Obbligazione Rabobank 4.389% ( US21688AAM45 ) in USD

Emittente Rabobank
Prezzo di mercato 100 USD  ▼ 
Paese  Paesi Bassi
Codice isin  US21688AAM45 ( in USD )
Tasso d'interesse 4.389% per anno ( pagato 4 volte l'anno)
Scadenza 09/01/2023 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Rabobank US21688AAM45 in USD 4.389%, scaduta


Importo minimo 250 000 USD
Importo totale 400 000 000 USD
Cusip 21688AAM4
Standard & Poor's ( S&P ) rating A+ ( Upper medium grade - Investment-grade )
Moody's rating Aa2 ( High grade - Investment-grade )
Descrizione dettagliata Rabobank è una banca cooperativa olandese con una forte presenza nel settore agroalimentare e finanziario a livello globale.

The Obbligazione issued by Rabobank ( Netherlands ) , in USD, with the ISIN code US21688AAM45, pays a coupon of 4.389% per year.
The coupons are paid 4 times per year and the Obbligazione maturity is 09/01/2023

The Obbligazione issued by Rabobank ( Netherlands ) , in USD, with the ISIN code US21688AAM45, was rated Aa2 ( High grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by Rabobank ( Netherlands ) , in USD, with the ISIN code US21688AAM45, was rated A+ ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







TERMS SUPPLEMENT NO. 2 DATED JANUARY 3, 2018
(to Product Supplement No. 1 dated May 12, 2017 and the Offering Circular dated May 12, 2017, including the
related Information Statement dated May 12, 2017, as supplemented by the First Supplemental Information
Statement dated January 3, 2018)




Coöperatieve Rabobank U.A., New York Branch
(a cooperative (coöperatie) formed under the laws of the Netherlands
with its statutory seat in Amsterdam, the Netherlands)

U.S.$400,000,000 Floating Rate Notes due January 10, 2023

The notes will be senior unsecured obligations of Coöperatieve Rabobank U.A., New York Branch. Any payment on the notes
is subject to the credit risk of Rabobank. The notes are not bank deposits and are not insured or guaranteed by the
Federal Deposit Insurance Corporation, the Bank Insurance Fund or any other U.S. or Dutch governmental or deposit
insurance agency or entity. Investing in the notes involves a number of risks. See "Supplemental Risk Considerations"
in this Terms Supplement, "Risk Factors" in the accompanying Product Supplement No. 1 dated May 12, 2017 and
"Certain Investment Considerations" in the accompanying Offering Circular dated May 12, 2017.
Issuer:
Coöperatieve Rabobank U.A., New York Branch
Maturity Date:
January 10, 2023
Aggregate Principal
U.S.$400,000,000
Amount:
Expected Ratings*:
Aa2/A+ (Moody's/S&P)
Legal Format:
Exempt from SEC registration pursuant to Section 3(a)(2) of the Securities Act
Documentation:
This Terms Supplement supplements, qualifies, forms part of, and is subject to Product Supplement No.
1 dated May 12, 2017 and the Medium Term Note Program Offering Circular dated May 12, 2017, as
supplemented by the First Supplemental Information Statement dated January 3, 2018 (including
information incorporated by reference herein and therein).
Pricing Date:
January 3, 2018
Original Issue Date:
January 10, 2018
Interest Rate:
3 month US$ LIBOR + 48 basis points
Interest Rate Basis:
3 month US$ LIBOR (LIBOR Reuters). LIBOR is being modified, see "Supplemental Description of
the Notes--Interest".
Index Maturity:
3 months
Spread:
Plus 48 basis points
Original Issue Price:
100.000% of the Aggregate Principal Amount
Interest Payment
Quarterly in arrears on the 10th calendar day of each January, April, July and October, subject to the
Dates:
Business Day Convention, commencing on April 10, 2018, up to and including the Maturity Date.
Interest Period:
Each period during which interest accrues. The first Interest Period will begin on, and include, the
Original Issue Date and end on, but exclude, the first Interest Payment Date. Each subsequent Interest
Period will begin on, and include, the Interest Payment Date for the preceding Interest Period and end
on, but exclude, the next following Interest Payment Date. The final Interest Period will end on, but
exclude, the Maturity Date.
Interest Reset Dates:
Quarterly, on the 10th calendar day of each January, April, July and October, subject to the Business
Day Convention
Regular Record
The 15th calendar day prior to the relevant Interest Payment Date or Maturity Date, as applicable,
Dates:
regardless of whether such day is a Business Day
Additional Issuances:
We may, at any time and from time to time, without your consent, "re-open" this series of notes and
issue additional notes having the same terms and conditions as the notes offered hereby (other than the

1



issue date, the date that interest begins to accrue, issue price and, in some cases, the first interest
payment date). Any election to re-open this series of notes will be based upon market conditions at
that time. Additional notes issued, if any, will be consolidated to form a single series and be fungible
with and will have the same CUSIP number as the respective notes offered hereby.
Business Day
Modified Following Business Day. If any Interest Payment Date or Interest Reset Date would fall on a
Convention:
day that is not a Business Day, such Interest Payment Date or Interest Reset Date, as applicable, will
be postponed to the next following Business Day, unless such Business Day would thereby fall into
the next calendar month, in which case such Interest Payment Date or Interest Reset Date, as
applicable, will be the immediately preceding Business Day.
Day Count
Actual/360, Adjusted
Convention:
Interest
Second London Business Day preceding an Interest Reset Date
Determination Date:
Business Day:
Any day which is a day (other than a Saturday or Sunday or other day on which banks in New York or
London are required or permitted to close) on which commercial banks and foreign exchange markets
settle payments and are open for general business (including dealing in foreign exchange and foreign
currency deposits) in New York and London
London Business
A day on which dealings in deposits in U.S. dollars are transacted in the London interbank market
Day:
Optional
Not Applicable
Redemption:
Minimum
U.S. $250,000 and integral multiples of U.S. $1,000 in excess thereof
Denominations:
Governing Law:
New York
Agreement with
By its acquisition of the notes, each holder of notes acknowledges, agrees to be bound by, and
Respect to the
consents to the exercise of, any Bail-in Power (as defined below) by the Resolution Authority (as
Exercise of Bail-in
defined below).
Power and Resolution

Stay:

No Listing:
The notes will not be listed on any securities exchange or interdealer quotation system.
CUSIP:
21688A AM4
ISIN:
US21688AAM45
Calculation Agent:
Coöperatieve Rabobank U.A.
Agents:
Barclays Capital Inc., Goldman Sachs & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Morgan Stanley & Co. LLC and Rabo Securities USA, Inc.

* A credit rating is not a recommendation to buy, sell or hold the notes, and may be subject to revision or
withdrawal at any time by the assigning rating agency.

THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. THE NOTES ARE BEING
OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION CONTAINED IN SECTION 3(a)(2) OF THE
SECURITIES ACT.

THE NOTES CONSTITUTE UNCONDITIONAL LIABILITIES OF THE ISSUER. THE NOTES ARE NOT BANK
DEPOSITS AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE BANK INSURANCE FUND OR ANY UNITED STATES OR DUTCH GOVERNMENTAL
OR DEPOSIT INSURANCE AGENCY OR ENTITY.

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET:

SOLELY FOR THE PURPOSES OF EACH MANUFACTURER'S PRODUCT APPROVAL PROCESS, THE
TARGET MARKET ASSESSMENT IN RESPECT OF THE NOTES HAS LED TO THE CONCLUSION THAT: (I)
THE TARGET MARKET FOR THE NOTES IS ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS
ONLY, EACH AS DEFINED IN DIRECTIVE 2014/65/EU (AS AMENDED, "MIFID II"); AND (II) ALL CHANNELS
FOR DISTRIBUTION OF THE NOTES TO ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS
ARE APPROPRIATE. ANY PERSON SUBSEQUENTLY OFFERING, SELLING OR RECOMMENDING THE
NOTES (A "DISTRIBUTOR") SHOULD TAKE INTO CONSIDERATION THE MANUFACTURERS' TARGET
MARKET ASSESSMENT; HOWEVER, A DISTRIBUTOR SUBJECT TO MIFID II IS RESPONSIBLE FOR
UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE NOTES (BY EITHER

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ADOPTING OR REFINING THE MANUFACTURERS' TARGET MARKET ASSESSMENT) AND DETERMINING
APPROPRIATE DISTRIBUTION CHANNELS.

PRIIPS REGULATION / PROSPECTUS DIRECTIVE / PROHIBITION OF SALES TO EEA RETAIL INVESTORS:

THE NOTES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND
SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN
THE EUROPEAN ECONOMIC AREA ("EEA"). FOR THESE PURPOSES, A RETAIL INVESTOR MEANS A
PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1)
OF MIFID II; OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE 2002/92/EC (AS AMENDED, THE
INSURANCE MEDIATION DIRECTIVE), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A
PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II; OR (III) NOT A
QUALIFIED INVESTOR AS DEFINED IN DIRECTIVE 2003/71/EC (AS AMENDED, THE "PROSPECTUS
DIRECTIVE"). CONSEQUENTLY NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU)
NO 1286/2014 (AS AMENDED, THE "PRIIPS REGULATION") FOR OFFERING OR SELLING THE NOTES OR
OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED
AND THEREFORE OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO
ANY RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.

NOTICE TO TEXAS RESIDENTS ONLY:

WE ARE NOT MAKING AN OFFERING OF THE NOTES IN TEXAS, EXCEPT AS SPECIFIED BELOW. WE DO
NOT INTEND TO MAKE ANY SALES OF THE NOTES IN TEXAS AND EACH AGENT HAS AGREED THAT IT
WILL NOT DISTRIBUTE THIS TERMS SUPPLEMENT OR ADVERTISE, OFFER OR SELL ANY NOTES,
DIRECTLY OR INDIRECTLY, IN TEXAS OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF TEXAS
(WHICH TERM AS USED HEREIN MEANS ANY PERSON RESIDENT IN TEXAS, INCLUDING ANY
CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF, OR RESIDING IN, TEXAS), OR TO
OTHERS FOR RE-OFFERING OR RESALE, DIRECTLY OR INDIRECTLY, IN TEXAS OR TO A RESIDENT OF
TEXAS, EXCEPT TO INDIVIDUAL ACCREDITED INVESTORS AS DEFINED UNDER §139.16 OF THE TEXAS
SECURITIES ACT, OTHER ACCREDITED INVESTORS, AS DEFINED IN RULE 501(A)(1)-(4), (7) AND (8)
UNDER THE SECURITIES ACT OR TO QUALIFIED INSTITUTIONAL BUYERS, AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT, PURSUANT TO §§581-5(H), 109.3, 109.4 OR 139.16 OF, AND OTHERWISE IN
COMPLIANCE WITH, THE TEXAS SECURITIES ACT AND ANY OTHER APPLICABLE LAWS,
REGULATIONS AND GUIDELINES OF TEXAS.

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FORWARD-LOOKING STATEMENTS
This Terms Supplement and information in the Incorporated Documents (as defined below) include forward-looking
statements. All statements other than statements of historical facts included in this Terms Supplement and in the Incorporated
Documents, including, without limitation, those regarding the Issuer's financial position, business strategy, plans and objectives
of management for future operations, are forward-looking statements. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Rabobank
and its subsidiaries and affiliates ("Rabobank Group"), or industry results, to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are
based on numerous assumptions regarding the Issuer's present and future business strategies and the environment in which
Rabobank Group will operate in the future. Among the important factors that could cause Rabobank Group's actual results,
performance or achievements to differ materially from those in the forward-looking statements include, among others, the
competitive nature of the banking business in the Netherlands; credit and other risks of lending; failure to achieve the
improvement program set forth in the new strategic direction of Rabobank Group; volatility in Dutch and international equity
markets; government regulation and tax matters; the outcome of legal or regulatory disputes and proceedings; and changes in
Dutch economic conditions, political events, interest rates, exchange rates and inflation. Words such as "achieve", "aim,"
"anticipate," "aspire," "believe," "continue," "could," "envision," "estimate," "expect," "expectation," "intend," "improve,"
"may," "plan," "potential," "project," "pursue," "see," "seek," "should," "will," and similar words identify these forward-looking
statements, which speak only as of the date of this Terms Supplement. The Issuer expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change
in the Issuer's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement
is based.

4



This Terms Supplement, Product Supplement No. 1 dated May 12, 2017 (the "Product Supplement") and the
Offering Circular dated May 12, 2017, including the related Information Statement dated May 12, 2017, as
supplemented by the First Supplemental Information Statement dated January 3, 2018 (together, the "Offering
Circular") are submitted on a confidential basis to prospective investors for informational use solely in connection
with the consideration of the purchase of the notes. Their use for any other purpose is not authorized. They may not be
copied or reproduced in whole or in part nor may they be distributed or any of their contents be disclosed to anyone
other than the prospective investors to whom they are submitted.
The contents of this Terms Supplement are not to be construed as legal, business or tax advice. The notes described in
this Terms Supplement, the Product Supplement and the Offering Circular are not appropriate for all investors, and involve
important legal and tax consequences and investment risks, which should be discussed with your professional advisors. You
should be aware that the laws of certain jurisdictions (including laws that require brokers to ensure that investments are
suitable for their customers) may limit the availability of the notes in those jurisdictions.
Except as set forth in this Terms Supplement, no person is authorized to give any information or make a representation
regarding the notes and, if given or made, such information or representation must not be relied on. The Issuer is offering to
sell, and is seeking offers to buy, the notes only in jurisdictions where offers and sales are permitted. This Terms Supplement,
the Product Supplement and the Offering Circular do not constitute an offer to sell, or a solicitation of an offer to buy, any
notes by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation. Neither
the delivery of this Terms Supplement nor any sale made hereunder implies that there has been no change in the affairs of the
Issuer or its affiliates or that the information in this Terms Supplement is correct as of any date after the date hereof.
You must (i) comply with all applicable laws and regulations in force in any jurisdiction in connection with the
possession or distribution of this Terms Supplement, the Product Supplement and the related Offering Circular and the
purchase, offer or sale of the notes and (ii) obtain any consent, approval or permission required to be obtained by you for the
purchase, offer or sale by you of the notes under the laws and regulations applicable to you in force in any jurisdiction to
which you are subject or in which you make such purchases, offers or sales; neither the Issuer nor any of its affiliates shall
have any responsibility therefor.
An investment in the notes is subject to a number of risks. Prospective purchasers should consider carefully all of the
information set forth in this Terms Supplement, in the Offering Circular and in the Product Supplement accompanying this
Terms Supplement and, in particular, the risks described in the Offering Circular and the Product Supplement.
DOCUMENTS INCORPORATED BY REFERENCE
We incorporate by reference into this Terms Supplement any documents published by Rabobank Group that specifically
state they are being incorporated by reference into this Terms Supplement or the related Offering Circular, in each case until we
complete our offering of the notes to be issued under this Terms Supplement (the "Incorporated Documents"), save that any
statement contained herein or in any Incorporated Document shall be deemed to be modified or superseded for the purpose of this
Terms Supplement to the extent that a statement contained in any subsequent document which is deemed to be incorporated by
reference herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise).

In making your investment decision, you should rely only on the information contained or incorporated by reference in
this Terms Supplement, the Product Supplement and the Offering Circular, copies of which you have previously received or
are delivered herewith. Additional copies of this Terms Supplement, the Product Supplement and the Offering Circular are
available from the Issuer, at no cost to you, and you should read each of these documents carefully prior to investing in the
notes. In the event of any inconsistency or conflict between the terms set forth in this Terms Supplement and the
accompanying Product Supplement and Offering Circular, the terms contained in this Terms Supplement prevail. The Issuer
has not authorized anyone to give you any additional or different information.
SUPPLEMENTAL RISK CONSIDERATIONS
The following supplemental risk considerations update and supersede the risks described in the Offering Circular and
the Product Supplement. Prospective purchasers should read the risks contained herein in conjunction with the risks
described in the Offering Circular and the Product Supplement.

Increased regulatory oversight, uncertainty relating to the LIBOR calculation process and potential phasing out
of LIBOR after 2021 may adversely affect the value of the notes
Regulators and governmental authorities in various jurisdictions have been conducting investigations relating to the
calculation of LIBOR across a range of maturities and currencies. A number of British Bankers' Association member banks
have entered into settlements with their regulators and law enforcement agencies with respect to alleged manipulation of
LIBOR. Since April 2013, the U.K. Financial Conduct Authority ("FCA") has regulated LIBOR. On July 27, 2017, the Chief
Executive of the FCA announced that the FCA will no longer persuade or compel banks to submit rates for the calculation of

5



LIBOR (which includes the 3-month US $ LIBOR rate) after 2021. Such announcement indicates that the continuation of
LIBOR on the current basis cannot and will not be guaranteed after 2021. Notwithstanding the foregoing, it appears highly
likely that LIBOR will be discontinued or modified by 2021. It is not possible to predict the effect of any such changes, any
establishment of alternative reference rates or any other reforms to LIBOR that may be implemented in the U.K. or elsewhere
on LIBOR-based securities and the value of the notes.
If the Calculation Agent determines on an Interest Determination Date that the 3-month US $ LIBOR rate has been
discontinued, then the Calculation Agent will use a substitute or successor base rate that it has determined in its sole discretion
is most comparable to the 3-month US $ LIBOR rate, provided that if the Calculation Agent determines there is an industry-
accepted successor base rate, then the Calculation Agent shall use such successor base rate. If the Calculation Agent has
determined a substitute or successor base rate in accordance with the foregoing, the Calculation Agent in its sole discretion may
determine the Business Day Convention, the applicable Business Days and the Interest Determination Dates to be used, and any
other relevant methodology for calculating such substitute or successor base rate comparable to the 3-month US $ LIBOR rate,
including any adjustment factor needed to make such substitute or successor rate comparable to the 3-month US $ LIBOR rate,
in a manner that is consistent with industry-accepted practices for such substitute or successor base rate. Such changes and
discretion could have a material adverse effect on the value of and return on the notes.

Regulation and reform of "benchmarks", including LIBOR and other types of benchmarks, may cause such
"benchmarks" to perform differently than in the past, or to disappear entirely, or have other consequences which cannot
be predicted
LIBOR and other interest rate, equity, foreign exchange rate and other types of indices which are deemed to be
"benchmarks" are the subject of recent national, international and other regulatory guidance and proposals for reform. Some
of these reforms are already effective while others are still to be implemented. These reforms may cause such "benchmarks"
to perform differently than in the past, or to disappear entirely, or have other consequences which cannot be predicted. Any
such consequence could have a material adverse effect on the notes.
Any of the international, national or other proposals for reform or the general increased regulatory scrutiny of
"benchmarks" could increase the costs and risks of administering or otherwise participating in the setting of a "benchmark"
and complying with any such regulations or requirements. Such factors may have the effect of discouraging market
participants from continuing to administer or contribute to certain "benchmarks", trigger changes in the rules or
methodologies used in certain "benchmarks" or lead to the disappearance of certain "benchmarks". The disappearance of a
"benchmark" or changes in the manner of administration of a "benchmark" could result in discretionary valuation by the
calculation agent or other consequence in relation to the notes. Any such consequence could have a material adverse effect on
the value of and return on the notes. For more information, see "Supplemental Description of the Notes--Interest" in this
Terms Supplement.


6



SUPPLEMENTAL DESCRIPTION OF THE NOTES
The notes will be issued under a second amended and restated fiscal and paying agency agreement dated May 13, 2013,
as may be amended or supplemented from time to time (the "Second Amended and Restated Fiscal and Paying Agency
Agreement"), between the Issuer and Deutsche Bank Trust Company Americas, as fiscal agent, registrar, transfer agent and
paying agent (the "Fiscal Agent", a "Registrar", a "Transfer Agent", a "Paying Agent"). The Second Amended and
Restated Fiscal and Paying Agency Agreement may be further amended or supplemented from time to time.
The following is a brief summary of certain terms and conditions of the notes offered by this Terms Supplement and of
the Second Amended and Restated Fiscal and Paying Agency Agreement. This summary does not purport to be complete and
is subject to and is qualified in its entirety by reference to the notes and the Second Amended and Restated Fiscal and Paying
Agency Agreement, including the definitions of certain terms. The Second Amended and Restated Fiscal and Paying Agency
Agreement is available for inspection by prospective purchasers and holders of the notes at the offices of the Fiscal Agent. If
any item in the following summary of certain terms and conditions of the notes offered by this Terms Supplement differs in
any way from the description of the notes in the Offering Circular, you should rely on this description.
Specified Currency
U.S. dollars ("U.S.$" or "USD").
Form of Note
The notes will be evidenced by one or more global certificates issued by the Issuer, each representing a number of
individual notes which will be deposited with and registered in the name of DTC or its nominee. For more information, see
"Terms and Conditions of the Notes--General Terms of the Notes" and "--Payments of Interest and Redemption Amount" in
the accompanying Offering Circular.
Minimum Denominations
U.S.$250,000 and integral multiples of U.S.$1,000 in excess thereof.
Interest
The notes will bear interest at a floating rate equal to 3-month US $ LIBOR plus the Spread (as defined below), computed
on the basis of a 360-day year and the actual number of days elapsed. The "Spread" will be 0.48%. The first Interest Period will
begin on, and include, the Original Issue Date and end on, but exclude, the first Interest Payment Date. Each subsequent
Interest Period will begin on, and include, the Interest Payment Date for the preceding Interest Period and end on, but exclude,
the next following Interest Payment Date. The final Interest Period will end on, but exclude, the Maturity Date.
Notwithstanding the foregoing, if the Calculation Agent determines on an Interest Determination Date that the 3-month US $
LIBOR rate has been discontinued, then the Calculation Agent will use a substitute or successor base rate that it has determined
in its sole discretion is most comparable to the 3-month US $ LIBOR rate, provided that if the Calculation Agent determines
there is an industry-accepted successor base rate, then the Calculation Agent shall use such successor base rate. If the
Calculation Agent has determined a substitute or successor base rate in accordance with the foregoing, the Calculation Agent in
its sole discretion may determine the Business Day Convention, the applicable Business Days and the Interest Determination
Dates to be used, and any other relevant methodology for calculating such substitute or successor base rate comparable to the 3-
month US $ LIBOR rate, including any adjustment factor needed to make such substitute or successor rate comparable to the 3-
month US $ LIBOR rate, in a manner that is consistent with industry-accepted practices for such substitute or successor base
rate.
"3-month US $ LIBOR" means, with respect to any Interest Determination Date, the arithmetic mean of the offered rates
for deposits in U.S. dollars having a 3 month maturity, commencing on the second London Business Day immediately
following that Interest Determination Date, which appear on display on Reuters (or any successor service) for the purpose of
displaying the London interbank rates of major banks for the applicable U.S. dollars page LIBOR01 (or any successor page on
that service or any successor service, the "LIBOR Reuters Page") as of 11:00 A.M., London time, on that Interest
Determination Date, if at least two offered rates appear) on such page. Notwithstanding the foregoing, if fewer than two offered
rates appear on the LIBOR Reuters Page, in order to determine 3-Month US $ LIBOR with respect to that Interest
Determination Date, the Calculation Agent will request that the principal London offices of each of four major reference banks
in the London interbank market, as selected by the Calculation Agent, provide the Calculation Agent with its offered quotation
for deposits in U.S. dollars for 3 months, commencing on the second London Business Day immediately following the Interest
Determination Date, to prime banks in the London interbank market as of 11:00 A.M., London time, on the Interest
Determination Date and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that
time. If at least two quotations are so provided, then 3-Month US $ LIBOR on the Interest Determination Date will be the
arithmetic mean of those quotations. If fewer than two quotations are provided, then 3-Month US $ LIBOR on the Interest
Determination Date will be the arithmetic mean of the rates quoted as of 11:00 A.M. New York time, on the Interest

7



Determination Date by three major banks in New York City for loans in U.S. dollars to leading European banks, commencing
on the second London Business Day immediately following the Interest Determination Date having a 3 month maturity and in a
principal amount that is representative for a single transaction in U.S. dollars in that market at that time; provided, however, if
no quotation is provided as described above, then the Calculation Agent, after consulting such sources as it deems comparable
to any of the foregoing quotations or display page, or any such source as it deems reasonable from which to estimate the 3-
month US $ LIBOR rate or any of the foregoing lending rates, shall determine a 3-month US $ LIBOR rate for the Interest
Determination Date in its sole discretion. If the rate for deposits in U.S. dollars having a 3 month maturity that initially appears
on the LIBOR Reuters Page as of 11:00 A.M., London time, on the related Interest Determination Date is superseded on the
LIBOR Reuters Page by a corrected rate before 12:00 noon, London time, on such Interest Determination Date, the corrected
rate as so substituted on the LIBOR Reuters Page will be the applicable 3-Month US$ LIBOR for such Interest Determination
Date.
Interest Determination Date
The Interest Determination Date means the second London Business Day preceding an Interest Reset Date.
London Business Day
A day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.
Interest Payment Dates
Interest will be paid quarterly in arrears, on the 10th calendar day of each January, April, July and October, subject to the
Business Day Convention, commencing on April 10, 2018, up to and including the Maturity Date.
Interest Period
Each period during which interest accrues. The first Interest Period will begin on, and include, the Original Issue Date and
end on, but exclude, the first Interest Payment Date. Each subsequent Interest Period will begin on, and include, the Interest
Payment Date for the preceding Interest Period and end on, but exclude, the next following Interest Payment Date. The final
Interest Period will end on, but exclude, the Maturity Date.
Interest Reset Dates
Quarterly, on the 10th calendar day of each January, April, July and October, subject to the Business Day Convention.
Original Issue Price
100.000% of the aggregate principal amount
Regular Record Dates
Interest will be paid on the notes to holders of record of each note as at the 15th calendar day prior to the relevant Interest
Payment Date or Maturity Date, as applicable, regardless of whether such day is a Business Day.
Calculation Agent
Deutsche Bank Trust Company Americas
Maturity Date
January 10, 2023, subject to adjustments, as described in the accompanying Product Supplement.
Agreement with Respect to the Exercise of Bail-in Power and Resolution Stay
By its acquisition of the notes, each holder irrevocably and unconditionally acknowledges, consents, accepts and agrees
that any Resolution Authority may exercise any Bail-in Power in relation to the notes. Accordingly, by its acquisition of the
notes, each holder irrevocably and unconditionally acknowledges, consents, accepts and agrees, without limitation, that:
a) any liability of the Issuer with respect to the notes may be subject to the exercise of any Bail-in Power by any
Resolution Authority;
b) it is bound by the effect of an application of any Bail-in Power including, without limitation:

8



i.
any reduction, including, without limitation, to zero, in the principal amount of the notes or outstanding
amount due, including any accrued but unpaid interest, under the notes;
ii.
the conversion of the notes into Instruments of Ownership of the Issuer or another party;
iii.
the cancellation of the notes;
c) the terms of the notes may be varied as necessary to give effect to the exercise by any Resolution Authority of its
Bail-in Power and such variations will be binding on any holder; and
d) Instruments of Ownership may be issued to or conferred on any holder as a result of the exercise of any Bail-in
Power.

Each holder of the notes further irrevocably and unconditionally acknowledges, consents, accepts and agrees that the
occurrence, existence or continuation of a Resolution Event does not constitute an Event of Default (as defined in the Fiscal
and Paying Agency Agreement) and does not:
a) entitle a holder, directly or indirectly, whether pursuant to a default clause, a cross-default clause, a guarantee or
otherwise, to:
i.
exercise any termination, suspension, modification, netting or set-off rights or similar rights; or
ii.
obtain possession, exercise control or enforce any security over any property of the Issuer, under or in
relation to the notes; or
b) adversely affect the rights and remedies of the Issuer under the notes,
unless the Resolution Legislation explicitly provides otherwise.
Notwithstanding any other term, condition or clause in the notes or any other agreement, arrangement or understanding
between the Issuer and a holder, each holder irrevocably and unconditionally acknowledges, consents, accepts and agrees that
the foregoing prevails and may be enforced by any Resolution Authority.
Upon the exercise of Bail-in Power, the Issuer shall provide a written notice to DTC as soon as practicable regarding such
exercise of the Bail-in Power for purposes of notifying holders of such occurrence. The Issuer shall also deliver a copy of such
notice to the Fiscal and Paying Agent for information purposes. Notwithstanding that the Issuer may be delayed in giving or
failing to give the notice referred to above, such delay or failure shall not affect the validity and enforceability of the Bail-in
Power.
By its acquisition of the notes, each holder acknowledges and agrees that, upon the exercise of Bail-in Power, (a) the
Fiscal and Paying Agent shall not be required to take any further directions from holders of the notes under the Fiscal and
Paying Agency Agreement, to the extent it authorizes holders of a majority in aggregate outstanding principal amount of the
notes to direct certain actions relating to the notes, and (b) the Fiscal and Paying Agency Agreement shall impose no duties
upon the Fiscal and Paying Agent whatsoever with respect to the exercise of any Bail-in Power by the Resolution Authority. If
holders of the notes have given a direction to the Fiscal and Paying Agent pursuant to the Fiscal and Paying Agency Agreement
prior to the exercise of any Bail-in Power by the Resolution Authority, such direction shall cease to be of further effect upon
such exercise of any Bail-in Power and shall become null and void at such time. Notwithstanding the foregoing, if, following
the completion of the exercise of the Bail-in Power by the Resolution Authority in respect of the notes, the notes remain
outstanding (for example, if the exercise of the Bail-in Power results in only a partial write-down of the principal of such
notes), then the Fiscal and Paying Agent's duties under the Fiscal and Paying Agency Agreement shall remain applicable with
respect to the notes following such completion to the extent that the Issuer and the Fiscal and Paying Agent shall agree.
By its acquisition of the notes, each holder of the notes shall be deemed to have (a) consented to the exercise of any Bail-in
Power as it may be imposed without any prior notice by Resolution Authority of its decision to exercise such power with
respect to the notes and (b) authorized, directed and requested DTC and any direct participant in DTC or other intermediary
through which it holds the notes to take any and all necessary action, if required, to implement the exercise of any Bail-in
Power with respect to the notes as it may be imposed, without any further action or direction on the part of such holder or the
Fiscal and Paying Agent.
"Bail-in Power" means any write-down (a reduction, including, without limitation, to zero, in the principal amount or
outstanding amount due, including any accrued but unpaid interest), conversion, cancellation, amendment or suspension powers
existing from time to time under the Resolution Legislation , including but not limited to the power to amend or alter the
maturity or amend the amount of interest payable, or the date on which the interest becomes payable, including by suspending
payment for a temporary period.

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"Instruments of Ownership" means instruments of ownership within the meaning of the Resolution Legislation.
"Resolution Authority" means any administrative authority or any other person with the ability to exercise a Bail-in
Power.
"Resolution Event" means:
a) the exercise by a Resolution Authority of any or more Resolution Powers in relation to the Issuer;
b) any other action taken by a Resolution Authority based on or taken in connection with Resolution Legislation in
relation to the Issuer, including, without limitation, any request by the Resolution Authority to the Issuer to take
any action;
c) any action taken by the Issuer in connection with the events referred to under (a) or (b), including, without
limitation, any action taken to comply with any request by the Resolution Authority referred to in paragraph (b)
above; and
d) any event directly linked to any event as referred to in paragraphs (a), (b) or (c) above.
"Resolution Legislation" means any laws, regulations, rules, directives or requirements relating to the resolution or
recovery of banks, banking group companies, credit institutions or investment firms applicable to the Issuer from time to time,
including, without limitation, EU Directive 2014/59/EU ("BRRD") and EU Regulation No 806/2014 ("SRM"), both as
amended from time to time, and any EU directive or regulation issued in replacement of or supplement to the same, and any
laws, regulations, rules, directives or requirements implementing any of the foregoing.
"Resolution Power" means any power existing from time to time under any Resolution Legislation, including, without
limitation, Bail-in Power.
Corporate Trust Office
When we refer to corporate trust office with respect to your notes, we mean the office of the Fiscal Agent at which at any
particular time its corporate trust business in New York, New York shall be principally administered, which office as of the
date of this Terms Supplement is located at 60 Wall Street, 27th Floor, Mail Stop NYC60-2710, New York, NY 10005.
Supplemental Provisions Relating To The Notes While In Global Form
In addition to the provisions found under the heading "Clearance and Settlement" found in the accompanying Offering
Circular, the following provisions will apply.
We have obtained the information in this section concerning Clearstream Banking S.A., ("Clearstream") and Euroclear
Bank S.A./N.V., as operator of the Euroclear System ("Euroclear") and the book-entry system and procedures from sources
that we believe to be reliable, but we take no responsibility for the accuracy of this information.
The notes will be represented exclusively by one or more global certificates in registered form without receipts, interest
coupons or talons (each a "Global Certificate"). The Global Certificates will be deposited with a custodian for, and registered
in the name of, The Depository Trust Company ("DTC") or its nominee. Ownership of beneficial interests in the Global
Certificates will be limited to persons who have accounts with DTC (each, a "DTC Participant"), or persons who hold interests
through DTC Participants. Ownership of beneficial interests in the Global Certificates will be shown on, and the transfer of that
ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of DTC
Participants) and the records of DTC Participants (with respect to interests of persons other than DTC Participants), which may
include depositaries (each, a "U.S. Depositary") for Euroclear and Clearstream, as described below.
Clearstream
Clearstream has advised us that it is incorporated under the laws of Luxembourg as a professional depositary. Clearstream
holds securities for its participating organizations ("Clearstream Participants") and facilitates the clearance and settlement of
securities transactions between Clearstream Participants through electronic book-entry changes in accounts of Clearstream
Participants, thereby eliminating the need for physical movement of certificates. Clearstream provides Clearstream Participants,
among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and
securities lending and borrowing.
Clearstream interfaces with domestic markets in several countries. As a professional depositary, Clearstream is subject to
regulation by the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur

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Document Outline