the purposes of determining the interest rate for the following interest period.

Spread Range Accrual Securities:

The rate of interest on these Securities is calculated by multiplying (a) a fixed rate specified in the Final Terms by (b) the “Spread Range Accrual Fraction”, which is calculated by dividing (i) the number of days in the interest period on which the Spread Rate is above a low barrier or below a high barrier or less than or equal to a high barrier and greater than or equal to a low barrier by (ii) the number of business days in such interest period. The “Spread Rate” is calculated by subtracting one Reference Rate from a second Reference Rate. The high or low barrier(s) may differ for different interest periods.

Leveraged Steepener Securities:

The rate of interest on these Securities is calculated by multiplying (a) a fixed rate or factor specified in the Final Terms by (b) the Spread Rate, subject to any applicable floors, caps and lock-in provisions.

Inverse Floating Rate Securities:

The rate of interest on these Securities is calculated by subtracting from the fixed rate specified in the Final Terms the product of (a) the fixed percentage rate specified in the Final Terms as the “Scale” (the “Scale”) and (b) the Reference Rate specified in the Final Terms.

Momentum Inverse Floating Rate Securities:

The rate of interest on these Securities is calculated by subtracting the product of (a) the Reference Rate and (b) a leverage factor, from the sum of (i) the fixed rate specified for the relevant interest period and (ii) the product of (a) the Previous Rate, and (b) a leverage factor.

Leveraged Cumulative Floating Rate Securities:

The rate of interest on these Securities is calculated (i) if ‘Bear Securities’ is specified as applicable in the Final Terms, subtracting the fixed rate specified in the Final Terms for the relevant interest period from the Reference Rate, leveraged by multiplying this amount by a leverage factor, and adding the resulting rate to the product of the Previous Rate and a leverage factor, or (ii) if ‘Bull Securities’ is specified as applicable in the Final Terms, subtracting the Reference Rate from the fixed rate specified in the Final Terms for the relevant interest period, leveraged by multiplying this amount by a leverage factor, and adding the resulting rate to the product of the Previous Rate and a leverage factor.

Target Redemption Securities:

The rate of interest on these Securities in respect of an interest period is calculated as a fixed rate specified in the Final Terms minus the product of (i) the Scale and (ii) the Reference Rate for the interest period. The resultant percentage is then subtracted from the fixed rate specified in the Final Terms for such interest period. Additionally Target Redemption Securities are subject to a “target cap” and a “target floor” on the total interest payable during the life of the Securities (the “Cumulative Interest”). If on any interest payment date the target cap is exceeded, the Securities are redeemed and the interest amount for such interest payment date reduced so that the Cumulative Interest equals the target cap. If at maturity the Cumulative Interest is less than the target floor, the interest amount payable at maturity is increased so that the Cumulative Interest equals the target floor.

Ratchet Securities

The rate of interest on these Securities for any interest period is either (A) the lower of (i) the sum of the Previous Rate and a spread, and (ii) the sum of a floating rate and a spread or, (B) if the Previous Rate is greater than the lower of (i) and (ii), the Previous Rate. The “Previous Rate” is the interest rate in respect of the preceding interest period and for the first interest period is as specified in the Final Terms.

Switchable Securities

Switchable Securities bear interest at a fixed rate or a floating rate of interest for the initial period up to the date specified in the Final Terms (the “Switch Date”). Following the Switch Date, the rate of interest may switch from a fixed rate to a floating rate, or vice versa, either automatically or at the option of the Issuer or at the option of 100 per cent. of the Securityholders (as specified in the Final Terms).

Zero Coupon Trigger Redeemable Spread Bonus Securities:

No interest is payable on these Securities which will be redeemed early at the Trigger Redemption Amount specified in the Final Terms if the Spread Rate is equal to or greater than the Trigger Redemption Threshold specified in the Final Terms.

Zero Coupon Securities

Zero Coupon Securities may be issued at their nominal amount or at a discount and will not bear interest.

Maximum and Minimum Rates of Interest

Any type of Security may be subject to one or more maximum and/or minimum rates of interest if so specified in the Final Terms. The minimum and/or maximum rate of interest may be a fixed rate or a floating rate of interest, as specified in the Final Terms.

The terms and conditions of the Securities contain provisions dealing with non-business days that may affect the timing and calculation of payments under the Securities.

Risk Factors

There are various factors that may affect each Issuer’s ability to fulfil its obligations under the Securities. They are set out in more detail in this Base Prospectus under “Risk Factors” and any decision to invest in Securities should be based on a consideration of the relevant Risk Factors as a whole. These include the following:

Risks Relating to the Securities

Securities are obligations of the relevant Issuer. Securityholders are exposed to the credit risk of such Issuer.

The amount of interest payable on range accrual Securities is dependent on the number of days on which a rate of interest is above or below a certain barrier, or within certain barrier(s). If the rate is not above, below or within the barrier(s), as the case may be on any day during the relevant period, the interest for the relevant interest period will be zero.

The rate of interest on Inverse Floating Rate Securities will decrease as the floating Reference Rate increases. Consequently, if market interest rates rise the return on Inverse Floating Rate Securities may decrease, and the value of the Securities may be adversely affected.

Target Redemption Securities are subject to a cap on the total cumulative amount of interest that will be paid on the Securities. If this cap is reached then the Securities will be redeemed early.

If Fixed Rate Interest provisions are applicable, the Securities involve the risk that subsequent changes in market interest rates may adversely affect the value of the Securities.

If the amount payable on redemption of the Securities is less than their issue price, investors may lose all or part of their investment. Any principal protection will not be applicable if Securities are redeemed before the maturity date.

A secondary market for the Securities may not develop and may not be liquid. A decrease in liquidity may increase volatility which may reduce the value of Securities. Holders can only realise value from a Security prior to its maturity by selling it at its then market price in the market, which may be less than the amount initially invested. Investors must be prepared to hold Securities until their redemption.

Call options of the Issuer in respect of Securities may negatively impact their market value.

Changes in market interest rates may adversely affect the value of fixed rate Securities and the rate of interest on floating rate Securities.

In making calculations and determinations, the relevant Issuer does not have any obligations of agency or trust to any investors and has no fiduciary obligations towards them.

The level and basis of taxation on the Securities and on Securityholders and any reliefs depend on the Securityholders’ individual circumstances and could change at any time. This could have adverse consequences for Securityholders.

Before making any investment decision with respect to the Securities, investors should ensure that they understand the nature of the Securities and the extent of their exposure to risks and investors should consult their own financial, tax, legal or other advisers as they consider appropriate and carefully review and consider such an investment decision in the light of the foregoing and their personal circumstances.

Risks Relating to the Issuer

Each Issuer is exposed to a variety of risks that could adversely affect its operations and/or financial condition, including liquidity risk, market risk, credit risk, risks from estimates and valuations, risks relating to off-balance sheet entities, cross-border and foreign exchange risk, operational risk, risk management, legal and regulatory risks, competition risks and risks relating to strategy.

Neither Issuer can completely predict all market and other developments and the relevant Issuer’s risk management cannot fully protect against all types of risk.

RISK FACTORS

The risk factors set out below should be read in addition to the risk factors set out on page 6 of the CSi Registration Document in respect of CSi and pages 496 to 502 (inclusive) of the 2010 Annual Report in respect of CS and CSi. Such risk factors are risk factors that are material to the Securities in order to assess the market risk associated with them or which may affect the relevant Issuer’s ability to fulfil its obligations under them.

This Base Prospectus identifies the information that an investor should consider prior to making an investment in Securities. The relevant Issuer is acting solely in the capacity of an arm’s length contractual counterparty and not as an investor’s financial adviser or fiduciary in any transaction.

The purchase of Securities involves substantial risks and an investment in Securities is only suitable for investors who have the knowledge and experience in financial and business matters necessary to enable them (either alone or in conjunction with an appropriate financial adviser) to evaluate the risks and merits of such an investment in the Securities and who have sufficient resources to be able to bear any losses that may result therefrom.

Before making an investment decision, prospective purchasers of Securities should ensure that they understand the nature of the Securities and the extent of their exposure to risks and that they consider carefully, in the light of their own financial circumstances, financial condition and investment objectives, all the information set forth in this Base Prospectus.

The risk factors set out in this Base Prospectus are not exhaustive. There may be other risks that a prospective purchaser of the Securities should consider that are relevant to its own particular circumstances or generally. More than one investment risk may have simultaneous effect with regard to the value of the Securities and the effect of any single investment risk may not be predictable. In addition, more than one investment risk may have a compounding effect and no assurance can be given as to the effect that any combination of investment risks may have on the value of the Securities.

Before making any investment decision with respect to the Securities, investors should consult their own financial, tax, legal or other advisers as they consider appropriate and carefully review and consider such an investment decision in the light of the following factors and their personal circumstances.

Credit Risk

Securities are obligations of the relevant Issuer. Securityholders are exposed to the credit risk of the relevant Issuer. The Securities will be adversely affected in the event of a default, reduced credit rating or deterioration in the solvency of the relevant Issuer and Securityholders may lose some or all of their investment.

The profitability of the relevant Issuer will be affected by, among other things, changes in global economic conditions, inflation, interest/exchange rates, capital risk, liquidity risk, cost and availability of credit, volatility, market changes, business risk, operational risk, market risk and reputation, new or increased regulation, legal risks, tax risk, regulatory compliance risk and competition.

Interest

Target Redemption Securities are subject to a cap on the total cumulative amount of interest that will be paid on the Securities. If this cap is reached then the Securities will be redeemed early.

If Fixed Rate Interest provisions are applicable, the Securities involve the risk that subsequent changes in market interest rates may adversely affect the value of the Securities.

Return at Maturity

Any principal protection will not be applicable if Securities are redeemed before the maturity date.

Limited Liquidity

A secondary market for the Securities may not develop and if one does develop, there can be no assurance that it will provide the holders of the Securities with liquidity or that it will continue for the life of the Securities. A decrease in the liquidity of an issue of Securities may cause, in turn, an increase in the volatility associated with the price of such issue of Securities. Illiquidity may have a severely adverse effect on the market value of Securities. Investors must be prepared to hold Securities until their redemption.

The relevant Issuer may, but is not obliged to, purchase Securities at any time at any price in the open market or by tender or private treaty and may hold, resell or cancel them. The market for Securities may be limited. The only way in which a holder can realise value from a Security prior to its maturity is to sell it at its then market price in the market which may be less than the amount initially invested. The price in the market for a Security may be less than its issue price.

Any secondary market price quoted by the relevant Issuer may be affected by several factors including, without limitation, prevailing market conditions, credit spreads and the time to maturity. Accordingly, the purchase of Securities is suitable only for investors who can bear the risks associated with a lack of liquidity in the Securities and the financial and other risks associated with an investment in the Securities. Any investor in the Securities must be prepared to hold such Securities for an indefinite period of time or until redemption of the Securities.

Optional Redemption by the Issuer

Any call option of the relevant Issuer in respect of the Securities may negatively impact their market value. During any period when the relevant Issuer may elect to redeem Securities, the market value of those Securities generally will not rise substantially above the price at which they can be redeemed. This also may be true prior to any redemption period. The relevant Issuer may be expected to redeem Securities when its cost of borrowing is lower than the interest rate on the Securities. At those times, an investor generally would not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Securities being redeemed.

Interest Rate Risks

Changes in market interest rates or conditions may adversely affect the value of fixed rate Securities and the rate of interest on floating rate Securities.

Conflicts of Interest

In making calculations and determinations with regard to the Securities, there may be a difference of interest between the investors and the relevant Issuer. Such Issuer is required to act in good faith and in a commercially reasonable manner but does not have any obligations of agency or trust to any investors and has no fiduciary obligations towards them. In particular, the relevant Issuer and its affiliated entities may have interests in other capacities (such as other business relationships and activities).

Each of the relevant Issuer, the Calculation Agent, the Dealer or any of their respective affiliates may have existing or future business relationships with each other (including, but not limited to, lending, depository, derivative counterparty, risk management, advisory and banking relationships), and may pursue actions and take steps that it deems necessary or appropriate to protect its interests arising therefrom without regard to the consequences for a Securityholder.

Hedging

In the ordinary course of its business the relevant Issuer and/or any of its affiliates may effect transactions for its own account or for the account of its customers and may enter into one or more hedging transactions with respect to the Securities or related derivatives. In connection with such hedging or market-making activities or with respect to proprietary or other trading activities by the relevant Issuer and/or any of its affiliates, the relevant Issuer and/or any of its affiliates may enter into transactions in or in respect of related derivatives which may affect the market price, liquidity or value of the Securities and which could be adverse to the interests of the relevant Securityholders.

Tax

Potential purchasers and sellers of the Securities should take note of the information set out in the section headed “Taxation” of this Base Prospectus.

Purchasers of Securities should conduct such independent investigation and analysis regarding the tax treatment of the Securities as they deem appropriate to evaluate the merits and risks of an investment in the Securities. Tax risks include, without limitation, a change in any applicable law, treaty, rule or regulation or the interpretation thereof by any relevant authority which may adversely affect payments in respect of the Securities.

The level and basis of taxation on the Securities and on the Securityholders and any reliefs from such taxation depend on the Securityholder’s individual circumstances and could change at any time. The tax and regulatory characterisation of the Securities may change over the life of the Securities. This could have adverse consequences for Securityholders. Potential Securityholders will therefore need to consult their own tax advisers to determine the specific tax consequences of the purchase, ownership, transfer and redemption or enforcement of the Securities.

TERMS AND CONDITIONS

The Securities will be subject to the General Terms and Conditions set out in the Principal Base Prospectus as specified in the relevant Final Terms and also to the following provisions. In the case of a discrepancy or conflict with such General Terms and Conditions, the following provisions shall prevail.

The Securities will be issued by either Credit Suisse AG (“CS”) or Credit Suisse International (“CSi”). Where the Securities are issued by CS, CS will act through its London Branch or its Nassau Branch. The Issuer and the Branch (if applicable) will be set out in the relevant Final Terms and references herein to “Issuer” shall be construed accordingly.

For the purposes of Securities issued pursuant to this Base Prospectus, General Condition 4 of the General Terms and Conditions of Notes shall be amended and restated as follows, and a new General Condition 4 of the General Terms and Conditions of Certificates shall be inserted as follows and General Conditions 4 to 15 of the General Terms and Conditions of Certificates shall be re-numbered accordingly.

References in the General Terms and Conditions of Certificates to “Condition 8” shall be deemed to be references to “Condition 9”, references to “Condition 12” shall be deemed to be references to “Condition 13”, and references to “Condition 15” shall be deemed to be references to “Condition 16”.

4 Interest and Premium

Interest on Fixed Rate Securities

Each Fixed Rate Security bears interest on its outstanding nominal amount in respect of each Interest Accrual Period from the Interest Commencement Date either (i) at the rate per annum (expressed as a percentage) equal to the Rate of Interest or (ii) in an Interest Amount, such interest being payable in arrear on each Interest Payment Date. If so specified in the Final Terms, the Rate of Interest or Interest Amount may be different for different Interest Accrual Periods.

Premium

If so specified in the Final Terms, the Issuer shall pay a premium in respect of the derivative element of the Securities. Such premium shall be payable in respect of each Security on its outstanding nominal amount from the Premium Commencement Date either (i) at the rate per annum (expressed as a percentage) equal to the Rate of Premium or (ii) in an amount equal to a fixed Premium Amount, such premium being payable in arrear on each Premium Payment Date. If so specified in the Final Terms, the Rate of Premium or Premium Amount may be different for different Premium Periods.

Interest on Floating Rate Securities
Interest Payment Dates

Each Floating Rate Security bears interest on its outstanding nominal amount in respect of each Interest Accrual Period from the Interest Commencement Date at the rate per annum (expressed as a percentage) equal to the Rate of Interest, such interest being payable in arrear on each Interest Payment Date specified in the Final Terms.

Business Day Convention

If any date that is specified in the Final Terms 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 (A) 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 (x) such date shall be brought forward to the immediately preceding Business Day and (y) 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, (B) the Following Business Day Convention, such date shall be postponed to the next day that is a Business Day, (C) 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 (D) the Preceding Business Day Convention, such date shall be brought forward to the immediately preceding Business Day.

Rate of Interest for Floating Rate Securities

The Rate of Interest in respect of Floating Rate Securities 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 in the Final Terms) 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 ISDA Definitions and under which:

(x) the Floating Rate Option is as specified in the relevant Terms;

(y) the Designated Maturity is a period specified in the relevant Terms; and

(z) the relevant Reset Date is the first day of that Interest Accrual Period.

For the purposes of this sub-paragraph (iii), “Floating Rate”, “Calculation Agent” and “Swap Transaction” have the meanings given to those terms in the ISDA Definitions.

Interest on Variable Rate Securities

Each Variable Rate Security bears interest on its outstanding nominal amount in respect of each Interest Accrual Period from the Interest Commencement Date at the rate per annum (expressed as a percentage) equal to the Rate of Interest, such interest being payable in arrear on each Interest Payment Date specified in the Final Terms. The Rate of Interest may be one or more of the Rates of Interest set out in paragraphs (i) to (xii) below in respect of different Interest Accrual Periods, or as otherwise set out in the Final Terms. The Final Terms shall clearly indicate which Rate of Interest is applicable to each Interest Accrual Period.

Fixed Rate Step Up Securities

The Rate of Interest in respect of each Interest Accrual Period ending in the month and year specified under the heading “Interest Period End Dates” in the table in the Final Terms shall be the rate per annum equal to the corresponding rate specified under the heading “Rate of Interest” in such table.

Fixed Rate Range Accrual Securities (“Fixed Rate RAS”)

The Rate of Interest in respect of each Fixed Rate Interest Accrual Period shall be the per annum rate specified in the Final Terms. The Rate of Interest in respect of each Floating Rate Interest Accrual Period shall be calculated by the Calculation Agent on the Interest Determination Date in accordance with the following formula:

provided that the Rate of Interest shall not be less than zero nor greater than the Maximum Rate, if any.

“Rate” means the rate of interest specified in the Final Terms; and

“n” and “N” have the meanings given below.

Floating Rate Range Accrual Securities (“Floating Rate RAS”)

provided that the Rate of Interest shall not be less than zero nor greater than the Maximum Rate, if any.

“Base Rate” means the Reference Rate on the Base Rate Reset Date;

“Spread” means the value specified in the Final Terms; and

“n” and “N” have the meanings given below.

Momentum Range Accrual Securities (“Momentum RAS”)

provided that the Rate of Interest shall not be less than zero nor greater than the Maximum Rate, if any.

“Previous Rate” means, in respect of a Floating Rate Interest Accrual Period, the Rate of Interest in respect of the preceding Interest Accrual Period; and

“n” and “N” have the meanings given below.

Spread Range Accrual Securities (“Spread RAS”)

provided that the Rate of Interest shall not be less than zero nor greater than the Maximum Rate, if any.

“Rate” means the fixed rate of interest specified in the Final Terms;

“Sn” is the number of Business Days in the Floating Rate Interest Accrual Period on which the Spread Rate in respect of each such Business Day is less than or equal to the High Barrier and/or more than or equal to the Low Barrier, as the case may be, provided that the Spread Rate prevailing on the Interest Determination Date shall be the Spread Rate applicable to each Business Day from and including the Interest Determination Date to and excluding the Interest Period End Date;

“SN” is the total number of Business Days in the Floating Rate Interest Accrual Period; and

“Spread Rate” has the meaning given below.

Leveraged Steepener Securities

Rate x Spread Rate

provided that:

the Rate of Interest shall not be less than zero nor greater than the Maximum Rate; and
if the Spread Rate equals or exceeds the Lock-in Level, as specified in the Final Terms, then the Rate of Interest shall be fixed at the Lock-in Rate, as specified in the Final Terms, for the remainder of the term.

“Rate” means the rate of interest or factor specified in the Final Terms; and

“Spread Rate” has the meaning given below.

Inverse Floating Rate Securities

Fixed Interest Rate – (Scale x Reference Rate)

provided that the Rate of Interest shall not be less than zero nor greater than the Maximum Rate, if any.

“Fixed Interest Rate” and “Reference Rate” have the meanings given below; and

“Scale” means, in respect of the Floating Interest Accrual Period ending in the month and year specified under the heading “Interest Period End Dates” in the table in the Final Terms, the corresponding number specified under the heading “Scale” in such table.

Momentum Inverse Floating Rate Securities

(Levprevious x Previous Rate) + Fixed Interest Rate - (Levrefrate x Reference Rate)

provided that the Rate of Interest shall not be less than the Minimum Rate nor greater than the Maximum Rate (in each case, if any).

If “Previous Rate Fixing Provisions” is specified as applicable in the Final Terms then the Rate of Interest in respect of each Interest Accrual Period and related Interest Payment Date specified under ‘Previous Rate Fixing Provisions’ shall be fixed at the Previous Rate determined by the Calculation Agent in respect of the Floating Rate Interest Accrual Period ending in the month and year specified under “Previous Rate Fixing Period” in the Final Terms.

“Levprevious” means, in respect of a Floating Rate Interest Accrual Period ending in the month and year specified under the heading “Interest Period End Dates” in the table in the Final Terms, the corresponding number specified under the heading “Levprevious” in such table;

“Levrefrate” means, in respect of a Floating Rate Interest Accrual Period ending in the month and year specified under the heading “Interest Period End Dates” in the table in the Final Terms, the corresponding number specified under the heading “Levrefrate” in such table;

“Previous Rate” means, in respect of a Floating Rate Interest Accrual Period, the Rate of Interest in respect of the preceding Interest Accrual Period; and

“Fixed Interest Rate” and “Reference Rate” have the meanings given below.

Leveraged Cumulative Floating Rate Securities

If ‘Bear Securities’ is specified under Floating Rate Interest Provisions in the Final Terms, the applicable formula shall be:

(Levprevious x Previous Rate) + (Levrefrate x [Reference Rate - Fixed Interest Rate])

If ‘Bull Securities’ is specified under Floating Rate Interest Provisions in the Final Terms, the applicable formula shall be:

(Levprevious x Previous Rate) + (Levrefrate x [Fixed Interest Rate - Reference Rate])

provided that the Rate of Interest determined pursuant to the formulae in both 1. and 2. above shall not be less than the Minimum Rate nor greater than the Maximum Rate (in each case, if any).

“Levprevious”, “Previous Rate” and “Levrefrate” have the meanings given in Paragraph (viiii) (Momentum Inverse Floating Rate Securities) above.

“Fixed Interest Rate”, “Reference Rate”, “Minimum Rate” and “Maximum Rate” have the meanings given below.

Target Redemption Securities

Fixed Interest Rate – (Scale x Reference Rate)

provided that the Rate of Interest shall not be less than zero nor greater than the Maximum Rate, if any.

“Fixed Interest Rate” and “Reference Rate” have the meanings given below; and

“Scale” means, in respect of the Floating Rate Interest Accrual Period ending in the month and year specified under the heading “Interest Period End Dates” in the table in the Final Terms, the corresponding number specified under the heading “Scale” in such table.

Target Interest Floor

If on the Interest Determination Date immediately prior to the Maturity Date the Calculation Agent determines that the Interest Amount for the final Interest Accrual Period, when added to the Cumulative Interest Amount would be less than the Target Interest Floor, then the Interest Amount in respect of the final Interest Accrual Period shall be adjusted upwards to an amount that is equal to the Target Interest Floor less the Cumulative Interest Amount.

Target Interest Cap

If on an Interest Determination Date the Calculation Agent determines that the Interest Amount for that Interest Accrual Period when added to the Cumulative Interest Amount would exceed the Target Interest Cap, then the Interest Amount shall be adjusted downwards to an amount that is equal to the Target Interest Cap less the Cumulative Interest Amount.

“Target Interest Cap” and “Target Interest Floor” each mean an amount in the Specified Currency equal to the percentage of the Aggregate Nominal Amount specified as the Target Interest Cap and Target Interest Floor in the Final Terms.

Ratchet Securities

The Rate of Interest in respect of each Interest Accrual Period shall be calculated by the Calculation Agent on the Interest Determination Date in accordance with the following formula:

Max [Previous Rate, Min (Previous Rate + Spread 1, Reference Rate + Spread 2)]

provided that the Rate of Interest shall not be less than zero nor greater than the Maximum Rate, if any.

“Previous Rate” means the Rate of Interest in respect of the preceding Interest Accrual Period provided that in respect of the first Interest Accrual Period, “Previous Rate” shall be as specified in the Final Terms;

“Spread 1” and “Spread 2” mean the values specified as such in the Final Terms; and

“Rate of Interest” and “Reference Rate” have the meanings given below.

Switchable Securities

The Rate of Interest payable from time to time will be:

for each Interest Accrual Period ending on or prior to the relevant Switch Date (and prior to exercise of the Issuer Switch Option or the Securityholders Switch Option, if applicable), the Initial Rate of Interest; and
for each Interest Accrual Period beginning on or after the relevant Switch Date (and following exercise of the Issuer Switch Option or the Securityholders Switch Option, if applicable), the Subsequent Rate of Interest.

provided that the Rate of Interest shall not be less than zero nor greater than the Maximum Rate, if any.

“Initial Rate of Interest” means (i) if the Initial Rate of Interest is a fixed rate, the rate specified under “Fixed Rate Interest Provisions” in the Final Terms; or (ii) if the Initial rate of Interest is a floating rate, the rate determined in the manner specified under “Floating Rate Interest Provisions” in the Final Terms;

“Subsequent Rate of Interest” means (i) if the Subsequent Rate of Interest is a fixed rate, the rate specified under “Fixed Rate Interest Provisions” in the Final Terms and (ii) if the Subsequent Rate of Interest is a floating rate, the rate determined in the manner specified under “Floating Rate Interest Provisions” in the Final Terms;

“Switch Date” means the date specified in the Final Terms.

Issuer Switch Option

If “Issuer Switch Option” is specified as applicable in the Final Terms, the Issuer has the option to change the Rate of Interest from the Initial Rate of Interest to the Subsequent Rate of Interest on the Switch Date upon giving no less than 10 Business Days notice prior to the Switch Date to the Securityholders. If this option is exercised the Subsequent Rate of Interest will be payable from and including the Switch Date up to and including the Maturity Date and the Initial Interest Rate will cease to be payable.

Securityholders Switch Option

If “Securityholders Switch Option” is specified as applicable in the Final Terms, Securityholders holding 100 per cent. of the Securities have the option to change the Rate of Interest from the Initial Rate of Interest to the Subsequent Rate of Interest on the Switch Date upon giving no less than 10 Business Days notice prior to the Switch Date to the Issuer. If this option is exercised the Subsequent Rate of Interest will be payable from and including the Switch Date up to and including the Maturity Date and the Initial Interest Rate will cease to be payable.

If the Securities of a Series are held by more than one Securityholder, notice to exercise the Securityholders Switch Option must be given by all Securityholders. If one or more Securityholders of a Series does not give such notice then the Securityholders Switch Option shall not be exercised and the Issuer shall notify Securityholders of such non-exercise of the option.

For the avoidance of doubt, where no Issuer Switch Option or Securityholders Switch Option is specified as applicable in the Final Terms, the Rate of Interest in respect of each Interest Period from and including the Switch Date shall be the Subsequent Rate of Interest.

Zero Coupon Trigger Redeemable Spread Bonus Securities

No interest is payable in respect of Zero Coupon Trigger Redeemable Spread Bonus Securities.

Business Day Convention

Target Redemption and Trigger Redemption:

The following provisions shall additionally apply in relation to Target Redemption Securities and Zero Coupon Trigger Redeemable Spread Bonus Securities:

In relation to Target Redemption Securities, if, on an Interest Determination Date in respect of an Interest Accrual Period the Calculation Agent determines that the Interest Amount for that Interest Accrual Period when added to the Cumulative Interest Amount would exceed the Target Interest Cap, then each Security will be redeemed on the Interest Payment Date relating to such Interest Accrual Period (the “Early Target Redemption Date”) at its Redemption Amount (which, unless otherwise provided in the Final Terms, shall be its nominal amount).

Zero Coupon Trigger Redeemable Spread Bonus Securities will be redeemed early on Redemption Datei at the Corresponding Trigger Redemption Amounti if on the Relevant Rate Fixing Date the Spread Rate is equal to or greater than the relevant Trigger Redemption Thresholdi corresponding to that Redemption Datei in the table set out under “Trigger Redemption” in the Final Terms.

Accrual of Interest and Premium

Interest and Premium shall cease to accrue on each Security on the due date for redemption unless payment is improperly withheld or refused, in which event interest and premium shall continue to accrue (both before and after judgment) in the manner provided in this General Condition 4 to the Relevant Date.

Margin, Maximum/Minimum Rates of Interest, Rate Multipliers and Rounding
If any Margin or Rate Multiplier is specified in the relevant Final Terms (either (x) generally, or (y) in relation to one or more Interest Accrual Periods), an adjustment shall be made to all Rates of Interest, in the case of (x), or the Rates of Interest 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.
If any Maximum Rate of Interest or Minimum Rate of Interest is specified in the relevant Final Terms, then any Rate of Interest shall be subject to such maximum or minimum, as the case may be.
For the purposes of any calculations (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 the lowest transferable amount of such currency.
Calculations

The amount of interest or premium payable in respect of any Security for any period shall be calculated by multiplying the product of the Rate of Interest or Rate of Premium and the outstanding nominal amount of such Security by the Day Count Fraction, unless an Interest Amount or Premium Amount (or a formula for its calculation) is specified in respect of such period, in which case the amount of interest or premium payable in respect of such Security for such period shall equal such Interest Amount or Premium Amount (or be calculated in accordance with such formula).

Determination and Publication of Rates of Interest/Premium and Interest/Premium Amounts

On such date as the Calculation Agent may be required under this General Condition to calculate any rate or amount, obtain any quotation or make any determination or calculation, it shall determine such rate, calculate such amounts, obtain such quotation or make such determination or calculation, as the case may be, and cause the Rate of Interest and the Interest Amount and/or the Rate of Premium and Premium Amount for each Interest Accrual Period and Premium Period and the relevant Interest Payment Date, Interest Period End Date and Premium Payment Date to be notified to the Fiscal Agent, the Issuer (if the Issuer is not the Calculation Agent) each of the Agents, the Securityholders and, if the Securities are listed on a stock exchange and the rules of such exchange or other relevant authority so require, such exchange or other relevant authority as soon as possible after their determination but in no event later than the fourth Business Day after such determination. Where any Interest Payment Date, Interest Period End Date or Premium Payment Date is subject to adjustment pursuant to General Condition 4(c)(ii) or 4(d)(xiv), the Interest Amounts, Interest Payment Date and Interest Period End Date or Premium Amount and Premium Payment Date so published may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice in the event of an extension or shortening of the Interest Accrual Period or Premium Period. In the case of Securities issued in the form of Notes only, if the Securities become due and payable under General Condition 8, the accrued interest and the Rate of Interest and/or Rate of Premium payable in respect of the Securities shall nevertheless continue to be calculated as previously in accordance with this General Condition 4 but no publication of the Rate of Interest and/or Rate of Premium or the Interest Amount or Premium Amount so calculated need be made.

Zero Coupon Securities

Where a Security which is specified to be a Zero Coupon Security 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 Early Redemption Amount of such Security. As from the Maturity Date, the Rate of Interest for any overdue principal of such a Security shall be a rate per annum (expressed as a percentage) equal to the Amortisation Yield (as described in General Condition 5(b)(ii) in relation to Securities issued in the form of Notes, and in General Condition 3(c) in relation to Securities issued in the form of Certificates).

Definitions

Unless the context otherwise requires and subject to the Final Terms, the following terms shall have the meanings set out below:

“Aggregate Nominal Amount” means the aggregate nominal amount of the Securities set out in the Final Terms.

“Base Rate Reset Date” means the first day of the relevant Observation Period unless otherwise specified in the Final Terms.

“Basis Commencement Date” and “Basis End Date” are the dates specified as such in the Final Terms, in respect of the relevant Basis Period.

“Basis Period” means the period from (and including) the first Basis Commencement Date to (but excluding) the first Basis End Date and each successive period from and including a Basis Commencement Date to but excluding a Basis End Date, and may, without limitation, include a number of Interest Accrual Periods.

“Business Centre” means each of the places so specified in the Final Terms.

“Business Day” means:

in the case of a currency other than euro, a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets settle payments in the principal financial centre for such currency; and/or
in the case of euro, a TARGET Business Day; and/or
in the case of a currency and/or one or more Business Centres, a day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange markets settle payments in such currency in the Business Centre(s) or, if no currency is indicated, generally in each of the Business Centres.

“Cumulative Interest Amount” means, in respect of a Security, on any Interest Determination Date, the sum of the Interest Amounts paid on each previous Interest Payment Date;

“Day Count Fraction” means, in respect of the calculation of an amount of interest and/or premium on any Security 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 Accrual Period and/or a Premium Period, the “Calculation Period”):

if “Actual/Actual” or “Actual/Actual – ISDA” is specified in the relevant Final Terms, 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);
if “Actual/365 (Fixed)” is specified in the relevant Final Terms, the actual number of days in the Calculation Period divided by 365;
if “Actual/360” is specified in the relevant Final Terms, the actual number of days in the Calculation Period divided by 360;
if “30/360 (Unadjusted)” means 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 any adjustments);
if “30/360”, “360/360” or “Bond Basis” is specified in the relevant Final Terms, the number of days in the Calculation Period divided by 360 calculated on a formula basis as follows:


Day Count Fraction =	[360 x (Y2 -Y1)] + [30 x (M2 -M1)]+ (D2 -D1)
	360

where:

“Y1” is the year, expressed as a number, in which the first day of the Calculation Period falls;

“Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

“M1” is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;

“M2” is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

“D1” is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in which case D1 will be 30; and

“D2” is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30;

if “30E/360” or “Eurobond Basis” is specified in the relevant Final Terms, the number of days in the Calculation Period divided by 360 calculated on a formula basis as follows:


Day Count Fraction =	[360 x (Y2 -Y1)] + [30 x (M2 -M1)]+ (D2 -D1)
	360

where:

“Y1” is the year, expressed as a number, in which the first day of the Calculation Period falls;

“Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

“M1” is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;

“M2” is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

“D1” is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in which case D1 will be 30; and

“D2” is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31, in which case D2 will be 30;

if “30E/360 (ISDA)” is specified in the relevant Final Terms, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:


Day Count Fraction =	[360 x (Y2 -Y1)] + [30 x (M2 -M1)]+ (D2 -D1)
	360

where:

“Y1” is the year, expressed as a number, in which the first day of the Calculation Period falls;

“Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

“M1” is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;

“M2” is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

“D1” is the first calendar day, expressed as a number, of the Calculation Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30; and

“D2” is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31, in which case D2 will be 30;

if “Actual/Actual–ICMA” is specified in the relevant Final Terms:
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
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 Date” means the dates specified as such in the relevant Final Terms or, if none is so specified, the Interest Period End Dates and/or Premium Payment Dates;

“Determination Period” means the period from and including a Determination Date in any year to but excluding the next Determination Date; and

“Designated Maturity” means the period set out in the Final Terms.

“Final Fixed Interest Period End Date” means the date so specified in the Final Terms.

“Fixed Rate Interest Accrual Period” means the period from (and including) the Interest Commencement Date to (and excluding) the first fixed Interest Period End Date and each successive period beginning on (and including) a fixed Interest Period End Date to (and excluding) the next succeeding fixed Interest Period End Date up to and including the period ending on the Final Fixed Interest Period End Date, if such date is specified in the Final Terms, failing which, the Maturity Date.

“Fixed Interest Rate” means, in respect of the Fixed Rate Interest Accrual Period ending in the month and year specified under the heading “Interest Period End Dates” in the table in the Final Terms, the rate per annum equal to the corresponding rate specified under the heading “Fixed Interest Rate” in such table.

“Floating Rate Interest Commencement Date” means the Final Fixed Interest Period End Date unless otherwise specified in the Final Terms.

“Floating Rate Interest Accrual Period” means each Interest Accrual Period commencing on or after the Floating Rate Interest Commencement Date.

“High Barrier” means, in respect of the Observation Period relating to each Floating Rate Interest Accrual Period ending in the month and year specified under the heading “Interest Period End Dates” in the table in the Final Terms, a rate per annum equal to the corresponding rate specified under the heading “High Barrier Rate” in such table.

“Interest Accrual Period” means the period beginning on (and including) the Interest Commencement Date and ending on (and including) the first Interest Period End Date and each successive period beginning on (but excluding) an Interest Period End Date and ending on (and including) the next succeeding Interest Period End Date.

“Interest Amount” means the amount of interest payable in respect of a Security on an Interest Payment Date as specified in the Final Terms or calculated under this General Condition.

“Interest Commencement Date” means the Issue Date or such other date as may be specified in the relevant Final Terms.

“Interest Determination Date” means the date falling two Business Days prior to the Interest Payment Date for the relevant Interest Accrual Period or such other date as may be specified in the relevant Final Terms.

“Interest Payment Date” means each Interest Payment Date specified in the Final Terms.

“Interest Period End Date” means each Interest Period End Date specified in the Final Terms.

“ISDA Definitions” means the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc.

“Lock-in Level” means the level so specified in the Final Terms.

“Lock-in Rate” means the rate of interest so specified in the Final Terms.

“Low Barrier” means, in respect of each Floating Rate Interest Accrual Period ending in the month and year specified in the table in the Final Terms, a rate per annum equal to the corresponding rate specified under the heading “Low Barrier Rate” in such table.

“Maximum Rate” means the rate of interest so specified in the Final Terms, and if the Maximum Rate varies for each Floating Rate Interest Accrual Period, then, in respect of the Floating Rate Interest Accrual Period ending in the month and year specified under the heading “Interest Period End Dates” in the table in the Final Terms, the Maximum Rate shall be the rate per annum equal to the corresponding rate specified under the heading “Maximum Rate” in such table.

“Minimum Rate” means the rate of interest so specified in the Final Terms, and if the Minimum Rate varies for each Floating Rate Interest Accrual Period, then, in respect of the Floating Rate Interest Accrual Period ending in the month and year specified under the heading “Interest Period End Dates” in the table in the Final Terms, the Minimum Rate shall be the rate per annum equal to the corresponding rate specified under the heading “Minimum Rate” in such table.

“n” is the number of Business Days in the Observation Period relating to such Floating Rate Interest Accrual Period on which the Reference Rate in respect of each such Business Day is (i) where a Low Barrier is specified in the Final Terms but High Barrier is not applicable in each case in respect of the relevant period, more than or equal to the Low Barrier; (ii) where a High Barrier is specified in the Final Terms but Low Barrier is not applicable in each case in respect of the relevant period, less than or equal to the High Barrier; or (iii) where both a Low Barrier and a High Barrier are specified in the Final Terms, more than or equal to the Low Barrier and less than or equal to the High Barrier in each case in respect of the relevant period, provided that where “Rate Cut-off Date” is specified in the Final Terms the Reference Rate on the Interest Determination Date in respect of the relevant Interest Accrual Period shall be deemed to be the Reference Rate on each remaining Business Day within such Interest Accrual Period.

“N” is the total number of Business Days in the Observation Period relating to such Floating Rate Interest Accrual Period or if “Rate Cut-off Date” is specified as applicable in the Final Terms, the total number of Business Days in such Floating Rate Interest Accrual Period.

“Nominal Amount” means the nominal amount of each Security specified in the relevant Final Terms.

“Observation Period” means, for the purpose of calculating the Rate of Interest:

in respect of each Floating Rate Interest Accrual Period (other than the first Floating Rate Interest Accrual Period), the period from, and including, the day that is two Business Days prior to the immediately preceding Interest Period End Date to, but excluding the day that is two Business Days prior to the Interest Period End Date relating to such Floating Rate Interest Accrual Period; and
in respect of the first Floating Rate Interest Accrual Period, the period from, and including, the day that is two Business Days prior to the Floating Rate Interest Commencement Date or (if Fixed Rate Interest Provisions are not applicable) the Issue Date to, but excluding the day that is two Business Days prior to the first Interest Period End Date.

“Premium Amount” means the amount of any premium payable in respect of a Security on a Premium Payment Date as specified in the Final Terms or calculated under this General Condition.

“Premium Commencement Date” means the Issue Date or such other date as may be specified in the Final Terms.

“Premium Payment Date” means each Premium Payment Date specified in the Final Terms.

“Premium Period” means the period beginning on (and including) the Premium Commencement Date and ending on (but excluding) the first Premium Payment Date and each successive period beginning on (and including) a Premium Payment Date and ending on (but excluding) the next succeeding Premium Payment Date.

“Rate Fixing Business Day” means a day on which commercial banks and foreign exchange markets generally settle payments in the financial centre specified for such purpose in the Final Terms.

“Rate of Interest” means the rate of interest payable from time to time in respect of a Security as specified in the Final Terms or calculated under this General Condition.

“Rate of Premium” means the rate of premium payable from time to time in respect of a Security as specified in the Final Terms.

“Reference Rate” means the rate for deposits in the Reference Rate Currency specified in the Final Terms or, if a CMS Rate is specified in the Final Terms, the annual swap rate for transactions in the Reference Rate Currency specified in the Final Terms, in each case for a period equal to the Designated Maturity and which appears on the relevant Screen Page at the Relevant Rate Fixing Time or the Relevant Rate Fixing Date, as determined by the Issuer (the “Screen Rate”). If the Screen Rate is not shown on the Screen Page, the Reference Rate shall be determined by the Issuer in good faith in a commercially reasonable manner having regard to market practices.

“Reference Rate Currency” means in respect of a Reference Rate, the currency specified in the Final Terms.

“Reference Rate Reset Date” means, for the purposes of calculating the Reference Rate; (i) in respect of Floating Rate RAS, Fixed Rate RAS, Spread RAS, Momentum RAS and Zero Coupon Trigger Redeemable Spread Bonus Securities, the Relevant Rate Fixing Date; (ii) in respect of Inverse Floating Rate Securities, Leveraged Cumulative Floating Rate Securities, Leveraged Steepener Securities and Target Redemption Securities, if ‘in advance’ is specified in the Final Terms, the first day of the relevant Interest Accrual Period, and if ‘in arrears’ is specified in the Final Terms, the last day of the relevant Interest Accrual Period unless otherwise specified in the Final Terms.

“Relevant Rate Fixing Date” means, (A) for the purposes of calculating the Reference Rate, (i) in respect of Floating Rate RAS, Fixed Rate RAS, Spread RAS and Momentum RAS Securities, each Business Day during the Observation Period; (ii) in respect of Leveraged Steepener Securities, Inverse Floating Rate Securities, Leveraged Cumulative Floating Rate Securities and Target Redemption Securities, the day that is two Rate Fixing Business Days prior to the Reference Rate Reset Date, and (iii) in respect of Zero Coupon Trigger Redeemable Spread Bonus Securities, the day that is 10 Rate Fixing Business Days prior to the respective Redemption Date, (B) for the purposes of calculating the Base Rate for a Floating Rate RAS, the day that is two Rate Fixing Business Days prior to the Base Rate Reset Date or (C) as otherwise specified in the relevant Final Terms.

“Relevant Rate Fixing Time” means the time specified in the Final Terms in respect of a Reference Rate.

“Relevant Date” means, in respect of any payment, (i) the date on which such payment first becomes due and payable or (ii) if the full amount of moneys payable has not been received by the Fiscal Agent on or prior to such date, the date on which, the full amount of such moneys having been so received, notice to that effect is given to the Securityholders in accordance with General Condition 13 (in the case of Securities issued in the form of Notes) and General Condition 9 (in the case of Securities issued in the form of Certificates).

“Screen Page” means such page, section, caption, column or other part of a particular information service as may be specified in the Final Terms or any successor thereto as determined by the Issuer.

“Spread” means the value specified in the Final Terms.

“Spread Rate” means, the value expressed as a percentage on a per annum basis, obtained from the following formula: Reference Rate One - Reference Rate Two, where Reference Rate One and Reference Rate Two are the Reference Rates specified, for such Designated Maturity as is specified, in the Final Terms.

Zero Coupon Securities

The following paragraph shall be inserted as sub-paragraph (ii) of Condition 5(b) of the General Terms and Conditions of the Notes (and Condition 5(b) shall be renumbered as Condition 5(b)(i)), and shall be inserted as a new Condition 3(c) of the General Terms and Conditions of Certificates and Conditions 3(c), (d), (e) and (f) shall be re-numbered accordingly:

Zero Coupon Securities:

The Early Redemption Amount payable in respect of any Zero Coupon Security, upon redemption of such Security pursuant to General Condition 5(c) (in relation to Securities issued in the form of Notes), or pursuant to General Condition 5 in relation to Securities issued in the form of Certificates) or upon it becoming due and payable as provided in General Condition 8 (in relation to Securities issued in the form of Notes only) shall be the Amortised Face Amount (calculated as provided below) of such Security unless otherwise specified in the relevant Final Terms.
Subject to the provisions of sub-paragraph (C) below, the “Amortised Face Amount” of any such Security shall be the scheduled Final Redemption Amount of such Security on the Maturity Date discounted at a rate per annum (expressed as a percentage) equal to the “Amortisation Yield” (being the rate specified as such in the Final Terms or if none is specified, shall be such rate as would produce an Amortised Face Amount equal to the issue price of the Securities if they were discounted back to their issue price on the Issue Date) compounded annually.
If the Early Redemption Amount payable in respect of any such Security upon its redemption pursuant to General Condition 5(c) (in relation to Securities issued in the form of Notes), or pursuant to General Condition 5 in relation to Securities issued in the form of Certificates) or upon it becoming due and payable as provided in General Condition 8 (in relation to Securities issued in the form of Notes only) is not paid when due, the Early Redemption Amount due and payable in respect of such Security shall be the Amortised Face Amount of such Security as defined in sub-paragraph (B) above, except that such sub-paragraph shall have effect as though the date on which the Security becomes due and payable were the Relevant Date. The calculation of the Amortised Face Amount in accordance with this sub-paragraph shall continue to be made (both before as well after 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 Final Redemption Amount of such Security on the Maturity Date together with any interest that may accrue in accordance with General Condition 4(i).

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.

TAXATION

The following is a summary of the withholding tax position (and, in the case of Switzerland, other tax issues) in respect of payments of the income from the Securities by the relevant Issuer (or an agent appointed by it) in accordance with the terms and conditions of such Securities (“Relevant Payments”). It is limited to the country of incorporation of the relevant Issuer and those countries in which admission to trading may be sought or offers for which a prospectus is required under the Prospectus Directive may be made pursuant to this Prospectus (“Relevant Taxing Jurisdictions”).

It does not relate to any other tax consequences or to withholdings in respect of payments by other persons (such as custodians, depositaries or other intermediaries) unless otherwise specified. Each investor should consult a tax adviser as to the tax consequences relating to its particular circumstances resulting from holding the Securities.

All payments in respect of the Securities by the relevant Issuer or by an agent appointed by such Issuer will be subject to any applicable withholding taxes. However, as at the date hereof, no such taxes would be applicable in respect of any Relevant Payments in any Relevant Taxing Jurisdiction, except as specified below in relation to the countries so specified.

For the purposes of this Taxation Section, the disclosure replicates the taxation disclosure in the Principal Base Prospectus (pages 202 to 227 inclusive).

United States

Taxation for Non-U.S. Investors

HIRE ACT/FATCA TAX DISCLOSURE FOR STRUCTURED NOTES ISSUED OUTSIDE THE US CIRCULAR 230 NOTICE. THE FOLLOWING NOTICE IS BASED ON U.S. TREASURY REGULATIONS GOVERNING PRACTICE BEFORE THE U.S. INTERNAL REVENUE SERVICE: (1) ANY U.S. FEDERAL TAX ADVICE CONTAINED HEREIN, INCLUDING ANY OPINION OF COUNSEL REFERRED TO HEREIN, IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING U.S. FEDERAL TAX PENALTIES THAT MAY BE IMPOSED ON THE TAXPAYER; (2) ANY SUCH ADVICE IS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE TRANSACTIONS DESCRIBED HEREIN (OR IN ANY SUCH OPINION OF COUNSEL); AND (3) EACH TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER’S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

Legislation Affecting Securities Held Through Foreign Accounts

Under the Act, 30 per cent. withholding tax is imposed on “withholdable payments” made to foreign financial institutions (and their more than 50 per cent. affiliates) unless the payee foreign financial institution agrees, among other things, to disclose the identity of any U.S. individual with an account at the institution (or the institution’s affiliates) and to annually report certain information about such account. “Withholdable payments” include payments of interest (including original issue discount), dividends, and other items of fixed or determinable annual or periodical gains, profits, and income “FDAP”), in each case, from sources within the United States, as well as gross proceeds from the sale of any property of a type which can produce interest or dividends from sources within the United States. The Act also requires withholding agents making withholdable payments to certain foreign entities that do not disclose the name, address, and taxpayer identification number of any substantial U.S. owners (or certify that they do not have any substantial United States owners) to withholding tax at a rate of 30 per cent. We will treat payments on the securities as withholdable payments for these purposes.

Withholding under the Act will apply to all withholdable payments without regard to whether the beneficial owner of the payment is a U.S. person, or would otherwise be entitled to an exemption from the imposition of withholding tax pursuant to an applicable tax treaty with the United States or pursuant to U.S. domestic law. Unless a foreign financial institution is the beneficial owner of a payment, it will be subject to refund or credit in accordance with the same procedures and limitations applicable to other taxes withheld on FDAP payments provided that the beneficial owner of the payment furnishes such information as the IRS determines is necessary to determine whether such beneficial owner is a United States owned foreign entity and the identity of any substantial United States owners of such entity. Generally, the Act’s withholding and reporting regime will apply to payments made after 31 December 2012, Thus, if an investor holds the securities through a foreign financial institution or foreign corporation or trust, a portion of the payments made after 31 December 2012 may be subject to 30 per cent. withholding.

EU Savings Directive

Under EU Savings Directive, each Member State is required to provide to the tax authorities of another member state details of payments of interest or other similar income paid by a paying agent within its jurisdiction to, or collected by such a person for, an individual resident in that other Member State; however for a transitional period, Austria and Luxembourg will instead operate a withholding system in relation to such payments, unless the beneficiary of the interest payments elects for the exchange of information. The end of this transitional period depends on the conclusion of certain other agreements relating to exchange of information with certain other countries.

A number of non-EU countries, including Switzerland, (“Third Countries”) and certain dependent or associated territories of certain Member States (“Dependent and Associated Territories”), have adopted similar measures in relation to payments of interest or other similar income paid by a paying agent within its jurisdiction to, or collected by such a person for, an individual resident in another Member State, or certain Third Country or Dependent and Associated Territories.

Investors should note that the European Commission adopted an amending proposal to the Directive, which, among other changes, seeks to extend the application of the Directive to (i) payments channelled through certain intermediate structures (whether or not established in a Member State) for the ultimate benefit of an EU resident individual, and (ii) a wider range of income similar to savings income. Further developments in this respect should be monitored on a continuing basis, since no certainty exists over whether and when the proposed amendments to the Directive will be implemented. Investors who are in any doubt as to their position should consult their professional advisers.

Switzerland

The following statements and discussions of certain Swiss tax considerations relevant to the purchase, ownership and disposition of Securities apply to Securities issued by CS only, are of a general nature only and do not address every potential tax consequence of an investment in Securities under Swiss law. This summary is based on treaties, laws, regulations, rulings and decisions currently in effect, all of which are subject to change. It does not address the tax consequences of the Securities in any jurisdiction other than Switzerland. Potential investors will therefore need to consult their own tax advisers to determine the special tax consequences of the receipt, ownership and sale or other disposition of a Security.

Tax treatment depends on the individual tax situation of each investor and may be subject to change.

The Securityholders shall assume and be responsible to the proper governmental or regulatory authority for any and all taxes of any jurisdiction or governmental or regulatory authority, including without limitation, any state or local taxes, transfer taxes or fees, occupation taxes or other like assessments or charges that may be applicable to any payment delivered to them by the Issuer hereunder or applicable to the transactions covered hereby. The Issuer shall have the right, but not the duty, to withhold from any amounts otherwise payable to a Securityholder such amount as is necessary for the payment of any such taxes, fees, assessments or charges.

Swiss Withholding Tax

According to current Swiss tax law and the present practice of the Swiss Federal Tax Administration, payments in respect of the Securities and repayment of principal of the Securities by the Issuer acting through one of its Branches outside of Switzerland should not be subject to Swiss withholding tax provided that the Issuer uses the proceeds outside of Switzerland.

Swiss Value Added Tax (“VAT”)

The issue, transfer, exercise or redemption of Securities relating to securities or any income derived therefrom will normally not be subject to Swiss VAT. However, any respective input VAT will correspondingly not be recoverable.

Issue Stamp Tax and Securities Transfer Stamp Tax

According to current Swiss tax law and the present practice of the Swiss Federal Tax Administration, neither the issue of Securities, provided that the Issuer acting through a Branch outside of Switzerland uses the proceeds outside of Switzerland, nor the transfer of Securities is normally subject to Issue Stamp Tax and Securities Transfer Stamp Tax. If the Issuer acting through a Branch outside of Switzerland uses the proceeds inside Switzerland the issuance (primary market) of the Securities could be subject to issuance stamp tax. Exceptions to these rules apply with regard to the Securities Transfer Stamp Tax to Securities which, due to specific features, are considered financing instruments, share-like or fund-like products for purposes of Swiss tax law. In this case, a Securities Transfer Stamp Tax of up to 0.3 per cent. of the consideration could be due on secondary market transactions in Securities, if a Swiss securities dealer (“Effektenhändler”), as defined in art. 13 para. 3 of the Swiss Federal Act on Stamp Duties (“Stempelabgabengesetz”), is a party to the transaction or acts as an intermediary thereto. This applies likewise for primary market transaction of fund-like instruments.

Income Taxation of Non-Swiss tax resident Investors

Under present Swiss tax law, payments of interest on the Securities and repayment of principal of the Securities to a holder who is a non-resident of Switzerland and who, during the taxation year has not engaged in a trade or business through a permanent establishment within Switzerland and who is not subject to income taxation in Switzerland for any other reason will not be liable to Swiss federal, cantonal or communal income taxation. Such an investor that is not a tax resident in Switzerland, will also not be liable to Swiss federal, cantonal or communal income taxation on gains realised during the taxation year on the sale or redemption of a Security.

Income Taxation of Securities Held by Swiss tax resident Individuals as Part of Private Property

Gains or losses realised upon a sale or other disposition by individuals holding a Security as part of their private property (private capital gain) are as a rule not subject to income taxation or are not deductible from taxable income respectively. This applies likewise to option premium received or paid by the holder of a Security that is treated for Swiss tax purposes as a transparent structured product consisting of part debt and part option.

Capital gains may, however, be subject to income taxation if a Security or a distinguishable part thereof qualifies as a bond where the predominant part of the annual yield on which is paid in the form of a one-time payment (überwiegende Einmalverzinsung). Losses arising from such bonds may be deducted from gains recognised from similar instruments during the same tax period.

Income derived from a Security, which is neither a private capital gain, as set out above nor a repayment of paid in capital (or face value in the case of share-like instruments) nor an option premium is as a rule subject to tax. This applies, inter alia, to any issuance discount, repayment premium, other guaranteed payments (except repayment of capital or option premium) or any combination thereof.

Income Taxation of Securities Held by Swiss tax resident Individuals or Entities as Part of Business Property

Income realised and losses justified by business reasons incurred on Securities as part of the business property of individuals (including deemed securities dealers due to frequent dealing, debt financing or similar criteria; so called “Wertschriftenhändler”) or entities resident in Switzerland are included in the taxable income or may be deducted from the taxable income, respectively, of such person or entity.

European Union Directive on the Taxation of Savings Income, Swiss Agreement

On 26 October 2004, the European Community and Switzerland entered into an agreement on the taxation of savings income pursuant to which Switzerland adopted measures equivalent to those of the EU Savings Directive. On the basis of this Agreement, Switzerland introduced a withholding tax on interest payments and other similar income paid in Switzerland by a paying agent to an individual resident in an EU Member State (“EU Withholding Tax”). The rate of withholding is 15 per cent. for the first three years from 1 July 2005, 20 per cent. for the next three years and 35 per cent. thereafter, with the option for such an individual to authorise the paying agent to disclose details of the payments to the tax authorities of the relevant Member State in lieu of the withholding. The beneficial owner of the interest payments may be entitled to a tax credit or refund of the withholding in its country of residence, if any, provided that certain conditions are met.

United Kingdom

Provided that the relevant Issuer continues to be a bank within the meaning of section 991 of the Income Tax Act 2007 (the “Act”), and provided that the interest on the Securities is paid in the ordinary course of its business within the meaning of section 878 of the Act, CS, acting through its London Branch, or CSi, as the case may be, will be entitled to make payments of interest under the Securities without withholding or deduction for or on account of United Kingdom income tax.

Payments of interest on the Securities may also be made without withholding or deduction for or on account of United Kingdom income tax if the Securities are listed on a “recognised stock exchange” within the meaning of section 1005 of the Act.

Interest on the Securities may also be paid without withholding or deduction for or on account of United Kingdom tax where interest on the Securities is paid to a person who belongs in the United Kingdom for United Kingdom tax purposes and, at the time the payment is made, the relevant Issuer reasonably believes (and any person by or through whom interest on the Securities is paid reasonably believes) that the beneficial owner is within the charge to United Kingdom corporation tax as regards the payment of interest; provided that HM Revenue & Customs have not given a direction (in circumstances where it has reasonable grounds to believe that the above exemption is not available in respect of such payment of interest at the time the payment is made) that the interest should be paid under deduction of tax.

Interest on the Securities may also be paid without withholding or deduction for or on account of United Kingdom tax where the maturity of the Securities is less than 365 days.

In other cases, an amount must generally be withheld from payments of interest on the Securities issued by CS, acting through its London Branch, or CSi, as the case may be, on account of United Kingdom income tax at the basic rate (currently 20 per cent.). However, where an applicable double tax treaty provides for a lower rate of withholding tax (or for no tax to be withheld) in relation to a Securityholder, HM Revenue & Customs can issue a notice to the relevant Issuer to pay interest to the Securityholder without deduction of tax (or for interest to be paid with tax deducted at the rate provided for in the relevant double tax treaty).

Securityholders who are individuals may wish to note that HM Revenue & Customs have power to obtain information (including the name and address of the beneficial owner of the interest) from any person in the United Kingdom who either pays interest to or receives interest for the benefit of an individual. HM Revenue & Customs also have power to obtain information from any person in the United Kingdom who pays amounts payable on the redemption of Securities which are deeply discounted securities for the purposes of the Income Tax (Trading and Other Income) Act 2005 to, or receives such amounts for the benefit of, an individual, however, in relation to amounts payable on redemption of such Securities, HM Revenue & Customs’ published practice indicates HM Revenue & Customs will not exercise its power to obtain information where such amounts are paid or received before 5 April 2012. Such information may include the name and address of the beneficial owner of the amount payable on redemption. Any information obtained may, in certain circumstances, be exchanged by HM Revenue & Customs with the tax authorities of the jurisdiction in which the Securityholder is resident for tax purposes.

Bahamas

Payments made by CS, acting through its Nassau Branch, will not be subject to any withholding tax on account of Bahamian taxes.

Belgium

The following is a summary of the principal Belgian tax considerations with respect to the holding of Securities obtained by a Belgian investor following this offer in Belgium.

This information is of a general nature and does not purport to be a comprehensive description of all Belgian tax considerations that may be relevant to a decision to acquire, to hold or to dispose of the Securities. In some cases, different rules can be applicable.

This summary is based on Belgian tax legislation, treaties, rules, and administrative interpretations and similar documentation, in force as of the date of the publication of this Base Prospectus, without prejudice to any amendments introduced at a later date, even if implemented with retroactive effect.

Unless otherwise stated herein, this summary does not describe the tax consequences for a holder of Securities that are redeemable in exchange for, or convertible into assets, of the exercise, settlement or redemption of such Securities or any tax consequences after the moment of exercise, settlement or redemption.

Each investor should consult a tax adviser as to the tax consequences relating to its particular circumstances resulting from holding the Securities.

Belgian tax regime regarding Notes and Certificates

Withholding tax and income tax treatment

Tax treatment of Belgian resident individuals

Individuals who are Belgian residents for tax purposes, i.e. individuals subject to the Belgian individual income tax (Personenbelasting/Impôt des personnes physiques) and who hold Notes or Certificates as a private investment, are in principle subject to the following tax treatment in Belgium with respect to Notes and Certificates. Other tax rules apply to Belgian resident individuals holding Notes and Certificates not as a private investment but in the framework of their professional activity.

The following amounts are treated as interest for Belgian withholding tax purposes: (i) periodic interest income, (ii) any amount paid by the relevant Issuer in excess of the issue price, and (iii) if the debt securities qualify as fixed income securities in the meaning of article 2, §1, 8° of the Belgian Income Tax Code, in case of a realisation of the debt securities prior to repurchase or redemption by the relevant Issuer, the income equal to the pro rata of accrued interest corresponding to the detention period (a debt security will be a fixed income security if there is a causal link between the amount of interest income and the detention period of the security, on the basis of which it is possible to calculate the amount of pro rata interest income at the moment of the sale of the security during its lifetime).

Payments of interest on Notes and Certificates which qualify as interest (as defined above) and which are made through a paying agent in Belgium will in principle be subject to a 15 per cent. withholding tax (calculated on the interest received after deduction of any non-Belgian withholding taxes).

The Belgian withholding tax constitutes the final income tax for Belgian resident individuals. This means that they do not have to declare the interest obtained on Notes and Certificates in their personal income tax return, provided Belgian withholding tax was levied on these interest payments.

However, if the interest is paid outside of Belgium, i.e. without the intervention of a financial intermediary established in Belgium, the interest received on Notes and Certificates (after deduction of any non-Belgian withholding tax) must be declared in the personal income tax return and will be taxed at a flat rate of 15 per cent. plus communal surcharges. However, no such communal surcharges will be due with respect to interest on Notes and Certificates issued by CSi or by CS acting through its London branch.

Capital gains realised upon the sale of Notes and Certificates are in principle tax exempt, unless the capital gains are realised outside the scope of the management of one’s private estate or unless and to the extent that the capital gains qualify as interest (as defined above). Capital losses are in principle not tax deductible.

Tax treatment of Belgian resident corporations

Corporations that are Belgian residents for tax purposes, i.e., corporations subject to Belgian Corporate Income Tax (Vennootschapsbelasting/Impôt des sociétés) are in principle subject to the following tax treatment in Belgium with respect to Notes and Certificates.

Interest derived by Belgian corporate investors on the Notes and Certificates and capital gains realised on Notes and Certificates will be subject to Belgian corporate income tax at the ordinary rate of 33.99 per cent.. Capital losses are in principle tax-deductible.

Payments of interest (as defined in the section “Tax treatment of Belgian resident individuals”) on Notes and Certificates made through a paying agent in Belgium will in principle be subject to a 15 per cent. withholding tax in Belgium (calculated on the interest received after deduction of any non-Belgian withholding taxes). However, the interest can under certain circumstances be exempt from withholding tax, provided a special certificate is delivered. The Belgian withholding tax that has been levied is creditable and refundable in accordance with the applicable legal provisions.

Tax treatment of a Belgian Organisation for Financing Pensions

Belgian pension fund entities that have the form of an Organisation for Financing Pensions (“OFP”) are subject to Belgian Corporate Income Tax (Vennootschapsbelasting/Impôt des sociétés). OFPs are subject to the following tax treatment in Belgium with respect to Notes and Certificates.

Interest derived from and capital gains realised on Notes and Certificates will not be subject to Belgian Corporate Income Tax in the hands of OFPs. Any Belgian withholding tax that has been levied is creditable and refundable in accordance with the applicable legal provisions.

Tax treatment of other Belgian legal entities

Legal entities that are Belgian residents for tax purposes, i.e. that are subject to Belgian tax on legal entities (Rechtspersonenbelasting/Impôt des personnes morales) are in principle subject to the following tax treatment in Belgium with respect to Notes and Certificates.

However, if the interest is paid outside Belgium, i.e. without the intervention of a financial intermediary in Belgium, the legal entity itself is liable for the payment of the Belgian 15 per cent. withholding tax.

Capital gains realised on the sale of Notes and Certificates are in principle tax exempt, unless and to the extent that the capital gain qualifies as interest (as defined in the section “Tax treatment of Belgian resident individuals”). Capital losses on Notes and Certificates are in principle not tax deductible.

Tax treatment of non-resident investors

The interest income on Notes and Certificates paid to a Belgian non-resident outside of Belgium, i.e. without the intervention of a professional intermediary in Belgium, is not subject to Belgian withholding tax.

Interest (as defined in the section “Tax treatment of Belgian resident individuals”) on Notes and Certificates paid through a Belgian intermediary will in principle be subject to a 15 per cent. Belgian withholding tax, unless the holder is resident in a country with which Belgium has concluded a double taxation agreement and delivers the requested affidavit.

Non-resident holders that have not allocated the Notes or the Certificates to business activities in Belgium can also obtain an exemption from Belgian withholding tax on interest if the interest is paid through a Belgian credit institution, a Belgian stock market company or a Belgian clearing or settlement institution and provided that the non-resident (i) is the owner or usufructor of the Notes or Certificates, (ii) has not allocated the Notes or Certificates to business activities in Belgium and (iii) delivers an affidavit confirming his non-resident status and the fulfilment of conditions (i) and (ii).

Non-resident holders using Notes or Certificates to exercise a professional activity in Belgium through a permanent establishment are subject to the same tax rules as the Belgian resident corporations (see above).

Non-resident holders who do not allocate the Notes or the Certificates to a professional activity in Belgium are not subject to Belgian income tax, save, as the case may be, in the form of withholding tax.

Stock exchange tax and tax on repurchase transactions

A stock exchange tax will be levied on the purchase and sale in Belgium of Notes and Certificates on a secondary market through a professional intermediary. The rate applicable for secondary sales and purchases in Belgium through a professional intermediary is in principle 0.07 per cent., with a maximum amount of EUR 500 per transaction and per party. A separate tax is due from each of the seller and the purchaser, both collected by the professional intermediary.

A tax on repurchase transactions (taxe sur les reports) at the rate of 0.085 per cent. subject to a maximum of EUR 500 per party and per transaction, will be due from each party to any such transaction entered into or settled in Belgium in which a professional intermediary for stock transactions acts for either party.

However, the tax on stock exchange transactions and the tax on repurchase transactions referred to above will not be payable by exempt persons acting for their own account, including non-residents (subject to certain formalities) and certain Belgian institutional investors, as defined in Articles 126-1.2 and 139 of the Code of various duties and taxes (Code des droits et taxes divers).

EU Savings Directive

Individuals not resident in Belgium

A Belgian paying agent within the meaning of the EU Savings Directive will exchange information with the country of tax residence of the beneficial owner regarding interest payments as defined by the EU Savings Directive. It concerns payments made to an individual, beneficial owner of the interest payments and resident in another EU Member State or resident in one of the Dependent and Associated Territories. Residual entities (in the meaning of the EU Savings Directive) are subject to a specific regime. The communicated information will include the identity and residence of the beneficial owner, the name and address of the paying agent, the account number of the beneficial owner and information concerning the interest payment. The exchange of information cannot be avoided by the submission of an affidavit.

Individuals resident in Belgium

An individual resident in Belgium will be subject to the provisions of the EU Savings Directive, if he receives interest payments from a paying agent (within the meaning of the Savings Directive) established in another EU Member State, Switzerland, Liechtenstein, Andorra, Monaco, San Marino, the Netherlands Antilles, Aruba, Guernsey, Jersey, the Isle of Man, Montserrat, the British Virgin Islands, Anguilla, the Cayman Islands or the Turks and Caicos Islands.

If the interest received by an individual resident in Belgium has been subject to a Source Tax, such Source Tax does not liberate the Belgian individual from declaring the interest income in the personal income tax declaration. The Source Tax will be credited against the personal income tax. If the Source Tax withheld exceeds the personal income tax due, the excessive amount will be reimbursed, provided it reaches a minimum of EUR 2.5.

Tax on the physical delivery of bearer Securities

A tax of 0.6 per cent. is levied upon the physical delivery of bearer Securities pursuant to their acquisition on the secondary market through a professional intermediary. The same tax applies to the conversion of registered Securities into bearer Securities and to the physical delivery of bearer Securities pursuant to a withdrawal of these Securities from open custody.

The tax on the delivery of bearer Securities is due either on the sums payable by the purchaser, or on the sales value of the Securities as estimated by the custodian in the case of a withdrawal from open custody or by the person asking for the conversion of the Securities in case of conversion of a registered Securities in a bearer Securities. The tax is payable by the issuer, the professional intermediary or the custodian.

The physical delivery of bearer Securities to recognised Belgian professional intermediaries (such as credit institutions), acting for their own account, is exempt from the above tax.

Estate and gift tax

Individuals resident in Belgium

An estate tax is levied on the value of the Securities transferred as part of a Belgian resident’s estate.

Gifts of Securities in Belgium are subject to gift tax, unless the gift is made by way of a purely physical delivery of bearer Securities or otherwise without written evidence of the gift being submitted to the Belgian Tax Administration. However, estate taxes on donated Securities are avoided only if a person can demonstrate that the gift occurred more than three years preceding the death of the grantor.

Individuals not resident in Belgium

There is no Belgian estate tax on the transfer of Securities on the death of a Belgian non-resident.

Italy

The following provisions are only relevant in respect of Securities if the Final Terms specify that the Additional Provisions for Notes listed on Borsa Italiana S.p.A or the Additional Provisions for Certificates listed on Borsa Italiana S.p.A are applicable.

The following is a summary of current Italian law and practice relating to the taxation of the Securities. The statements herein regarding taxation are based on the laws in force in Italy as at the date of this Base Prospectus and are subject to any changes in law occurring after such date, which changes could be made on a retroactive basis. The following summary does not purport to be a comprehensive description of all the tax considerations which may be relevant to a decision to subscribe for, purchase, own or dispose of the Securities and does not purport to deal with the tax consequences applicable to all categories of investors, some of which (such as dealers in bonds or commodities) may be subject to special rules.

Prospective purchasers of the Securities are advised to consult their own tax advisers concerning the overall tax consequences of their ownership of the Securities.

Italian Tax treatment of Notes

The following provisions are only relevant to Securities in respect of which the Final Terms specify that the applicable General Terms and Conditions are those of Notes.

Legislative Decree No. 239 of 1 April 1996, as subsequently amended, (the “Decree No. 239”) provides for the applicable regime with respect to the tax treatment of interest, premium and other income (including the difference between the redemption amount and the issue price) from Securities falling within the category of bonds (obbligazioni) or debentures similar to bonds (titoli similari alle obbligazioni) issued, inter alia, by non-Italian resident issuers.

For these purposes, debentures similar to bonds are defined as bonds that incorporate an unconditional obligation to pay, at maturity, an amount not less than their nominal value (whether or not providing for internal payments) and that do not give any right to directly or indirectly participate in the management of the relevant issuer or of the business in relation to which they are issued nor any type of control on the management.

Italian resident investors

Where an Italian resident Securityholder is (i) an individual not engaged in an entrepreneurial activity to which the Securities are connected (unless he has opted for the application of the “risparmio gestito” regime – see “Capital Gains Tax” below), (ii) a non-commercial partnership pursuant to Article 5 of the Italian Income Consolidated Code (TUIR), (iii) a non-commercial private or public entity/institution, or (iv) an investor exempt from Italian corporate income taxation, interest, premium and other income relating to the Securities, accrued during the relevant holding period, are subject to a withholding tax, referred to as “imposta sostitutiva”, levied at the rate of 12.5 per cent. In the event that the Securityholders described under (i) and (iii) above are engaged in an entrepreneurial activity to which the Securities are connected, the imposta sostitutiva applies as a provisional tax.

Where an Italian resident Securityholder is not included in the above (i) to (iv) and is a company or similar commercial entity pursuant to article 73 of TUIR or a permanent establishment in Italy of a foreign company to which the Securities are effectively connected and the Securities are deposited with an authorised intermediary, interest, premium and other income from the Securities will not be subject to imposta sostitutiva, but must be included in the relevant Securityholder’s income tax return and are therefore subject to general Italian corporate taxation (“IRES”, levied at the rate of 27.5 per cent.) and, in certain circumstances, depending on the tax “status” of the Securityholder, also to regional tax on productive activities (“IRAP”, generally levied at the rate of 3.9 per cent, even though regional surcharges may apply for a maximal amount of 0.92 per cent.).

Under the current regime provided by Law Decree No. 351 of 25 September 2001 converted into law with amendments by Law No. 410 of 23 November 2001, as clarified by the Italian Ministry of Economics and Finance through Circular No. 47/E of 8 August 2003, payments of interest in respect of the Securities made to Italian resident real estate investment funds established pursuant to Article 37 of Legislative Decree No. 58 of 24 February 1998, as amended and supplemented, and Article 14-bis of Law No. 86 of 25 January 1994 are subject neither to substitute tax nor to any other income tax.

If an investor is resident in Italy and is an open-ended or closed-ended investment fund (the “Fund”) or a SICAV, and the Securities are held by an authorised intermediary, interest, premium and other income accrued during the holding period on the Securities will not be subject to imposta sostitutiva, but must be included in the management results of the Fund or SICAV accrued at the end of each tax period, subject to an ad-hoc substitute tax applicable at a 12.5 per cent. rate. From 1 July 2011, the imposta sostitutiva of 12.5 per cent. applicable to the management results of the Italian resident Fund or SICAV will be abolished; a withholding of 12.5 per cent. will be applicable to proceeds distributed by the Fund or SICAV or proceeds received by some categories of investors following redemption and assignment of the units.

Where an Italian resident Securityholder is a pension fund (subject to the regime provided for by article 17 of the Legislative Decree No. 252 of 5 December 2005) and the Securities are deposited with an authorised intermediary, interest, premium and other income relating to the Securities and accrued during the holding period will not be subject to imposta sostitutiva, but must be included in the result of the relevant portfolio accrued at the end of the tax period, to be subject to a 11 per cent. substitute tax.

Pursuant to Decree No. 239, imposta sostitutiva is applied by banks, Società di intermediazione mobiliare (“SIMs”), fiduciary companies, Società di gestione del risparmio (“SGRs”), stockbrokers and other entities identified by a decree of the Ministry of Economics and Finance (each an “Intermediary”).

For the Intermediary to be entitled to apply the imposta sostitutiva, it must (i) be (a) resident in Italy or (b) resident outside Italy, with a permanent establishment in Italy or (c) an entity or a company not resident in Italy, acting through a system of centralised administration of securities and directly connected with the Department of Revenue of the Italian Ministry of Finance having appointed an Italian representative for the purposes of Decree 239; and (ii) intervene, in any way, in the collection of interest or in the transfer of the Securities. For the purpose of the application of the imposta sostitutiva, a transfer of Securities includes any assignment or other act, either with or without consideration.

Where the Securities are not deposited with an Intermediary, the imposta sostitutiva is applied and withheld by any entity paying interest to a Securityholder. If interest and other proceeds on the Securities are not collected through an Intermediary or any entity paying interest and as such no imposta sostitutiva is levied, the Italian resident beneficial owners listed above under (i) to (iv) will be required to include interest and other proceeds in their yearly income tax return and subject them to a final substitute tax at a rate of 12.5 per cent.

Non-Italian Resident Securityholders

No Italian imposta sostitutiva is applied on payments to a non-Italian resident Securityholder of interest or premium relating to the Securities provided that, if the Securities are held in Italy, the non-Italian resident Securityholder declares itself to be a non-Italian resident according to Italian tax regulations.

Capital Gains Tax

Under Article 67 of Presidential Decree No.917 of 22 December 1986 (the “TUIR”) and Legislative Decree No. 461 of 21 November 1997, as subsequently amended, (the “Decree 1997”), if the Italian resident investor is (i) an individual not engaged in an entrepreneurial activity to which the Securities are connected, (ii) a non-commercial partnership pursuant to Article 5 of the TUIR, (iii) a non-commercial private or public institution, or (iv) an investor exempt from Italian corporate income taxation, capital gains arising from redemption and trading of the Securities are subject to imposta sostitutiva, levied at the rate of 12.5 per cent.

Any gain obtained from the sale, early redemption or redemption of the Securities would be treated as part of the taxable income (and, in certain circumstances, depending on the tax “status” of the Securityholder, also as part of the net value of production for IRAP purposes) if realised by an Italian company or a similar commercial entity (including the Italian permanent establishment of foreign entities to which the Securities are effectively connected) or Italian resident individuals engaged in an entrepreneurial activity to which the Securities are connected.

Where an Italian resident Securityholder is an individual not holding the Securities in connection with an entrepreneurial activity, any capital gain realised by such Securityholder from the sale, early redemption or redemption of the Securities would be subject to an imposta sostitutiva, levied at the current rate of 12.5 per cent. Under some conditions and limitations, Securityholders may set off losses with gains. This rule applies also to certain other entities holding the Securities.

In respect of the application of the imposta sostitutiva, taxpayers may opt for one of the three regimes described below.

Under the “tax declaration” regime (regime della dichiarazione), which is the default regime for taxation of capital gains realised by Italian resident individuals not engaged in entrepreneurial activity to which the Securities are connected, the imposta sostitutiva on capital gains will be chargeable, on a yearly cumulative basis, on all capital gains, net of any offsettable capital loss, realised by the Italian resident individual Securityholder holding Securities not in connection with an entrepreneurial activity pursuant to all sales, early redemption or redemptions of the Securities carried out during any given tax year. Italian resident individuals holding Securities not in connection with an entrepreneurial activity must indicate the overall capital gains realised in any tax year, net of any relevant incurred capital loss, in the annual tax return and pay imposta sostitutiva on such gains together with any balance of income tax due for such year. Capital losses in excess of capital gains may be carried forward against capital gains realised in any of the four succeeding tax years.
As an alternative to the tax declaration regime, Italian resident individual Securityholders holding the Securities not in connection with an entrepreneurial activity may elect to pay the imposta sostitutiva separately on capital gains realised on each sale, early redemption or redemption of the Securities (the “risparmio amministrato” regime provided for by Article 6 of the Legislative Decree No. 461 of 21 November 1997, as a subsequently amended, the “Decree No. 461”). Such separate taxation of capital gains is allowed subject to (i) the Securities being deposited with Italian banks, SIMs or certain authorised financial intermediaries; and (ii) an express valid election for the risparmio amministrato regime being punctually made in writing by the relevant Securityholder. The election will be effective during the relevant tax year and may be revoked by the end of the calendar year and be effective for the following tax year. The depository is responsible for accounting for imposta sostitutiva in respect of capital gains realised on each sale, early redemption or redemption of the Securities (as well as in respect of capital gains realised upon the revocation of its mandate), net of any incurred capital loss, and is required to pay the relevant amount to the Italian tax authorities on behalf of the taxpayer, deducting a corresponding amount from the proceeds to be credited to the Securityholder or using funds provided by the Securityholder for this purpose. Under the risparmio amministrato regime, where a sale, early redemption or redemption of the Securities results in a capital loss, such loss may be deducted from capital gains subsequently realised, within the same Securities management, in the same tax year or in the following tax years up to the fourth. Under the risparmio amministrato regime, the Securityholder is not required to declare the capital gains in its annual tax return.
Any capital gains realised or accrued by Italian resident individuals holding the Securities not in connection with an entrepreneurial activity who have entrusted the management of their financial assets, including the Securities, to an authorised intermediary and have validly opted for the so-called “risparmio gestito” regime (regime provided by Article 7 of Decree No. 461) will be included in the computation of the annual increase in value of the managed assets accrued, even if not realised, at year end, subject to a 12.5 per cent. substitute tax, to be paid by the managing authorised intermediary. Under the risparmio gestito regime, any depreciation of the managed assets accrued at year end may be carried forward against increase in value of the managed assets accrued in any of the four succeeding tax years. Under the risparmio gestito regime, the Securityholder is not required to declare the capital gains realised in its annual tax return.

If the Italian investor is a company or similar commercial entity or a permanent establishment in Italy of a foreign company to which the Securities are effectively connected, capital gains arising from the Securities will not be subject to imposta sostitutiva, but will contribute to determine the taxable income of the investor for the purposes of IRES pursuant to the provisions and within the limits described by the TUIR. Such assessment will depend, in particular, on the tax status of the investor and on the type of registration of the Securities on the balance sheet. Such revaluations and depreciation will contribute, furthermore, to the occurrence of certain conditions in relation to the tax status of the investor and to the taxable base of IRAP.

Any capital gains realised by a Securityholder which is a Fund or a SICAV will be included in the result of the relevant portfolio accrued at the end of the tax period, to be subject to the 12.5 per cent. substitute tax. From 1 July 2011, the imposta sostitutiva of 12.5 per cent. applicable to the management results of the Fund or SICAV will be abolished; a withholding of 12.5 per cent. will be applicable to proceeds distributed by the Fund or SICAV or proceeds received by some categories of investors following redemption and assignment of the units.

Any capital gains realised by a Securityholder which is an Italian pension fund (subject to the regime provided for by article 17 of the Legislative Decree No. 252 of 5 December 2005) will be included in the result of the relevant portfolio accrued at the end of the tax period, to be subject to the 11 per cent. substitute tax.

Non-Italian Resident Securityholders

Capital gains realised by non-Italian resident Securityholders from the sale, early redemption or redemption of the Securities are not subject to Italian taxation, provided that the Securities (i) are transferred on regulated markets, or (ii) if not transferred on regulated markets, are held outside Italy.

Inheritance and gift taxes

Pursuant to Law Decree No. 262 of 3 October 2006, (Decree No. 262), converted into Law No. 286 of 24 November 2006, the transfers of any valuable asset (including shares, bonds or other securities) as a result of death or donation are taxed as follows:

transfers in favour of spouses and direct descendants or direct ancestors are subject to an inheritance and gift tax applied at a rate of 4 per cent. on the value of the inheritance or the gift exceeding EUR 1,000,000;
transfers in favour of relatives to the fourth degree and relatives-in-law to the third degree, are subject to an inheritance and gift tax applied at a rate of 6 per cent. on the entire value of the inheritance or the gift. Transfers in favour of brothers/sisters are subject to the 6 per cent. inheritance and gift tax on the value of the inheritance or the gift exceeding EUR 100,000; and
any other transfer is, in principle, subject to an inheritance and gift tax applied at a rate of 8 per cent. on the entire value of the inheritance or the gift.

Registration Tax

The transfer of securities are subject to the registration tax as follows: (i) public deeds and notarised deeds are subject to fixed registration tax at rate of EUR 168; (ii) private deeds are subject to registration tax only in case of use or voluntary registration.

Implementation in Italy of the EU Savings Directive

Italy has implemented the EU Savings Directive through Legislative Decree No. 84 of 18 April 2005 (“Decree No. 84”). Under Decree No. 84, subject to a number of important conditions being met, in the case of interest paid to individuals which qualify as beneficial owners of the interest payment and are resident for tax purposes in another Member State, Italian qualified paying agents shall not apply the withholding tax and shall report to the Italian tax authorities details of the relevant payments and personal information on the individual beneficial owner. Such information is transmitted by the Italian Tax Authorities to the competent foreign tax authorities of the State of residence of the beneficial owner.

Italian taxation of Certificates

The following provisions are only relevant to Securities in respect of which the Final Terms specify that the applicable General Terms and Conditions are those of Certificates.

Pursuant to Article 67 of the TUIR and the Decree 1997 where the Italian resident Certificateholder is (i) an individual not engaged in an entrepreneurial activity to which the Certificates are connected, (ii) a non-commercial partnership, pursuant to article 5 of the TUIR, (iii) a non-commercial private or public institution, or (iv) an investor exempt from Italian corporate income taxation, capital gains accrued under the sale or the exercise of the Certificates are subject to a 12.5 per cent. substitute tax (imposta sostitutiva). The recipient may opt for three different taxation criteria:

Under the tax declaration regime (regime della dichiarazione), which is the default regime for taxation of capital gains realised by Italian resident individuals not engaged in an entrepreneurial activity to which the Certificates are connected, the imposta sostitutiva on capital gains will be chargeable, on a yearly cumulative basis, on all capital gains, net of any offsettable capital loss, realised by the Italian resident individual holding the Certificates not in connection with an entrepreneurial activity pursuant to all sales or redemptions of the Certificates carried out during any given tax year. Italian resident individuals holding the Certificates not in connection with an entrepreneurial activity must indicate the overall capital gains realised in any tax year, net of any relevant incurred capital loss, in the annual tax return and pay imposta sostitutiva on such gains together with any balance income tax due for such year. Capital losses in excess of capital gains may be carried forward against capital gains realised in any of the four succeeding tax years.
As an alternative to the tax declaration regime, Italian resident individuals holding the Certificates not in connection with an entrepreneurial activity may elect to pay the imposta sostitutiva separately on capital gains realised on each sale or redemption of the Certificates (the “risparmio amministrato” regime provided for by Article 6 of Decree 1997). Such separate taxation of capital gains is allowed subject to (i) the Certificates being deposited with Italian banks, SIMs or certain authorised financial intermediaries and (ii) an express valid election for the risparmio amministrato regime being punctually made in writing by the relevant Certificateholder. The depository is responsible for accounting for imposta sostitutiva in respect of capital gains realised on each sale or redemption of the Certificates (as well as in respect of capital gains realised upon the revocation of its mandate), net of any incurred capital loss, and is required to pay the relevant amount to the Italian tax authorities on behalf of the taxpayer, deducting a corresponding amount from the proceeds to be credited to the Certificateholder or using funds provided by the Certificateholder for this purpose. Under the risparmio amministrato regime, where a sale or redemption of the Certificates results in a capital loss, such loss may be deducted from capital gains subsequently realised, within the same securities management, in the same tax year or in the following tax years up to the fourth. Under the risparmio amministrato regime, the Certificateholder is not required to declare the capital gains in the annual tax return.
Any capital gains realised or accrued by Italian resident individuals holding the Certificates not in connection with an entrepreneurial activity who have entrusted the management of their financial assets, including the Certificates, to an authorised intermediary and have validly opted for the so-called “risparmio gestito” regime (regime provided for by Article 7 of the Decree 1997) will be included in the computation of the annual increase in value of the managed assets accrued, even if not realised, at year end, subject to a 12.5 per cent. substitute tax, to be paid by the managing authorised intermediary. Under this risparmio gestito regime, any depreciation of the managed assets accrued at year end may be carried forward against increase in value of the managed assets accrued in any of the four succeeding tax years. Under the risparmio gestito regime, the Certificateholder is not required to declare the capital gains realised in the annual tax return.

Where an Italian resident Certificateholder is a company or similar commercial entity, or the Italian permanent establishment of a foreign commercial entity to which the Certificates are effectively connected, capital gains arising from the Certificates will not be subject to imposta sostitutiva, but must be included in the relevant Certificateholder’s income tax return and are therefore subject to Italian corporate tax (and, in certain circumstances, depending on the “status” of the Certificateholder, also as a part of the net value of production for IRAP purposes).

Any capital gains realised by a Certificateholder which is an open-ended or closed-ended investment fund (subject to the tax regime provided for by Law No.77 of 23 March 1983) or a SICAV will be included in the result of the relevant portfolio accrued at the end of the tax period, to be subject to the 12.5 per cent. substitute tax (the “Collective Investment Fund Tax”). As of 1 July 2011, the Collective Investment Fund Tax will be repealed and substituted by a substitute tax of 12.5 per cent. levied on proceeds distributed by the Fund or the SICAV or proceeds received by certain categories of unitholders upon redemption or disposal of the units.

Any capital gains realised by a Certificateholder which is an Italian pension fund (subject to the regime provided for by article 17 of the Legislative Decree No. 252 of 5 December 2005) will be included in the result of the relevant portfolio accrued at the end of the tax period, to be subject to the 11 per cent. substitute tax.

Capital gains realised by non-Italian resident Certificateholders are not subject to Italian taxation provided that the Certificates (i) are transferred on regulated markets, or (ii) if not transferred on regulated markets, are held outside Italy.

The provisions of the applicable tax treaties against double taxation entered into by Italy apply if more favourable and all relevant conditions are met.

Atypical securities

In accordance with a different interpretation of current tax law, it is possible that Certificates would be considered as ‘atypical’ securities pursuant to Article 8 of Law Decree No. 512 of 30 September 1983 as implemented by Law No. 649 of 25 November 1983. In this event, payments relating to Certificates may be subject to an Italian withholding tax, levied at the rate of 27 per cent.

The 27 per cent. withholding tax mentioned above does not apply to payments made to a non-Italian resident holder of the Certificate and to an Italian resident holder of the Certificate which is (i) a company or similar commercial entity (including the Italian permanent establishment of foreign entities), (ii) a commercial partnership, or (iii) a commercial private or public institution.

Withholding is levied by the Italian intermediary appointed by the relevant Issuer, intervening in the collection of the relevant income or in the negotiation or repurchasing of the Certificates.

Inheritance and gift taxes

transfers in favour of spouses and direct descendants or direct ancestors are subject to an inheritance and gift tax applied at a rate of 4 per cent. on the value of the inheritance or the gift exceeding EUR 1,000,000;
transfers in favour of relatives to the fourth degree and relatives-in-law to the third degree, are subject to an inheritance and gift tax applied at a rate of 6 per cent. on the entire value of the inheritance or the gift. Transfers in favour of brothers/sisters are subject to the 6 per cent. inheritance and gift tax on the value of the inheritance or the gift exceeding EUR 100,000; and
any other transfer is, in principle, subject to an inheritance and gift tax applied at a rate of 8 per cent. on the entire value of the inheritance or the gift.

Transfer Tax

Article 37 of Law Decree No 248 of 31 December 2007 (Decree No. 248), converted into Law No. 31 of 28 February 2008, published on the Italian Official Gazette No. 51 of 29 February 2008, has abolished the Italian transfer tax, provided for by Royal Decree No. 3278 of 30 December 1923, as amended and supplemented by the Legislative Decree No. 435 of 21 November 1997.

Following the repeal of the Italian transfer tax, as from 31 December 2007 contracts relating to the transfer of securities are subject to the registration tax as follows: (i) public deeds and notarised deeds are subject to fixed registration tax at rate of EUR 168, and (ii) private deeds are subject to registration tax only in case of use or voluntary registration.

Implementation in Italy of the EU Savings Directive

Italy has implemented the EU Savings Directive through Legislative Decree No. 84 of 18 April 2005 (“Decree No. 84”). Under Decree No. 84, subject to a number of important conditions being met, in the case of interest paid to individuals which qualify as beneficial owners of the interest payment and are resident for tax purposes in another Member State, Italian qualified paying agents shall not apply the withholding tax and shall report to the Italian Tax Authorities details of the relevant payments and personal information on the individual beneficial owner. Such information is transmitted by the Italian Tax Authorities to the competent foreign tax authorities of the State of residence of the beneficial owner.

Netherlands

Scope

Regardless of whether or not a holder of Securities is, or is treated as being, a resident of the Netherlands, this summary does not address the Dutch tax consequences for such a holder:

(i) having a substantial interest (aanmerkelijk belang) in the Issuer (such a substantial interest is generally present if an equity stake of at least 5 per cent., or a right to acquire such a stake, is held, in each case by reference to the Issuer’s total issued share capital, or the issued capital of a certain class of shares);

(ii) who is a private individual and may be taxed in box 1 for the purposes of Dutch income tax (inkomstenbelasting) as an entrepreneur (ondernemer) having an enterprise (onderneming) to which the Securities are attributable, or who may otherwise be taxed in box 1 with respect to benefits derived from the Securities;

(iii) which is a corporate entity and a taxpayer for the purposes of Dutch corporate income tax (vennootschapsbelasting), having a participation (deelneming) in the Issuer (such a participation is generally present in the case of an interest of at least 5 per cent. of the Issuer’s nominal paid-in capital);

(iv) which is a corporate entity and an exempt investment institution (vrijgestelde beleggingsinstelling) or investment institution (beleggingsinstelling) for the purposes of Dutch corporate income tax, a pension fund, or otherwise not a taxpayer or exempt for tax purposes; or

(v) which is not considered the beneficial owner (uiteindelijk gerechtigde) of the Securities and/or the benefits derived from the Securities.

Income tax

Resident holders

A holder who is a private individual and a resident, or treated as being a resident of the Netherlands for the purposes of Dutch income tax, must record Securities as assets that are held in box 3. Taxable income with regard to the Securities is then determined on the basis of a deemed return on income from savings and investments (sparen en beleggen), rather than on the basis of income actually received or gains actually realised. This deemed return is fixed at a rate of 4 per cent. of the holder’s yield basis (rendementsgrondslag) at the beginning of the calendar year, insofar as the yield basis exceeds a certain threshold. Such yield basis is determined as the fair market value of certain qualifying assets held by the holder of the Securities, less the fair market value of certain qualifying liabilities at the beginning of the calendar year. The fair market value of the Securities will be included as an asset in the holder’s yield basis. The deemed return on income from savings and investments is taxed at a rate of 30 per cent.

Non-resident holders

A holder who is a private individual and neither a resident, nor treated as being a resident of the Netherlands for the purposes of Dutch income tax, will not be subject to such tax in respect of benefits derived from the Securities.

Corporate income tax

Resident holders or holders having a Dutch permanent establishment

A holder which is a corporate entity and for the purposes of Dutch corporate income tax a resident (or treated as being a resident) of the Netherlands, or a non-resident having (or treated as having) a permanent establishment in the Netherlands, is taxed in respect of benefits derived from the Securities at rates of up to 25 per cent.

Non-resident holders

A holder which is a corporate entity and for the purposes of Dutch corporate income tax neither a resident, nor treated as being a resident, of the Netherlands, having no permanent establishment in the Netherlands (and is not treated as having such a permanent establishment), will not be subject to such tax in respect of benefits derived from the Securities.

SELLING RESTRICTIONS

The selling restrictions relating to the Securities are those set out in the section entitled “Selling Restrictions” in the Principal Base Prospectus (pages 230 to 233 inclusive).

FORM OF FINAL TERMS

Final Terms dated [●]

[Credit Suisse International]/[Credit Suisse AG

acting through its [London]/[Nassau] Branch]

[Fixed Rate] [Floating Rate] [Fixed and Floating Rate] [Fixed Rate Step Up] [Floating/[Fixed] Rate Range Accrual] [Momentum Range Accrual] [Spread Range Accrual] [Leveraged Steepener] [Inverse Floating Rate] [Momentum Inverse Floating Rate] [Leveraged Cumulative Floating Rate] [Target Redemption] [Ratchet] [Switchable] [Zero Coupon Trigger Redeemable Spread Bonus] [Notes/Certificates] due [●] (the “Securities”)

Series [●]

issued pursuant to the Variable Interest Rate Securities Base Prospectus

as part of the Structured Products Programme

PART A – CONTRACTUAL TERMS

[Terms used herein shall be deemed to be defined as such for the purposes of the Base Prospectus dated 1 September 2011 [as supplemented on [●]] which [together] constitute[s] a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the “Prospectus Directive”). This document constitutes the Final Terms of the Securities described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus [as so supplemented]. Full information on the Issuer and the offer of the Securities is only available on the basis of the combination of these Final Terms and the Base Prospectus [as so supplemented]. Copies of the Base Prospectus [and each supplemental Prospectus] may be obtained from the registered office of the Issuer and the offices of the Distributors and Agents specified herein.

These Final Terms comprise the final terms for the issue [and public offer in [●]] [and admission to trading on [specify regulated market]] of the Securities.]

[Include the next four paragraphs (which do not form part of the Base Prospectus for the purposes of Article 5.4 of the Prospectus Directive) and delete the previous two paragraphs if the Final Terms are drafted for Securities that are not to be listed on an EEA regulated market and are not to be offered to the public in the EEA.]

[Terms used herein shall be deemed to be defined as such for the purposes of the Base Prospectus dated 1 September 2011 [as supplemented on [●]]. This document constitutes the Final Terms of the Securities described herein. Copies of the Base Prospectus [and each supplemental Prospectus] may be obtained from the registered office of the Issuer and the offices of the Agents specified herein.

These Final Terms comprise the final terms for the issuance of the Securities. The documents stated to be “Documents Incorporated By Reference” in the Base Prospectus shall not be so incorporated for the purposes of the issue of the Securities.

Paragraphs [1, 2, 3, 4 and 5] of Page 2 of the Base Prospectus shall be deleted in their entirety.

These Final Terms do not constitute final terms for the purposes of Article 5.4 of the Prospectus Directive (Directive 2003/71/EC) (the “Prospectus Directive”). The Issuer is not offering the Securities in any jurisdiction in circumstances which would require a prospectus pursuant to the Prospectus Directive. Nor is any person authorised to make such an offer of the Securities on behalf of the Issuer in any jurisdiction. In addition, no application has been made (nor is it proposed that any application will be made) for listing of the Securities on any stock exchange.]

The terms and conditions applicable to the Securities are (1) the General Terms and Conditions of [Notes/Certificates] set out in the Base Prospectus dated 1 July 2011 relating to the Issuer’s Structured Products Programme and (2) the Terms and Conditions set out in the Base Prospectus dated [1 September 2011/6 August 2010] [all Final Terms should refer to 1 September 2011 except if fungible with an issue off the old Base Prospectus dated 6 August 2010] relating to Variable Interest Rate Securities (which incorporates by reference the provisions referred to in (1) above), as completed by these Final Terms. References to such Base Prospectuses are to them as supplemented at the date of these Final Terms.

[For the avoidance of doubt the Terms and Conditions in the Base Prospectus dated 6 August 2010 are incorporated by reference into the Base Prospectus dated 1 September 2011 and investors should read the Final Terms in conjunction with the Base Prospectus dated 1 September 2011.][insert for fungible issues where the Terms and Conditions from the Base Prospectus dated 6 August 2010 are used]

[Include whichever of the following apply or specify as “Not Applicable” (N/A). Italics denote guidance for completing the Final Terms.]

[When completing final terms or adding any other final terms or information consideration should be given as to whether such terms or information constitute “significant new factors” and consequently trigger the need for a supplement to the Base Prospectus under Article 16 of the Prospectus Directive.]


		Issuer:												[Credit Suisse AG]/[Credit Suisse International]
		[Branch:] (Delete if CSi is Issuer)												[London/Nassau] Branch
		Series Number:												[●]
		Tranche Number:												[Not Applicable]/[●] (Should be “Not Applicable” unless fungible with an existing series) (If fungible with an existing series, give details of that series, including the date on which the Securities become fungible)
		Applicable General Terms and Conditions:												[Notes/Certificates] (N.B. In certain countries, Certificates should be documented using the “Notes” General Terms and Conditions) [General Condition 4 of the General Terms and Conditions of Notes shall also apply] (Include if the Certificate General Terms and Conditions apply and the Securities bear interest or premium)
		Specified Currency or Currencies:												[●]/[euro (“EUR”)]
		Aggregate Nominal Amount/Number of Securities:												[Up to] [●] (N.B. if “Up to” then an Article 8 notice is required for the final amount/number)
		(i) Series:												[1]/[●] (Should be “1” unless fungible)
		(ii) Tranche:												[Not Applicable]/[●] (Should be “Not Applicable” unless fungible)
		Issue Price:												[●] per cent. of the Aggregate Nominal Amount [plus accrued interest from [insert date] (in the case of fungible issues only, if applicable) [●] per Security
		Specified Denomination/Nominal Amount:												[●] (For Securities issued by CS, amount must not be less than EUR 1,000 or equivalent in other currencies)
		Issue Date/Payment Date:												[●]/[●] Currency Business Days after [●] (expected to be [●])
		Maturity Date/(Final) Redemption Date:												[●] Currency Business Days after the last day which is an Observation Date (expected to be [●]) (specify the number and type of days by reference to which the Maturity Date is fixed)
		Interest Basis:												[Fixed Rate]/[Floating Rate]/[Zero Coupon]
		Premium Basis:												[Applicable (further particulars below)]/[Not Applicable]
		Redemption/Payment Basis:												[Redemption at par]/[Instalment]
		Put/Call Options:												[[Put/Call] (further particulars specified below)]/[Not Applicable]
	PROVISIONS RELATING TO INTEREST AND PREMIUM
			Fixed Rate Provisions											[Applicable]/[Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph)
			1. Rate(s) of Interest:											[●] per cent. per annum
			1. Interest Commencement Date: (Specify if different from Issue Date)											[●]
			1. Interest Payment Date(s):											[[●] in each year from, and including, [●] to, and including, [●]]/[●] [NB: the General Conditions in the Principal Base Prospectus automatically adjusts all dates for payment purposes so adjustment wording should only be added here if dates will adjust for calculation purposes too]
			1. Fixed Interest Amount (s):											[[●] per Specified Denomination]/[[●] in Nominal Amount]
			1. Broken Amount:											[Not Applicable]/[●] [Insert particulars of any initial or final broken interest amounts which do not correspond with the Fixed Interest Amount(s) and the Interest Payment Date(s) to which they relate]
			1. Day Count Fraction:											[Actual/Actual]/[Actual/Actual – ISDA]/[Actual/365 (fixed)]/[Actual/360]/[30/360 (Unadjusted)]/[30/360]/ [360/360]/[Bond Basis]/ [30E/360][Eurobond Basis]/ [30E/360 (ISDA)]/[Actual/Actual – ICMA]
			1. Determination Date(s):											[Not Applicable] [[●] in each year] (insert regular interest period end dates, ignoring the maturity date in the case of a long or short last period. N.B. only relevant where Day Count Fraction is Actual/Actual – ICMA)
			1. Other terms relating to the method of calculating interest for Fixed Rate Securities:											[Not Applicable]/[give details]
			Floating Rate Provisions											[Applicable]/[Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph)
			1. Interest Commencement Date: (Specify if different from Issue Date)											[●]
			1. Interest Payment Dates:											[[●] in each year from, and including, [●] to, and including, [●]]/[●][, subject to adjustment in accordance with the Business Day Convention]
			1. Business Day Convention:											[Floating Rate Business Day Convention]/[Following Business Day Convention]/[Modified Following Business Day Convention]/[Preceding Business Day Convention]/[other (give details)]
			1. Business Centre(s):											[●]
			1. ISDA Determination:
			– Floating Rate Option:											[●]
			– Designated Maturity:											[●]
			– Reset Date:											[●]
			– ISDA Definitions: (if different from those set out in the Conditions)											[●]
			1. Margin(s):											[[+/-] [●] per cent. per annum]/[Not Applicable]
			1. Minimum Rate of Interest: [ISDA Determination – Floating Rate Option: – Designated Maturity: – Reset Date:] (Delete if Minimum Rate of Interest is a fixed rate or Not Applicable)											[[●] per cent. per annum]/[Not Applicable] [●] [●] [●]
			1. Maximum Rate of Interest: [ISDA Determination – Floating Rate Option: – Designated Maturity: – Reset Date:] (Delete if Maximum Rate of Interest is a fixed rate or Not Applicable)											[[●] per cent. per annum]/[Not Applicable] [●] [●] [●]
			1. Day Count Fraction:											[Actual/Actual]/[Actual/Actual – ISDA]/[Actual/365 (fixed)]/[Actual/360]/[30/360 (Unadjusted)]/[30/360]/ [360/360]/[Bond Basis]/[30E/360]/[Eurobond Basis]/ [30E/360 (ISDA)]/[Actual/Actual – ICMA]
			1. Determination Date(s):											[Not Applicable] [[●] in each year] (insert regular interest period end dates, ignoring the maturity date in the case of a long or short last period. N.B. only relevant where Day Count Fraction is Actual/Actual - ICMA)
			1. Rate Multiplier:											[●]/[Not Applicable]
			1. Fall back provisions, rounding provisions, denominator and any other terms relating to the method of calculating interest on Floating Rate Securities, if different from those set out in the Conditions:											[●]/[Not Applicable]
			1. Interest Determination Date:											[As per the Conditions] (The Conditions provide for 2 Business Days prior to the Interest Payment Date) [The day falling [●] Business Days prior to the Interest Payment Date for the relevant Interest Accrual Period]
			Variable Interest Rate Provisions											[Applicable]/[Not Applicable] (Complete the relevant sub-paragraph below relating to the product being issued in each case and delete the remaining sub-paragraphs of this paragraph)
	18.1		Fixed Rate Step-Up Securities
			1. Interest Commencement Date: (Specify if different from Issue Date)											[●]
			1. Interest Payment Date(s):											[[●] in each year from, and including, [●] to, and including, [●]]/[●] [NB: the General Conditions in the Principal Base Prospectus automatically adjusts all dates for payment purposes so adjustment wording should only be added here if dates will adjust for calculation purposes too]
			1. Interest Period End Dates:											[●]
			1. Day Count Fraction:											[Actual/Actual-ICMA]/[Actual/365]/[30/360]
			1. Determination Date(s):											[Not Applicable] [[●] in each year] (insert regular interest period end dates, ignoring the maturity date in the case of a long or short last period. N.B. only relevant where Day Count Fraction is Actual/Actual - ICMA)
			1. Rate of Interest:											As specified below, payable [annually/semi-annually/quarterly] in arrear
																		Interest Period End Dates							Rate of Interest
																		[●]							[●]
																		[●]							[●]
																		[●]							[●]
																		[●]							[●]
																		[●]							[●]
	18.2		Fixed Rate RAS
			Fixed Rate Interest Provisions											[Applicable]/[Not Applicable] (Insert ‘Fixed Rate Interest Provisions’ where there is a fixed rate for one or more Interest Accrual Periods. If not applicable delete remaining sub-paragraph)
			[First Fixed Rate Interest Basis Period]: (Delete this row is there is only one Fixed Rate of Interest):
			1. Rate of Interest:											[●] per cent. per annum payable [annually/semi-annually/quarterly] in arrear
			1. Interest Commencement Date: (Specify if different from the Issue Date)											[●]
			1. Interest Payment Date(s):											[[●] in each year from, and including, [●] to, and including, [●]]/[●] [NB: the General Conditions in the Principal Base Prospectus automatically adjusts all dates for payment purposes so adjustment wording should only be added here if dates will adjust for calculation purposes too]
			1. Interest Period End Dates:											[●]
			1. Day Count Fraction:											[Actual/Actual-ICMA]/[Actual/365]/[30/360]
			1. Determination Dates:											[Not Applicable] [[●] in each year] (insert regular interest period end dates, ignoring maturity date in the case of a long or short last period. N.B. only relevant where Day Count Fraction is Actual/Actual – ICMA)
			1. Final Fixed Interest Period End Date:											[●] (Insert the last Interest Payment Date in respect of which fixed rate interest will be paid)
			[Second Fixed Rate Interest Basis Period]:											(Delete this and the remaining sub-paragraphs if there is only one fixed rate of interest)
			1. Rate of Interest:											[●] per cent. per annum payable [annually/semi-annually/quarterly] in arrear
			1. Interest Payment Dates:											[[●] in each year from, and including, [●] to, and including, [●]]/[●]
			Floating Rate Interest Provisions											Applicable
			1. Rate:											[●]
			1. Reference Rate Currency:											[●]
			1. Reference Rate:											[USD LIBOR]/[EURIBOR]/[●]
			1. Screen Page:											[●]
			1. Relevant Rate Fixing Time:											[●]
			1. Designated Maturity:											[●] Months
			1. Rate Cut-off Date:											[Applicable]/[Not Applicable]
			1. Interest Payment Date(s):											[[●] in each year from, and including, [●] to, and including, [●]]/[●][, subject to adjustment in accordance with the Following Business Day Convention]
			1. Interest Period End Dates:											[●]
			1. Day Count Fraction:											[Actual/Actual-ICMA]/[Actual/365]/[30/360]
			1. Determination Dates:											[Not Applicable] [[●] in each year] (insert regular interest period end dates, ignoring maturity date in the case of a long or short last period. N.B. only relevant where Day Count Fraction is Actual/Actual – ICMA)
			1. Low Barrier & High Barrier:
						Interest Period Dates						Low Barrier (per cent. per annum)									High Barrier (per cent. per annum)
						[●]						[●]/[Not Applicable]									[●]/[Not Applicable]
						[●]						[●]/[Not Applicable]									[●]/[Not Applicable]
						[●]						[●]/[Not Applicable]									[●]/[Not Applicable]
						[●]						[●]/[Not Applicable]									[●]/[Not Applicable]
						[●]						[●]/[Not Applicable]									[●]/[Not Applicable]
						[●]						[●]/[Not Applicable]									[●]/[Not Applicable]
			1. Interest Determination Date:											[As per the Conditions] (The Conditions provide for 2 Business Days prior to the Interest Payment Date) [The day falling [●] Business Days prior to the Interest Payment Date for the relevant Interest Accrual Period]
			1. Maximum Rate:											[[●] per cent. per annum]/[Not Applicable]
			1. Minimum Rate:											[[●] per cent. per annum]/[Not Applicable]
	18.3		Floating Rate RAS
			Fixed Rate Interest Provisions											[Applicable]/[Not Applicable] (Insert ‘Fixed Rate Interest Provisions’ where there is a fixed rate for one or more Interest Accrual Periods. If not applicable, delete the remaining sub-paragraphs of this paragraph)
			[First Fixed Rate Interest Basis Period]: (Delete this row if there is only one Fixed Rate of Interest):
			1. Rate of Interest:											[●] per cent. per annum payable [annually/semi-annually/quarterly] in arrear
			1. Interest Commencement Date: (Specify if different from the Issue Date)											[●]
			1. Interest Payment Date(s):											[[●] in each year from, and including, [●] to, and including, [●]]/[●] [NB: the General Conditions in the Principal Base Prospectus automatically adjusts all dates for payment purposes so adjustment wording should only be added here if dates will adjust for calculation purposes too]
			1. Interest Period End Dates:											[●]
			1. Day Count Fraction:											[30/360]/[Actual/365]/[Actual/Actual-ICMA]
			1. Determination Dates:											[Not Applicable] [[●] in each year] (insert regular interest period end dates, ignoring maturity date in the case of a long or short last period. N.B. only relevant where Day Count Fraction is Actual/Actual – ICMA)
			1. Final Fixed Interest Period End Date:											[●] (Insert the last Interest Payment Date in respect of which fixed rate interest will be paid)
			[Second Fixed Rate Interest Basis Period]:											(Delete this and the remaining sub-paragraphs is there is only one fixed rate of interest)
			1. Rate of Interest:											[●] per cent. per annum payable [annually/semi-annually/quarterly] in arrear
			1. Interest Payment Dates:											[[●] in each year from, and including, [●] to, and including, [●]]/[●]
			Floating Rate Interest Provisions											Applicable
			1. Reference Rate:											[USD LIBOR]/[EURIBOR]/[●]
			1. Reference Rate Currency:											[●]
			1. Screen Page:											[●]
			1. Relevant Rate Fixing Time:											[●]
			1. Designated Maturity:											[●] Months
			1. Base Rate Reset Date:											[As per the General Conditions] (Select if Base Rate is determined in advance) [Interest Determination Date] (Select if Base Rate is determined in arrear) [●]
			1. Spread:											[●]
			1. Rate Cut-off Date:											[Applicable]/[Not Applicable]
			1. Interest Payment Date(s):											[[●] in each year from, and including, [●] to, and including, [●]]/[●][, subject to adjustment in accordance with the Following Business Day Convention]
			1. Interest Period End Dates:											[●]
			1. Day Count Fraction:											[30/360]/[Actual/Actual-ICMA]/[Actual/365]
			1. Determination Dates:											[Not Applicable] [[●] in each year] (insert regular interest period end dates, ignoring maturity date in the case of a long or short last period. N.B. only relevant where Day Count Fraction is Actual/Actual – ICMA)
			1. Low Barrier & High Barrier:
						Interest Period End Dates		Low Barrier (per cent. per annum)							High Barrier (per cent. per annum)								Spread (per cent. per annum)
						[●]		[●]/[Not Applicable]							[●]/[Not Applicable]								[●]
						[●]		[●]/[Not Applicable]							[●]/[Not Applicable]								[●]
						[●]		[●]/[Not Applicable]							[●]/[Not Applicable]								[●]
						[●]		[●]/[Not Applicable]							[●]/[Not Applicable]								[●]
						[●]		[●]/[Not Applicable]							[●]/[Not Applicable]								[●]
						[●]		[●]/[Not Applicable]							[●]/[Not Applicable]								[●]
			1. Interest Determination Date:											[As per the Conditions] (The Conditions provide for 2 Business days prior to the Interest Payment Date) [The day falling [●] Business Days prior to the Interest Payment Date for the relevant Interest Accrual Period]
			1. Maximum Rate:											[[●] per cent. per annum]/[Not Applicable]
			1. Minimum Rate:											[[●] per cent. per annum]/[Not Applicable]
	18.4		Momentum RAS
			Fixed Rate Interest Provisions											[Applicable]/[Not Applicable] (Insert ‘Fixed Rate Interest Provisions’ where there is a fixed rate for one or more Interest Accrual Periods. If not applicable delete remaining sub-paragraphs)
			[First Fixed Rate Interest Basis Period]: (Delete this row if there is only one Fixed Rate of Interest):
			1. Rate of Interest:											[●] per cent. per annum payable [annually/semi-annually/quarterly] in arrear
			1. Interest Commencement Date: (Specify if different from Issue Date)											[●]
			1. Interest Payment Date(s):											[[●] in each year from, and including, [●] to, and including, [●]]/[●][NB: the General Conditions in the Principal Base Prospectus automatically adjusts all dates for payment purposes so adjustment wording should only be added here if dates will adjust for calculation purposes too]
			1. Interest Period End Dates:											[●]
			1. Day Count Fraction:											[30/360]/[Actual/365]/[Actual/Actual-ICMA]
			1. Determination Dates:											[Not Applicable] [[●] in each year] (insert regular interest period end dates, ignoring maturity date in the case of a long or short last period. N.B. only relevant where Day Count Fraction is Actual/Actual – ICMA)
			1. Final Fixed Interest Period End Date:											[●] (Insert the last Interest Payment Date in respect of which fixed rate interest will be paid)
			[Second Fixed Rate Interest Basis Period]:											(Delete this and the remaining sub-paragraphs is there is only one Fixed Rate of interest)
			1. Rate of Interest:											[●] per cent. per annum payable [annually/semi-annually/quarterly] in arrear
			1. Interest Payment Dates:											[[●] in each year from, and including, [●] to, and including, [●]]/[●]
			Floating Rate Interest Provisions											Applicable
			1. Reference Rate:											[USD LIBOR]/[EURIBOR]/[●]
			1. Reference Rate Currency:											[●]
			1. Screen Page:											[●]
			1. Relevant Rate Fixing Time:											[●]
			1. Designated Maturity:											[●] Months
			1. Rate Cut-off Date:											[Applicable]/[Not Applicable]
			1. Interest Payment Date(s):											[[●] in each year from, and including, [●] to, and including, [●]]/[●][, subject to adjustment in accordance with the [Modified] Following Business Day Convention]
			1. Interest Period End Dates:											[●]
			1. Day Count Fraction:											[30/360]/[Actual/Actual-ISMA]/[Actual/365]
			1. Determination Dates:											[Not Applicable] [[●] in each year] (insert regular interest period end dates, ignoring maturity date in the case of a long or short last period. N.B. only relevant where Day Count Fraction is Actual/Actual – ICMA)
			1. Low Barrier & High Barrier:
						Interest Period End Dates						Low Barrier (per cent. per annum)									High Barrier (per cent. per annum)
						[●]						[●]/[Not Applicable]									[●]/[Not Applicable]
						[●]						[●]/[Not Applicable]									[●]/[Not Applicable]
						[●]						[●]/[Not Applicable]									[●]/[Not Applicable]
						[●]						[●]/[Not Applicable]									[●]/[Not Applicable]
						[●]						[●]/[Not Applicable]									[●]/[Not Applicable]
						[●]						[●]/[Not Applicable]									[●]/[Not Applicable]
			1. Interest Determination Date:											[As per the Conditions] (The Conditions provide for 2 Business Days prior to the Interest Payment Date) [The day falling [●] Business Days prior to the Interest Payment Date for the relevant Interest Accrual Period]
			1. Maximum Rate:											[[●] per cent. per annum]/[Not Applicable]
			1. Minimum Rate:											[[●] per cent. per annum]/[Not Applicable]
	18.5		Spread RAS
			Fixed Rate Interest Provisions											[Applicable]/[Not Applicable] (Insert ‘Fixed Rate Interest Provisions’ where there is a fixed rate for one or more Interest Accrual Periods. If not applicable delete the remaining sub-paragraphs)
			[First Fixed Rate Interest Basis Period]: (Delete this row if there is only one Fixed Rate of Interest):
			1. Rate of Interest:											[●] per cent. per annum payable [annually/semi-annually/quarterly] in arrear
			1. Interest Commencement Date: (Specify if different from Issue Date)											[●]
			1. Interest Payment Date(s):											[[●] in each year from, and including, [●] to, and including, [●]]/[●][NB: the General Conditions in the Principal Base Prospectus automatically adjusts all dates for payment purposes so adjustment wording should only be added here if dates will adjust for calculation purposes too]
			1. Interest Period End Dates:											[●]
			1. Day Count Fraction:											[30/360]/[Actual/365]/[Actual/Actual-ICMA]
			1. Determination Dates:											[Not Applicable] [[●] in each year] (insert regular interest period end dates, ignoring maturity date in the case of a long or short last period. N.B. only relevant where Day Count Fraction is Actual/Actual – ICMA)
			1. Final Fixed Interest Period End Date:											[●] (Insert the last Interest Payment Date in respect of which fixed rate interest will be paid)
			[Second Fixed Rate Interest Basis Period]:											(Delete this and the following sub-paragraphs if there is only one fixed rate of interest)
			1. Rate of Interest:											[●] per cent. per annum payable [annually/semi-annually/quarterly] in arrear
			1. Interest Payment Dates:											[[●] in each year from, and including, [●] to, and including, [●]]/[●]
			Floating Rate Interest Provisions											Applicable
			1. Rate of Interest:											[●]
			1. Reference Rate One Reference Rate Currency: Screen Page: Relevant Rate Fixing Time: Designated Maturity:											[USD CMS]/[●] [●] [●] [●] [30 years/10 years/[●]]
			1. Reference Rate Two: Reference Rate Currency: Screen Page: Relevant Rate Fixing Time: Designated Maturity:											[USD CMS]/[●] [●] [●] [●] [10 years/2 years/[●]]
			1. Rate Cut-off Date:											[Applicable]/[Not Applicable]
			1. Interest Payment Date(s):											[[●] in each year from, and including, [●] to, and including, [●]]/[●][, subject to adjustment in accordance with the [Modified] Following Business Day Convention]
			1. Interest Period End Dates:											[●]
			1. Day Count Fraction:											[30/360]/[Actual/Actual 360]/[Actual/365]
			1. Determination Dates:											[Not Applicable] [[●] in each year] (insert regular interest period end dates, ignoring maturity date in the case of a long or short last period. N.B. only relevant where Day Count Fraction is Actual/Actual – ICMA)
			1. Low Barrier & High Barrier:
						Interest Period End Dates				Low Barrier (per cent. per annum)									High Barrier (per cent. per annum)
						[●]				[●]/[Not Applicable]									[●]/[Not Applicable]
						[●]				[●]/[Not Applicable]									[●]/[Not Applicable]
						[●]				[●]/[Not Applicable]									[●]/[Not Applicable]
						[●]				[●]/[Not Applicable]									[●]/[Not Applicable]
						[●]				[●]/[Not Applicable]									[●]/[Not Applicable]
						[●]				[●]/[Not Applicable]									[●]/[Not Applicable]
			1. Interest Determination Date:											[As per the Conditions] (The Conditions provide for 2 Business Days prior to the Interest Payment Date) [The day falling [●] Business Days prior to the Interest Payment Date for the relevant Interest Accrual Period.]
			1. Maximum Rate:											[[●] per cent. per annum]/[Not Applicable]
			1. Minimum Rate:											[[●] per cent. per annum]/[Not Applicable]
	18.6		Leveraged Steepener Securities
			Fixed Rate Interest Provisions											[Applicable]/[Not Applicable] (Insert ‘Fixed Rate Interest Provisions’ where there is a fixed rate for one or more Interest Accrual Periods. If not applicable delete the remaining sub-paragraphs)
			[First Fixed Rate Interest Basis Period]: (Delete this row if there is only one Fixed Rate of Interest):
			1. Rate of Interest:											[●] per cent. per annum payable [annually/semi-annually/quarterly] in arrear
			1. Interest Commencement Date: (Specify if different from Issue Date)											[●]
			1. Interest Payment Date(s):											[[●] in each year from, and including, [●] to, and including, [●]]/[●][NB: the General Conditions in the Principal Base Prospectus automatically adjusts all dates for payment purposes so adjustment wording should only be added here if dates will adjust for calculation purposes too]
			1. Interest Period End Dates:											[●]
			1. Day Count Fraction:											[30/360]/[Actual/365]/[Actual/Actual-ICMA]
			1. Determination Dates:											[Not Applicable] [[●] in each year] (insert regular interest period end dates, ignoring maturity date in the case of a long or short last period. N.B. only relevant where Day Count Fraction is Actual/Actual – ICMA)
			1. Final Fixed Interest Period End Date:											[●] (Insert the last Interest Payment Date in respect of which fixed rate interest will be paid)
			[Second Fixed Rate Interest Basis Period]:											(Delete this and the following sub-paragraphs if there is only one fixed rate of interest)
			1. Rate of Interest:											[●] per cent. per annum payable [annually/semi-annually/quarterly] in arrear
			1. Interest Payment Dates:											[[●] in each year from, and including, [●] to, and including, [●]]/[●]
			Floating Rate Interest Provisions											Applicable
			1. Reference Rate One Reference Rate Currency: Screen Page: Relevant Rate Fixing Time: Designated Maturity: Financial centres for the purpose of Rate Fixing Business Day:											[USD CMS]/[●] [●] [●] [●] [30 years/10 years/[●]] [●]
			1. Reference Rate Two: Reference Rat Currency: Screen Page: Relevant Rate Fixing Time: Designated Maturity: Financial centres for the purpose of Rate Fixing Business Day:											[USD CMS]/[●] [●] [●] [●] [10 years/2 years/[●]] [●]
			1. Rate (Rate of Interest or factor):											[●] per cent. per annum]/[]
			1. Rate Cut-off Date:											[Applicable]/[Not Applicable]
			1. Interest Payment Date(s):											[[●] in each year from, and including, [●] to, and including, [●]]/[●][, subject to adjustment in accordance with the [Modified] Following Business Day Convention]
			1. Interest Period End Dates:											[●]
			1. Day Count Fraction:											[30/360]/[Actual/Actual 360]/[Actual/365]
			1. Determination Dates:											[Not Applicable] [[●] in each year] (insert regular interest period end dates, ignoring maturity date in the case of a long or short last period. N.B. only relevant where Day Count Fraction is Actual/Actual – ICMA)
			1. Interest Determination Date:											[As per the Conditions] (The Conditions provide for 2 Business Days prior to the Interest Payment Date) [The day falling [●] Business Days prior to the Interest Payment Date for the relevant Interest Accrual Period.]
			1. Maximum Rate:											[[●] per cent. per annum]/[Not Applicable]
			1. Minimum Rate:											[[●] per cent. per annum]/[Not Applicable]
			1. Lock-in Level:											[[●] per cent. per annum]/[Not Applicable]
			1. Lock-in Rate:											[[●] per cent. per annum]/[Not Applicable]
	18.7		Inverse Floating Rate Securities
			Fixed Rate Interest Provisions											[Applicable]/[Not Applicable] (Insert ‘Fixed Rate Interest Provisions’ where there is a fixed rate for one or more Interest Accrual Periods. If not applicable delete the remaining sub-paragraphs)
			[First Fixed Rate Interest Basis Period]: (Delete this row if there is only one Fixed Rate of Interest):
			1. Rate of Interest:											[●] per cent. per annum payable [annually/semi-annually/quarterly] in arrear
			1. Interest Commencement Date: (Specify if different from Issue Date)											[●]
			1. Interest Payment Date(s):											[[●] in each year from, and including, [●] to, and including, [●]]/[●][NB: the General Conditions in the Principal Base Prospectus automatically adjusts all dates for payment purposes so adjustment wording should only be added here if dates will adjust for calculation purposes too]
			1. Interest Period End Dates:											[●]
			1. Day Count Fraction:											[30/360]/[Actual/365]/[Actual/Actual-ICMA]
			1. Determination Dates:											[Not Applicable] [[●] in each year] (insert regular interest period end dates, ignoring maturity date in the case of a long or short last period. N.B. only relevant where Day Count Fraction is Actual/Actual – ICMA)
			1. Final Fixed Interest Period End Date:											[●] (Insert the last Interest Payment Date in respect of which fixed rate interest will be paid)
			[Second Fixed Interest Basis Period]:											(Delete this line and the remaining sub-paragraphs if there is only one Fixed Rate of Interest)
			1. Rate of Interest:											[●] per cent. per annum payable [annually/semi-annually/quarterly] in arrear
			1. Interest Payment Dates:											[[●] in each year from, and including, [●] to, and including, [●]]/[●]
			Floating Rate Interest Provisions											Applicable
			1. Reference Rate:											[USD LIBOR]/[EURIBOR]/[●]
			1. Reference Rate Currency:											[●]
			1. Screen Page:											[●]
			1. Relevant Rate Fixing Time:											[●]
			1. Designated Maturity:											[●] Months
			1. Reference Rate Reset Date:											[in advance/in arrears]/[●]
			1. Financial Centres for the purpose of Rate Fixing Business Day:											[●]
			1. Rate Cut-off Date:											[Applicable]/[Not Applicable]
			1. Interest Payment Date(s):											[[●] in each year from, and including, [●] to, and including, [●]]/[●][, subject to adjustment in accordance with the [Modified] Following Business Day Convention]
			1. Interest Period End Dates:											[●]
			1. Day Count Fraction:											[Actual/Actual-ICMA][Actual/365][30/360]
			1. Determination Dates:											[Not Applicable] [[●] in each year] (insert regular interest period end dates, ignoring maturity date in the case of a long or short last period. N.B. only relevant where Day Count Fraction is Actual/Actual – ICMA)
			1. Fixed Interest Rate and Scale:
						Interest Period End Dates							Fixed Interest Rate (per cent. per annum)									Scale
						[●]							[●]									[●]
						[●]							[●]									[●]
						[●]							[●]									[●]
						[●]							[●]									[●]
						[●]							[●]									[●]
			1. Interest Determination Date:											[As per the General Conditions] (The General Conditions provide for 2 Business Days prior to the Interest Payment Date) [[●] Business Days prior to the Interest Payment Date for the relevant Interest Accrual Period]
			1. Maximum Rate:											[[●] per cent. per annum]/[Not Applicable]
			1. Minimum Rate:											[[●] per cent. per annum]/[Not Applicable]
	18.8		Momentum Inverse Floating Rate Securities
			Fixed Rate Interest Provisions											[Applicable]/[Not Applicable] (Insert ‘Fixed Rate Interest Provisions’ where there is a fixed rate for one or more Interest Accrual Periods. If not applicable delete remaining sub-paragraphs)
			[First Fixed Rate Interest Basis Period]: (Delete this row if there is only one Fixed Rate of Interest):
			1. Rate of Interest:											[●] per cent. per annum payable [annually/semi-annually/quarterly] in arrear
			1. [Interest Commencement Date: (Specify if different from Issue Date)											[●]
			1. Interest Payment Date(s):											[[●] in each year from, and including, [●] to, and including, [●]]/[●][NB: the General Conditions in the Principal Base Prospectus automatically adjusts all dates for payment purposes so adjustment wording should only be added here if dates will adjust for calculation purposes too]
			1. Interest Period End Dates:											[●]
			1. Day Count Fraction:											[30/360]/[Actual/365]/[Actual/Actual-ICMA]
			1. Determination Dates:											[Not Applicable] [[●] in each year] (insert regular interest period end dates, ignoring maturity date in the case of a long or short last period. N.B. only relevant where Day Count Fraction is Actual/Actual – ICMA)
			1. Final Fixed Interest Period End Date:											[●] (Insert the last Interest Payment Date in respect of which fixed rate interest will be paid)
			[Second Fixed Interest Basis Period]:											(Delete this paragraph and the following sub-paragraphs is there is only one Fixed rate of Interest)
			1. Rate of Interest:											[●] per cent. per annum payable [annually/semi-annually/ quarterly] in arrear
			1. Interest Payment Dates:											[[●] in each year from, and including, [●] to, and including, [●]]/[●]
			Floating Rate Interest Provisions											Applicable
			1. Reference Rate:											[USD LIBOR]/[EURIBOR]/[●]
			1. Reference Rate Currency:											[●]
			1. Screen Page:											[●]
			1. Relevant Rate Fixing Time:											[●]
			1. Designated Maturity:											[●] Months
			1. Reference Rate Reset Date:											[in advance/in arrears]/[●]
			1. Financial centres for the purpose of Rate Fixing Business Day:											[●]
			1. Rate Cut-off Date:											[Applicable]/[Not Applicable]
			1. Interest Payment Date(s):											[[●] in each year from, and including, [●] to, and including, [●]]/[●][, subject to adjustment in accordance with the [Modified] Following Business Day Convention] (This date will be earlier than the Maturity Date if the rate if fixed at ‘Previous Rate’ for the remaining interest accrual periods)
			1. Interest Period End Dates:											[●]
			1. Day Count Fraction:											[Actual/Actual-ICMA]/[Actual/365]/[30/360]
			1. Determination Dates:											[Not Applicable] [[●] in each year] (insert regular interest period end dates, ignoring maturity date in the case of a long or short last period. N.B. only relevant where Day Count Fraction is Actual/Actual – ICMA)
			1. Maximum Rate:											[[●] per cent. per annum]/[As per the table in sub-paragraph (xv) below]/[Not Applicable]
			1. Minimum Rate:											[zero]/[[●] per cent. per annum]/[As per the table in sub-paragraph (xv) below] [Not Applicable]
			1. Fixed Rate, Levprevious, Levrefrate:
				Interest Period End Dates			Fixed Rate (per cent. per annum)				Levprevious						Levrefrate			[Maximum Rate]						[Minimum Rate]
				[●]			[●]				[●]						[●]			[●]						[●]
				[●]			[●]				[●]						[●]			[●]						[●]
				[●]			[●]				[●]						[●]			[●]						[●]
				[●]			[●]				[●]						[●]			[●]						[●]
				[●]			[●]				[●]						[●]			[●]						[●]
				[●]			[●]				[●]						[●]			[●]						[●]
				[●]			[●]				[●]						[●]			[●]						[●]
				[●]			[●]				[●]						[●]			[●]						[●]
				[●]			[●]				[●]						[●]			[●]						[●]
			1. Interest Determination Date:											[As per the General Conditions] (The General Conditions provide for 2 Business days prior to the Interest Payment Date) [[●] Business Days prior to the Interest Payment Date for the relevant Interest Accrual Period]
			Previous Rate Fixing Provisions											[Applicable]/[Not Applicable] (If not applicable delete remaining sub-paragraphs)
			Interest Payment Dates: (Insert each Interest Payment Date on which the ‘Previous Rate’ is payable)											[[●] in each year from, and including [●] to, and including [●]]/[●][, subject to adjustment in accordance with the [Modified] Following Business Day Convention] (Insert date of first range accrual interest payment)
			Previous Rate Fixing Period:											The Interest Accrual Period ending in [●] (Insert Month and Year of the end of the Interest Accrual Period which will fix the ‘Previous Rate’)
	18.9		Leveraged Cumulative Floating Rate Securities
			Fixed Rate Interest Provisions											[Applicable]/[Not Applicable] (Insert ‘Fixed Rate Interest Provisions’ where there is a fixed rate for one or more Interest Accrual Periods. If not applicable delete remaining sub-paragraphs)
			[First Fixed Rate Interest Basis Period]: (Delete this row if there is only one Fixed Rate of Interest):
			1. Rate of Interest:											[●] per cent. per annum payable [annually/semi-annually/quarterly] in arrear
			1. Interest Commencement Date: (Specify if different from Issue Date)											[●]
			1. Interest Payment Date(s):											[[●] in each year from, and including [●] to, and including [●]]/[●] [NB: the General Conditions in the Principal Base Prospectus automatically adjusts all dates for payment purposes so adjustment wording should only be added here if dates will adjust for calculation purposes too]
			1. Interest Period End Dates:											[●]
			1. Day Count Fraction:											[30/360]/[Actual/365]/[Actual/Actual-ICMA]
			1. Determination Dates:											[Not Applicable] [[●] in each year] (insert regular interest period end dates, ignoring maturity date in the case of a long or short last period. N.B. only relevant where Day Count Fraction is Actual/Actual – ICMA)
			1. Final Fixed Interest Period End Date:											[●] (Insert the last Interest Payment Date in respect of which fixed rate interest will be paid)
			[Second Fixed Interest Basis Period]:											(Delete this paragraph and the following sub-paragraphs is there is only one Fixed rate of Interest)
			1. Rate of Interest:											[●] per cent. per annum payable [annually/semi-annually/ quarterly] in arrear
			1. Interest Payment Dates:											[[●] in each year from, and including [●] to, and including [●]]/[●]
			Floating Rate Interest Provisions											Applicable: [Bull Securities]/[Bear Securities]
			1. Reference Rate:											[USD LIBOR]/[EURIBOR]/[●]
			1. Reference Rate Currency:											[●]
			1. Screen Page:											[●]
			1. Relevant Rate Fixing Time:											[●]
			1. Designated Maturity:											[●] Months
			1. Reference Rate Reset Date:											[in advance/in arrears]/[●]
			1. Financial centres for the purpose of Rate Fixing Business Day:											[●]
			1. Rate Cut-off Date:											[Applicable]/[Not Applicable]
			1. Interest Payment Date(s):											[[●] in each year from, and including [●] to, and including [●]]/[●][, subject to adjustment in accordance with the [Modified] Following Business Day Convention] (This date will be earlier than the Maturity Date if the rate if fixed at ‘Previous Rate’ for the remaining interest accrual periods)
			1. Interest Period End Dates:											[●]
			1. Day Count Fraction:											[Actual/Actual-ICMA]/[Actual/365]/[30/360]
			1. Determination Dates:											[Not Applicable] [[●] in each year] (insert regular interest period end dates, ignoring maturity date in the case of a long or short last period. N.B. only relevant where Day Count Fraction is Actual/Actual – ICMA)
			1. Maximum Rate:											[[●] per cent. per annum]/[As per the table in sub-paragraph (xvii) below]/[Not Applicable]
			1. Minimum Rate:											[zero]/[[●] per cent. per annum]/[As per the table in sub-paragraph (xvii) below]/[Not Applicable]
			1. Fixed Rate, Levprevious, Levrefrate:
				Interest Period End Dates			Fixed Rate (per cent. per annum)				Levprevious						Levrefrate			[Maximum Rate]						[Minimum Rate]
				[●]			[●]				[●]						[●]			[●]						[●]
				[●]			[●]				[●]						[●]			[●]						[●]
				[●]			[●]				[●]						[●]			[●]						[●]
				[●]			[●]				[●]						[●]			[●]						[●]
				[●]			[●]				[●]						[●]			[●]						[●]
				[●]			[●]				[●]						[●]			[●]						[●]
				[●]			[●]				[●]						[●]			[●]						[●]
				[●]			[●]				[●]						[●]			[●]						[●]
				[●]			[●]				[●]						[●]			[●]						[●]
			1. Interest Determination Date:											[As per the General Conditions] (The General Conditions provide for 2 Business days prior to the Interest Payment Date) [[●] Business Days prior to the Interest Payment Date for the relevant Interest Accrual Period]
			Previous Rate Fixing Provisions											[Applicable]/[Not Applicable] (If not applicable delete remaining sub-paragraphs)
			Interest Payment Dates: (Insert each Interest Payment Date on which the ‘Previous Rate’ is payable)											[[●] in each year from, and including [●] to, and including [●]]/[●][, subject to adjustment in accordance with the [Modified] Following Business Day Convention]
			Previous Rate Fixing Period:											The Interest Accrual Period ending in [●] (Insert Month and Year of the end of the Interest Accrual Period which will fix the ‘Previous Rate’)
	18.10		Target Redemption Securities
			Fixed Rate Interest Provisions											[Applicable]/[Not Applicable] (Insert ‘Fixed Rate Interest Provisions’ where there is a fixed rate for one or more Interest Accrual Period. If not applicable delete remaining sub-paragraphs)
			First Fixed Rate Interest Basis Period: (Delete this row if there is only one Fixed Rate of Interest):
			1. Rate of Interest:											[●] (Insert the Interest Payment Dates on which the first fixed rate of interest will be paid (or if there is only one fixed rate, the Interest Payment Dates for such rate)) per cent. per annum payable [annually/semi-annually/quarterly] in arrear
			1. Interest Commencement Date: (Specify if different from Issue Date)											[●]
			1. Interest Payment Date(s):											[[●] in each year from, and including [●] to, and including [●]]/[●] [NB: the General Conditions in the Principal Base Prospectus automatically adjusts all dates for payment purposes so adjustment wording should only be added here if dates will adjust for calculation purposes too]
			1. Interest Period End Dates:											[●]
			1. Day Count Fraction:											[30/360]/[Actual/365]/[Actual/Actual-ICMA]
			1. Determination Dates:											[Not Applicable] [[●] in each year] (insert regular interest period end dates, ignoring maturity date in the case of a long or short last period. N.B. only relevant where Day Count Fraction is Actual/Actual - ICMA)
			1. Final Fixed Interest Period End Date:											[●] (Insert the last Interest Payment Date in respect of which fixed rate interest will be paid)
			[Second Fixed Rate Interest Basis Period]:											(Delete this paragraph and the remaining sub-paragraphs is there is only one Fixed Rate of interest)
			1. Rate of Interest:											[●] per cent. per annum payable [annually/semi-annually/ quarterly] in arrear
			1. Interest Payment Dates:											[[●] in each year from, and including [●] to, and including [●]]/[●]
			Floating Rate Interest Provisions
			1. Reference Rate:											[USD LIBOR]/[EURIBOR]/[●]
			1. Reference Rate Currency:											[●]
			1. Screen Page:											[●]
			1. Relevant Rate Fixing Time:											[●]
			1. Designated Maturity:											[●] Months
			1. Financial centres for the purpose of Rate Fixing Business Day:											[●]
			1. Rate Cut-off Date:											[Applicable]/[Not Applicable]
			1. Reference Rate Reset Date:											[in advance/in arrears]/[●]
			1. Interest Payment Date(s):											[[●] in each year from, and including [●] to, and including [●]]/[●][, subject to adjustment in accordance with the [Modified] Following Business Day Convention]
			1. Interest Period End Dates:											[●]
			1. Day Count Fraction):											[Actual/Actual-ICMA]/[Actual/365]
			1. Determination Dates:											[Not Applicable] [[●] in each year] (insert regular interest period end dates, ignoring maturity date in the case of a long or short last period. N.B. only relevant where Day Count Fraction is Actual/Actual – ICMA)
			1. Target Interest Cap:											[●] per cent.
			1. Target Interest Floor:											[●] per cent.
			1. Fixed Interest Rate and Scale:
						Interest Period End Dates							Fixed Interest Rate (per cent. per annum)									Scale
						[●]							[●]									[●]
						[●]							[●]									[●]
						[●]							[●]									[●]
						[●]							[●]									[●]
						[●]							[●]									[●]
						[●]							[●]									[●]
			1. Interest Determination Date:											[As per the General Conditions] (The General Conditions provide for 2 Business Days prior to the Interest Payment Date) [[●] Business Days prior to the Interest Payment Date for the relevant Interest Accrual Period]
			1. Maximum Rate:											[[●] per cent. per annum]/[Not Applicable]
			1. Minimum Rate:											[[●] per cent. per annum]/[Not Applicable]
	18.11		Ratchet Securities
			1. Reference Rate:											[USD LIBOR]/[EURIBOR]/[●]
			1. Reference Rate Currency:											[●]
			1. Screen Page:											[●]
			1. Relevant Rate Fixing Time:											[●]
			1. Designated Maturity:											[●] Months
			1. Interest Payment Date(s):											[[●] in each year from, and including [●] to, and including [●]]/[●][, subject to adjustment in accordance with the [Modified] Following Business Day Convention]
			1. Interest Period End Dates:											[●]
			1. Day Count Fraction:											[Actual/Actual-ICMA]/[Actual/365]
			1. Determination Dates:											[Not Applicable] [[●] in each year] (insert regular interest period end dates, ignoring maturity date in the case of a long or short last period. N.B. only relevant where Day Count Fraction is Actual/Actual - ICMA)
			1. Interest Determination Date:											[As per the General Conditions] (The General Conditions provide for 2 Business Days prior to the Interest Payment Date) [[●] Business Days prior to the Interest Payment Date for the relevant Interest Accrual Period]
			1. Spread 1:											[●]
			1. Spread 2:											[●]
			1. Previous Rate:											“Previous Rate” in respect of the first Interest Accrual Period shall be deemed to be [zero]/[●].
			1. Maximum Rate:											[[●] per cent. per annum]/[Not Applicable]
			1. Minimum Rate:											[[●] per cent. per annum]/[Not Applicable]
	18.12		Switchable Securities
			1. Initial Rate of Interest:											[Fixed Rate]/[Floating Rate]
			1. Subsequent Rate of Interest:											[Fixed Rate]/[Floating Rate]
			1. Switch Date(s):											[●]
			1. Issuer Switch Option:											[Applicable]/[Not Applicable]
			1. Securityholders Switch Option: (NB in order for the Securityholders Switch Option to be exercised, all Securityholders of a Series of Securities must exercise the option)											[Applicable]/[Not Applicable]
			Fixed Rate Interest Provisions
			1. Rate of Interest:											[●] per cent. per annum payable [annually/semi-annually/quarterly] in arrear
			1. Interest Commencement Date:											[●]
			1. Interest Payment Date(s):											[Subject to exercise of the [Issuer Switch Option][Securityholders Switch Option],] [[●] in each year from, and including [●] to, and including [●]]/[●] [NB: the General Conditions in the Principal Base Prospectus automatically adjusts all dates for payment purposes so adjustment wording should only be added here if dates will adjust for calculation purposes too]
			1. Interest Period End Dates:											[●]
			1. Day Count Fraction:											[30/360]/[Actual/365]/[Actual/Actual-ICMA]
			1. Determination Dates:											[Not Applicable] [[●] in each year] (insert regular interest period end dates, ignoring maturity date in the case of a long or short last period. N.B. only relevant where Day Count Fraction is Actual/Actual – ICMA)
			Floating Rate Interest Provisions
			1. Reference Rate:											[USD LIBOR]/[EURIBOR]/[●]
			1. Reference Rate Currency:											[●]
			1. Screen Page:											[●]
			1. Relevant Rate Fixing Time:											[●]
			1. Designated Maturity:											[●] Months
			1. Interest Payment Date(s):											[Subject to exercise of the [Issuer Switch Option]/[Securityholders Switch Option],] [[●] in each year from, and including [●] to, and including [●]]/[●][, subject to adjustment in accordance with the [Modified] Following Business Day Convention]
			1. Interest Period End Dates:											[●]
			1. Day Count Fraction:											[Actual/Actual-ICMA]/[Actual/365]
			1. Determination Dates:											[Not Applicable] [[●] in each year] (insert regular interest period end dates, ignoring maturity date in the case of a long or short last period. N.B. only relevant where Day Count Fraction is Actual/Actual - ICMA)
			1. Interest Determination Date:											[As per the General Conditions] (The General Conditions provide for 2 Business Days prior to the Interest Payment Date) [[●] Business Days prior to the Interest Payment Date for the relevant Interest Accrual Period]
			1. Maximum Rate:											[[●] per cent. per annum]/[Not Applicable]
			1. Minimum Rate:											[[●] per cent. per annum]/[Not Applicable]
	18.13		Zero Coupon Trigger Redemption Spread Bonus Securities
			Fixed Rate Interest Provisions											Not Applicable
			Floating Rate Interest Provisions											Not Applicable
			Spread Rate Provisions
			1. Reference Rate One – Reference Rate Currency: – Screen Page: – Relevant Rate Fixing Time: – Designated Maturity: – Financial centres for the purpose of Rate Fixing Business Day:											[USD CMS]/[●] [●] [●] [●] [30 years/10 years/[●]] [●]
			1. Reference Rate Two – Reference Rate Currency: – Screen Page: – Relevant Rate Fixing Time: – Designated Maturity: – Financial centres for the purpose of Rate Fixing Business Day:											[USD CMS]/[●] [●] [●] [●] [10 years/2 years/[●]] [●]
			Trigger Redemption
			“i”						Redemption Datei							Trigger Redemption Thresholdi								Trigger Redemption Amounti
			1						[●]							[●]								[●]
			2						[●]							[●]								[●]
			3						[●]							[●]								[●]
			4						[●]							[●]								[●]
			5						[●]							[●]								[●]
			*(NB: Add other rows following above format if required)*
					Additional provisions relating to interest determination:									[Margin: [+/-] [●] per cent. per annum] [Rate Multiplier: [●]] [Not Applicable]
					Zero Coupon Security Provisions									[Applicable]/[Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph)
					1. Amortisation:									[●] per cent. per annum
					1. Day Count Fraction									[●]
					1. Any other formula/basis of determining amount payable:									[●]
					Premium Provisions									[Applicable]/[Not Applicable] (if not applicable, delete the remaining sub-paragraphs of this paragraph)
					1. Rate(s) of Premium:									[●] per cent. per annum
					1. Day Count Fraction:									[Actual/Actual]/[Actual/Actual – ISDA]/[Actual/365 (fixed)]/[Actual/360]/[30/360 [(Unadjusted)]/[30/360]/ [360/360]/[Bond Basis]/[30E/360]/[Eurobond Basis]/[30E/360 (ISDA)]/[Actual/Actual – ICMA]
					1. Determination Date(s):									[Not Applicable] [[●] in each year] (insert regular premium period end dates, ignoring the maturity date in the case of a long or short last period. N.B. only relevant where Day Count Fraction is Actual/Actual - ICMA)
					1. Premium Commencement Date: (Specify if different from Issue Date)									[●]
					1. Premium Amount(s):									[[●] per [Specified Denomination] [[●] of the Nominal Amount]
					1. Premium Payment Date(s):									[[●] in each year]/[Each Interest Payment Date]/[●]
					Business Day:									[Currency Business Day]/[●]
PROVISIONS RELATING TO REDEMPTION
					Redemption Amount:									[100 per cent. of the Nominal Amount per Security (which shall be equal to the Specified Denomination)]/[final Instalment Amount]
					Put Option:									[Applicable]/[Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph)
					1. Optional Redemption Date(s):									[●]
					1. Optional Redemption Amount(s) and method, if any, of calculation of such amount(s):									[[●] per cent. of the Nominal Amount] [together with any interest/premium accrued to the date fixed for redemption]
					1. Description of any other Securityholder’s option:									[●]/[Not Applicable]
					1. Notice period (if other than as set out in the Conditions):									[As per the Conditions]/[Not less than [●] Business Days] (Complete if Notice is other than the 15 Business Day provided in the Principal Base Prospectus)
					Call Option:									[Applicable]/[Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph)
					1. Optional Redemption Date(s):									Any Interest Payment Date from and including the interest Payment Date falling in [●]/[Not Applicable]
					1. Optional Redemption Amount(s) and method, if any, of calculation of such amount(s):									100 per cent.
					1. If redeemable in part:									[●]
					1. Minimum nominal amount to be redeemed:									[●]
					1. Maximum nominal amount to be redeemed:									[●]
					1. Description of any other Issuer’s option:									[●]/[Not Applicable]
					1. Notice period (if other than as set out in the Conditions):									[As per the Conditions]/[Not less than [●] Business Days] (Complete if Notice is other than the 15 Business Day provided in the Principal Base Prospectus)
					Details relating to Instalment Securities:									[Not Applicable/give details]
					(i) Instalment Amount(s):									[●] [Note: Target Redemption Securities and Zero Coupon Securities cannot be issued as Instalment Securities without additional amendments to the Terms and Conditions]
					(ii) Instalment Date(s):									[●] [Note: Instalment Dates must fall on an Interest Period End Date]
					(iii) Minimum Instalment Amount(s):									[●]
					(iv) Maximum Instalment Amount(s):									[●]
					Settlement Currency: (currency in which payment will be made)									[The Specified Currency]/[●]
GENERAL PROVISIONS
		1. Form of Securities: (Not Applicable if Certificates General Terms and Conditions apply)												[Not Applicable] (If not applicable, delete the remaining sub-paragraphs of this paragraph)
		1. Form:												[Bearer Securities]/[Registered Securities]/ [Uncertificated]
		1. Global Security:												[Permanent Global Security]/[Not Applicable]
		Financial Centre(s):												[Not Applicable]/[Give details] (Note that this item relates to the place of payment, and not interest period end dates)
		Minimum Transferable Number of Securities: (Applicable for Notes)												[●]/[Not Applicable]
		Transferable Number of Securities: (Applicable for Certificates)												[●]/[Not Applicable]
		Listing and Admission to Trading:
		1. Stock Exchange(s) to which application will initially be made to list the Securities: (Application may subsequently be made to other stock exchange(s))												[London Stock Exchange] (CS only) [Irish Stock Exchange] [Luxembourg Stock Exchange] [NASDAQ OMX Nordic] [NASDAQ OMX Stockholm] [Oslo Børs] [Euronext Amsterdam] [The Issuer will apply for listing the Securities on the official list of Borsa Italiana S.p.A and admission to trading on the [electronic “Securitised Derivatives Market” (SeDeX)]/[Electronic Bond Market (MOT)] organised and managed by Borsa Italiana S.p.A.] [NB: restrictions apply to Securities listed on Borsa Italiana, speak to CS Legal or Middle Office] [●]/[None]
		1. Admission to trading:												[Application has been made for the Securities to be admitted to trading on the Regulated Market of the [●] with effect from on or around [the Issue Date]/[●] provided, however, no assurance can be given that the Securities will be admitted to trading or listed on the Regulated Market of the [●] on or around [the Issue Date]/[●] or any specific date thereafter.] [Not Applicable]
		Entities (other than stock exchanges) to which application for listing and/or approval of the Securities will be made:												[●]/[Not Applicable]
		Security Codes and Ticker Symbols:
		ISIN Code:												[●]/[Not Applicable]
		Common Code:												[●]/[Not Applicable]
		Swiss Security Number:												[●]/[Not Applicable]
		Telekurs Ticker:												[●]/[Not Applicable]
		WKN Number:												[●]/[Not Applicable]
		Clearing and Trading:
		Clearing System(s) and any relevant identification number(s):												[Euroclear Bank S.A./N.V. and Clearstream Banking, S.A., Luxembourg] [Clearstream Banking AG, Frankfurt] [The Securities may also be cleared through the bridge account of Monte Titoli S.p.A.] [Other]
		Delivery of Securities:												Delivery [against]/[free of] payment [See further the section entitled "Details of the method and time limits for paying up and delivering the Securities" set out in Part B, item [7] below.][insert if required]
		Minimum Trading Lot:												[●]/[Not Applicable]
		Agents:
		Calculation Agent:												Credit Suisse International One Cabot Square London E14 4QJ
		Fiscal Agent[/Principal Certificate Agent]:												The Bank of New York Mellon, acting through its London Branch One Canada Square London E14 5AL
		Paying Agents:												The Bank of New York Mellon, acting through its London Branch One Canada Square London E14 5AL
														[ING Wholesale Banking / Securities Services Location Code BV 05.01 Van Heenvlietlaan 220 1083 CN Amsterdam The Netherlands] (include where the securities are to be listed on Euronext, Amsterdam)
														[The Bank of New York Mellon (Luxembourg) S.A. Vertigo Building – Polaris 2-4 rue Engene Ruppert L-2453 Luxembourg] (Include where the Securities are to be listed on Luxembourg)
		Additional Agents:												[Applicable]/[Not Applicable] (if not applicable, delete the remaining sub-paragraphs of this paragraph)
		Transfer Agent: (Registered Securities only)												[Not Applicable] [The Bank of New York Mellon, acting through its London Branch One Canada Square London E14 5AL]
														[The Bank of New York Mellon (Luxembourg) S.A. Vertigo Building – Polaris 2-4 rue Engene Ruppert L-2453 Luxembourg]
		Registrar: (Registered Securities only)												[Not Applicable] [The Bank of New York Mellon (Luxembourg) S.A. Vertigo Building – Polaris 2-4 rue Engene Ruppert L-2453 Luxembourg]
														(Delete or add additional Agents as appropriate)
		Dealer(s):												[Credit Suisse International]/[Credit Suisse Securities (Europe) Limited]/[●] [For the avoidance of doubt, the Dealer will not act as a Distributor, as defined in Part B, item [12], and will not place any Securities to the public.][insert if required]
		Additional steps that may only be taken following approval by Extraordinary Resolution: (Delete if Certificate General Terms and Conditions apply)												[Not Applicable]/[give details]
		Specified newspaper for the purposes of notices to Securityholders:												[Not Applicable]/[●]
		Additional Provisions:												[Not Applicable]/[The “Additional Provisions for [Notes/Certificates] listed on Borsa Italiana S.p.A.”, as set out in the Base Prospectus dated 1 July 2011 relating to the Issuer’s Structured Products Programme shall apply.] [Renouncement Cut-Off Date: the first Currency Business Day after [●]. For the purpose of Borsa Italiana S.p.A, the expiry date (“data di scadenza”) will be [●]. (Certificates only)] [TEFRA does not apply as Securities cannot be issued in Definitive Bearer form]

PART B – OTHER INFORMATION

Terms and Conditions of the Offer


	Offer Price:	[The Offer Price will be equal to the Issue Price]/ [[●] per cent. of the Nominal Amount]/[[●] per Security]. [To be determined on the basis of the prevailing market conditions on or around [●] subject to a maximum of [[●] per cent. of the Nominal Amount]/[[●] per Security].] [Up to [●] per cent. of the Offer Price is represented by a commission payable to the [relevant] Distributor. See item [11] below for information on applicable fees.] [Not Applicable]
	Total amount of the offer. If the amount is not fixed, description of the arrangements and time for announcing to the public the definitive amount of the offer:	[Up to] [●] [To be determined on the basis of the demand for the Securities and prevailing market conditions and published in accordance with Article 8 of the Prospectus Directive.] [It is anticipated that the final amount of Securities to be issued on the Issue Date will be notified to investors by appropriate means (and also through a notice published on the [relevant] Distributor’s website, if available) on or around the Issue Date. The final amount of Securities will depend on the outcome of the offer.] [Not Applicable]
	Conditions (in addition to those specified in the Base Prospectus) to which the offer is subject:	[The offer of the Securities is conditional on their issue.] [Right to cancel: The offer may be cancelled if the Aggregate Nominal Amount or aggregate number of Securities purchased is less than [●], or if the Issuer or the [relevant] Distributor assesses, at its absolute discretion, that any applicable laws, court rulings, decisions by governmental or other authorities or other similar factors render it illegal, impossible or impractical, in whole or part, to complete the offer or that there has been a material adverse change in the market conditions. In the case of cancellation, unless otherwise specified by the [relevant] Distributor, the [relevant] Distributor will repay the purchase price and any commission paid by any purchaser without interest.] [The Issuer reserves the right to withdraw the offer and/or to cancel the issue of the Securities for any reason at any time on or prior to the Issue Date.] [For the avoidance of doubt, if any application has been made by a potential investor and the Issuer exercises such a right, each such potential investor will not be entitled to subscribe or otherwise purchase any Securities. The [relevant] Distributor will repay the Offer Price and any commission paid by any investor without interest.] [The offer will be subject to the above provisions. In case of withdrawal or cancellation, the [relevant] Distributor will inform the investors that have already applied for the Securities by appropriate means (and also through a notice published on its website, if available) and repay the Offer Price and any commission paid by any investor without interest.] [●]
	The time period during which the offer will be open:	From, and including, [●] to, and including, [●]. The Offer Period may be discontinued at any time. [Notice of the early closure of the Offer Period will be made to investors by appropriate means (and also through a notice published on the [relevant] Distributor’s website, if available). (See further the section entitled "Details of the minimum and/or maximum amount of application" set out in item [6] below).]
	Description of the application process:	[Prospective investors may apply to the [relevant] Distributor to subscribe for Securities in accordance with the arrangements existing between the [relevant] Distributor and its customers relating to the subscription of securities generally.] [Investors will be notified by the [relevant] Distributor of the amount allotted.] [Prospective investors will not be required to enter into any contractual arrangements directly with the Issuer in relation to the subscription for the Securities.] [Not Applicable] [●]
	Details of the minimum and/or maximum amount of application:	[There is no minimum amount of application.] [All of the Securities requested through the [relevant] Distributor during the Offer Period will be assigned up to the maximum amount of the offer.] [Allotment of Securities will be managed and coordinated by the [relevant] Distributor subject to the arrangements existing between the [relevant] Distributor and its customers relating to the subscription of securities generally. There are no pre-identified allotment criteria. All of the Securities requested through the [relevant] Distributor during the Offer Period will be assigned up to the maximum amount of the offer.] * 1. [In the event that requests exceed the total amount of the offer, the [relevant] Distributor will close the Offer Period early, pursuant to item [4] above.] [The [maximum]/[minimum] number of Securities each individual investor may subscribe for is [●].] [Not Applicable]
	Details of the method and time limits for paying up and delivering the Securities:	[Payments for the Securities shall be made to the [relevant] Distributor on [●]/[such date as the [relevant] Distributor may specify] as instructed by the [relevant] Distributor.] [Payments for the Securities shall be made to the [relevant] Distributor in accordance with the arrangements existing between the [relevant] Distributor and its customers relating to the subscription of securities generally, as instructed by the [relevant] Distributor.] [The Securities are expected to be delivered to the purchasers’ respective [book entry securities] accounts on or around [●]/[the date as notified by the [relevant] Distributor].] [The Securities will be issued on the Issue Date against payment to the Issuer by the [relevant] Distributor of the aggregate subscription moneys. Each investor will be notified by the [relevant] Distributor of the settlement arrangements in respect of the Securities at the time of such investor’s application.] [Not Applicable]
	Manner in and date on which results of the offer are to be made public:	[The results of the offer will be published on the [relevant] Distributor's website following the closing of the Offer Period on or around the Issue Date [or, if such website is not available, the results of the offer will be available upon request from the [relevant] Distributor].] [Not Applicable] [●]
	Categories of potential investors to which the Securities are offered and whether tranche(s) have been reserved for certain countries:	[Not Applicable] [●]
	Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made:	[Applicants will be notified by the [relevant] Distributor of the success of their application.] [Dealings in the Securities may begin before such notification is made/No dealings in the Securities may take place prior to the Issue Date.] [Not Applicable] [●]
	Amount of any expenses and taxes specifically charged to the subscriber or purchaser:	[The Distributor[s] will charge purchasers a commission of [●]/[up to [●] per cent. of the Specified Denomination] per Security.] [The Issuer will pay a fee to the Distributor[s] in connection with the Offer of [●]/[up to [●] per cent. of the Specified Denomination] per Security.] [The Securities [will be]/[have been] sold at a discount.] [The Issuer is not aware of any expenses or taxes specifically charged to the subscriber and not disclosed herein.] [Taxes charged in connection with the subscription, transfer, purchase or holding of Securities must be paid by the relevant investor and the Issuer will not have any obligation in relation thereto. Investors should consult their professional tax advisers to determine the tax regime applicable to their particular situation.] [Not Applicable] [●]
	Name(s) and address(es), to the extent known to the Issuer, of the placers (“Distributors”) in the various countries where the offer takes place.	[●] [The Issuer reserves the right to appoint other distributors during the Offer Period. Any such appointment will be communicated to investors by means of a notice published on the Issuer’s website.] [None]
	Market-Maker:	[●]/[Not Applicable]
	Market-making agreement with the Issuer:	[Yes]/[No]

Liability for the offer

Any offers made by [the]/[a] Distributor will be made in its own name and not as an agent of the Issuer or the Dealer and only the [relevant] Distributor will be liable for the relevant offer. Neither the Issuer nor the Dealer accepts any liability for the offer or sale by the [relevant] Distributor of Securities.

[Risk Factors

Investors should read the risk factors set out in the Variable Interest Rate Securities Base Prospectus dated 1 September 2011 before making a decision to subscribe for the Securities.] [Italian trades only]

[Selling Restrictions

The selling restrictions applicable to the Securities are set out in the Base Prospectus dated 1 July 2011 relating to the Issuer’s Structured Products Programme.] [Italian trades only]

[Notice for investors in Finland

Complaints relating to the offer may be submitted to the Securities Complaints Board.]

[Notice for investors in The Netherlands

The Issuer does not have authorisation from the Dutch Central Bank for the pursuit of the business of a bank in The Netherlands and the Issuer does not have a licence pursuant to section 2:11(1) of the Financial Supervision Act.]

[Scenario Analysis

[Include if desired]]

[Retrospective Simulation

[Include if desired]

[Source of information: [●]]

The values used for the simulations are historic and past performance is not a reliable indicator of future performance. The simulations are only examples and should not be considered as implying that the same levels of return could be obtained.

The figures used for the simulations are denominated in [specify currency]. Where investors are resident in a country other than the country or countries of such currency, the return for such investors in the currency of their country of residence may be increased or decreased as a result of currency fluctuations.]

[Interests of Natural and Legal Persons involved in the Issue

[Save for any fees payable to the Dealers, so far as the Issuer is aware, no person involved in the issue of the Securities has an interest material to the offer.-Amend as appropriate if there are other interests]]

[Explanation of effect on value of investment and associated risks

[Include a clear and comprehensive explanation of how the value of the investments is affected by the underlying and the circumstances when the risks are most evident]

[(N.B. The above applies if the Securities are derivative securities to which Annex XII of the Prospectus Directive Regulation applies with a denomination of less than EUR 50,000.

When completing this paragraph consideration should be given as to whether such matters described constitute “significant new factors” and consequently trigger the need for a supplement to the Base Prospectus under Article 16 of the Prospectus Directive.)]]

[Rating

The Securities have been rated [●] by [●].

[The rating is by a registered rating agency established in the EU]/[The rating is by an unregistered rating agency established outside the EU]/[The rating agency is established in the EU and is applying to be registered but has not yet been registered]/[The rating is by a third country rating agency that is endorsed by an EU registered agency]/[The rating is by a third country rating agency that has not applied to be registered but is certified in accordance with such Regulation.]]

Responsibility

The Issuer accepts responsibility for the information contained in these Final Terms. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in these Final Terms is in accordance with the facts and does not omit anything likely to affect the import of such information. [[●] has been extracted from [●]. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to as certain from information published by [●], no facts have been omitted which would render the reproduced information inaccurate or misleading.]

Signed on behalf of the Issuer:

By: ________________________

Duly authorised

By: ________________________

Duly authorised

[Additional Selling Restrictions] [delete if not applicable]

[Add if applicable]

[Additional Taxation Provisions] [delete if not applicable]

[Add if applicable]

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CREDIT SUISSE AG Capital/Financing Update 2011

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CREDIT SUISSE AG — Capital/Financing Update 2011

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CREDIT SUISSE AG Capital/Financing Update 2011