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					Base Prospectus dated 6 October 2006
This document is important. If you are in any doubt as to the action you should take, you should consult
your legal, financial, tax or other professional adviser.

                           KEPPEL STRUCTURED NOTES PTE. LIMITED
                                 (incorporated with limited liability in Singapore)
                                 (Company Registration Number: 200613160W)
                                             S$1,000,000,000
                                       Structured Note Programme
                             Unconditionally and irrevocably guaranteed by
                                   KEPPEL CORPORATION LIMITED
                                  (incorporated with limited liability in Singapore)
                                  (Company Registration Number: 196800351N)
Under the S$1,000,000,000 Structured Note Programme (the "Programme") described in this Base Prospectus,
Keppel Structured Notes Pte. Limited (the "Issuer") may from time to time issue structured notes ("Notes") in any
currency. The aggregate nominal amount of Notes outstanding will not at any time exceed S$1,000,000,000 (or the
equivalent in other currencies at the date of issue). While the initial amount of the Programme shall be
S$1,000,000,000, the Issuer may increase the amount of the Programme in accordance with the terms of the
Programme Agreement (as defined in this Base Prospectus). Notes will be issued on the terms set out in this Base
Prospectus, and as described in a pricing statement to be issued by the Issuer in connection with each issue of a
Series (as defined in this Base Prospectus) of Notes (each, a "Pricing Statement"). The Programme is of an
unlimited duration and will only expire when terminated in accordance with the terms of the Programme
Agreement.
Société Générale, Singapore Branch is the arranger of the Programme (the "Arranger"). However, prospective
investors should note that the Notes offered under the Programme represent the obligations of the Issuer and (to
the extent of the Guarantee (as defined below)) the Guarantor (as defined below) only and do not represent the
obligations of, or interests in, the Arranger or the Dealers (as defined in this Base Prospectus) or Keppel
Corporation Limited in its capacity as sponsor of the relevant transaction or any associate of Keppel Corporation
Limited (other than the Issuer).
A copy of this Base Prospectus has been lodged with and registered by the Monetary Authority of Singapore (the
"Authority") on 11 September 2006 and 6 October 2006 respectively. The Authority assumes no responsibility for
the contents of this Base Prospectus. Registration of this Base Prospectus by the Authority does not imply that the
Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or any other legal or regulatory requirements,
have been complied with. The Authority has not, in any way, considered the merits of the Notes being offered for
investment. No application has been made for the Notes to be listed on any securities exchange. However, Notes
may be listed on a securities exchange, as disclosed in the relevant Pricing Statement.
Keppel Corporation Limited (the "Guarantor") has unconditionally and irrevocably guaranteed (the "Guarantee")
the due payment of all principal and interest (if any) on the Notes and any other amounts expressed to be payable
by the Issuer under the Trust Deed and the Notes, Receipts and Coupons (each as defined in this Base
Prospectus). The Notes constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer
and rank and will rank pari passu, without any preference among themselves and (save for certain obligations
required to be preferred by law) equally with all other direct, unconditional, unsubordinated and unsecured
obligations of the Issuer, from time to time outstanding. The Guarantee constitutes direct, unconditional,
unsubordinated and unsecured obligations of the Guarantor and ranks and will rank (save for certain obligations
required to be preferred by law) equally with all other direct, unconditional, unsubordinated and unsecured
obligations of the Guarantor, from time to time outstanding.
This Base Prospectus is not, and does not purport to be, investment advice. You should conduct such
independent investigation and analysis regarding the Programme and any Notes to be issued under it as
you deem appropriate. You should make an investment only after you have determined that such
investment is suitable for your circumstances, financial position and investment objectives.
Prospective investors in the Notes should note that there are many different types of notes or bonds in the
marketplace, many of which will have unique and distinctive features. Not all notes or bonds are capital
protected. Prospective investors should refer to the relevant Pricing Statement for information on whether
the Notes of a particular Series or Tranche (as defined in this Base Prospectus) are capital protected.
Notes which are sold or redeemed before their maturity date will be subject to unwinding or other
transaction costs, and the amount received by prospective investors may be lower than the initial amount
invested.
The purchase of Notes involves certain risks. Prospective purchasers of any Notes to be issued under the
Programme should ensure that they understand the nature of such Notes and should carefully study the
matters set out in this Base Prospectus (and in particular, the section on "Risk Factors" in this Base
Prospectus) and the contents of the relevant Pricing Statement before they invest in any Notes.
No Notes shall be alloted or allocated on the basis of this Base Prospectus later than 24 months after the date of
registration of this Base Prospectus.

                                                     Arranger
                        SO CIE TE GE N E R AL E, S ING A PO RE B R A N C H
An offering of Notes under this Base Prospectus may not be underwritten. If so provided in the relevant Pricing
Statement, any such offering of Notes may not proceed if a minimum principal amount of the Notes specified in
such Pricing Statement is not fully subscribed or purchased. In such event, all application or subscription moneys
will be returned in full (without interest or any share of revenue or other benefit arising therefrom).

The Issuer may from time to time after the date of this Base Prospectus, where required under the SFA, lodge and
register one or more Pricing Statements with the Authority in connection with each issue of Notes. The Authority
assumes, and will assume, no responsibility for the contents of any Pricing Statement. Registration of the Pricing
Statements by the Authority does not imply that the SFA, or any other legal or regulatory requirements, have been
complied with. The Authority has not and will not have, in any way, considered the merits of any Notes being
offered for investment in connection with any Pricing Statement.

The documents required by paragraph 5 of Part IX of the Ninth Schedule to the Securities and Futures (Offers of
Investments) (Shares and Debentures) Regulations 2005 (the "SFR") and, where applicable, paragraph 1(d) of
Part X of the Ninth Schedule to the SFR are available for inspection throughout the duration of the Programme.
This Base Prospectus as well as any supplementary base prospectus in respect of the Programme issued since
this Base Prospectus was published are available for inspection for as long as offers are made under the
Programme. Please refer to the section on "General and Statutory Information" in this Base Prospectus for further
details.

Purchases of Notes may be made only through the Distributors (as defined in this Base Prospectus). In order to
invest in Notes, you must comply with the requirements (including any account opening requirements) of the
relevant Distributor. No Notes are available from the Issuer directly. Please refer to the section on "Subscription
Procedures" in this Base Prospectus for further details.

The Notes are not conventional debt securities as they are linked to the performance of an underlying asset or
basket of assets, including reference assets such as shares (equities), equity indices, credit or debt obligations, an
index or indices, foreign exchange rates, commodities and interest rates. Potential investors should therefore
understand that the payment amount, whether in respect of principal, interest or any other sum payable under the
Notes, will be dependent upon the performance of the underlying asset or basket of assets and may, in certain
circumstances, be zero.

The Issuer and the Guarantor are not rated by any rating agency.
                                                  NOTICE

The directors of each of the Issuer and the Guarantor individually and collectively accept full
responsibility for the accuracy of the information given in this Base Prospectus and confirm, having
made all reasonable enquiries, that to the best of their knowledge and belief, the facts stated and the
opinions expressed in this Base Prospectus are fair and accurate in all material respects as at the date
of this Base Prospectus, that there are no material facts the omission of which would make any
statement in this Base Prospectus misleading and that where information is reproduced from other
sources, reasonable care has been taken to ensure accurate reproduction.

Any Notes offered under this Programme are offered solely on the basis of the information contained
and representations made in this Base Prospectus (including any supplementary or replacement base
prospectus) and the relevant Pricing Statement. No person has been authorised to give any information
or to make any representation other than that contained in this Base Prospectus or the relevant Pricing
Statement in connection with the issue and offering of Notes and, if given or made, such information or
representation must not be relied upon as having been authorised by the Issuer, the Guarantor or the
Arranger nor shall the Issuer, the Guarantor or the Arranger be responsible for any losses arising from
any such information or representation.

Neither the delivery of this Base Prospectus and/or the relevant Pricing Statement nor any sale made in
connection therewith shall, under any circumstances, create any implication that there has been no
change in the affairs of the Issuer or the Guarantor since the date hereof or the date of the relevant
Pricing Statement or that there has been no adverse change in the financial position of the Issuer or the
Guarantor since the date hereof or the date of the relevant Pricing Statement or that any other
information supplied in connection with the Notes is correct as of any time subsequent to the date on
which it is supplied or, if different, the date indicated in the document containing the same, provided
always that the requirements of the SFA (including any requirement to lodge a supplementary or
replacement document) shall be complied with.

This Base Prospectus will describe the market making arrangements which may be implemented in
connection with the issue of any Notes. You are therefore advised to read the section on "Market
Making Arrangements" in this Base Prospectus for a general description of the circumstances in which
you may be able to sell any Notes, or if applicable purchase further Notes, after the issue date of the
relevant Notes. Further details, if necessary, will be provided in the relevant Pricing Statement.

This Base Prospectus does not constitute an offer, solicitation or invitation to subscribe for and/or
purchase the Notes in any jurisdiction in which such offer, solicitation or invitation is unlawful or is not
authorised or to any person to whom it is unlawful to make such offer, solicitation or invitation. No action
has been or will be taken under the requirements of the legislation or regulations of, or of the legal or
regulatory authorities of, any jurisdiction, except for the filing and/or registration of this Base Prospectus
in Singapore.

The distribution of this Base Prospectus or the relevant Pricing Statement and the offering or sale of
any Notes may, in certain jurisdictions, be restricted by law. The Issuer, the Guarantor and the Arranger
require persons into whose possession this Base Prospectus and any Pricing Statement comes to
inform themselves of, and observe, all such restrictions. In particular, the Notes have not been and will
not be registered under the United States Securities Act of 1933, as amended (the "Securities Act")
and may not be offered or sold within the United States or to, or for the account or benefit of, U.S.
persons unless the Notes are registered under the Securities Act or any exemption from registration is
available. The Notes may include Notes in bearer form that are subject to U.S. tax law requirements. A
further description of certain restrictions on offering and sale of Notes and distribution of this Base
Prospectus and any Pricing Statement is provided under the section on "Selling Restrictions" in this
Base Prospectus.

None of this Base Prospectus, any Pricing Statement or any other information supplied in connection
with any Notes is intended to provide the basis of any credit or other evaluation and should not be
considered as a recommendation by the Issuer, the Guarantor or the Arranger that any recipient of this
Base Prospectus, any Pricing Statement or any other information supplied in connection with any Notes
should purchase any Notes.

None of the Issuer, the Guarantor, the Arranger and the Dealers is making any representation to any
person regarding the legality of an investment in Notes by such person under any investment or other
laws or regulations, and no information in this Base Prospectus or the relevant Pricing Statement

                                                      i
should be considered as being business, legal or tax advice. Investors should be aware that they may
be required to bear the financial risk of an investment in Notes until the maturity date of such Notes.
Prospective investors should consult their own professional or other advisers for legal, financial, or tax
advice regarding an investment in such Notes, and should conduct such independent investigation and
analysis as they deem appropriate to evaluate the merits and risks of any investment in the Notes.

Only the Trustee (as defined in this Base Prospectus) may enforce the rights of the Noteholders under
the Notes. Noteholders shall not be entitled to proceed directly against the Issuer and/or the Guarantor
to enforce the performance of any of the provisions of the Notes unless the Trustee, having become
bound to take proceedings, fails or neglects to do so within a reasonable period and such failure or
neglect is continuing. In addition, investors who hold their Notes in investment accounts with
Distributors will need to rely upon their Distributor (as the Noteholder) to contact the Trustee to take
action against the Issuer and/or the Guarantor on their behalf. The terms of business of one Distributor
or broker to another may be very different and prospective investors are advised to read carefully the
terms of business of their Distributor and to ensure they understand the circumstances in which they
may rely upon their Distributor to act on their behalf.

References to any website in this Base Prospectus and the relevant Pricing Statement are intended to
assist prospective investors to access further information relating to the subject as indicated.
Prospective investors should conduct such web searches as they deem appropriate and ensure that
they are viewing the most up-to-date information. Information appearing on such websites does not
form part of this Base Prospectus or the relevant Pricing Statement. None of the Issuer, the Guarantor,
the Arranger and the Dealers accepts any responsibility whatsoever that such information, if available,
is accurate and/or up-to-date, and no responsibility is accepted in relation to any such information by
any person responsible for this Base Prospectus or any Pricing Statement. Prospective investors
should exercise an appropriate degree of caution when assessing the value of such information on
such websites.

The Arranger and the Dealers (except where expressly provided in this Base Prospectus and any
Pricing Statement to the contrary) have not separately verified the information contained herein and in
any Pricing Statement and accordingly the Arranger and the Dealers make no representation,
recommendation, undertaking or warranty, express or implied, regarding the accuracy, adequacy,
reasonableness or completeness of the information contained herein and do not accept any
responsibility or liability therefor, to the extent permitted by law, provided that the requirements of the
SFA (including any requirement to inform the Issuer of any false or misleading statements in or
omissions from this Base Prospectus or any Pricing Statement) shall be complied with. The Arranger
and the Dealers do not undertake to review the financial condition or affairs of the Issuer, the Guarantor
or any other relevant entity during the life of the arrangements contemplated by this Base Prospectus
and any Pricing Statement and the Arranger and the Dealers do not undertake to advise any investor or
prospective investor in Notes of any information coming to the attention of the Arranger or any Dealer,
as the case may be.

The legal advisers to the Issuer and the Guarantor and Sponsor and in respect of the Programme, the
legal advisers to the Arranger and Programme Dealer, the Initial Issuing and Paying Agent and the
Initial Agent Bank and the legal advisers to the Trustee do not make, or purport to make, any statement
in this Base Prospectus or any Pricing Statement or any statement upon which a statement in this Base
Prospectus or any Pricing Statement is based and, to the maximum extent permitted by law, expressly
disclaim and take no responsibility for any liability to any person which is based on, or arises out of, the
statements, information or opinions in this Base Prospectus or any Pricing Statement.

References in this Base Prospectus and any Pricing Statement to "we", "us" or "our" are references to
the Issuer. For the purposes of this Base Prospectus and the relevant Pricing Statement, defined terms
shall, where the context so admits, bear the respective meanings ascribed to them in the section on
"Glossary" in this Base Prospectus.




                                                     ii
                    DOCUMENTS TO BE READ WITH THIS BASE PROSPECTUS

This Base Prospectus should be read and construed in conjunction with any supplementary or
replacement base prospectus and the relevant Pricing Statement. The relevant terms and conditions
applicable to a Tranche or Series (both as defined in this Base Prospectus) shall be contained in a
pricing supplement (a "Pricing Supplement") which will be set out in the relevant Pricing Statement.
References in any Pricing Statement to "Notes" are to the Notes of one Series only, not to all Notes that
may be issued under the Programme, details of the relevant Series being shown on the face of the
relevant Notes and in the relevant Pricing Statement.

This Base Prospectus does not contain all or some of the information required by the following
paragraphs of the Ninth Schedule to the SFR, and such information shall be published from time to
time, where relevant and where the Issuer has not been exempted from disclosing such information, by
way of a Pricing Statement in relation to each public offer of a Series of Notes under the Programme:

(a)     paragraph 1(e) of Part I (the maturity date of the Notes being offered);

(b)     paragraphs 3 and 4 of Part II (if applicable, information on significant enhancement providers
        and registrars and agents);

(c)     paragraph 1 of Part III and, where applicable, paragraph 5 of Part X (a summary of the main
        terms of the Notes being offered);

(d)     paragraphs 1 to 5 and 7 of Part IV (information on, amongst others, the offer statistics, the
        method of offer and timetable and the manner in which the results of allotment or allocation will
        be made public);

(e)     paragraphs 3(a) to (d) and 4 to 7 of Part V (information on, amongst others, the manner in
        which the principal and interest will be determined and, if applicable, credit enhancement and
        credit ratings);

(f)     paragraphs 2 to 5 and 7 of Part VI and, where applicable, paragraphs 14 to 17 of Part X
        (information on the characteristics of the reference assets and significant exposure to certain
        reference assets, arrangements to create exposure to reference assets, reference
        counterparties and pool assets); and

(g)     paragraphs 1 to 6 of Part VIII (information on the offer details and plan of distribution).

The terms specific to each Series or Tranche of Notes are as set out in and modified by the relevant
Pricing Supplement relating to the relevant Series of Notes. The full terms and conditions of the Notes
can be reviewed by reading together the following: (i) the terms and conditions as set out in full in the
section on "Terms and Conditions of the Notes" in this Base Prospectus which (subject to the relevant
Pricing Supplement) constitutes the basis of all Notes to be offered under the Programme, and (ii) the
relevant Pricing Supplement which is set out in the relevant Pricing Statement. The relevant Pricing
Supplement applies and/or disapplies, supplements and/or amends the terms and conditions of the
Notes in the manner required to reflect the particular terms and conditions applicable to the relevant
Series or Tranche of Notes.




                                                     iii
                                                           TABLE OF CONTENTS



WHERE TO OBTAIN COPIES OF THIS BASE PROSPECTUS AND PRICING STATEMENTS ..............1
CAUTIONARY NOTE ON FORWARD LOOKING STATEMENTS ...............................................................2
CORPORATE INFORMATION ........................................................................................................................3
SUMMARY OF THE PROGRAMME ...............................................................................................................4
DETAILS OF OFFERS ...................................................................................................................................14
SUBSCRIPTION PROCEDURES..................................................................................................................15
MARKET MAKING ARRANGEMENTS .........................................................................................................17
RISK FACTORS..............................................................................................................................................18
FORM OF THE NOTES..................................................................................................................................25
TERMS AND CONDITIONS OF THE NOTES..............................................................................................28
DESCRIPTION OF SELECTED TRANSACTION DOCUMENTS...............................................................51
SUMMARY OF THE SWAP ARRANGEMENTS ..........................................................................................53
INFORMATION ON THE REFERENCE ASSETS .......................................................................................54
INFORMATION ON THE ISSUER.................................................................................................................56
INFORMATION ON THE GUARANTOR AND SPONSOR..........................................................................58
DESCRIPTION OF THE GUARANTEE ........................................................................................................ 72
USE OF PROCEEDS AND FEES AND EXPENSES...................................................................................73
SETTLEMENT, CLEARANCE AND CUSTODY...........................................................................................74
TAXATION .......................................................................................................................................................78
SELLING RESTRICTIONS ............................................................................................................................82
GENERAL AND STATUTORY INFORMATION ...........................................................................................84
GLOSSARY .....................................................................................................................................................86




                                                                               iv
    WHERE TO OBTAIN COPIES OF THIS BASE PROSPECTUS AND PRICING STATEMENTS

Copies of this Base Prospectus (including any supplementary or replacement base prospectus in
respect thereof) and the Pricing Statements in connection with each issue of Notes may be obtained
free of charge during normal business hours on any weekday (being a day other than a Saturday, a
Sunday or a public holiday) during the offer period for the relevant Notes from the Distributors (whose
address(es) will be set out in the relevant Pricing Statement) and from the office of the Issuer as
follows:

Issuer:                                      Keppel Structured Notes Pte. Limited
                                             1 HarbourFront Avenue
                                             #18-01 Keppel Bay Tower
                                             Singapore 098632

After the end of the offer period for the relevant Notes and for so long as any Notes remain outstanding,
copies of this Base Prospectus (including any supplementary or replacement base prospectus in
respect thereof) and the relevant Pricing Statement may be obtained free of charge from the office of
the Issuer as stated above.

If you wish to purchase any Notes, you must purchase them from the Distributors. Please refer to the
procedures described under the section on "Subscription Procedures" in this Base Prospectus and as
further described in the relevant Pricing Statement.




                                                   1
                    CAUTIONARY NOTE ON FORWARD LOOKING STATEMENTS

All statements contained in this Base Prospectus and the relevant Pricing Statement, statements made
in press releases and oral statements that may be made by the Issuer, the Guarantor or the directors or
employees of either of them acting on their behalf that are not statements of historical fact constitute
"forward looking statements". You can identify some of these forward looking statements by terms such
as "may", "will", "would", "could", "expects", "anticipates", "intends", "estimates", "believes", "plans", or
similar words and phrases. However, you should note that these words are not the exclusive means of
identifying forward looking statements. All statements regarding the Issuer's, the Guarantor's and/or the
Group's expected financial position, business strategy, plans and prospects are also forward looking
statements. These forward looking statements are only predictions and include, but are not limited to,
statements in this Base Prospectus and the relevant Pricing Statement regarding matters that are not
historical fact.

Such forward looking statements and financial information involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance or achievements, or
industry results of the Issuer, the Guarantor and/or the Group to be materially different from any future
results, performance or achievements expressed or implied by such forward looking statements and
financial information. Such forward looking statements and financial information are based on
numerous assumptions regarding the present and future business strategies and the environment in
which the Issuer, the Guarantor and/or the Group will operate in the future. Because these statements
and financial information reflect the current views of the Issuer and the Guarantor concerning future
events, these statements and financial information necessarily involve risks, uncertainties and
assumptions. Actual future performance could differ materially from these forward looking statements
and financial information. Among the important factors that could cause the actual results, performance
or achievements of the Issuer, the Guarantor and/or the Group to differ materially from those in the
forward looking statements and financial information are the condition of, and changes in, the
economies where the Issuer, the Guarantor and/or the Group own and operate businesses and
investments, changes in laws and regulations that affect the Issuer, the Guarantor and/or the Group
and their investments, foreign exchange rate fluctuations beyond those covered by the foreign currency
hedging arrangements of the Issuer, the Guarantor and/or the Group and other matters not yet known
to the Issuer, the Guarantor and/or the Group or not currently considered material by them. Additional
factors that could cause actual results, performance or achievements to differ materially include, but are
not limited to, those discussed under the section on "Risk Factors" in this Base Prospectus.

Given the risks and uncertainties that may cause the Issuer's, the Guarantor's and/or the Group's actual
future results, performance or achievements to be materially different from that expected, expressed or
implied by the forward looking statements in this Base Prospectus and the relevant Pricing Statement,
undue reliance must not be placed on these statements. The actual results of the Issuer, the Guarantor
and/or the Group may differ materially from those anticipated in these forward looking statements.
Neither the Issuer, the Guarantor, the Arranger, the Dealers nor any other person represents or
warrants that the Issuer's, the Guarantor's and/or the Group's actual future results, performance or
achievements will be as discussed in these statements.

The Issuer, the Guarantor, the Arranger and the Dealers disclaim any responsibility to update any of
those forward looking statements or publicly announce any revisions to those forward looking
statements to reflect future developments, events or circumstances for any reason, even if new
information becomes available or other events occur in the future, subject to compliance with all
applicable laws and regulations (including, but not limited to, the SFA) and/or the rules of the SGX-ST
and/or any other regulatory or supervisory body or agency.




                                                     2
                                    CORPORATE INFORMATION

Issuer:                                    Keppel Structured Notes Pte. Limited
                                           1 HarbourFront Avenue
                                           #18-01 Keppel Bay Tower
                                           Singapore 098632

Guarantor and Sponsor:                     Keppel Corporation Limited
                                           1 HarbourFront Avenue
                                           #18-01 Keppel Bay Tower
                                           Singapore 098632

Arranger and Programme Dealer:             Société Générale, Singapore Branch
                                           80 Robinson Road #25-00
                                           Singapore 068898

Trustee:                                   RBC Dexia Trust Services Singapore Limited
                                           20 Cecil Street
                                           #28-01 Equity Plaza
                                           Singapore 049705

Initial Issuing and Paying Agent:          Société Générale, Singapore Branch
                                           80 Robinson Road #25-00
                                           Singapore 068898

Initial Agent Bank:                        Société Générale, Singapore Branch
                                           80 Robinson Road #25-00
                                           Singapore 068898

Legal Advisers to the Issuer and the       Wong Partnership
Guarantor and Sponsor and in respect       One George Street #20-01
of the Programme:                          Singapore 049145

Legal Advisers to the Arranger and         Wong Partnership
Programme Dealer, the Initial Issuing      One George Street #20-01
and Paying Agent and the Initial Agent     Singapore 049145
Bank:

Legal Advisers to the Trustee:             Wong Partnership
                                           One George Street #20-01
                                           Singapore 049145

Issuer's Auditors:                         Deloitte & Touche
                                           6 Shenton Way
                                           #32-00 DBS Building Tower Two
                                           Singapore 068809

Initial Receiving Bankers:                 Société Générale, Singapore Branch
                                           80 Robinson Road #25-00
                                           Singapore 068898




                                              3
                                 SUMMARY OF THE PROGRAMME

The following summary does not purport to be complete and is qualified in its entirety by the remainder
of this Base Prospectus and, in relation to any particular Series of Notes, the relevant Pricing
Statement comprising, inter alia, the relevant Pricing Supplement (in which any of the Terms and
Conditions of the Notes may be varied). Words and expressions defined in the section on "Terms and
Conditions of the Notes" in this Base Prospectus and in the relevant Pricing Statement shall have the
same meanings in this summary.

The Programme is a S$1,000,000,000 Structured Note Programme, which enables the Issuer to issue
Notes from time to time having specific terms and conditions which may be applicable only to the
relevant Series of Notes.

Issuer:                                Keppel Structured Notes Pte. Limited.

Guarantor and Sponsor:                 Keppel Corporation Limited.

Description:                           Structured Note Programme pursuant to which the Issuer may,
                                       from time to time, issue Notes. Notes may be offered in or
                                       outside Singapore. Notes offered and sold outside Singapore will
                                       be offered and sold in compliance with the applicable laws and
                                       regulations of the jurisdiction in which such Notes are being
                                       offered and sold.

Duration:                              The Programme is of an unlimited duration and will only expire
                                       when terminated in accordance with the terms of the Programme
                                       Agreement.

Programme Size:                        Up to S$1,000,000,000 (or the equivalent in other currencies at
                                       the date of issue) aggregate nominal amount of Notes
                                       outstanding at any one time. The Programme size may be
                                       increased by the Issuer in accordance with the provisions of the
                                       Programme Agreement.

Arranger:                              Société Générale, Singapore Branch.

Dealer(s):                             Société Générale, Singapore Branch is a Dealer in respect of the
                                       Programme (the "Programme Dealer"). Other dealers may be
                                       appointed in accordance with the provisions of the Programme
                                       Agreement.

Trustee:                               RBC Dexia Trust Services Singapore Limited. The Trustee has
                                       power to enforce the rights of the Noteholders under the Notes
                                       on behalf of the Noteholders. Noteholders shall not be entitled to
                                       proceed directly against the Issuer and/or the Guarantor to
                                       enforce the performance of any of the provisions of the Notes
                                       unless the Trustee, having become bound to take proceedings,
                                       fails or neglects to do so within a reasonable period and such
                                       failure or neglect is continuing. Investors who hold their Notes in
                                       investment accounts with Distributors will need to rely upon their
                                       Distributor (as the Noteholder) to contact the Trustee to take
                                       action against the Issuer and/or the Guarantor on their behalf.

Registrar:                             Such registrar as may be appointed under the Agency
                                       Agreement from time to time and specified in the relevant Pricing
                                       Statement. Where Notes are issued in registered form, the
                                       Registrar will maintain a register of the holders of Notes.

                                                   4
Issuing and Paying Agent:   Société Générale, Singapore Branch or such other issuing and
                            paying agent as is specified in the relevant Pricing Statement.

Market Agent:               A market agent may or may not be appointed to conduct market
                            making activities in connection with an issuance of Notes under
                            the Programme. Details of intended market making activities (if
                            any) will be specified in the relevant Pricing Statement. See the
                            section on "Market Making Arrangements" in this Base
                            Prospectus for further details.

Transfer Agent:             Such transfer agent as may be appointed under the Agency
                            Agreement from time to time and specified in the relevant Pricing
                            Statement.

Agent Bank:                 Société Générale, Singapore Branch or such other agent bank
                            as is specified in the relevant Pricing Statement. The Agent
                            Bank will be responsible for the calculation of certain rates or
                            amounts and making certain other determinations in relation to
                            the Notes. See the section on "Terms and Conditions of the
                            Notes" in this Base Prospectus for further details.

Notes:                      Notes issued by the Issuer, from time to time, and pursuant to a
                            synthetic securitisation transaction, in respect of which:

                            (a)     either or both of the principal amount and any interest are
                                    payable;

                            (b)     one or more of the underlying securities, equity interests,
                                    commodities and currencies are to be physically
                                    delivered; or

                            (c)     either or both of the principal amount and any interest are
                                    payable, and one or more of the underlying securities,
                                    equity interests, commodities and currencies are to be
                                    physically delivered,

                            in accordance with a formula based on one or more of the
                            following:

                            (i)     the performance of any type of securities, equity interest,
                                    commodity or index, or of a basket of more than one type
                                    of securities, equity interests, commodities or indices;

                            (ii)    the credit risk or performance of any entity or a basket of
                                    entities; and

                            (iii)   the movement of interest rates or currency exchange
                                    rates,

                            or otherwise within the meaning of "structured notes" as defined
                            in the SFR.

Equity Linked Notes:        Notes in respect of which payment of principal and/or interest
                            (whether at maturity or otherwise) is calculated by reference to
                            equity securities and/or rights, options or derivatives in respect of
                            equity securities will be issued on such terms as may be
                            specified in the relevant Pricing Supplement.

                                        5
Credit Linked Notes:          Notes in respect of which payment of principal and/or interest
                              (whether at maturity or otherwise) is calculated by reference to
                              the credits or debt obligations of a specified entity or specified
                              entities or a basket of such credits or debt obligations will be
                              issued on such terms as may be specified in the relevant Pricing
                              Supplement.

Index Linked Notes:           Notes in respect of which payment of principal and/or interest
                              (whether at maturity or otherwise) is calculated by reference to
                              an index or indices and/or rights, options or derivatives in
                              respect of such index or indices will be issued on such terms as
                              may be specified in the relevant Pricing Supplement.

Currency Linked Notes:        Notes in respect of which payment of principal and/or interest
                              (whether at maturity or otherwise) is calculated by reference to
                              one or more currencies and/or currency exchange rates will be
                              issued on such terms as may be specified in the relevant Pricing
                              Supplement.

Commodity Linked Notes:       Notes in respect of which payment of principal and/or interest
                              (whether at maturity or otherwise) is calculated by reference to
                              the level of a commodity index or a basket of such indices, the
                              price of a single commodity (such as gold, oil, aluminium,
                              copper, lead or wheat) and/or the aggregate price of a group of
                              commodities will be issued on such terms as may be specified in
                              the relevant Pricing Supplement.

Interest Rate Linked Notes:   Notes in respect of which payment of principal and/or interest
                              (whether at maturity or otherwise) is calculated by reference to
                              interest rate benchmarks and/or interest rates for specified
                              currencies will be issued on such terms as may be specified in
                              the relevant Pricing Supplement.

Fixed Rate Notes:             Fixed Rate Notes will bear interest at a fixed rate payable in
                              arrear on the date or dates in each year specified in the relevant
                              Pricing Supplement. Equity Linked Notes, Credit Linked Notes,
                              Index Linked Notes, Currency Linked Notes, Commodity Linked
                              Notes and Interest Rate Linked Notes may be specified in the
                              relevant Pricing Supplement as Fixed Rate Notes.

Floating Rate Notes:          Floating Rate Notes will bear interest by reference to such
                              benchmark (as adjusted for any applicable margin) or on such
                              other basis, in each case, as may be specified in the relevant
                              Pricing Supplement. Equity Linked Notes, Credit Linked Notes,
                              Index Linked Notes, Currency Linked Notes, Commodity Linked
                              Notes and Interest Rate Linked Notes may be specified in the
                              relevant Pricing Supplement as Floating Rate Notes.

Zero Coupon Notes:            Zero Coupon Notes may be issued at their nominal amount or at
                              a discount to it and will not bear interest. Equity Linked Notes,
                              Credit Linked Notes, Index Linked Notes, Currency Linked
                              Notes, Commodity Linked Notes and Interest Rate Linked Notes

                                          6
                        may be specified in the relevant Pricing Supplement as Zero
                        Coupon Notes.

Combination:            Notes with a combination of any of the features described above,
                        whether in respect of principal or interest, or Notes in any other
                        form as may be agreed between the Issuer and the relevant
                        Dealer, may be issued on such terms as may be specified in the
                        relevant Pricing Supplement.

Issue Price of Notes:   Notes may be issued at their nominal amount or at a discount or
                        premium to their nominal amount, as specified in the relevant
                        Pricing Supplement. If Notes are issued at a premium, the actual
                        yield on those Notes may be less than that described in the
                        relevant Pricing Statement.

Currencies:             Notes may be issued in any currency as specified in the relevant
                        Pricing Supplement, subject to applicable laws and regulations.

Issuance in Series:     The Notes will be issued in series (each a "Series") having one
                        or more dates of issuance (each an "Issue Date"). Each Series
                        may be issued in tranches (each a "Tranche") on the same or
                        different Issue Dates. The specific terms of each Tranche (which
                        will be supplemented, where necessary, with supplemental
                        terms and conditions and, save in respect of the Issue Date,
                        Issue Price, Specified Currency, interest commencement date
                        and/or the date of the first payment of interest will be identical to
                        the terms of other Tranches of the same Series) will be set out in
                        the relevant Pricing Statement.

Form of the Notes:      Notes may be issued in bearer form ("Bearer Notes") or
                        registered form ("Registered Notes") as more fully described in
                        the section on "Form of the Notes" in this Base Prospectus.

                        Each Tranche of Bearer Notes may initially be issued in the form
                        of a temporary global note (a "Temporary Global Note"), or, if
                        so specified in the relevant Pricing Supplement, a permanent
                        global note (a "Permanent Global Note"), which, in either case,
                        will on or prior to the original issue date of the Tranche be
                        delivered to a common depositary or any other depositary for
                        Euroclear Bank S.A./N.V. as operator of the Euroclear System
                        ("Euroclear") and/or Clearstream Banking, société anonyme
                        ("Clearstream, Luxembourg") and/or The Central Depository
                        (Pte) Limited ("CDP") or any other clearing system selected by
                        the Issuer subject to any restrictions or conditions which may be
                        applicable.

                        Each Tranche of Registered Notes will, as specified in the
                        relevant Pricing Supplement, either be represented by a
                        registered global note (a "Registered Global Note") which will
                        be deposited with a common depositary or any other depositary
                        for, and registered in the name of a common nominee or any
                        other nominee of, Euroclear and/or Clearstream, Luxembourg
                        and/or CDP or any other clearing system selected by the Issuer
                        or be represented by Registered Notes in definitive form.




                                    7
                      Permanent Global Notes and Registered Global Notes will be
                      exchangeable for definitive Notes in the limited circumstances
                      described in the section on "Form of the Notes" in this Base
                      Prospectus.

Noteholders:          Where Notes are represented by Global Notes held through
                      Euroclear, Clearstream, Luxembourg and/or CDP, the term
                      "Noteholders" shall mean the persons shown in the records of
                      Euroclear or Clearstream, Luxembourg and/or CDP, as the case
                      may be, as a holder of such Notes. Individual retail investors
                      may not be "Noteholders" in this context. The terms "you",
                      "investors", "prospective purchasers" or "prospective investors"
                      used in this Base Prospectus have been used to describe the
                      individual retail investors purchasing Notes from or through a
                      Distributor, as the case may be. See the section on "Settlement,
                      Clearance and Custody - Custody Arrangements" in this Base
                      Prospectus for further details.

Pricing Statement:    A Pricing Statement will be issued by the Issuer in connection
                      with each Series of Notes, and where the Series comprises more
                      than one Tranche, a Pricing Statement will provide details of
                      each Tranche. This Base Prospectus must be read in
                      conjunction with the relevant Pricing Statement.

Pricing Supplement:   The Issuer will prepare a Pricing Supplement in connection with
                      each Series of Notes, and where the Series comprises more
                      than one Tranche, a Pricing Supplement may be prepared in
                      connection with each such Tranche.

                      The relevant Pricing Supplement in respect of each Tranche or
                      Series of Notes will supplement the applicable set of Terms and
                      Conditions of the Notes set out in this Base Prospectus and may
                      specify other terms and conditions which shall disapply or modify
                      the applicable set of Terms and Conditions of the Notes, as
                      applicable. Each Pricing Supplement will be set out in the
                      relevant Pricing Statement.

Distribution:         The Issuer, together with, inter alia, the Guarantor, will enter into
                      distribution agreements (each a "Distribution Agreement"), with
                      one or more distributors (each a "Distributor") in connection
                      with each issue of Notes for the purpose of the distribution of the
                      Notes to prospective investors. The Issuer may also issue Notes
                      to the Dealer(s) and the Dealer(s) may subscribe for such Notes
                      pursuant to the Programme. See the section on "Subscription
                      Procedures" in this Base Prospectus for further details.

Guarantee:            The Guarantor has unconditionally and irrevocably guaranteed
                      the due payment of all principal and interest (if any) on the Notes
                      and any other amounts expressed to be payable by the Issuer
                      under the Trust Deed and the Notes, Receipts and Coupons.
                      See the section on "Description of the Guarantee" in this Base
                      Prospectus for further details.

Status:               The Notes constitute direct, unconditional, unsubordinated and
                      unsecured obligations of the Issuer and rank and will rank pari
                      passu, without any preference among themselves and (save for
                      certain obligations required to be preferred by law) equally with

                                  8
                          all other direct, unconditional, unsubordinated and unsecured
                          obligations of the Issuer, from time to time outstanding.

                          The Guarantee constitutes direct, unconditional, unsubordinated
                          and unsecured obligations of the Guarantor and ranks and will
                          rank (save for certain obligations required to be preferred by law)
                          equally with all other direct, unconditional, unsubordinated and
                          unsecured obligations of the Guarantor, from time to time
                          outstanding.

Negative Pledge:          So long as any of the Notes remains outstanding, each of the
                          Issuer and the Guarantor will not, except with the prior consent
                          in writing of the Trustee (such consent not to be unreasonably
                          withheld), create or permit to subsist any mortgage, charge,
                          pledge or other security interest ("Charge") over the whole or
                          any part of its undertakings, assets, property or revenues,
                          present or future, where such Charge is given, or is intended to
                          be given, to secure any indebtedness of the Issuer or the
                          Guarantor in respect of any freely transferable securities of, or
                          guaranteed by, the Issuer or the Guarantor, except for:

                          (a)     any Charge existing at the date of the Trust Deed and as
                                  disclosed to the Trustee (but the amount secured by
                                  such Charge may not be increased);

                          (b)     liens or rights of set-off arising in the ordinary course of
                                  business of the Issuer or the Guarantor; or

                          (c)     such other Charge as shall be approved by an
                                  Extraordinary Resolution of the Noteholders,

                          or unless, at the same time or prior to such Charge being given,
                          the obligations of the Issuer or, as the case may be, the
                          Guarantor under the Notes and the Trust Deed (i) are secured
                          equally and rateably therewith, or (ii) have the benefit of such
                          other security, guarantee, indemnity or other arrangement as the
                          Trustee in its absolute discretion shall deem to be not materially
                          less beneficial to the Noteholders.

                          For this purpose, the expression "freely transferable
                          securities" means any present or future indebtedness in the
                          form of, or represented by, bonds, notes, debentures, loan stock
                          or other debt securities which are for the time being, or are
                          capable of being, quoted, listed or ordinarily dealt in on any stock
                          exchange, over-the-counter or other organised securities market.

Clearing Systems:         Euroclear, Clearstream, Luxembourg, CDP and/or such other
                          clearing system as may be specified in the relevant Pricing
                          Supplement (together, the "Clearing Systems" and each, a
                          "Clearing System").

Maturities:               Notes will have maturities of two years or more as specified in
                          the relevant Pricing Supplement, subject to applicable laws and
                          regulations.

Specified Denomination:   Notes will be in such denominations as may be specified in the
                          relevant Pricing Supplement, subject to applicable laws and
                          regulations.
                                      9
Interest Periods     and   Rates   of   The length of the interest periods for any Notes and the
Interest:                               applicable rate of interest or its method of calculation may differ
                                        from time to time or be constant for any Series. Notes may have
                                        a maximum rate of interest, a minimum rate of interest, or both.
                                        The use of interest accrual periods permits Notes to bear interest
                                        at different rates in the same interest period. Notes may also be
                                        non-interest bearing. All such information will be set out in the
                                        relevant Pricing Supplement.

Payments under Notes:                   Payments under Notes, whether with respect to principal,
                                        interest or any other amount, may be made by the Issuer in cash
                                        and/or in such other form of consideration as may be specified in
                                        the relevant Pricing Supplement.

Redemption:                             The basis for calculating the redemption amounts payable will be
                                        specified in the relevant Pricing Supplement.

Redemption by Instalments:              The relevant Pricing Supplement issued in respect of each issue
                                        of Notes that are redeemable in two or more instalments will set
                                        out the dates on which, and the amounts in which, such Notes
                                        may be redeemed.

Redemption due to occurrence of a       The relevant Pricing Supplement issued in respect of each issue
Trigger Event:                          of Notes will state whether such Notes may be redeemed prior to
                                        their stated maturity upon the occurrence of a Trigger Event (as
                                        defined in the relevant Pricing Supplement). See Condition 6(b)
                                        of the Terms and Conditions of the Notes for further details.

Redemption for taxation reasons:        The Notes may be redeemed prior to their stated maturity, at the
                                        option of the Issuer, for taxation reasons. See Condition 6(c) of
                                        the Terms and Conditions of the Notes for further details.

Optional Redemption:                    The relevant Pricing Supplement issued in respect of each issue
                                        of Notes will state whether such Notes may be redeemed prior to
                                        their stated maturity at the option of the Issuer and/or the
                                        Noteholders (and whether in whole or in part), and if so, the
                                        terms applicable to such redemption. See Conditions 6(d) and
                                        6(e) of the Terms and Conditions of the Notes for further details.

Events of Default:                      See the section on "Terms and Conditions of the Notes" in this
                                        Base Prospectus for details on events of default in respect of the
                                        Notes. The events of default include, in general terms and
                                        subject to the full provisions of Condition 10 of the Terms and
                                        Conditions of the Notes: (i) failure by the Issuer or the Guarantor
                                        to pay any amount of principal or interest due in respect of the
                                        Notes, (ii) failure by the Issuer or the Guarantor to perform their
                                        obligations under the Notes or the Trust Deed, (iii) the Issuer or
                                        the Guarantor becoming insolvent or being wound-up and (iv) it
                                        becoming unlawful for the Issuer or the Guarantor to perform or
                                        comply with any one or more of their payment or other material
                                        obligations under the Trust Deed or the Notes.

                                        On the occurrence of any such event of default, the Trustee at its
                                        discretion may, and if so required in writing by the holders of at
                                        least 25 per cent. in principal amount of the Notes then

                                                   10
                             outstanding or if so directed by an Extraordinary Resolution of
                             the Noteholders, shall (subject in each case to being indemnified
                             to its satisfaction), give notice to the Issuer that the Notes are,
                             and they shall accordingly forthwith become, immediately due
                             and repayable at their Early Redemption Amount together with
                             accrued interest to the date of payment. The Early Redemption
                             Amount will be stated in the relevant Pricing Statement and/or
                             Pricing Supplement and may be less than the initial amount
                             invested in the Notes.

Withholding tax:             All payments in respect of the Notes shall be made free and
                             clear of, and without deduction or withholding for or on account
                             of, any present or future taxes, duties, assessments or
                             governmental charges of whatever nature imposed, levied,
                             collected, withheld or assessed by or within Singapore or any
                             authority thereof or therein having power to tax, unless such
                             withholding or deduction is required by law. In such event, the
                             Issuer or the Guarantor (as the case may be) shall, save in the
                             limited circumstances set out in Condition 8 of the Terms and
                             Conditions of the Notes, pay such additional amounts as will
                             result in the receipt by the Noteholders and the Couponholders
                             of such amounts as would have been received by them had no
                             such deduction or withholding been required. See Condition 8 of
                             the Terms and Conditions of the Notes for further details.

Modifications and Waivers:   The Trustee may agree, without the consent of the Noteholders,
                             the Receiptholders or the Couponholders, to any modification
                             (subject to certain exceptions as provided in the Trust Deed) of,
                             or to any waiver or authorisation of any breach or proposed
                             breach of, any of the Terms and Conditions of the Notes or any
                             of the provisions of the Trust Deed, or may determine that any
                             condition, event or act which, but for such determination, would
                             constitute an Event of Default (as defined in Condition 10 of the
                             Terms and Conditions of the Notes), shall not be treated as such
                             which in any such case, in the opinion of the Trustee, is not
                             materially prejudicial to the interests of the Noteholders, the
                             Receiptholders and the Couponholders or to any modification of
                             any of the Terms and Conditions of the Notes or any of the
                             provisions of the Trust Deed which is of a formal, minor or
                             technical nature, which is made to correct a manifest error or to
                             comply with mandatory provisions of law, or which is required by
                             Euroclear, Clearstream, Luxembourg, CDP and/or any other
                             relevant Clearing System. Any such modification, waiver,
                             authorisation or determination shall be binding on the
                             Noteholders, the Receiptholders and the Couponholders and, if
                             the Trustee so requires, shall be notified to the Noteholders as
                             soon as practicable.

Notices:                     Subject as provided below:

                             (a)   notices regarding Bearer Notes will be validly given to the
                                   holders of such Notes if published in certain newspapers;
                                   and

                             (b)   notices regarding Registered Notes will be validly given
                                   to the holders of such Notes if sent by mail to the
                                   registered address of such holder,

                                        11
                   all as more fully described in Condition 16 of the Terms and
                   Conditions of the Notes.

                   Where any issue of Notes is listed, notices will also be given in
                   accordance with the rules and requirements of the relevant
                   securities exchange.

                   So long as any Global Notes representing the Notes are held in
                   their entirety on behalf of Euroclear and/or Clearstream,
                   Luxembourg, notices in respect of those Notes may be given by
                   the delivery of the relevant notice to Euroclear and/or
                   Clearstream, Luxembourg for communication by them to the
                   holders of the Notes in substitution for publication in
                   newspapers.

                   An investor who purchases Notes through a Distributor will need
                   to rely on such Distributor (as a direct or indirect participant in
                   the relevant Clearing System) to distribute notices to it.

                   Unless otherwise specified in the Terms and Conditions of the
                   Notes, notices to be given by any Noteholder to the Issuer shall
                   be:

                   (a)    in writing and lodged with the Issuing and Paying Agent
                          (in the case of Bearer Notes) or the Registrar (in the case
                          of Registered Notes); and

                   (b)    where any Notes are represented by a Global Note held
                          by or on behalf of Euroclear and/or Clearstream,
                          Luxembourg, given to the Issuing and Paying Agent (in
                          the case of Bearer Notes) or the Registrar (in the case of
                          Registered Notes) through Euroclear and/or Clearstream,
                          Luxembourg, as the case may be.

                   See Condition 16 of the Terms and Conditions of the Notes for
                   further details.

Further Issues:    The Issuer may from time to time without the consent of the
                   Noteholders, the Receiptholders or the Couponholders create
                   and issue further Notes ranking pari passu in all respects with,
                   and having the same terms and conditions as, the outstanding
                   Notes, and so that the same shall be consolidated and form a
                   single Series with the outstanding Notes.

Swap Agreements:   In connection with the issues of the Notes, the Issuer may enter
                   into one or more derivative transactions for the purposes, inter
                   alia, of hedging any foreign exchange, interest rate, credit or
                   other exposure it may have in respect of the Notes or (where
                   applicable) any underlying reference assets, or creating
                   exposure to any reference assets. See the section on
                   "Summary of the Swap Arrangements" in this Base Prospectus
                   for further details.

Rating:            Unless otherwise specified in the relevant Pricing Statement,
                   the Notes will not be rated by any rating agency.



                               12
Listing:                Unless otherwise specified in the relevant Pricing Statement, the
                        Notes will not be listed on any securities exchange.

Governing Law:          Singapore law, unless otherwise specified in the relevant Pricing
                        Statement. The Singapore courts will have jurisdiction to settle
                        disputes relating to the Notes, even where the governing law of
                        the Notes is not Singapore law.

Selling Restrictions:   See the section on "Selling Restrictions" in this Base Prospectus
                        for a discussion of certain restrictions on the offering of Notes
                        and the distribution of offering materials in various jurisdictions.




                                    13
                                         DETAILS OF OFFERS

Information in respect of the procedures by which any Series of Notes will be offered will be included in
the relevant Pricing Statement. The relevant Pricing Statement will include information on the offer
period during which applications for Notes may be made, the amount of the purchase price for such
Notes (or the method by which it will be fixed), the method and timing of payment of the purchase price
of such Notes and other relevant information as to application procedures and allocation of such Notes.

The aggregate principal amount of Notes being offered shall be indicated in the relevant Pricing
Statement. Notes will be offered on a first come-first served basis or on such other basis as may be
indicated in the relevant Pricing Statement. In addition, where indicated in the relevant Pricing
Statement, the Issuer reserves the right to close an offer period early in the event that it receives valid
applications for the aggregate principal amount of Notes being initially offered. Where indicated in the
relevant Pricing Statement, the Issuer may, at its discretion, at any time prior to the closing of an offer,
reduce the aggregate principal amount of Notes being initially offered to a minimum amount indicated in
the relevant Pricing Statement or increase it to a maximum amount indicated in the relevant Pricing
Statement.

The Issuer will not have the right to accept or retain over-subscriptions in respect of an offer unless
there is an increase in the principal amount of Notes being offered under such offer.




                                                    14
                                    SUBSCRIPTION PROCEDURES

General

The Issuer, together with, inter alia, the Guarantor, will enter into Distribution Agreements with one or
more Distributors in connection with each issue of Notes for the purpose of the distribution of the Notes
to prospective investors. If so agreed between the Issuer and the Dealer in respect of any Series of
Notes, the Issuer may also issue Notes to the Dealer and the Dealer may subscribe for such Notes
pursuant to the Programme, as described below under the heading "Where Notes are offered to the
Dealer". In any event, the Issuer will not grant any pre-emptive rights for the subscription for or
purchase of the Notes.

If you wish to purchase any Notes as part of the Issuer’s offering pursuant to this Base Prospectus and
any Pricing Statement, you must contact one of the Distributors (whose contact details will be stated in
the relevant Pricing Statement) as Notes are only offered through the Distributors. The relationship you
have with your Distributor is governed by the customer agreement (if any and if applicable) you sign
with your Distributor and is not related to or controlled by the Issuer, the Guarantor or the Arranger or
by anything in this Base Prospectus or the relevant Pricing Statement. The Distribution Agreements will
set out amongst other things the requirement for the Distributors to comply with the section on "Selling
Restrictions" in this Base Prospectus and all relevant laws, regulations and guidelines or codes issued
by the Authority. Your Distributor, as a person licensed by or registered with the Authority, is required to
assess whether any Notes are a suitable investment for you and explain the features of such Notes and
the risks arising from an investment in such Notes.

When prospective investors apply to purchase any Notes through a Distributor, they may be
charged a handling fee by the Distributor in connection with such subscription. Prospective
investors are advised to contact the Distributors for further details of any such handling fee which may
be levied. The handling fees payable to one Distributor may differ from those payable to another
Distributor.

Prospective investors are advised that arrangements for the purchase by them of any Notes as part of
the initial issue of a Series of Notes (including, without limitation, arrangements regarding the time and
method of payment of the purchase price for the Notes, the amount of the charges to be levied by the
Distributor, the opening and closing period (if any) for placing an order for the Notes and the
arrangements for refund or payment of additional sums) may be as separately agreed between the
prospective investors and the Distributor and may be subject to the Distributor’s terms and conditions
relating to such arrangements. Each Distributor may impose different arrangements relating to the
purchase of the Notes and prospective investors should contact the Distributors for information relating
to such arrangements. It is important that you familiarise yourself with, and ensure that you understand
and accept, the terms and conditions imposed by the Distributors.

The identities and respective contact details of the Distributors for each specific Series of Notes will be
set out in the relevant Pricing Statement.

The relevant Pricing Statement will set out the terms, conditions and procedures for application and
acceptance of the Notes. The relevant Pricing Statement will also include a description of the manner in
which results of the allocation of the Notes being offered are to be made public and where appropriate,
the manner for refunding excess amounts paid by applicants.

Where Notes are to be cleared through CDP

In addition to the information under "General" above, where it is indicated in the relevant Pricing
Statement that the clearing system for the Notes is CDP, you must either (i) open a, or have an
existing, direct securities account with CDP, or (ii) open an investment account with a Distributor who is
a Depository Agent approved by CDP under the Companies Act to maintain securities sub-accounts
and to hold the Notes in such securities sub-accounts for themselves and their clients.



                                                    15
If you wish to open such an investment account with a Distributor, you must arrange to open an
investment account in good time before placing your order.

Please refer to the section on "Settlement, Clearance and Custody – Custody Arrangements" in this
Base Prospectus for important points about opening, and holding your Notes in, an investment account
with a Distributor.

Where Notes are offered to the Dealer

If so agreed between the Issuer and the Dealer, the Issuer may issue a portion of any Series of Notes
from time to time issued by it, to the Dealer. Thereafter, the Dealer may offer such Notes pursuant to
exemptions invoked under Section 274 and/or Section 275 of the SFA at such price and other terms as
the Dealer may deem appropriate (i) to an institutional investor under Section 274 of the SFA, or (ii) to a
relevant person, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the
conditions, specified in Section 275 of the SFA.

In such event, this Base Prospectus and the relevant Pricing Statement or any other document or
material in connection with the offer or sale, or invitation for subscription or purchase of such Notes,
may not be circulated or distributed, nor may such Notes be offered or sold, or be made the subject of
an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other
than (i) to an institutional investor under Section 274 of the SFA, or (ii) to a relevant person, or any
person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions, specified in
Section 275 of the SFA.

Where such Notes are subscribed or purchased under Section 275 of the SFA by a relevant person
which is:

(a)     a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the
        sole business of which is to hold investments and the entire share capital of which is owned by
        one or more individuals, each of whom is an accredited investor; or

(b)     a trust (where the trustee is not an accredited investor) whose sole purpose is to hold
        investments and each beneficiary of the trust is an individual who is an accredited investor,

shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights
and interest (howsoever described) in that trust shall not be transferred within six months after that
corporation or that trust has acquired the Notes pursuant to an offer made under Section 275 of the
SFA except:

(1)     to an institutional investor under Section 274 of the SFA or to a relevant person, or any person
        pursuant to Section 275(1A) of the SFA, and in accordance with the conditions, specified in
        Section 275 of the SFA;

(2)     where no consideration is or will be given for the transfer; or

(3)     where the transfer is by operation of law.




                                                     16
                               MARKET MAKING ARRANGEMENTS

The relevant Pricing Statement will describe the market making arrangements (if any) to be
implemented in connection with an issue of Notes offered in Singapore, including the identity of any
person (the "Market Agent") who will conduct such activities and the extent thereof. You are therefore
advised to read the relevant Pricing Statement for a description of the circumstances (if any) in which
you will be able to sell your Notes, or if applicable purchase further Notes, after the issue date of a
Series or a Tranche of Notes. The market making arrangements (if any) will be conducted by the
Market Agent in compliance with applicable laws and regulations.

Noteholders are advised that these market making arrangements (if any) will be on a best efforts
basis and do not ensure an active trading market for the Notes. There can be no assurance that
the Market Agent will make a market in the Notes, or if it does so, that it will continue to do so.
Accordingly, there can be no assurance that investors or members of the public will have
access to a bid price for the Notes in a principal amount which they may wish to sell.




                                                  17
                                             RISK FACTORS

Prospective investors in Notes should carefully consider, along with the other information set out in this
Base Prospectus and the relevant Pricing Statement, the risk factors highlighted below. In particular,
the Pricing Statement may contain additional risk factors which you should consider prior to making an
investment decision in the relevant Series of Notes. Capitalised terms used in this section which have
not been defined in this Base Prospectus and the relevant Pricing Statement shall have the meanings
given to them in the Terms and Conditions of the Notes.

The information set out herein and in the relevant Pricing Statement is included for the purpose of
enabling prospective investors and their advisers to make an informed assessment of the terms of any
Notes, the general risks of investing in any Notes, and the capacity of the Issuer to fulfil its obligations
under such Notes. The risk factors set out in this document and in the Pricing Statement cannot
disclose or foresee all risks of investing in Notes. Investors should not rely on the information set out
herein as the sole basis for any investment decision in relation to any Notes but should seek
appropriate and relevant advice concerning the appropriateness of an investment in Notes for their
particular circumstances.

Risks Relating to the Issuer, the Guarantor and other Transaction Parties

The Issuer is a Special Purpose Company

The Issuer's sole business is the raising of money by issuing Notes under the Programme, the entering
into of related derivatives and other contracts, and the lending or advancing of moneys to the Group. As
such, the Issuer has, and will have, no assets other than its issued and paid-up share capital, its rights,
title and interest under the said related derivatives and other contracts, the rights to repayment of
monies lent or advanced to the Group and interest payments (if any), payable under the loans or
advances to the Group.

No Regulation of the Issuer by any Regulatory Authority

The Issuer is not required to be licensed, registered or authorised under any current securities,
commodities or banking laws of its jurisdiction of incorporation and will operate without supervision by
any authority in any jurisdiction. There is no assurance, however, that regulatory authorities in one or
more jurisdictions would not take a contrary view regarding the applicability of any such laws to the
Issuer. The taking of a contrary view by such regulatory authority could have an adverse impact on the
Issuer or the holders of the Notes.

Creditworthiness of the Issuer and the Guarantor

The Notes constitute general and unsecured contractual obligations of the Issuer and (to the extent of
the Guarantee) the Guarantor only, which will rank equally with all other unsecured contractual
obligations of the Issuer and the Guarantor, respectively, and behind preferred liabilities, including
those mandatorily preferred by law. If you purchase the Notes, you are relying upon the
creditworthiness of the Issuer and the Guarantor and no other person.

The Guarantor is a holding company incorporated for the purpose of holding investments both in
Singapore and abroad. The Issuer may rely on funding and credit support from the Guarantor, and the
Guarantor will rely on its investment income, including dividends and distributions from its subsidiaries,
associated companies and investee companies and proceeds from divestments, to meet their
respective obligations, including obligations under the Notes and the Guarantee. The ability of the
Guarantor's subsidiaries, associated companies and investee companies to pay dividends and other
distributions and, to the extent that the Guarantor relies on dividends and distributions to meet its
obligations, the ability of the Guarantor to make payments, are subject to applicable laws and
regulations (contractual or otherwise) on the payment of dividends and distributions contained in
relevant financing or other agreements of such companies.



                                                    18
The Notes and the Guarantee contain no covenants that prohibit the Guarantor's subsidiaries,
associated companies and investee companies from entering into agreements which may restrict their
ability to pay dividends and distributions to the Guarantor.

Payments on the Notes and the Guarantee are subordinated to all and any existing and future liabilities
and obligations of each of the Guarantor's subsidiaries (other than the Issuer), associated companies
and investee companies. Claims of creditors of such companies will have priority as to the assets of
such companies over the Guarantor and its creditors, including holders of the Notes seeking to enforce
the Guarantee. The Trust Deed does not contain any restrictions on the ability of the Issuer, the
Guarantor or its subsidiaries, associated companies and investee companies to incur additional
indebtedness.

No Reliance

None of the Issuer, the Guarantor, the Arranger or the Dealers is acting as an investment adviser, or
assumes any fiduciary obligation, to any investor or purchaser of Notes. Each prospective investor must
determine, based on its own review and such professional advice (including, without limitation, tax,
accounting, credit, legal and regulatory advice) as it deems appropriate under the circumstances, that
its acquisition and holding of Notes (i) is fully consistent with its (or if it is acquiring Notes in a fiduciary
capacity, the beneficiary’s) financial needs, objectives and condition, (ii) complies and is fully consistent
with all investment policies, guidelines and restrictions applicable to it (whether acquiring such Notes as
principal or in a fiduciary capacity), and (iii) is a fit, proper and suitable investment for it (or if it is
acquiring such Notes in a fiduciary capacity, for the beneficiary), notwithstanding the clear and
substantial risks inherent in investing in or holding such Notes.

A prospective investor may not rely on the Issuer, the Guarantor or the Arranger in connection with its
determination as to the legality of an acquisition of Notes by such prospective investor or as to the other
matters referred to above.

Risks Relating to the Notes

General Risk Warning

The Notes are not conventional debt securities as they are linked to the performance of an underlying
asset or basket of assets, including reference assets such as shares (equities), equity indices, credit
or debt obligations, an index or indices, foreign exchange rates, commodities and interest rates.
Potential investors should therefore understand that the payment amount, whether in respect of
principal, interest or any other sum payable under the Notes, will be dependent upon the performance
of the underlying asset or basket of assets and may, in certain circumstances, be zero.

Suitability of the Notes

The purchase of the Notes involves certain risks including market risk, credit risk and liquidity risk.
Investors should ensure that they understand the nature of all these risks before making a decision to
invest in the Notes. This Base Prospectus and the relevant Pricing Statement are not and do not
purport to be investment advice. You should conduct such independent investigation and analysis
regarding the Notes as you deem appropriate. You should make an investment only after you have
determined that such investment is suitable for your financial investment objectives and should consider
carefully whether the Notes are suitable for you in light of your experience, objectives, financial position
and other relevant circumstances.

Risk of Fluctuations in Value of the Notes

Structured products such as the Notes can be volatile instruments and may be subject to considerable
fluctuations in value and other risks inherent in investing in securities and there can be no assurance
that any appreciation in value will occur or that capital value will be preserved. The price of the Notes
may fall in value as rapidly as it may rise due to factors including (but not limited to) variations in the

                                                       19
frequency and magnitude of the changes in the price of any securities, commodities or any derivative
instruments that may underlie the Notes or in the level of any index to which the Notes relate, dividends
and interest rates, and the creditworthiness of the reference entities.

Repayment of principal amount not guaranteed, whether on maturity or otherwise

If Notes are repurchased or redeemed before the maturity date, the principal amount of (or your
investment in) the Notes may not be protected. If you hold Notes until the maturity date specified in the
relevant Pricing Statement, you will receive an amount equivalent to the redemption amount or
equivalent specified in the relevant Pricing Statement, which amount may be less than your original
investment amount. In each case, there is no guarantee that the amount that you will receive will be
equal to your original investment amount.

Exposure to Exchange Rate Risks

You may be exposed to exchange rate risks where Notes are denominated in one currency (the "base
currency") and the underlying reference assets are denominated in, or the basis upon which the
repayment of the principal amount of Notes or the basis upon which any interest or other returns on
Notes are calculated in, one or more different currencies). Depending on the performance of these
other currencies against the base currency, the market value of Notes will be affected if Notes are sold
back to the Issuer before the maturity date of Notes. If such currencies weaken against the base
currency, the market value of Notes is likely to decrease and vice versa.

Physical Settlement of Notes

The relevant Pricing Statement may provide that the Issuer may, at its election or otherwise as provided
in the relevant Pricing Statement, physically settle its payment obligations under the Notes. When such
Notes are physically settled, the Issuer will not pay you cash in discharge of its payment obligations,
whether in respect of principal, interest or otherwise, under the Notes but will deliver to you the
underlying assets, which may, for example, be shares (or any other form of securities) or bonds (or any
other form of debt securities) specified in the relevant Pricing Statement.

There is no guarantee that there will be any market or liquidity in relation to such assets or if you would
be able to dispose or realise such underlying assets for an amount equivalent to the payment
obligations of the Issuer under such Notes. Therefore, if the Issuer physically settles any of its payment
obligations under such Notes, you may upon realisation of such underlying assets receive less cash
than if the Issuer had settled its payment obligations under such Notes in cash.

Modifications and Waivers

The Terms and Conditions of the Notes contain provisions for calling meetings of Noteholders of the
relevant Series to consider matters affecting their interests generally. These provisions permit defined
majorities to bind all Noteholders of the relevant Series including Noteholders who did not attend and
vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority.

Risks relating to liquidity

Market, Liquidity and Yield Considerations

You should be prepared to hold Notes until the relevant maturity date specified in the relevant Pricing
Statement. Notes may not have an established trading market when issued. There can be no assurance
of a secondary market for Notes or the liquidity of such a market if one develops. Notes could be traded in
the secondary market at prices that may be higher or lower than the initial subscription price or purchase
price depending on many factors, including prevailing interest rates and prevailing interest rates
expectations, the Issuer’s and/or the Guarantor's perceived credit quality and the market for any similar
securities. Consequently, you may not be able to sell your Notes readily or at prices that will enable you to
realise a yield comparable to that of similar instruments (if any) with a developed secondary market.

                                                     20
Market Making Arrangements

The Notes may not be listed on any securities exchange and accordingly, an investor may not have the
option to buy or sell any Notes through a securities exchange platform. There may or may not be
market making arrangements implemented by the Market Agent in connection with an issue of Notes. In
any case, such market making arrangements (if any) will be on a best efforts basis and do not ensure
an active trading market for the Notes. There can be no assurance that the Market Agent will make a
market in the Notes, or if it does so, that it will continue to do so. Accordingly, there can be no
assurance that investors or members of the public will have access to a bid price for the Notes in a
principal amount which they may wish to sell.

Risk of Extension of the Maturity Date

Investors should note that the investment tenure in Notes may be extended in the event the maturity
date of Notes, as specified in the relevant Pricing Statement, is deferred. In such event, the payment of
the redemption amount of Notes may be delayed beyond the maturity date of such Notes initially
specified in the relevant Pricing Statement. If applicable, the circumstances in which the maturity date
of Notes may be extended will be specified in the relevant Pricing Statement.

Other Risks

Risks relating to the Swap Agreements

If a Swap Agreement is entered into in connection with a Series of Notes and if terminated by the Issuer
or the Swap Provider in whole or in part, the Notes of such Series may be redeemed in whole or, in
certain circumstances, in part. Derivative contracts (such as the Swap Agreement in respect of such
Series) have special risks associated with them, including possible default by the counterparty to the
transaction(s) (which make up the derivative contract) which could result in the early termination of the
derivative contract. Also, the value of a transaction can be volatile and in the case of an early
termination of any derivative contract (including the Swap Agreement in respect of such Series), the
value of the transactions terminated could result in significant losses to the Issuer, which in turn may
have an impact on the return on Notes of such Series.

Structured derivative transactions can be illiquid transactions and consequently, it may be difficult for
the Issuer to find replacement counterparties who will pay the market value of the related derivative
transaction, which in turn may affect the income attributable to such Series of Notes and the Issuer’s
ability to satisfy its payment obligations to the Noteholders in respect of such Series of Notes.

Risks relating to settlement

Upon purchasing the Notes, the investor assumes the settlement risks relating to the Issuer or the
Distributor failing to settle the Notes on the relevant Issue Date, and unless otherwise stated in the
relevant Pricing Statement:

(a)     in the event that the Issuer fails to issue the Notes, the Distributor will credit the investment
        amount paid by the investor to the investor's investment account, without liability for any
        interest or further payment to the investor;

(b)     in the event that the Distributor fails to pay the investment amount to the Issuer, the investor will
        not be issued the Notes and will not have any recourse to the Issuer, the Guarantor or the
        Arranger, but only to the Distributor;

(c)     investors should be aware that upon placing an order for the subscription of Notes, the
        investor's investment account may be debited the investment amount (and any applicable fees
        and charges) and the date of debiting of funds may be on a date that is earlier than the
        applicable settlement date. By agreeing to invest in the Notes, investors acknowledge that the
        Issuer, the Guarantor and the Arranger shall not be liable to the investor for any interest or

                                                    21
        other compensation for such authorised debits from an investor's investment account; and

(d)     with respect to any early redemption or at maturity, funds accruing to the investor will be
        credited to the investor's investment account only after actual receipt and processing of cleared
        funds by the Distributor from the Issuer. This process may result in a payment to the investor on
        a date subsequent to any stated early redemption or maturity date. The Issuer, the Guarantor,
        the Arranger and their agents shall not be liable to the investor for any interest or other
        compensation in the event of any delayed payment or credit to the investor's investment
        account.

Return on an investment in Notes will be affected by charges incurred by investors

The Pricing Statement in respect of an issue of Notes will describe the payments which may be made
under the relevant Notes. However, your total return on an investment in any Notes may also be
affected by fees charged by a Distributor or otherwise. Fees may be charged by a Distributor for,
amongst other things, the opening and operation of an investment account, transfers of Notes, custody
services and on payments of interest and principal. You are therefore advised to consult with your
Distributor to ascertain the basis on which fees will be charged by the Distributor on your Notes.

Deemed Notice of the Provisions of the Transaction Documents

The descriptions of the Transaction Documents contained in this Base Prospectus (including the
descriptions set out in the section on "Description of Selected Transaction Documents") are summaries
only and Noteholders are deemed to have notice of the provisions of such documents. The descriptions
herein are qualified in their entirety by reference to the provisions of the relevant Pricing Statement and
the legal documentation relevant to the issue of a particular Series of Notes, details in respect of which
will be provided in the relevant Pricing Statement. The full text of these documents is or, as the case
may be, will be available for inspection as set out under the section on "General and Statutory
Information" in this Base Prospectus.

Base Prospectus to be read together with the relevant Pricing Statement; descriptions of the
Programme and the Notes are summaries only

Notes will be offered from time to time under the Programme on the basis of the information set out in
this Base Prospectus (and any supplementary or replacement Base Prospectus), read together with the
relevant Pricing Statement to be issued by the Issuer in connection with the issue of the relevant Series
of Notes. You will have to read the relevant Pricing Statement together with this Base Prospectus to
obtain full details regarding an investment in the relevant Series of Notes.

The descriptions of the Programme and Notes included in this Base Prospectus and the relevant
Pricing Statement are summaries only. The full terms and conditions of the Notes can be reviewed by
reading together the following: (i) the terms and conditions as set out in full in the section on "Terms
and Conditions of the Notes" in this Base Prospectus which (subject to the relevant Pricing
Supplement) constitutes the basis of all Notes to be offered under the Programme, and (ii) the relevant
Pricing Supplement which is set out in the relevant Pricing Statement. The relevant Pricing Supplement
applies and/or disapplies, supplements and/or amends the terms and conditions of the Notes in the
manner required to reflect the particular terms and conditions applicable to the relevant Series of Notes
(or Tranche thereof).

Copies of the legal documentation relating to this Programme are available for inspection as described
under the section on "General and Statutory Information" in this Base Prospectus. As and when any
Series of Notes (or Tranche thereof) is issued, copies of the relevant Pricing Supplement and the
relevant Pricing Statement, if issued, will be available for inspection in the manner and form set out in
the relevant Pricing Statement.




                                                    22
Consequences of Non-availability of Definitive Notes in respect of Notes

Unless otherwise specified in the relevant Pricing Statement, each Series of Notes will be in the form of
one or more Global Notes, and definitive Notes in respect of Notes will only be issued in very limited
circumstances. Individual Noteholders must hold their Notes in (1) a direct securities account with CDP
or a securities sub-account with a Depository Agent or (2) an investment account with an accountholder
at an authorised depositary common to Euroclear or Clearstream, Luxembourg, depending on which
clearing system the relevant Series of Notes are cleared through. For the purpose of the initial
allocation of the Notes, you must already have, or must open, (1) a direct securities account with CDP,
(2) an investment account with any of the Distributors who are also Depository Agents, or (3) you must
already have access to trading facilities at Euroclear or Clearstream, Luxembourg through other means.
See the sections on "Subscription Procedures" and "Settlement, Clearance and Custody" in this Base
Prospectus for further details. Your ability to pledge your interest in any Notes held by you to any
person who is not an accountholder at Euroclear, Clearstream, Luxembourg and/or CDP, or otherwise
to take action in respect of your interest, may be affected by the lack of any definitive Notes in respect
of Notes.

The standard terms and conditions of the investment account of any of the Distributors may permit it to
take a security interest in, or to impose other restrictions on, Notes credited to the account or to
exercise a lien, right of set off or similar claim against you in respect of monies held in any of your
accounts maintained with the Distributor to secure any amounts which may be owing by you to it.

For so long as any Notes are represented by a Global Note held through a Clearing System, and for the
purposes of payments and delivery of notices required to be made by the Issuer to Noteholders, the
Distributors, which are participants of the Clearing System, will be treated as the Noteholder. Therefore,
for so long as any Notes are represented by a Global Note held through a Clearing System, notices that
are required to be given to Noteholders may be given by delivering them via the relevant Clearing
System or otherwise to the participants of such Clearing System. Any notice so delivered shall be
deemed to have been duly given to Noteholders. You will have to rely on the relevant Distributor to
distribute notices to you which it receives through the Clearing System or by other means from the
Issuer or the Trustee. The Issuer, the Guarantor, the Arranger, the Trustee, the Dealers and the Issuing
and Paying Agent accept no responsibility for any failure or delay on the part of a Distributor in doing
so.

You may also have to rely on the relevant Distributor to credit your account with payments credited to it
through the Clearing System or by other means from the Issuer or the Trustee. As a result of having to
rely on the relevant Distributor in these circumstances, you will be exposed to the credit risks and other
default risks of the relevant Distributor. The Issuer, the Guarantor, the Arranger, the Trustee, the
Dealers and the Issuing and Paying Agent accept no responsibility for any failure or delay on the part of
a Distributor in doing so.

Please refer to the section on "Form of the Notes" in this Base Prospectus for further details on the
circumstances under which the Global Notes may be exchanged for definitive Notes.

No right to proceed directly against the Issuer and/or the Guarantor

Only the Trustee may enforce the rights of the Noteholders under the Notes. Noteholders shall not be
entitled to proceed directly against the Issuer and/or the Guarantor to enforce the performance of any of
the provisions of the Notes unless the Trustee, having become bound to take proceedings, fails or
neglects to do so within a reasonable period and such failure or neglect is continuing. In addition,
investors who hold their Notes in investment accounts with Distributors will need to rely upon their
Distributor (as the Noteholder) to contact the Trustee to take action against the Issuer and/or the
Guarantor on their behalf. The terms of business of one Distributor or broker to another may be very
different and prospective investors are advised to read carefully the terms of business of their
Distributor and to ensure they understand the circumstances in which they may rely upon their
Distributor to act on their behalf.



                                                   23
The term "principal" when used in respect of Notes may not refer to the initial amount invested by
investors

The "principal" amount of a Note may not be equal to the initial amount invested by an investor in the
Note. For example, a reference to the "principal" amount of a Note may be a reference to the
redemption amount of that Note which could be less than the investor's initial investment. Please see
Condition 5(g) of the Terms and Conditions of the Notes set out in the section on "Terms and
Conditions of the Notes" in this Base Prospectus for further details on references to principal in respect
of Notes.

Potential and Actual Conflicts of Interests

Société Générale, Singapore Branch and any of its subsidiaries and affiliates, in connection with their
other business activities, may from time to time engage in business with or possess or acquire material
information about the reference assets or entities or any other asset or entity on whose condition the
payments on Notes are dependent. Such activities and information may cause consequences adverse
to the investors in Notes. Such actions may include, without limitation, the exercise of voting powers,
the purchase and sale of securities, financial advisory relationships and exercise of creditor rights.
Société Générale, Singapore Branch and any of its subsidiaries and affiliates have no obligation to
disclose such information about any such asset or entity. Société Générale, Singapore Branch, its
subsidiaries and affiliates and its or their respective officers and directors may engage in any such
activities without regard to Noteholders or the effect that such activities may directly or indirectly have
on Noteholders.

Potential investors should seek such independent advice as they deem appropriate to evaluate the risk
of these potential conflicts of interests.

Tax consequences of holding the Notes

You should consider the tax consequences of investing in the Notes and consult your tax adviser about
your own tax situation.

Change of law

The Terms and Conditions of each Series of Notes are governed by Singapore law in effect as at the
date of issuance of such Series of Notes. No assurance can be given as to the impact of any possible
judicial decision or change to Singapore law or administrative practice in Singapore after the date of
issuance of such Notes.




                                                    24
                                         FORM OF THE NOTES

Notes of each Series will be in either bearer form, with or without interest coupons attached, or
registered form, without interest coupons attached. Both Bearer Notes and Registered Notes will be
issued outside the United States in reliance on Regulation S under the Securities Act ("Regulation S").
Bearer Notes are not exchangeable for Registered Notes.

Bearer Notes

Each Tranche of Bearer Notes will be initially issued in the form of either a Temporary Global Note or a
Permanent Global Note as indicated in the relevant Pricing Supplement, which, in either case, will be
delivered on or prior to the original issue date of the Tranche to a common depositary or any other
depositary for Euroclear and Clearstream, Luxembourg and/or to the CDP. Whilst any Bearer Note is
represented by a Temporary Global Note, no payments shall be made on the Temporary Global Note
prior to the Temporary Global Note Exchange Date (as defined below) in respect of Notes represented
by the Temporary Global Note unless the Issuing and Paying Agent shall have received, prior to the
date of each such payment, certification of non-U.S. beneficial ownership by a common depositary for
Euroclear or Clearstream, Luxembourg or CDP to the effect that Euroclear or Clearstream, Luxembourg
or CDP has received a like certificate.

On or after the Temporary Global Note Exchange Date (as defined below), interests in such Temporary
Global Note will be exchangeable (free of charge) either for (i) interests in a Permanent Global Note of
the same Series or (ii) for definitive Bearer Notes of the same Series, as stated in the relevant Pricing
Statement and/or the relevant Pricing Supplement, in each case against certification of beneficial
ownership as described above unless such certification has already been given, provided that
purchasers in the United States and certain U.S. persons will not be able to receive definitive Bearer
Notes. The holder of a Temporary Global Note will not be entitled to collect any payment of interest,
principal or other amount due on or after the Temporary Global Note Exchange Date unless, upon due
certification, exchange of the Temporary Global Note for an interest in a Permanent Global Note or for
definitive Bearer Notes is improperly withheld or refused.

"Temporary Global Note Exchange Date" means a day falling not less than 40 days from the issue
date of the Notes after the day on which the notice in writing has been given to the Issuing and Paying
Agent by Euroclear or Clearstream, Luxembourg or CDP acting on behalf of an accountholder requiring
exchange and on which commercial banks are open for business in Singapore.

Payments of principal, interest (if any) or any other amounts on a Permanent Global Note will be made
through Euroclear and/or Clearstream, Luxembourg and/or CDP against presentation or surrender (as
the case may be) of the Permanent Global Note without any requirement for certification.

Each Permanent Global Note will be exchangeable, on or after the Permanent Global Note Exchange
Date (as defined below), in whole (but not in part), free of charge to the holder, for definitive Bearer
Notes (a) if the Permanent Global Note is held by or on behalf of Euroclear, Clearstream, Luxembourg
or any other clearing system other than CDP and any such clearing system has been closed for
business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or
has announced an intention permanently to cease business or does in fact do so and no alternative
clearing system is available, or (b) if the Permanent Global Note is held by or on behalf of CDP and (i)
an Event of Default (as defined in Condition 10 of the Terms and Conditions of the Notes) has occurred
and is continuing, (ii) CDP has been closed for business for a continuous period of 14 days (other than
by reason of holiday, statutory or otherwise), (iii) CDP has announced an intention permanently to
cease business and no alternative clearing system is available, or (iv) CDP has notified the Issuer that it
is unable or unwilling to act as depository for the Notes and to continue performing its duties set out in
the Depository Services Agreement and no alternative clearing system is available.

"Permanent Global Note Exchange Date" means a day falling not less than 60 days after the day on
which the notice in writing has been given to the Issuing and Paying Agent by Euroclear or
Clearstream, Luxembourg or CDP acting on behalf of an accountholder requesting exchange and on

                                                    25
which commercial banks are open for business in Singapore and, in the case of exchange pursuant to
(a) as provided in the preceding paragraph, a day on which commercial banks are open for business in
the cities in which Euroclear and Clearstream, Luxembourg or, if relevant, any other clearing system,
are located.

The following legend will appear on all Bearer Notes which have an original maturity of more than 365
days and on all receipts and interest coupons and talons relating to such Notes:

"ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE."

The sections referred to provide that United States holders, with certain exceptions, will not be entitled
to deduct any loss on Bearer Notes, receipts or interest coupons and will not be entitled to capital gains
treatment of any gain on any sale, disposition, redemption or payment of principal in respect of such
Notes, receipts or interest coupons.

Bearer Notes which are represented by a Bearer Global Note will only be transferable in accordance
with the rules and procedures for the time being of Euroclear, Clearstream, Luxembourg and/or CDP,
as the case may be.

Registered Notes

The Registered Notes of each Tranche will initially be represented by a Registered Global Note or by
Registered Notes in definitive form. Prior to expiry of the distribution compliance period (as defined in
Regulation S) applicable to each Tranche of Notes, beneficial interests in a Registered Global Note
may not be offered or sold to, or for the account or benefit of, a U.S. person save as otherwise provided
under applicable U.S. law exemptions and may not be held otherwise than through Euroclear or
Clearstream, Luxembourg or, as the case may be, CDP.

The Registered Global Notes will be deposited with a common depositary or any other depositary for,
and registered in the name of a common nominee or any other nominee of, Euroclear and Clearstream,
Luxembourg and/or, as the case may be, CDP, as specified in the relevant Pricing Statement and/or
the relevant Pricing Supplement. Persons holding beneficial interests in Registered Global Notes will be
entitled, under the circumstances described below, to receive definitive Notes in fully registered form.

Payments of principal, interest and any other amount in respect of the Registered Global Notes will, in
the absence of provision to the contrary, be made to the person shown on the Register as the
registered holder of the Registered Global Notes. None of the Issuer, the Guarantor, the Issuing and
Paying Agent, the Registrar or any other agent will have any responsibility or liability for any aspect of
the records relating to or payments or deliveries made on account of beneficial ownership interests in
the Registered Global Notes or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

Payments of principal, interest or any other amount in respect of the Registered Notes in definitive form
will, in the absence of provision to the contrary, be made to the persons shown on the Register on the
relevant Record Date (as defined in Condition 5(d) of the Terms and Conditions of the Notes)
immediately preceding the due date for payment in the manner provided in that Condition.

Interests in a Registered Global Note will be exchangeable, on or after the Registered Global Note
Exchange Date (as defined below), in whole (but not in part), free of charge to the registered holder, for
Notes in definitive form (a) if the Note is registered in the name of a common nominee or any other
nominee for Euroclear, Clearstream, Luxembourg or any other clearing system other than CDP and any
such clearing system has been closed for business for a continuous period of 14 days (other than by
reason of holiday, statutory or otherwise) or has announced an intention permanently to cease business
or does in fact do so and no alternative clearing system is available, or (b) if the Note is registered in
the name of CDP or its nominee(s) and (i) an Event of Default (as defined in Condition 10 of the Terms

                                                   26
and Conditions of the Notes) has occurred and is continuing, (ii) CDP has been closed for business for
a continuous period of 14 days (other than by reason of holiday, statutory or otherwise), (iii) CDP has
announced an intention permanently to cease business and no alternative clearing system is available,
or (iv) CDP has notified the Issuer that it is unable or unwilling to act as depository for the Notes and to
continue performing its duties set out in the Depository Services Agreement and no alternative clearing
system is available.

"Registered Global Note Exchange Date" means a day falling not less than 60 days after the day on
which the notice requiring exchange has been given and on which commercial banks are open for
business in Singapore and, in the case of exchange pursuant to (a) as provided in the preceding
paragraph, a day on which commercial banks are open for business in the cities in which Euroclear and
Clearstream, Luxembourg or, if relevant, any other clearing system, are located.

Transfers of Interests in Global Notes

Interests in a Global Note may, subject to compliance with all applicable restrictions, be transferred to a
person who wishes to hold such interest in such Global Note. No beneficial owner of an interest in such
Global Note will be able to transfer such interest, except in accordance with the applicable procedures
of Euroclear and Clearstream, Luxembourg and/or, as the case may be, CDP, in each case to the
extent applicable.

General

The following information applies to both Bearer Notes and Registered Notes.

For so long as any of the Notes is represented by a Global Note held on behalf of Euroclear and/or
Clearstream, Luxembourg or, as the case may be, CDP, each person (other than Euroclear or
Clearstream, Luxembourg or, as the case may be, CDP) who is for the time being shown in the records
of Euroclear or of Clearstream, Luxembourg or, as the case may be, CDP as the holder of a particular
nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear
or Clearstream, Luxembourg or, as the case may be, CDP as to the nominal amount of such Notes
standing to the account of any person shall be conclusive and binding for all purposes save in the case
of manifest error) shall be deemed to be, and shall be treated by the Issuer and its agents, the
Guarantor and the Trustee as, the holder of such nominal amount of such Notes for all purposes other
than with respect to the payment of principal or interest on such nominal amount of such Notes, for
which purpose the bearer of the relevant Bearer Global Note or the registered holder of the relevant
Registered Global Note, as the case may be, shall be treated by the Issuer and its agents, the
Guarantor and the Trustee as the holder of such nominal amount of such Notes in accordance with and
subject to the terms of the relevant Global Note and the expressions "Noteholder" and "holder of Notes"
and related expressions shall be construed accordingly.

Any reference in this Base Prospectus to Euroclear and/or Clearstream, Luxembourg and/or CDP shall,
whenever the context so permits, be deemed to include a reference to any additional or alternative
Clearing System specified in the relevant Pricing Statement and/or the relevant Pricing Supplement.




                                                    27
                             TERMS AND CONDITIONS OF THE NOTES

The following are the terms and conditions of the Notes which will be incorporated by reference into
each Global Note and each definitive Note. The relevant Pricing Supplement in relation to any Tranche
of Notes may specify other terms and conditions which shall, to the extent so specified or to the extent
inconsistent with the following terms and conditions, replace or modify the following terms and
conditions for the purpose of such Notes. The relevant Pricing Supplement (or the relevant provisions
thereof) will be endorsed upon, or attached to, each Global Note and definitive Note. A copy of the
relevant Pricing Supplement shall also be annexed to and/or form part of the Pricing Statement. The
relevant Pricing Supplements will include the definitions of certain terms used in the following terms and
conditions and/or will specify which of such terms are to apply in relation to the relevant Notes. Unless
otherwise stated or the context so admits, references in the terms and conditions to "Notes" are to the
Notes of one Series only, not to all Notes that may be issued under the Programme, details of the
relevant Series being shown on the face of the relevant Notes and in the relevant Pricing Supplement.

The Notes are constituted by a trust deed dated 6 October 2006 (as amended, supplemented and/or
restated from time to time, the "Trust Deed") and made between Keppel Structured Notes Pte. Limited
(the "Issuer"), Keppel Corporation Limited (the "Guarantor") and RBC Dexia Trust Services Singapore
Limited (the "Trustee", which expression shall include all persons for the time being the trustee or
trustees under the Trust Deed) and, where applicable, are issued with the benefit of a deed of covenant
relating to the Notes to be executed by the Issuer (as amended, supplemented and/or restated from
time to time, the "Deed of Covenant"). These Terms and Conditions ("Conditions") include summaries
of, and are subject to, the detailed provisions of the Trust Deed. The Issuer and the Guarantor have
entered into an agency agreement dated 6 October 2006 (as amended, supplemented and/or restated
from time to time, the "Agency Agreement") and made between the Issuer, the Guarantor, the Trustee
as trustee, Société Générale, Singapore Branch as issuing and paying agent (the "Issuing and Paying
Agent", which expression shall include any successor Issuing and Paying Agent) and Société
Générale, Singapore Branch as agent bank (the "Agent Bank", which expression shall include any
additional or successor agent bank). The Issuer may appoint a registrar (the "Registrar", which
expression shall include any successor registrar) and/or one or more transfer agents (each a "Transfer
Agent", which expression shall include any additional or successor transfer agent) under the Agency
Agreement. The Issuing and Paying Agent, together with any additional or successor paying agents,
are hereinafter together referred to as the "Paying Agents". The Issuing and Paying Agent, the
Registrar, the other Paying Agents, the Transfer Agent and the Agent Bank are hereinafter together
referred to as the "Agents".

Interest bearing definitive Bearer Notes (unless otherwise indicated in the relevant Pricing Supplement)
have interest coupons ("Coupons") and, if indicated in the relevant Pricing Supplement, talons for
further Coupons ("Talons") attached on issue. Any reference herein to "Coupons" or "coupons" shall,
unless the context otherwise requires, be deemed to include a reference to Talons or talons. Definitive
Bearer Notes repayable in instalments have receipts ("Receipts") for the payment of the instalments of
principal (other than the final instalment) attached on issue. Registered Notes and Global Notes do not
have Receipts, Coupons or Talons attached on issue.

The Pricing Supplement for this Note (or the relevant provisions thereof) is attached to or endorsed on
this Note and supplements these Conditions and may specify other terms and conditions which shall, to
the extent so specified or to the extent inconsistent with these Conditions, replace or modify these
Conditions for the purposes of this Note. References to the "relevant Pricing Supplement" are to the
Pricing Supplement (or the relevant provisions thereof) attached to or endorsed on this Note.

Subject as provided below, any reference to "Noteholders" or "holders" in relation to any Notes shall
mean (in the case of Bearer Notes) the holders of the Notes and (in the case of Registered Notes) the
persons in whose name the Notes are registered and shall, in relation to any Notes represented by a
Global Note, be construed as provided below. Any reference herein to "Receiptholders" shall mean the
holders of the Receipts and any reference herein to "Couponholders" shall mean the holders of the
Coupons and shall, unless the context otherwise requires, include the holders of the Talons.



                                                   28
As used herein, "Tranche" means Notes which are identical in all respects and "Series" means a
Tranche of Notes together with any further Tranche or Tranches of Notes which are (a) expressed to be
consolidated and form a single series and (b) identical in all respects except for their respective Issue
Dates, Issue Prices, Specified Currencies, Interest Commencement Dates and/or dates of the first
payment of interest.

Copies of the Trust Deed, the Agency Agreement and the relevant Pricing Supplement are available for
inspection during normal business hours at the specified office of each of the Trustee and the Paying
Agents, save that the relevant Pricing Supplement will only be available for inspection by a Noteholder
holding one or more of the relevant Notes and such Noteholder must prior to being allowed inspection
of the relevant Pricing Supplement produce evidence satisfactory to the Trustee or the Paying Agent
(as the case may be) as to its holding of such Note(s) and identity. The Noteholders, the Receiptholders
and the Couponholders are deemed to have notice of, and shall be bound by, all the provisions of the
Trust Deed, the Agency Agreement, the Deed of Covenant and the relevant Pricing Supplement insofar
as they relate to the relevant Notes.

Words and expressions defined in the Trust Deed or used in the relevant Pricing Supplement shall have
the same meanings where used in these Conditions unless the context otherwise requires or unless
otherwise stated. In the event of inconsistency between the Trust Deed and the relevant Pricing
Supplement, the relevant Pricing Supplement will prevail.

1.      Form, Denomination, Title and Transfer

(a)     Form and Denomination

The Notes are in bearer form or in registered form as specified in the relevant Pricing Supplement and,
in the case of definitive Notes, serially numbered in the Specified Currency and the Specified
Denomination(s). Notes of one Specified Denomination may not be exchanged for Notes of another
Specified Denomination and Bearer Notes may not be exchanged for Registered Notes and vice versa.

This Note may be a Fixed Rate Note, a Floating Rate Note, an Interest Rate Linked Note, a Zero
Coupon Note, an Index Linked Note, an Equity Linked Note, a Credit Linked Note, a Currency Linked
Note, a Commodity Linked Note, an Instalment Note or may have a fixed coupon as specified in the
relevant Pricing Supplement, or may be a combination of any of the foregoing, depending upon the
Interest Basis and Redemption/Payment Basis shown in the relevant Pricing Supplement.

The Notes are either Cash Settlement Notes or Physical Settlement Notes, depending upon the
Settlement Basis shown in the relevant Pricing Supplement.

The Notes may be of a particular Tranche within one Series, as specified in the relevant Pricing
Supplement.

Definitive Bearer Notes are issued with Coupons, (if applicable) Talons and (if applicable) Receipts
attached, unless they are Zero Coupon Notes in which case references to Coupons, Couponholders
and Talons in these Conditions are not applicable. References in these Conditions to Receipts,
Coupons and Talons do not apply to any Notes represented by a Global Note or to Registered Notes.

For so long as any Note is represented by a Global Note held by a common depositary or other
depositary on behalf of Euroclear Bank S.A./N.V. as operator of the Euroclear System ("Euroclear"),
Clearstream Banking, société anonyme ("Clearstream, Luxembourg") or The Central Depository (Pte)
Limited ("CDP") or any other additional or alternative clearing system (together, the "Clearing
Systems" and each, a "Clearing System") (as the case may be), each person (other than a Clearing
System in its capacity as an account holder of another Clearing System) who is for the time being
shown in the records of Euroclear, Clearstream, Luxembourg, CDP or such other Clearing System, as
the case may be, as the holder of a particular principal amount of such Notes (in which regard any
certificate or other document issued by Euroclear, Clearstream, Luxembourg, CDP or such other
Clearing System, as the case may be, as to the principal amount of such Notes standing to the account

                                                   29
of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall
be treated by the Issuer, the Guarantor, the Trustee and the Agents as the holder of such principal
amount of such Notes for all purposes other than with respect to the payment of principal or interest (if
any) on such principal amount of such Notes, for which purpose the bearer of the relevant Bearer
Global Note or the registered holder of the relevant Registered Global Note shall be treated by the
Issuer, the Guarantor, the Trustee and the Agents as the holder of such principal amount of such Notes
in accordance with and subject to the terms of the relevant Global Note; and the expressions
"Noteholder" and "holder of Notes" and related expressions shall be construed accordingly.

Notes which are represented by a Global Note held by a common depositary or other depositary on
behalf of Euroclear, Clearstream, Luxembourg, CDP or any other Clearing System, as the case may
be, will be transferable only in accordance with the rules and procedures for the time being of the
relevant Clearing System. References to Euroclear, Clearstream, Luxembourg and/or CDP shall,
whenever the context so permits, be deemed to include a reference to any additional or alternative
Clearing System(s) specified in the relevant Pricing Supplement.

(b)     Transfers of Bearer Notes and Title

Subject as set out above, title to the Bearer Notes, Receipts, Coupons and Talons will pass by delivery.
The bearer of any Bearer Note, Receipt, Coupon or Talon will (except as otherwise required by law or
ordered by a court of competent jurisdiction or an official authority) be treated as the absolute owner
thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or
notice of any previous loss or theft thereof) for all purposes.

Bearer Notes will (as indicated in the relevant Pricing Supplement) either (a) initially be represented by
a temporary Global Note (a "Temporary Global Note"), or (b) be represented by a permanent Global
Note (a "Permanent Global Note"), which will in each case be deposited on the Issue Date with (i) a
common depositary or any other depositary on behalf of Euroclear and/or Clearstream, Luxembourg or
(ii) CDP, subject to any restrictions or conditions which may be applicable (as specified in the relevant
Pricing Supplement). Beneficial interests in a Temporary Global Note will be exchangeable for either
beneficial interests in a Permanent Global Note or definitive Bearer Notes (as specified in the relevant
Pricing Supplement), in each case on or after the date (the "Exchange Date") which is 40 days after
the date on which the Temporary Global Note is issued and upon certification as to non-U.S. beneficial
ownership as required by U.S. Treasury regulations. A Permanent Global Note will (save as indicated in
the Pricing Supplement) be exchangeable in whole (but not in part) for definitive Notes only in those
limited circumstances set out in the Permanent Global Note.

(c)      Transfers of Registered Notes and Title

(i)      Title

Title to the Registered Notes passes only by registration in the register of Noteholders. The holder of
any Registered Note will (except as otherwise required by law) be treated as its absolute owner for all
purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest or
any writing on, or the theft or loss of, the Registered Note) and no person will be liable for so treating
the holder.

In the case of a global note representing Registered Notes (a "Registered Global Note"), such
Registered Global Note will be registered in the name of a common nominee or any other nominee of
Euroclear, Clearstream, Luxembourg or CDP, as the case may be.

(ii)     Transfers of interests in Registered Global Notes

Transfers of beneficial interests in Registered Global Notes will be effected by Euroclear, Clearstream,
Luxembourg or CDP, as the case may be, and, in turn, by other participants and, if appropriate, indirect
participants in such Clearing Systems acting on behalf of beneficial transferors and transferees of such
interests. A beneficial interest in a Registered Global Note will, subject to compliance with all applicable

                                                    30
legal and regulatory restrictions, be transferable for Notes in definitive form or for a beneficial interest in
another Registered Global Note only in the authorised denominations set out in the relevant Pricing
Supplement and only in accordance with the rules and operating procedures for the time being of
Euroclear, Clearstream, Luxembourg or CDP, as the case may be, the terms of the Registered Global
Note and the terms and conditions specified in the Agency Agreement.

(iii)    Transfers of Registered Notes in definitive form

Subject as provided in paragraph (v) below, upon the terms and subject to the conditions set forth in the
Agency Agreement, a Registered Note in definitive form may be transferred in whole or in part (in the
authorised denominations set out in the relevant Pricing Supplement). In order to effect any such
transfer (aa) the holder or holders must (A) surrender the Registered Note for registration of the transfer
of the Registered Note (or the relevant part of the Registered Note) at the specified office of the
Registrar or any Transfer Agent, with the form of transfer thereon duly executed by the holder or
holders thereof or his or their attorney or attorneys duly authorised in writing and (B) complete and
deposit such other certifications as may be required by the Registrar or, as the case may be, the
relevant Transfer Agent and (bb) the Registrar or, as the case may be, the relevant Transfer Agent
must, after reasonable enquiry, be satisfied with the documents of title and the identity of the person
making the request. Any such transfer will be subject to such reasonable regulations as the Issuer and
the Registrar may from time to time prescribe (the initial such regulations being set out in Schedule 2 to
the Agency Agreement). Subject as provided above, the Registrar or, as the case may be, the relevant
Transfer Agent will, within three business days (being for this purpose a day on which banks are open
for business in the city where the specified office of the Registrar or, as the case may be, the relevant
Transfer Agent is located) of the request for transfer being duly made (or such longer period as may be
required to comply with any applicable fiscal or other laws or regulations), authenticate and deliver, or
procure the authentication and delivery of, at its specified office to the transferee or (at the risk of the
transferee) send by uninsured mail, to such address as the transferee may request, a new Registered
Note in definitive form of a like aggregate nominal amount to the Registered Note (or the relevant part
of the Registered Note) transferred. In the case of the transfer of part only of a Registered Note in
definitive form, a new Registered Note in definitive form in respect of the balance of the Registered
Note not transferred will be so authenticated and delivered at the specified office of the Registrar or, as
the case may be, the relevant Transfer Agent or (at the risk of the transferor) sent to the transferor.

(iv)    Registration of transfer upon partial redemption

In the event of a partial redemption of Notes under Condition 6 (Redemption), the Issuer shall not be
required to register the transfer of any Registered Note, or part of a Registered Note, called for partial
redemption.

(v)     Costs of registration

Noteholders will not be required to bear the costs and expenses of effecting any registration of transfer
as provided above, except for any costs or expenses of delivery other than by regular uninsured mail
and except that the Issuer may require the payment of a sum sufficient to cover any stamp duty, tax or
other governmental charge that may be imposed in relation to the registration.

(vi)    Exchanges and transfers of Registered Notes generally

Holders of Registered Notes in definitive form may exchange such Notes for interests in a Registered
Global Note of the same type at any time.

(vii)   Closed Periods

No Noteholder may require the transfer of a Registered Note to be registered (aa) during the period of
15 days ending on the due date for redemption of that Note, (bb) during the period of 15 days prior to
any date on which Notes may be redeemed by the Issuer at its option pursuant to Condition 6(d), (cc)
after any such Note has been called for redemption in whole or in part or (dd) during the period of

                                                      31
seven days ending on (and including) any Record Date (as defined below).

2.      Guarantee and Status

(a)     Guarantee

The Guarantor has unconditionally and irrevocably guaranteed (the "Guarantee") the due payment of
all principal and interest (if any) on the Notes and any other amounts expressed to be payable by the
Issuer under the Trust Deed and the Notes, Receipts and Coupons. The obligations of the Guarantor in
respect of the Guarantee are contained in the Trust Deed.

(b)     Status

The Notes constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer and
rank and will rank pari passu, without any preference among themselves and (save for certain
obligations required to be preferred by law) equally with all other direct, unconditional, unsubordinated
and unsecured obligations of the Issuer, from time to time outstanding.

The Guarantee constitutes direct, unconditional, unsubordinated and unsecured obligations of the
Guarantor and ranks and will rank (save for certain obligations required to be preferred by law) equally
with all other direct, unconditional, unsubordinated and unsecured obligations of the Guarantor, from
time to time outstanding.

3.      Negative Pledge

So long as any of the Notes remains outstanding, each of the Issuer and the Guarantor will not, except
with the prior consent in writing of the Trustee (such consent not to be unreasonably withheld), create
or permit to subsist any mortgage, charge, pledge or other security interest ("Charge") over the whole
or any part of its undertakings, assets, property or revenues, present or future, where such Charge is
given, or is intended to be given, to secure any indebtedness of the Issuer or the Guarantor in respect
of any freely transferable securities of, or guaranteed by, the Issuer or the Guarantor, except for:

(a)     any Charge existing at the date of the Trust Deed and as disclosed to the Trustee (but the
        amount secured by such Charge may not be increased);

(b)     liens or rights of set-off arising in the ordinary course of business of the Issuer or the Guarantor;
        or

(c)     such other Charge as shall be approved by an Extraordinary Resolution (as defined in the Trust
        Deed) of the Noteholders,

or unless, at the same time or prior to such Charge being given, the obligations of the Issuer or, as the
case may be, the Guarantor under the Notes and the Trust Deed (i) are secured equally and rateably
therewith, or (ii) have the benefit of such other security, guarantee, indemnity or other arrangement as
the Trustee in its absolute discretion shall deem to be not materially less beneficial to the Noteholders.

For the purpose of this Condition, the expression "freely transferable securities" means any present
or future indebtedness in the form of, or represented by, bonds, notes, debentures, loan stock or other
debt securities which are for the time being, or are capable of being, quoted, listed or ordinarily dealt in
on any stock exchange, over-the-counter or other organised securities market.

4.       Interest and Other Calculations

(a)     Interest on Fixed Rate Notes

Each Fixed Rate Note bears interest on its outstanding principal amount from (and including) the
Interest Commencement Date at the rate(s) per annum equal to the Rate(s) of Interest. Interest will be
payable in arrear on the Interest Payment Date(s) in each year up to (and including) the Maturity Date.

                                                    32
Except as provided in the relevant Pricing Supplement and in the following sentence, the amount of
interest payable on each Interest Payment Date in respect of the Fixed Interest Period ending on (but
excluding) that date will amount to the Fixed Coupon Amount. Payments of interest on any Interest
Payment Date will, if so specified in the relevant Pricing Supplement, amount to the Broken Amount so
specified.

If interest is required to be calculated for a period other than a Fixed Interest Period, such interest shall
be calculated by applying the Rate of Interest to each Specified Denomination, multiplying such sum by
the applicable Day Count Fraction, and rounding the resulting figure to the nearest sub-unit of the
relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in
accordance with applicable market convention.

In these Conditions:

"Day Count Fraction" means, for the purposes of this Condition 4(a) and unless otherwise specified in
the relevant Pricing Supplement, the number of days in the period from (and including) the most recent
Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant
payment date divided by 365; and

"Fixed Interest Period" means the period from (and including) an Interest Payment Date (or the
Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date.

(b)     Interest on Floating Rate Notes, Index Linked Notes, Equity Linked Notes, Currency
        Linked Notes, Commodity Linked Notes, Interest Rate Linked Notes and Credit Linked
        Notes and Other Calculations in respect of Notes

(i)     Interest Payment Dates

Each Floating Rate Note, Index Linked Note, Equity Linked Note, Currency Linked Note, Commodity
Linked Note, Interest Rate Linked Note and Credit Linked Note bears interest on its outstanding
principal amount from (and including) the Interest Commencement Date and such interest will be
payable in arrear on the Specified Interest Payment Date(s) (each an "Interest Payment Date") in each
year specified in the relevant Pricing Supplement. Notes may also be issued with fixed coupons for any
period, as may be specified in the relevant Pricing Supplement.

Such interest will be payable in respect of each Interest Period (which expression shall, in these
Conditions, mean the period from (and including) an Interest Payment Date (or the Interest
Commencement Date) to (but excluding) the next (or first) Interest Payment Date).

If a Business Day Convention is specified in the relevant Pricing Supplement and (aa) if there is no
numerically corresponding day on the calendar month in which an Interest Payment Date should occur
or (bb) if any Interest Payment Date would otherwise fall on a day which is not a Business Day, then, if
the Business Day Convention specified is:

(1)     the Following Business Day Convention, such Interest Payment Date shall be postponed to the
        next day which is a Business Day; or

(2)     the Modified Following Business Day Convention, such Interest Payment Date shall be
        postponed to the next day which is a Business Day unless it would thereby fall into the next
        calendar month, in which event such Interest Payment Date shall be brought forward to the
        immediately preceding Business Day; or

(3)     the Preceding Business Day Convention, such Interest Payment Date shall be brought forward
        to the immediately preceding Business Day.




                                                     33
In this Condition, "Business Day" means a day which is both:

(A)     a day (other than a Saturday or a Sunday), 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 Singapore and any Additional Business Centre
        specified in the relevant Pricing Supplement; and

(B)     either (aa) where the specified currency is not EUR, a day 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 the principal financial centre of the
        country of the relevant Specified Currency (if other than Singapore), or (bb) where the Specified
        Currency is EUR, a day on which the Trans-European Automated Real-Time Gross Settlement
        Express Transfer system ("TARGET System") is open.

(ii)    Rate of Interest

The Rate of Interest payable from time to time in respect of Floating Rate Notes, Index Linked Notes,
Equity Linked Notes, Currency Linked Notes, Commodity Linked Notes, Interest Rate Linked Notes and
Credit Linked Notes will be determined in the manner specified in the relevant Pricing Supplement.

(iii)   Minimum and/or Maximum Rate of Interest

If the relevant Pricing Supplement specifies a Minimum Rate of Interest for any Interest Period, then, in
the event that the Rate of Interest in respect of such Interest Period determined in accordance with the
provisions of paragraph (ii) above is less than such Minimum Rate of Interest, the Rate of Interest for
such Interest Period shall be such Minimum Rate of Interest.

If the relevant Pricing Supplement specifies a Maximum Rate of Interest for any Interest Period, then, in
the event that the Rate of Interest in respect of such Interest Period determined in accordance with the
provisions of paragraph (ii) above is greater than such Maximum Rate of Interest, the Rate of Interest
for such Interest Period shall be such Maximum Rate of Interest.

(iv)    Determination of Rate of Interest and Interest Amounts and Other Calculations

The Agent Bank will at or as soon as practicable after each time at which these Conditions may require
to be calculated any amount of interest payable (the "Interest Amount"), Instalment Amount or
redemption amount of the Notes, any quotation to be obtained or any determination or calculation to be
made by the Agent Bank, determine the Rate of Interest and calculate the Interest Amounts in respect
of each Specified Denomination of the Notes for the relevant Interest Period and relevant Interest
Payment Date, calculate the Instalment Amount or redemption amount, obtain such quotation and/or
make such determination or calculation, as the case may be. Each Interest Amount shall be calculated
by applying the Rate of Interest to each Specified Denomination, multiplying such sum by the applicable
Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified
Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable
market convention. If the Agent Bank at any material time fails to make any determination or calculation
or take any action that it is required to take pursuant to these Conditions, it shall forthwith notify the
Issuer, the Guarantor, the Trustee and the Issuing and Paying Agent.

For the purposes of this Condition 4(b), "Day Count Fraction" means, in respect of the calculation of
an amount of interest for any Interest Period:

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



                                                   34
(bb)    if "Actual/365 (Fixed)" is specified in the relevant Pricing Supplement, the actual number of
        days in the Interest Period divided by 365;

(cc)    if "Actual/360" is specified in the relevant Pricing Supplement, the actual number of days in the
        Interest Period divided by 360;

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

(ee)    if "30E/360" is specified in the relevant Pricing Supplement, the number of days in the Interest
        Period divided by 360 (the number of days to be calculated on the basis of a year of 360 days
        with 12 30-day months, without regard to the date of the first day or last day of the Interest
        Period unless, in the case of an Interest Period ending on the Maturity Date, the Maturity Date
        is the last day of the month of February, in which case the month of February shall not be
        considered to be lengthened to a 30-day month).

(v)     Notification of Rate of Interest, Interest Amounts and other amounts calculated

The Agent Bank will cause the Rate of Interest and each Interest Amount for each Interest Period and
the relevant Interest Payment Date and, if required to be calculated, any Instalment Amount or
redemption amount, to be notified to any other Agent Bank appointed in respect of the Notes that is to
make a further calculation upon receipt of such information, the Issuing and Paying Agent, the Registrar
(in the case of Registered Notes), the Issuer, the Guarantor, the Trustee, the relevant Clearing System
and (if the rules of such securities exchange so require) any securities exchange on which the Notes
are listed and thereafter notice thereof to be given to the Noteholders in accordance with Condition 16
(Notices) as soon as possible after their determination but in no event later than the fourth Singapore
Business Day thereafter. Each Interest Amount and Interest Payment Date so notified may
subsequently be amended (or appropriate alternative arrangements made with the consent of the
Trustee by way of adjustment) without prior notice in the event of an extension or shortening of the
Interest Period. Any such amendment will be promptly notified to the Noteholders in accordance with
Condition 16 (Notices). If the Notes become due and payable under Condition 10 (Events of Default),
the Rate of Interest and the Interest Amounts payable in respect of the Notes shall continue to be
calculated as previously in accordance with this Condition 4 except that such Rate of Interest and
Interest Amounts need not be published unless the Trustee otherwise requires. The first period in
respect of which interest shall be so calculated shall commence on the expiry of the Interest Period
during which the Notes become so payable. For the purposes of this paragraph, the expression
"Singapore Business Day" means a day (other than a Saturday or a Sunday) on which banks and
foreign exchange markets are open for business in Singapore.

(vi)    Certificates to be final

All certificates, communications, opinions, determinations, calculations, quotations and decisions given,
expressed, made or obtained for the purposes of the provisions of this Condition 4(b) (Interest and
Other Calculations — Interest on Floating Rate Notes, Index Linked Notes, Equity Linked Notes,
Currency Linked Notes, Commodity Linked Notes, Interest Rate Linked Notes and Credit Linked Notes
and Other Calculations in respect of Notes) by the Agent Bank shall (in the absence of wilful default,
bad faith or manifest error) be binding on the Issuer, the Guarantor, the Trustee, the Issuing and Paying
Agent, the Agent Bank, the other Agents and all Noteholders, Receiptholders and Couponholders and
(in the absence as aforesaid) no liability to the Issuer, the Guarantor, the Trustee, the Noteholders, the
Receiptholders or the Couponholders shall attach to the Agent Bank in connection with the exercise or

                                                   35
non-exercise by it of its powers, duties and discretions pursuant to such provisions.

(c)     Accrual of interest

Subject as provided in these Conditions or the relevant Pricing Supplement, each Note (or in the case
of the redemption of part only of a Note, that part only of such Note) will cease to bear interest (if any)
from the date for its redemption unless, upon due presentation thereof, payment of principal is
improperly withheld or refused. In such event, interest will continue to accrue until the date on which all
amounts due in respect of such Note have been paid, Provided that if each such Note is a Credit Linked
Note, each such Note shall cease to bear interest from the Interest Payment Date (or, if none, the
Interest Commencement Date) immediately preceding the Credit Event Determination Date, or if the
Credit Event Determination Date is an Interest Payment Date (or, as the case may be, the Interest
Commencement Date) such Interest Payment Date (or, as the case may be, the Interest
Commencement Date).

5.      Payments

(a)     Method of payment

Subject as provided below:

(i)     payments in a Specified Currency other than EUR will be made by credit or transfer to an
        account in the relevant Specified Currency maintained by the payee with, or, at the option of the
        payee by a cheque or cashier's order in such Specified Currency drawn on, a bank in the
        principal financial centre of the country of such Specified Currency; and

(ii)    payments in EUR will be made by credit or transfer to a EUR account (or any other account to
        which EUR may be credited or transferred) specified by the payee or, at the option of the
        payee, by a EUR denominated cheque.

Payments will be subject in all cases to any fiscal or other laws and regulations applicable thereto in the
place of payment.

(b)     Presentation of definitive Bearer Notes, Receipts and Coupons

Payments of principal in respect of definitive Bearer Notes will (subject as provided below) be made in
the manner provided in paragraph (a) above only against presentation and surrender (or, in the case of
part payment of any sum due, endorsement) of definitive Bearer Notes, and payments of interest (if
any) in respect of definitive Bearer Notes will (subject as provided below) be made as aforesaid only
against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of
the relevant Coupon, in each case at the specified office of any Paying Agent outside the United States
(which expression, as used herein, means the United States of America (including the States and the
District of Columbia, its territories, its possessions and other areas subject to its jurisdiction)).

Payments of instalments of principal (if any) in respect of definitive Bearer Notes, other than the final
instalment, will (subject as provided below) be made in the manner provided in paragraph (a) above
against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of
the relevant Receipt in accordance with the preceding paragraph. Payment of the final instalment will
be made in the manner provided in paragraph (a) above only against presentation and surrender (or, in
the case of part payment of any sum due, endorsement) of definitive Bearer Notes in accordance with
the preceding paragraph. Each Receipt must be presented for payment of the relevant instalment
together with the definitive Bearer Note to which it appertains. Receipts presented without the definitive
Bearer Note to which they appertain do not constitute valid obligations of the Issuer. Upon the date on
which any definitive Bearer Note becomes due and repayable, unmatured Receipts (if any) relating
thereto (whether or not attached) shall become void and no payment shall be made in respect thereof.

Fixed Rate Notes in definitive bearer form (other than Index Linked Notes, Equity Linked Notes,
Currency Linked Notes, Commodity Linked Notes, Interest Rate Linked Notes or Credit Linked Notes)
                                                    36
should be presented for payment together with all unmatured Coupons appertaining thereto (which
expression shall for this purpose include Coupons falling to be issued on exchange of matured Talons),
failing which the amount of any missing unmatured Coupon (or, in the case of payment not being made
in full, the same proportion of the amount of such missing unmatured Coupon as the sum so paid bears
to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted
will be paid in the manner mentioned above against surrender of the relative missing Coupon at any
time before the expiry of five years after the Relevant Date (as defined below) in respect of such
principal (whether or not such Coupon would otherwise have become void under Condition 9
(Prescription)).

Upon any Fixed Rate Note in definitive bearer form becoming due and repayable prior to its Maturity
Date, all unmatured Talons (if any) appertaining thereto will become void and no Coupons will be
issued in respect thereof.

Upon the date on which any Floating Rate Note, Index Linked Note, Equity Linked Note, Currency
Linked Note, Commodity Linked Note, Interest Rate Linked Note or Credit Linked Note in definitive
bearer form becomes due and repayable, unmatured Coupons and Talons (if any) relating thereto
(whether or not attached) shall become void and no payment or, as the case may be, exchange for
Coupons shall be made in respect thereof.

If the due date for redemption of any definitive Bearer Note is not an Interest Payment Date, interest (if
any) accrued in respect of such Note from (and including) the preceding Interest Payment Date or, as
the case may be, the Interest Commencement Date shall be payable only against surrender of the
relevant definitive Bearer Note.

Notwithstanding the foregoing, payments on a Temporary Global Note due prior to the Exchange Date
will only be made upon certification as to non-U.S. beneficial ownership as required by U.S. Treasury
regulations, and no payments due after the Exchange Date will be made on the Temporary Global
Note.

(c)     Payments in respect of Bearer Global Notes

Payments of principal and interest (if any) in respect of Notes represented by any Global Note in bearer
form will (subject as provided below) be made in the manner specified in the relevant Global Note
against presentation or surrender, as the case may be, of such Global Note at the specified office of
any Paying Agent outside the United States. A record of each payment made against presentation or
surrender of any Global Note in bearer form, distinguishing between any payment of principal and any
payment of interest, will be made on such Global Note by the Paying Agent to which it was presented or
surrendered and such record shall be prima facie evidence that the payment in question has been
made.

The holder of a Global Note shall be the only person entitled to receive payments in respect of Notes
represented by such Global Note and the Issuer and the Guarantor will be discharged pro tanto by
payment to, or to the order of, the holder of such Global Note in respect of each amount so paid.

(d)     Payments in respect of Registered Notes

Payments of principal (other than instalments of principal prior to the final instalment) in respect of each
Registered Note (whether or not in global form) will be made against presentation and surrender (or, in
the case of part payment of any sum due, endorsement) of the Registered Note at the specified office
of any of the Paying Agents. Such payments will be made by transfer to the Designated Account (as
defined below) of the holder (or the first named of joint holders) of the Registered Note appearing in the
register of holders of the Registered Notes maintained by the Registrar (the "Register") at the close of
business on the third business day (being for this purpose a day on which banks are open for business
in the city where the specified office of the Registrar is located) before the relevant due date.
Notwithstanding the previous sentence, if a holder does not have a Designated Account, payment will
instead be made by a cheque or cashier's order in the Specified Currency drawn on a Designated Bank

                                                    37
(as defined below).

Payments of interest and payments of instalments of principal (other than the final instalment) in
respect of each Registered Note (whether or not in global form) will be made by a cheque or cashier's
order in the Specified Currency drawn on a Designated Bank and mailed by uninsured mail (at the risk
of the holder) on the business day in the city where the specified office of the Registrar is located
immediately preceding the relevant due date to the holder (or the first named of joint holders) of the
Registered Note appearing in the Register at the close of business on the fifteenth day (whether or not
such fifteenth day is a business day) before the relevant due date (the "Record Date") at his address
shown in the Register on the Record Date and at his risk. Upon application of the holder to the specified
office of the Registrar not less than three business days in the city where the specified office of the
Registrar is located before the due date for any payment of interest in respect of a Registered Note, the
payment may be made by transfer to the Designated Account of the holder (or, in the case of joint
holders, the first named of the joint holders) on the due date in the manner provided in the preceding
paragraph. Any such application for transfer shall be deemed to relate to all future payments of interest
(other than interest due on redemption) and instalments of principal (other than the final instalment) in
respect of the Registered Notes which become payable to the holder who has made the initial
application until such time as the Registrar is notified in writing to the contrary by such holder. Payment
of the interest due in respect of each Registered Note on redemption and the final instalment of
principal will be made in the same manner as payment of the principal amount of such Registered Note.

For these purposes, "Designated Account" means the account maintained by a holder with a
Designated Bank and identified as such in the Register and "Designated Bank" means (in the case of
payment in a Specified Currency other than EUR) a bank in the principal financial centre of the country
of such Specified Currency and (in the case of a payment in EUR) any bank which processes payments
in EUR.

Holders of Registered Notes will not be entitled to any interest or other payment for any delay in
receiving any amount due in respect of any Registered Note as a result of a cheque posted in
accordance with this Condition arriving after the due date for payment or being lost in the post. No
commissions or expenses shall be charged to such holders by the Registrar in respect of any payments
of principal or interest in respect of the Registered Notes.

None of the Issuer, the Guarantor, the Trustee or the Agents will have any responsibility or liability for
any aspect of the records relating to, or payments made on account of, beneficial ownership interests in
the Registered Global Notes or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

(e)     General provisions applicable to payments

Each of the persons shown in the records of Euroclear, Clearstream, Luxembourg or CDP, as the case
may be, as the beneficial holder of a particular principal amount of Notes represented by any Global
Note must look solely to Euroclear, Clearstream, Luxembourg or CDP, as the case may be, for his
share of each payment made by the Issuer and/or the Guarantor (as the case may be) to, or to the
order of, the holder of such Global Note and in relation to all other rights arising under the Global Notes,
subject to and in accordance with the respective rules and procedures of Euroclear, Clearstream,
Luxembourg or, as the case may be, CDP. Such persons shall have no claim directly against the Issuer
or the Guarantor in respect of payments due on the Notes for so long as such Global Note is
outstanding and the obligations of the Issuer and/or the Guarantor (as the case may be) will be
discharged by payment to the holder of such Global Note in respect of each amount so paid.

Every payment of principal or interest in respect of the Notes or any Tranche of Notes to or to the
account of the relevant Paying Agent in the manner provided in the Agency Agreement relating to such
Notes or Tranche of Notes shall operate in satisfaction pro tanto of the relative obligation of the Issuer
and/or the Guarantor in respect of such Notes or Tranche of Notes to pay such principal or interest
except to the extent that there is default in the subsequent payment thereof in accordance with the
Conditions of such Notes or Tranche of Notes to the Noteholders, Receiptholders or Couponholders (as

                                                    38
the case may be) of such Notes or Tranche of Notes.

Notwithstanding the foregoing provisions of this Condition 5 (Payments), if any amount of principal
and/or interest in respect of Bearer Notes is payable in USD, such USD payments of principal and/or
interest in respect of such Notes will be made at the specified office of a Paying Agent in the United
States if:

(i)     the Issuer has appointed Paying Agents with specified offices outside the United States with the
        reasonable expectation that such Paying Agents would be able to make payment in USD at
        such specified offices outside the United States of the full amount of principal and interest on
        the Bearer Notes in the manner provided above when due;

(ii)    payment of the full amount of such principal and interest at all such specified offices outside the
        United States is illegal or effectively precluded by exchange controls or other similar restrictions
        on the full payment or receipt of principal and interest in USD; and

(iii)   such payment is then permitted under United States law without involving, in the opinion of the
        Issuer, adverse tax consequences to the Issuer.

Where Physical Settlement is specified in the relevant Pricing Supplement, the provisions of this
Condition 5 shall be subject to such terms as may be stated in the relevant Pricing Supplement.

(f)     Payment Day

If the date for payment of any amount in respect of any Note, Receipt or Coupon is not a Payment Day,
the holder thereof shall not be entitled to payment until the next following Payment Day in the relevant
place and shall not be entitled to interest or other payment in respect of such delay. For these
purposes, "Payment Day" means any day which (subject to Condition 9 (Prescription)) is:

(i)     a day 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:

        (A)      the relevant place of presentation;

        (B)      Singapore; and

        (C)      any Additional Financial Centre specified in the relevant Pricing Supplement; and

(ii)    either (1) in relation to any sum payable in a Specified Currency other than EUR, a day 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 the
        principal financial centre of the country of the relevant Specified Currency (if other than the
        place of presentation, Singapore and any Additional Financial Centre) or (2) in relation to any
        sum payable in EUR, a day on which the TARGET System is open.

(g)     Interpretation of principal

Any reference in these Conditions to principal in respect of the Notes shall be deemed to include, as
applicable:

(i)     the Final Redemption Amount of the Notes;

(ii)    the Early Redemption Amount of the Notes;

(iii)   the Optional Redemption Amount(s) (if any) of the Notes;

(iv)    in relation to Notes redeemable in instalments, the Instalment Amounts or, as the case may be,

                                                    39
         the outstanding aggregate principal amount;

(v)      in relation to Credit Linked Notes, the Credit Event Redemption Amount;

(vi)     any premium and any other amounts which may be payable by the Issuer under or in respect of
         the Notes;

(vii)    in the case of Notes to which Physical Settlement applies, the Asset Amount; and

(viii)   where Trigger Event has been specified in the relevant Pricing Supplement, the Trigger
         Amount.

6.       Redemption

(a)      Redemption at maturity and by instalments

Unless previously redeemed or purchased and cancelled as specified below, each Note will be
redeemed by the Issuer on the Maturity Date at the Final Redemption Amount or, in the case of
Instalment Notes, at the Instalment Amount due on each Instalment Date (each as specified in the
relevant Pricing Supplement), as specified in the relevant Pricing Supplement or as otherwise specified
in the relevant Pricing Supplement. If specified in the relevant Pricing Supplement, each Note may also
be redeemed by (i) Cash Settlement at its Redemption Amount (in the case of Equity Linked Notes) or
Credit Event Redemption Amount (in the case of Credit Linked Notes) as otherwise specified in, or
determined in the manner specified in, the relevant Pricing Supplement and/or (ii) Physical Settlement
in accordance with the provisions of the relevant Pricing Supplement.

(b)      Redemption due to occurrence of a Trigger Event

Unless previously redeemed or purchased and cancelled, upon the occurrence of a Trigger Event (if
applicable and as set out in the relevant Pricing Supplement), the Issuer shall give notice thereof to the
Noteholders and redeem each Note at the Trigger Amount (if applicable and as set out in the relevant
Pricing Supplement) on the Trigger Event Redemption Date (if applicable and as set out in the relevant
Pricing Supplement) and after making such payment, the Issuer shall have no further obligations in
respect of such Note.

(c)      Redemption for taxation reasons

The Notes may be redeemed at the option of the Issuer in whole, but not in part, on any Interest
Payment Date or, if so specified hereon, at any time, on giving not less than 15 nor more than 30 days’
notice to the Noteholders (which notice shall be irrevocable), at their Early Redemption Amount
(together with interest accrued to the date fixed for redemption), if (i) the Issuer or the Guarantor has or
will become obliged to pay additional amounts as provided or referred to in Condition 8 (Taxation) or
increase the payment of such additional amounts as a result of any change in, or amendment to, the
laws or regulations of Singapore or any political subdivision or any authority thereof or therein having
power to tax, or generally accepted practice of any authority thereof or therein or any change in the
application or official interpretation of such laws or regulations, which change or amendment becomes
effective on or after the Issue Date, and (ii) such obligation cannot be avoided by the Issuer or the
Guarantor (as the case may be) taking reasonable measures available to it, provided that no such
notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer or
the Guarantor (as the case may be) would be obliged to pay such additional amounts were a payment
in respect of the Notes then due. Before the publication of any notice of redemption pursuant to this
paragraph, the Issuer shall deliver to the Issuing and Paying Agent (and with a copy to the Trustee) a
certificate signed by a duly authorised signatory of the Issuer or the Guarantor (as the case may be)
stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts
showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and an
opinion of independent legal or tax advisers of recognised standing to the effect that the Issuer or the
Guarantor (as the case may be) has or will become obliged to pay such additional amounts as a result

                                                    40
of such change or amendment.

(d)     Redemption at the option of the Issuer ("Issuer Call")

If Issuer Call is specified in the relevant Pricing Supplement, the Issuer may, having given not less than
15 nor more than 30 days’ notice (or such other period of notice as may be specified in the relevant
Pricing Supplement) to the Noteholders in accordance with Condition 16 (Notices) (which notice shall
be irrevocable and shall specify the applicable Optional Redemption Date fixed for redemption), redeem
the Notes, in whole or in part, then outstanding by Cash Settlement at their Optional Redemption
Amount and/or by Physical Settlement in accordance with the provisions of the relevant Pricing
Supplement on any Optional Redemption Date specified in, or determined in the manner specified in,
the relevant Pricing Supplement together with interest (if any) accrued to (but excluding) the relevant
Optional Redemption Date. Any such redemption must be of a principal amount not less than the
Minimum Redemption Amount or not more than the Maximum Redemption Amount, in each case as
may be specified in the relevant Pricing Supplement. In the case of a partial redemption of Notes, the
Notes to be redeemed ("Redeemed Notes") will be selected, as indicated in the relevant Pricing
Supplement, either (i) individually by lot, in the case of Redeemed Notes represented by definitive
Notes, or in accordance with the rules of Euroclear, Clearstream, Luxembourg or CDP, as the case
may be, in the case of Redeemed Notes represented by a Global Note, not more than 30 days prior to
the date fixed for redemption (such date of selection being hereinafter called the "Selection Date") or
(ii) (where applicable) in accordance with the order of priorities relating to the repayment of principal of
the Notes. In the case of Redeemed Notes represented by definitive Notes, a list of the serial numbers
of such Redeemed Notes will be published in accordance with Condition 16 (Notices) not less than 15
days (or such other period of notice as may be specified in the relevant Pricing Supplement) prior to the
date fixed for redemption. The aggregate principal amount of Redeemed Notes represented by
definitive Notes or represented by a Global Note shall in each case bear the same proportion to the
aggregate principal amount of all Redeemed Notes as the aggregate principal amount of definitive
Notes outstanding and Notes outstanding represented by such Global Note, respectively, bears to the
aggregate principal amount of the Notes outstanding, in each case on the Selection Date, provided that,
if necessary, appropriate adjustments shall be made to such principal amounts to ensure that each
represents an integral multiple of the Specified Denomination. No exchange of the relevant Global Note
will be permitted during the period from (and including) the Selection Date to (and including) the date
fixed for redemption pursuant to this Condition 6(d) and notice to that effect shall be given by the Issuer
to the Noteholders in accordance with Condition 16 (Notices) at least five days (or such other period of
notice as may be specified in the relevant Pricing Supplement) prior to the Selection Date.

(e)     Redemption at the option of the Noteholders ("Investor Put")

(i)     Investor put

If Investor Put is specified in the relevant Pricing Supplement so that Noteholders have an option to
require the Issuer to redeem the Notes by Cash Settlement and/or Physical Settlement, upon the holder
of any Note giving to the Issuer in accordance with Condition 6(e)(ii) not less than 15 nor more than 30
days’ notice or such other period of notice as is specified in the relevant Pricing Supplement, the Issuer
will redeem, subject to, and in accordance with, the terms specified in the relevant Pricing Supplement,
in whole, such Note on the relevant Optional Redemption Date by Cash Settlement at the Optional
Redemption Amount specified in the relevant Pricing Supplement in respect of such Note, subject as
provided in Condition 6(e)(ii) below. Such payment shall be deemed to include an amount in respect of
interest (if any) accrued on such Note from the Interest Payment Date immediately preceding the
Optional Redemption Date or, if none, the Interest Commencement Date. Registered Notes may be
redeemed under this Condition 6(e) in any multiple of their lowest Specified Denomination.

(ii)    Exercise of put

To exercise the right to require redemption of the Note the holder of the Note must deliver such Note, at
the specified office of any Paying Agent at any time during normal business hours of such Paying Agent
falling within the notice period, accompanied by a duly completed and signed notice of exercise in the

                                                    41
form (for the time being current) obtainable during normal business hours from the specified office of
any Paying Agent (a "Put Notice") and in which the holder must specify (aa) a bank account (or, if
payment is required to be made by cheque, an address) to which payment is to be made under this
Condition 6(e) and, in the case of Registered Notes, the nominal amount thereof to be redeemed and, if
less than the full nominal amount of the Registered Notes so surrendered is to be redeemed, an
address to which a new Registered Note in respect of the balance of such Registered Notes is to be
sent subject to and in accordance with the provisions of Condition 1(c)(iii) (Form, Denomination, Title
and Transfer — Transfers of Registered Notes in definitive form) and/or (bb) all details relating to the
delivery of any assets pursuant to this Condition 6(e) as may be reasonably required by the Issuer. If
this Note is in definitive form, the Put Notice must be accompanied by this Note or evidence satisfactory
to the Paying Agent concerned that this Note will, following delivery of the Put Notice, be held to its
order or under its control. Holders of Notes represented by a Global Note must exercise the right to
require redemption of their Notes by giving notice (including all information required in the applicable
Put Notice) through Euroclear, Clearstream, Luxembourg or CDP, as the case may be, unless the
relevant Clearing System does not permit such notices to be given through it, in which case the notice
shall be given through a Paying Agent.

Any Put Notice given by a holder of any Note pursuant to this paragraph shall be irrevocable except
where prior to the due date of redemption an Event of Default shall have occurred and be continuing in
which event such holder, at its option, may elect by notice to the Issuer in accordance with Condition 16
(Notices) to withdraw the Put Notice.

(iii)   Consequence of exercise of put option

The amount falling due on redemption of any Note redeemed pursuant to paragraph (i) above shall be
subject to deduction for any costs or expenses (including taxes and other charges) which the Issuer
may incur or which may be made against it as a result of or in connection with the redemption of such
Note.

(f)     Redemption Amounts for purposes of Conditions 6(c), (d) and (e)

For the purpose of Conditions 6(c), (d) and (e), the Early Redemption Amount or Optional Redemption
Amount, as the case may be, in respect of each Note will, unless otherwise specified in the relevant
Pricing Supplement, be an amount calculated as follows:

(i)     in the case of Notes with a Final Redemption Amount equal to the Issue Price, at the Final
        Redemption Amount thereof; or

(ii)    in the case of Notes (other than Zero Coupon Notes but including Instalment Notes) with a Final
        Redemption Amount which is or may be less or greater than the Issue Price or which is payable
        in a Specified Currency other than that in which the Notes are denominated, at the amount
        specified in, or determined in the manner specified in, the relevant Pricing Supplement or, if no
        such amount or manner is so specified in the relevant Pricing Supplement, at their outstanding
        principal amount,

together with, in either case, unless otherwise specified in the relevant Pricing Supplement, an amount
in respect of interest (if any) accrued on such Note from and including the immediately preceding
Interest Payment Date or, if none, the Interest Commencement Date to and including the date of
redemption; or

(iii)   in the case of Index Linked Notes, Equity Linked Notes, Currency Linked Notes, Commodity
        Linked Notes, Credit Linked Notes and Interest Rate Linked Notes, as determined in the
        manner specified in the relevant Pricing Supplement; or

(iv)    in the case of Notes which are to be redeemed by Physical Settlement, in the manner specified
        in the relevant Pricing Supplement; or



                                                   42
(v)     in the case of Zero Coupon Notes, at an amount (the Amortised Face Amount) equal to the sum
        of:

        (aa)   the Reference Price (as specified in the relevant Pricing Supplement); and

        (bb)   the product of the Accrual Yield (as specified in the relevant Pricing Supplement)
               (compounded annually) being applied to the Reference Price from (and including) the
               Issue Date to (but excluding) the date fixed for redemption, or such other amount as is
               provided in the relevant Pricing Supplement.

Where such calculation is to be made for a period which is not a whole number of years, it shall be
made on the calculation basis as specified in the relevant Pricing Supplement.

If the Notes become redeemable in accordance with Conditions 6(c), (d) or (e) above, upon payment of
the Early Redemption Amount or Optional Redemption Amount, as the case may be, in respect of each
Note, the Issuer shall have discharged its obligations in respect of such Note and shall have no other
liability or obligation whatsoever in respect thereof. The Early Redemption Amount or Optional
Redemption Amount, as the case may be, will be subject to unwinding or other transaction costs and
may be less than the principal amount and accrued interest in respect of a Note. No such shortfall shall
constitute an Event of Default under Condition 10 (Events of Default).

(g)     Late payment on Zero Coupon Notes

If the amount payable in respect of any Zero Coupon Note upon the redemption of such Zero Coupon
Note, or upon its becoming due and repayable as provided in Condition 10 (Events of Default), is
improperly withheld or refused, the amount due and repayable in respect of such Zero Coupon Note
shall be an amount equal to the sum of:

(i)     the Reference Price (as specified in the relevant Pricing Supplement); and

(ii)    the product of the Accrual Yield (as specified in the relevant Pricing Supplement) (compounded
        annually) being applied to the Reference Price from (and including) the due date to (but
        excluding) the date which is the earlier of:

        (aa)    the date on which all amounts due in respect of such Zero Coupon Note have been
                paid; and

        (bb)    five days after the date on which the full amount of the moneys payable in respect of
                such Zero Coupon Note has been received by the Issuing and Paying Agent and notice
                to that effect has been given to the Noteholders in accordance with Condition 16
                (Notices),

        or such other amount as is provided in the relevant Pricing Supplement.

Where such calculation is to be made for a period which is not a whole number of years, it shall be
made on the calculation basis as specified in the relevant Pricing Supplement.

(h)     Instalments

Unless previously redeemed or purchased and cancelled, each Instalment Note will be redeemed at the
Instalment Amount on each Instalment Date (both as specified in the relevant Pricing Supplement)
whereupon the outstanding aggregate principal amount of such Note shall be reduced for all purposes
by the Instalment Amount. In the case of early redemption, the Early Redemption Amount or Optional
Redemption Amount, as the case may be, will be determined pursuant to Condition 6(f) above and the
Trigger Amount (if applicable) will be determined in accordance with the provisions of the relevant
Pricing Supplement.



                                                  43
(i)     Cancellation

All Notes which are redeemed will forthwith be cancelled (together with all unmatured Receipts,
Coupons and Talons attached thereto or surrendered therewith at the time of redemption). All Notes so
cancelled and the Notes purchased and cancelled pursuant to Condition 7 (Purchase) (together with all
unmatured Receipts, Coupons and Talons cancelled therewith) shall be forwarded to the Issuing and
Paying Agent and cannot be reissued or resold.

(j)     Partial redemption of Notes

In the event of the Notes of any Series being partially redeemed, the Notes to be redeemed (Redeemed
Notes) will be selected, as indicated in the relevant Pricing Supplement, either (i) individually by lot, in
the case of Redeemed Notes represented by definitive Notes, or in accordance with the rules of
Euroclear, Clearstream, Luxembourg or CDP, as the case may be, in the case of Redeemed Notes
represented by a Global Note, not more than 30 days prior to the date fixed for redemption or (ii) (where
applicable) in accordance with the order of priorities relating to the repayment of principal of the Notes.
Any such partial redemption shall not be deemed prejudicial to the interests of any remaining
Noteholders of such Series.

7.      Purchase

If so specified in the relevant Pricing Supplement, the Issuer and the Guarantor may, provided that no
Event of Default has occurred and is continuing, purchase Notes (or any of them) at any time and from
time to time in the open market or otherwise at any price, provided that the Issuer and the Guarantor
shall not purchase any definitive Bearer Note unless it purchases all unmatured Receipts and Coupons
(if any) in respect of such definitive Note. All Notes purchased by the Issuer and the Guarantor pursuant
to this Condition 7 shall be cancelled in accordance with the provisions of Condition 6(i) (Redemption -
Cancellation).

8.      Taxation

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

(a)      presented for payment by or on behalf of a holder who is subject to such taxes, duties,
         assessments or governmental charges by reason of his being connected with Singapore
         otherwise than by reason only of the holding of such Note, Receipt or Coupon or the receipt of
         any sums due in respect of such Note, Receipt or Coupon (including, without limitation, the
         holder being a resident of, or a permanent establishment in, Singapore);

(b)      presented for payment by or on behalf of a holder who could lawfully avoid (but has not so
         avoided) such deduction or withholding by complying or procuring that any third party complies
         with any statutory requirements or by making or procuring that any third party makes a
         declaration of non-residence or other similar claim for exemption to any tax authority in the
         place where the relevant Note, Receipt or Coupon is presented for payment;

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

                                                    44
         implementing or complying with, or introduced in order to conform to, such Directive;

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

(e)      presented for payment more than 30 days after the Relevant Date except to the extent that the
         holder thereof would have been entitled to such additional amounts on presenting the same for
         payment on the last day of such period of 30 days.

As used in these Conditions, "Relevant Date" in respect of any Note, Receipt or Coupon means the
date on which payment in respect thereof first becomes due or (if any amount of the money payable is
improperly withheld or refused) the date on which payment in full of the amount outstanding is made or
(if earlier) the date falling seven days after that on which notice is duly given to the Noteholders in
accordance with Condition 16 (Notices) that, upon further presentation of the Note, Receipt or Coupon
being made in accordance with the Conditions, such payment will be made, provided that payment is in
fact made upon presentation.

9.      Prescription

The Notes (whether in bearer or registered form), Receipts and Coupons will become void unless
presented for payment within a period of five years (in the case of principal) and three years (in the
case of interest) after the Relevant Date therefor.

There shall not be included in any Coupon sheet issued on exchange of a Talon any Coupon the claim
for payment in respect of which would be void pursuant to this Condition 9 or Condition 5(b) (Payments
— Presentation of definitive Bearer Notes, Receipts and Coupons) or any Talon which would be void
pursuant to Condition 5(b) (Payments — Presentation of definitive Bearer Notes, Receipts and
Coupons).

10.     Events of Default

The Trustee at its discretion may, and if so required in writing by the holders of at least 25 per cent. in
principal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution of the
Noteholders, shall (subject in each case to being indemnified to its satisfaction), give notice to the
Issuer that the Notes are, and they shall accordingly forthwith become, immediately due and repayable
at their Early Redemption Amount together with accrued interest to the date of payment if any of the
following events shall occur (each an "Event of Default"):

(a)     the Issuer or the Guarantor fails to pay any amount of principal or interest due in respect of the
        Notes, the Receipts or the Coupons or any of them within 15 days of its due date;

(b)     the Issuer or the Guarantor fails to perform or observe any of its other obligations (other than
        the payment obligation of the Issuer or the Guarantor referred to in paragraph (a)) under the
        Notes or the Trust Deed and such failure results in a material adverse effect on the Issuer or
        the Guarantor and (except in any case where the Trustee considers the failure to be incapable
        of remedy when no continuation as is hereinafter mentioned will be required) the failure
        continues for a period of 30 days after written notice of such default shall have been given to
        the Issuer or the Guarantor by the Trustee;

(c)     (i) any other present or future indebtedness of the Issuer or the Guarantor for or in respect of
        moneys borrowed or raised becomes due and payable prior to its stated maturity by reason of
        any actual default, event of default or the like (howsoever described), (ii) any such
        indebtedness is not paid when due or, as the case may be, within any applicable grace period,
        or (iii) the Issuer or the Guarantor fails to pay when due (after the expiration of any applicable
        grace period) any amount payable by it under any present or future guarantee for, or indemnity
        in respect of, any moneys borrowed or raised, provided that the aggregate amount of the

                                                    45
        relevant indebtedness, guarantees and indemnities in respect of which one or more of the
        events mentioned above in this paragraph (c) has occurred equals or exceeds S$80,000,000 or
        its equivalent in other currencies;

(d)     a distress, attachment, execution or other legal process is levied or enforced or sued out upon
        or against all or a material part of the property, assets or revenues of the Issuer or the
        Guarantor, which has a material adverse effect on the Issuer or the Guarantor, and is not
        discharged or stayed within 30 days of having been so levied, enforced or sued out;

(e)     (i) the Issuer or the Guarantor becomes insolvent or is unable to pay its debts as and when they
        fall due, or stops or suspends or threatens to stop or suspend payment of all or a material part
        of (or a particular type of) its indebtedness (other than those contested in good faith and by
        appropriate proceedings), (ii) the Issuer or the Guarantor begins negotiations for the deferral,
        rescheduling or other readjustment of all or a material part of (or a particular type of) its
        indebtedness (or of all or a material part which it will or might otherwise be unable to pay when
        due), (iii) the Issuer or the Guarantor proposes or makes a general assignment or an
        arrangement or composition with or for the benefit of the relevant creditors in respect of any
        such indebtedness or (iv) a moratorium is agreed or declared in respect of or affecting all or a
        material part of (or a particular type of) the indebtedness of the Issuer or the Guarantor, (in the
        case of sub-paragraphs (i) to (iv)) other than any such event the terms of which have been
        previously approved by the holders of the Notes by way of an Extraordinary Resolution and (in
        the case of sub-paragraphs (ii) to (iv) only) other than any such event which does not have a
        material adverse effect on the Issuer or the Guarantor;

(f)     an order is made or an effective resolution is passed for the winding-up of the Issuer or the
        Guarantor (except for the purpose of and followed by a reconstruction, amalgamation, merger
        or consolidation on such terms as approved by the Trustee before such order is made or such
        resolution is passed) or a liquidator (including a provisional liquidator), receiver, judicial
        manager, trustee, administrator, agent or similar officer of the Issuer or the Guarantor or over
        all or a material part of the assets of the Issuer or the Guarantor is appointed;

(g)     it is or will become unlawful for the Issuer or the Guarantor to perform or comply with any one
        or more of its payment or other material obligations under the Trust Deed or any of the Notes;

(h)     the Trust Deed or any of the Notes ceases for any reason (or is claimed by the Issuer or the
        Guarantor not) to be legal and valid obligations of the Issuer or the Guarantor, binding upon it in
        accordance with its terms;

(i)     a moratorium is agreed or declared in respect of, or an order or declaration is made by any
        governmental authority with a view to the seizure, compulsory acquisition, expropriation or
        nationalisation of, all or a material part of the assets of the Issuer or the Guarantor;

(j)     any final and conclusive judgment is properly obtained from the superior courts of law in the
        relevant jurisdiction from which no appeal shall lie under the relevant laws of that jurisdiction
        under any circumstances whatsoever (i) to restrain the exercise of any of the rights and/or the
        performance or enforcement of or compliance with any of the obligations of the Issuer or the
        Guarantor under the Notes or the Trust Deed or (ii) which has or could have a material adverse
        effect on the Issuer or the Guarantor; or

(k)     any event occurs which, under the laws of any relevant jurisdiction, has, in the Trustee’s
        opinion, an analogous or equivalent effect to any of the events referred to in paragraph (d), (e),
        (f) or (i).

In this Condition 10, something having a "material adverse effect" on the Issuer or the Guarantor is a
reference to that thing having a material adverse effect on its financial condition or business which
adversely affects its ability to perform or comply with its payment or other material obligations under the
Trust Deed or the Notes.

                                                    46
11.     Enforcement

At any time after the Notes shall have become due and repayable, the Trustee may, at its discretion
and without notice, institute such proceedings against the Issuer and/or the Guarantor as it may think fit
to enforce repayment of the Notes (together with premium, if any) and payment of accrued interest (if
any) and to enforce the provisions of the Trust Deed and the Notes, but it shall not be bound to take
any such proceedings unless (i) it shall have been so directed by an Extraordinary Resolution of the
Noteholders or so requested in writing by the holders of not less than 25 per cent. in principal amount of
the Notes then outstanding and (ii) it shall have been indemnified by the Noteholders to its satisfaction
against all actions, proceedings, claims, demands and liabilities to which it may thereby become liable
and all costs, charges, damages and expenses which may be incurred by it in connection therewith. No
Noteholder, Receiptholder or Couponholder shall be entitled to proceed directly against the Issuer
and/or the Guarantor unless the Trustee, having become bound so to proceed, fails or neglects to do so
within a reasonable period and such failure or neglect shall be continuing.

12.     Indemnification of the Trustee

The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from
responsibility, including provisions relieving it from taking proceedings to enforce repayment unless
indemnified to its satisfaction. The Trust Deed also contains a provision entitling the Trustee to enter
into business transactions with the Issuer and the Guarantor without accounting to the Noteholders,
Receiptholders or Couponholders for any profit resulting from such transactions.

13.     Replacement of Notes, Receipts, Coupons and Talons

If a Note, Receipt, Coupon or Talon is lost, stolen, mutilated, defaced or destroyed it may be replaced,
subject to applicable laws and regulations, at the specified office of the Issuing and Paying Agent (in the
case of Bearer Notes, Receipts, Coupons or Talons) or the Registrar (in the case of Registered Notes),
upon payment by the claimant of the costs and expenses incurred in connection therewith and on such
terms as to evidence, security and indemnity (which may provide, inter alia, that if the allegedly lost,
stolen or destroyed Note, Receipt, Coupon or Talon is subsequently presented for payment, there will
be paid to the Issuer on demand the amount payable by the Issuer in respect of such Note, Receipt,
Coupon or Talon) and otherwise as the Issuer and/or the Guarantor may reasonably require. Mutilated
or defaced Notes, Receipts, Coupons or Talons must be surrendered before replacements will be
issued.

14.     Agents

The names of the initial Agents and their initial specified offices are set out below. The Issuer and the
Guarantor are entitled to vary or terminate the appointment of any Agent and/or appoint additional or
other Agents and/or approve any change in the specified office through which any Agent acts, provided
that the Issuer shall at all times maintain (i) an Issuing and Paying Agent, (ii) (where the Conditions so
require) a Registrar, (iii) (where the Conditions so require) an Agent Bank and (iv) such other agents as
may be required by any securities exchange on which the Notes may be listed. In addition, the Issuer
shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances
described in Condition 5(e) (Payments — General provisions applicable to payments).

Notice of any variation, termination, appointment or change shall promptly be given to the Noteholders
in accordance with Condition 16 (Notices).

In acting under the Agency Agreement the Agents act solely as agents of the Issuer, the Guarantor and
(to the extent provided therein) the Trustee and do not assume any obligation to, or relationship of
agency or trust with, any Noteholders, Receiptholders or Couponholders.




                                                    47
15.     Exchange of Talons

On and after the Interest Payment Date on which the final Coupon comprised in any Coupon sheet
matures, the Talon (if any) forming part of such Coupon sheet may be surrendered at the specified
office of the Issuing and Paying Agent or any other Paying Agent in exchange for a further Coupon
sheet including (if such further Coupon sheet does not include Coupons to (and including) the final date
for the payment of interest due in respect of the Note to which it appertains) a further Talon, subject to
the provisions of Condition 9 (Prescription).

16.     Notices

All notices regarding the Bearer Notes will be deemed to be validly given if published in English in a
leading English language daily newspaper of general circulation in Singapore. It is expected that such
publication will be made in English in The Business Times. Any such notice will be deemed to have
been given on the date of the first publication or, where required to be published in more than one
newspaper, on the date of the first publication in all required newspapers.

All notices regarding the Registered Notes will be deemed to be validly given if sent by mail or (if posted
to an address overseas) by airmail to the holders (or the first named of joint holders) at their respective
addresses recorded in the Register and will be deemed to have been given on the fourth day after
mailing.

Where any issue of Notes is listed, notices will also be given in accordance with the rules and
requirements of the relevant securities exchange.

Until such time as any definitive Notes are issued, there may, so long as any Global Notes representing
the Notes are held in their entirety on behalf of Euroclear and/or Clearstream, Luxembourg, be
substituted for such publication in such newspaper(s) the delivery of the relevant notice to Euroclear
and/or Clearstream, Luxembourg for communication by them to the holders of the Notes. Any such
notice shall be deemed to have been given to the holders of the Notes on the seventh day after the day
on which the said notice was given to Euroclear and/or Clearstream, Luxembourg.

Unless otherwise specified in these Conditions, notices to be given by any Noteholder shall be in writing
and given by lodging the same, together (in the case of any Note in definitive form) with the relative
Note or Notes, with the Issuing and Paying Agent (in the case of Bearer Notes) or the Registrar (in the
case of Registered Notes). Whilst any of the Notes are represented by a Global Note held by or on
behalf of Euroclear and/or Clearstream, Luxembourg, such notice may be given by any accountholder
to the Issuing and Paying Agent or the Registrar through Euroclear and/or Clearstream, Luxembourg,
as the case may be, in such manner as the Issuing and Paying Agent, the Registrar, Euroclear and/or
Clearstream, Luxembourg, as the case may be, may approve for this purpose.

Notwithstanding the other provisions of this Condition 16, in any case where the identities and
addresses of all the Noteholders are known to the Issuer, notices to such holders may be sent by mail
or (if posted to an address overseas) by airmail to such addresses and will be deemed to have been
given on the fourth day after mailing.

Couponholders and Receiptholders shall be deemed for all purposes to have notice of the contents of
any notice to the Noteholders given in accordance with this Condition 16.

17.     Meetings of Noteholders and Modifications and Waivers

(a)     Meetings of Noteholders

The Trust Deed contains provisions for convening meetings of Noteholders of a Series to consider any
matter affecting their interests, including modification by Extraordinary Resolution of the Notes of such
Series (including these Conditions insofar as the same may apply to such Notes) or any provision of the

                                                    48
Trust Deed.

Each of the Issuer, the Guarantor and the Trustee at any time may, and the Trustee (subject to its being
indemnified to its satisfaction against all costs and expenses thereby occasioned) upon the request in
writing by Noteholders holding not less than 10 per cent. of the principal amount of the Notes of any
Series for the time being outstanding shall, convene a meeting of the Noteholders of that Series. The
quorum at any such meeting for passing an Extraordinary Resolution will be one or more persons
holding or representing in the aggregate a clear majority in principal amount of the Notes of the relevant
Series for the time being outstanding, or at any adjourned such meeting one or more persons being or
representing Noteholders whatever the principal amount of the Notes of the relevant Series so held or
represented. An Extraordinary Resolution duly passed at any meeting of Noteholders will be binding on
all Noteholders of the relevant Series, whether or not they are present at the meeting, and, if applicable,
on all relevant Couponholders and Receiptholders, except that any Extraordinary Resolution proposed,
inter alia, (i) to amend the dates of maturity or redemption of the Notes, any Instalment Date or any date
for payment of interest on the Notes, (ii) to reduce or cancel the principal amount or any Instalment
Amount of or premium (if any) on the Notes, (iii) to reduce the rate or rates of interest in respect of the
Notes or to vary the method or basis of calculating the rate or rates of interest or the basis for
calculating any interest payable in respect of the Notes, (iv) to vary any method of, or basis for,
calculating the redemption amount of the Notes, (v) to vary the currency or currencies of payment or
denomination of the Notes, (vi) to take any steps that as specified hereon may only be taken following
approval by an Extraordinary Resolution to which the special quorum provisions apply or (vii) to modify
the provisions concerning the quorum required at any meeting of Noteholders or the adjournment
thereof or the majority required to pass the Extraordinary Resolution, will only be binding if passed at a
meeting of the Noteholders of the relevant Series (or at any adjournment thereof) at which a special
quorum (provided for in the Trust Deed) is present.

The Trust Deed contains provisions for written resolutions in lieu of meetings of Noteholders if signed
by or on behalf of the holders of the aggregate principal amount of Notes required to pass the relevant
resolution at a meeting at which the holders of all Notes of that Series were present or represented.

(b)     Modifications and Waivers

The Trustee may agree, without the consent of the Noteholders, the Receiptholders or the
Couponholders, to any modification (subject to certain exceptions as provided in the Trust Deed) of, or
to any waiver or authorisation of any breach or proposed breach of, any of these Conditions or any of
the provisions of the Trust Deed, or may determine that any condition, event or act which, but for such
determination, would constitute an Event of Default, shall not be treated as such which in any such
case, in the opinion of the Trustee, is not materially prejudicial to the interests of the Noteholders, the
Receiptholders or the Couponholders or to any modification of any of these Conditions or any of the
provisions of the Trust Deed which is of a formal, minor or technical nature, which is made to correct a
manifest error or to comply with mandatory provisions of law, or which is required by Euroclear,
Clearstream, Luxembourg, CDP and/or any other relevant Clearing System. Any such modification,
waiver, authorisation or determination shall be binding on the Noteholders, the Receiptholders and the
Couponholders and, if the Trustee so requires, shall be notified to the Noteholders as soon as
practicable.

(c)     Entitlement of the Trustee

In connection with the exercise by it of any of its trusts, powers, authorities and discretions (including,
without limitation, any modification, waiver, authorisation or determination), the Trustee shall have
regard to the general interests of the Noteholders but shall not have regard to any interests arising from
circumstances particular to individual Noteholders, Receiptholders or Couponholders (regardless of
whether the Trustee has actual or constructive knowledge of such circumstances or otherwise) and, in
particular but without limitation, shall not have regard to the consequences of any such exercise for
individual Noteholders, Receiptholders or Couponholders resulting from their being for any purpose
domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular
territory or any political sub-division thereof and the Trustee shall not be entitled to require, nor shall

                                                    49
any Noteholder, Receiptholder or Couponholder be entitled to claim, from the Issuer, the Guarantor, the
Trustee or any other person any indemnification or payment in respect of any tax consequence of any
such exercise upon individual Noteholders, Receiptholders or Couponholders.

18.     Further Issues

The Issuer may from time to time without the consent of the Noteholders, the Receiptholders or the
Couponholders create and issue further Notes ranking pari passu in all respects with, and having the
same terms and conditions as, the outstanding Notes, and so that the same shall be consolidated and
form a single Series with the outstanding Notes.

19.     Governing Law and Submission to Jurisdiction

(a)     Governing law

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

(b)     Submission to jurisdiction

The courts of Singapore are to have jurisdiction to settle any disputes which may arise out of or in
connection with the Trust Deed, the Notes, Receipts, Coupons or Talons and accordingly any legal
action or proceedings arising out of or in connection with the Trust Deed, the Notes, Receipts, Coupons
or Talons may be brought in such courts.

20.     Contracts (Rights of Third Parties) Act

No person shall have any right under the Contracts (Rights of Third Parties) Act, Chapter 53B of
Singapore to enforce any of the provisions of this Note, but this does not affect any right or remedy of a
third party which exists or is available apart from that Act.




                                                   50
                     DESCRIPTION OF SELECTED TRANSACTION DOCUMENTS

Summary of the Trust Deed

The Trustee, RBC Dexia Trust Services Singapore Limited, has been appointed as the trustee for the
Noteholders, the Receiptholders and the Couponholders and will carry out its duties and functions in
accordance with the provisions of the Trust Deed.

Pursuant to the Trust Deed, the Trustee will hold the benefit of the Guarantee and the covenant to pay
all redemption amounts and interest owing under the Notes on trust for the Noteholders, the
Receiptholders and the Couponholders.

Only the Trustee may pursue the remedies available under general law or under the Notes, Receipts,
Coupons or Talons to enforce the rights of the Noteholders, Receiptholders or Couponholders or the
provisions of the Notes, Receipts, Coupons or Talons. No Noteholder, Receiptholder or Couponholder
shall be entitled to proceed directly against the Issuer and/or the Guarantor to enforce the performance
of any of the provisions of the Notes, Receipts, Coupons or Talons unless the Trustee, having become
bound as aforesaid to take proceedings, fails or neglects to do so within a reasonable period and such
failure or neglect is continuing.

The Trustee shall not be bound to take any steps (including, without limitation, giving notice that the
Notes are due and repayable in accordance with Condition 10 of the Terms and Conditions of the
Notes) to enforce the performance by the Issuer and/or the Guarantor of their respective obligations
under any of the provisions of the Trust Deed, the Agency Agreement, the Depository Services
Agreement or the Deed of Covenant or the Notes, Receipts, Coupons or Talons unless (1) it shall have
been so requested in writing by the holders of not less than 25 per cent. in principal amount of the
Notes then outstanding or so directed by an Extraordinary Resolution of the Noteholders and (2) it shall
have been indemnified by the Noteholders to its satisfaction against all actions, proceedings, claims,
demands and liabilities to which it may thereby become liable and all costs, charges, damages and
expenses which may be incurred by it in connection therewith.

The Trustee is entitled to assume without enquiry (in the absence of actual knowledge by or an express
notice to it to the contrary) that each of the Issuer and the Guarantor is duly performing and observing all
the covenants and provisions contained in the Trust Deed, the Agency Agreement and various other
documents to which it is a party, the Notes, Receipts, Coupons and Talons.

If the Trustee fails to show the degree of care and diligence required of it as trustee under the terms of
the Trust Deed, the Trust Deed shall not relieve or indemnify it from or against any liability that would
otherwise attach to it in respect of any negligence, wilful default, breach of duty or breach of trust of
which it may be guilty.

The Trustee may at any time or times, without any consent or sanction of the Noteholders, Receiptholders
or Couponholders, concur with the Issuer and the Guarantor in making any modification (a) to the Trust
Deed (subject to certain exceptions), the Agency Agreement and various other documents which in the
opinion of the Trustee may be expedient to make, provided that the Trustee is of the opinion that such
modification will not be materially prejudicial to the interests of the Noteholders or (b) to the Trust Deed, the
Agency Agreement and various other documents which is of a formal, minor or technical nature, which is
made to correct a manifest error or to comply with mandatory provisions of law, or which is required by
Euroclear, Clearstream, Luxembourg, CDP and/or any other relevant Clearing System. Any such
modification shall be binding on the Noteholders, Receiptholders and Couponholders and, unless the
Trustee otherwise agrees in writing, the Issuer shall cause such modification to be notified to the
Noteholders as soon as practicable thereafter in accordance with the Terms and Conditions of the Notes.




                                                      51
Summary of the Programme Agreement

The following paragraphs set out a summary of certain provisions of the Programme Agreement.

Subject to the terms and on the conditions contained in the Programme Agreement, Société Générale,
Singapore Branch has been appointed by the Issuer as a Dealer in respect of the Programme. Other
Dealers may be appointed from time to time in accordance with the provisions of the Programme
Agreement.

Subject to the terms and conditions of the Programme Agreement, the Issuer may from time to time
agree with any Dealer to issue, and any Dealer may agree to purchase, Notes. Where the Issuer
agrees with two or more Dealers to issue, and those Dealers agree to purchase, Notes on a syndicated
basis, the Issuer shall enter into a Subscription Agreement (as defined in the Programme Agreement)
with those Dealers.

Under the Programme Agreement, each of the Issuer and the Guarantor has made certain
representations and warranties to each Dealer in relation to, amongst other things, the information
contained in this Base Prospectus, its due incorporation and valid existence under the laws of
Singapore and its capacity and authority to enter into the relevant agreements in relation to the
Programme.

The Programme Agreement provides that the Issuer and the Guarantor may at any time terminate the
Programme Agreement by giving not less than 30 days' notice to the Dealers, the Arranger, the Issuing
and Paying Agent, the Registrar and the Trustee. In addition, the Issuer may from time to time appoint
one or more additional Dealers upon the terms of the Programme Agreement. Any such appointment of
a Dealer may be in respect of a single Tranche or the whole Programme.

Summary of the Agency Agreement

The following paragraphs set out a summary of certain provisions of the Agency Agreement.

Subject to the terms and on the conditions contained in the Agency Agreement, Société Générale,
Singapore Branch has been appointed as the Issuing and Paying Agent and the Agent Bank.

Under the Agency Agreement, the various agents are required to carry out, amongst others, the
following duties:

(a)     acting as paying agent for sums due under the Notes;

(b)     determining the interest and/or other amounts payable in respect of the Notes in accordance
        with the Terms and Conditions of the Notes; and

(c)     arranging, at the expense of the Issuer, for the publication of notices to Noteholders in
        accordance with the Terms and Conditions of the Notes.

Unless otherwise agreed in writing by Société Générale, Singapore Branch, it shall not act as any
Agent in relation to any Series of Notes in respect of which it is not a Dealer. In the event Société
Générale, Singapore Branch acts as any Agent in respect of any Series, it shall be on the basis of such
terms as to fees as may be prescribed by it. If Société Générale, Singapore Branch does not act as any
Agent, the Issuer and/or the Guarantor shall appoint additional Agent(s) to act as such Agent(s).




                                                  52
                           SUMMARY OF THE SWAP ARRANGEMENTS

The Issuer may from time to time enter into any hedging arrangement(s) (whether by way of a
derivative transaction or otherwise) connected with any Notes issued under the Programme with the
relevant Swap Provider(s).

Depending on the relevant reference assets in relation to each Tranche or Series of Notes issued under
the Programme, the Issuer may from time to time enter into one or more derivative transactions (that
will be governed by the relevant Swap Agreement) with the relevant Swap Provider(s) to create an
appropriate exposure to such reference assets. The terms of each Swap Agreement will be negotiated
between the Issuer and the relevant Swap Provider(s) at that point in time.

Each Pricing Statement for the relevant Series will specify the identity(ies) of the relevant Swap
Provider(s) and provide details on the relevant hedging arrangement(s) and the material terms of the
related Swap Agreement(s).




                                                 53
                           INFORMATION ON THE REFERENCE ASSETS

The following sets out selected information on the reference assets in relation to each offer of Notes,
and should be read in conjunction with the rest of this Base Prospectus and the relevant Pricing
Statement.

Equity Linked Notes, Credit Linked Notes, Index Linked Notes, Currency Linked Notes,
Commodity Linked Notes and Interest Rate Linked Notes

Potential investors in Equity Linked Notes, Credit Linked Notes, Index Linked Notes, Currency Linked
Notes, Commodity Linked Notes and/or Interest Rate Linked Notes should note the following
information on the reference assets in relation to such Notes:

(a)    The reference assets would comprise:

       (i)      (in the case of Equity Linked Notes) (aa) equity securities such as stocks or shares
                issued by a corporation or a body unincorporated listed on the SGX-ST and/or such
                other acceptable stock exchanges (as may be specified in the relevant Pricing
                Statement), (bb) any right, option or derivative in respect of such equity securities, such
                as warrants, which may be listed on the SGX-ST and/or such other acceptable stock
                exchanges (as may be specified in the relevant Pricing Statement), and/or (cc) a
                basket comprising such equity securities and/or any right, option or derivative in
                respect of such equity securities;

       (ii)     (in the case of Credit Linked Notes) (aa) credits or debt obligations of any corporation,
                body unincorporated, or any other entity, and/or (bb) a basket of such credits or debt
                obligations. Such credits or debt obligations may be unlisted or listed on the SGX-ST
                and/or any other acceptable stock exchange (as may be specified in the relevant
                Pricing Statement) and may be unrated or rated by a rating agency (and if rated, details
                in respect of the rating(s) and rating agency(ies) which are available to the Issuer will
                be disclosed in the relevant Pricing Statement);

       (iii)    (in the case of Index Linked Notes) (aa) an index or indices published by a publisher of
                a stock exchange, or any other form or type of, index, (bb) any right, option or
                derivative in respect of such index or indices, and/or (cc) a basket comprising such
                index or indices and/or any right, option or derivative in respect thereof;

       (iv)     (in the case of Currency Linked Notes) (aa) one or more legal currencies of any nation,
                and/or (bb) the applicable currency exchange rate(s) in relation to one or more of such
                currencies;

       (v)      (in the case of Commodity Linked Notes) (aa) a commodity index or a basket of such
                indices, (bb) a single commodity (such as gold, oil, aluminium, copper, lead or wheat),
                (cc) the aggregate price of a group of commodities, and/or (dd) any combination of the
                above; or

       (vi)     (in the case of Interest Rate Linked Notes) (aa) interest rate benchmarks such as
                SIBOR (Singapore Interbank Offered Rate) or LIBOR (London Interbank Offered Rate),
                (bb) interest rates for a specified currency for a specified term, and/or (cc) any
                combination of the above.

(b)    Unless otherwise disclosed in the relevant Pricing Statement, there are no material terms and
       conditions that are expected to apply in respect of each type of reference assets.

(c)    Unless otherwise disclosed in the relevant Pricing Statement, there is no specific method and
       criteria by which the reference assets are selected, and the Issuer will (with other parties) select
       the reference assets based on investor demand for the type of such Notes which are based on
       or linked to such reference assets.
                                                   54
(d)     Unless otherwise disclosed in the relevant Pricing Statement, there are no processes for
        handling delinquencies, losses, bankruptcies and recoveries in relation to such reference
        assets. Where applicable, the relevant Pricing Statement will provide for the manner in which
        the principal amount, interest and/or other sums to be paid and/or the delivery of the reference
        assets to Noteholders would be calculated or determined in the event of any occurrence of such
        events.

(e)     Unless otherwise disclosed in the relevant Pricing Statement, to the Issuer's reasonable
        knowledge, there are no legal or regulatory provisions expected to materially affect the
        performance of the reference assets or payments or expected payments on such Notes.

(f)     Unless otherwise disclosed in the relevant Pricing Statement, the Issuer does not expect that
        there will be any addition to or substitution or removal of the reference assets to which such
        Notes are linked. Therefore, and unless otherwise disclosed in the relevant Pricing Statement,
        there will not be (i) any differences in the criteria for additional reference assets and the criteria
        used to select the then current pool of reference assets, (ii) any requirements to add or remove
        the reference assets and any effects of not meeting those requirements, (iii) any notification to
        Noteholders of changes to the pool of reference assets since there will be no such changes and
        (iv) any party with the authority to add, remove or substitute assets from the pool of reference
        assets or determine if such assets meet the acquisition or underwriting criteria for additional
        reference assets.

Other types of Notes

In relation to other Notes which are linked to, or based on, reference assets which do not fall into the
categories of Notes stated above, the Issuer will, where applicable, lodge a supplementary Base
Prospectus with the Authority to provide the following information:

(a)     the type or types of reference assets;

(b)     the material terms and conditions that apply in respect of each type of reference assets;

(c)     the method and criteria by which the reference assets are selected, if applicable;

(d)     the process for handling delinquencies, losses, bankruptcies and recoveries, if applicable;

(e)     where legal or regulatory provisions may materially affect the performance of the reference
        assets or payments or expected payments on the structured notes, these provisions and their
        effect; and

(f)     the circumstances where reference assets may be added, substituted or removed, including:

        (i)     when and how the reference assets can be removed or substituted;

        (ii)    any differences in the criteria for additional reference assets and the criteria used to
                select the then current pool of reference assets;

        (iii)    any requirements to add or remove the reference assets and any effects of not meeting
                those requirements; and

        (iv)    how investors will be notified of changes to the pool of reference assets.




                                                     55
                                   INFORMATION ON THE ISSUER

Incorporation and Registered Office

The Issuer was registered and incorporated as a limited liability company (Company Registration
Number: 200613160W) under the Companies Act on 8 September 2006. The registered office of the
Issuer is at 1 HarbourFront Avenue, #18-01 Keppel Bay Tower, Singapore 098632 and the telephone
number and facsimile number of the Issuer's registered office are (65) 6270 6666 and (65) 6413 6391
respectively. The Issuer has been incorporated for an indefinite period.

Share Capital

The issued share capital of the Issuer is S$2.00 divided into 2 ordinary shares, each of which is fully
paid up. All the issued ordinary shares in the capital of the Issuer are held by the Guarantor.

Memorandum and Articles of Association

The information set out below summarises the objects for which the Issuer was established:

(a)    to issue, from time to time and at any time, structured notes (as defined under the SFR) (the
       "structured notes") pursuant to the Programme, the proceeds of which will be used for the
       general corporate funding purposes of the Group, and for such other purposes as may be
       determined by the Guarantor;

(b)    to lend or advance moneys to the Group for any purpose whatsoever including (without limitation)
       the financing or refinancing of the acquisition by the Group of land, property and/or buildings and
       other assets undertaken by the Group and/or general working capital requirements of the Group;

(c)    to accept as security for the repayment of any or all or part of the moneys lent or advanced by the
       Issuer to the Group made or to be made from time to time to the Group, any mortgage, pledge,
       lien, hypothecation, assignment, caveat, security interest, preferential right, trust arrangement
       or other charge or encumbrance and any other agreement or arrangement having substantially
       the same economic effect (including any "title retention", "holdback" or "flawed asset"
       arrangement) over, in respect of or in relation to any or all or part of the present and/or future
       undertaking, property, assets, rights, claims and/or other interests of the Group and to enter into
       security trust deeds, inter-creditor agreements, subordination agreements and any other
       agreements or arrangements in connection with such security;

(d)    in connection with the issue from time to time of the structured notes under the Programme, to
       procure the provision of, and/or (where applicable) borrow under, credit facilities, credit
       enhancement, guarantee, liquidity, hedging, servicing and/or other facilities and interest rate,
       cross currency and/or other swap arrangements (collectively, the "Facilities") and to enter into
       arrangements for the provision of such Facilities;

(e)    to create and grant as security for the repayment and discharge of the structured notes issued from
       time to time under the Programme and/or the provision of the Facilities, any mortgage, pledge,
       lien, hypothecation, assignment, caveat, security interest, preferential right, trust arrangement
       or other charge or encumbrance and any other agreement or arrangement having substantially
       the same economic effect (including any "title retention", "holdback" or "flawed asset"
       arrangement) over, in respect of or in relation to any or all or part of its present and/or future
       undertaking, property, assets, rights, claims and/or other interests and to enter into security trust
       deeds, inter-creditor agreements, subordination agreements and any other agreements or
       arrangements in connection with such security;

(f)    to grant discharges of any security or guarantees granted in favour of it, and to accept
       discharges of any security or guarantees granted by it; and



                                                   56
(g)     to exercise and/or enforce its rights under, and to perform, observe and comply with its
        obligations arising from, any of the transactions or arrangements entered into by the Issuer in
        connection with any of these objects of the Issuer (including, without limitation, to redeem and
        discharge any of its indebtedness and/or liabilities, whether under any debt securities of the
        Issuer, any Facilities, or otherwise).

Management

The directors of the Issuer, their respective addresses and other principal activities at the date hereof
are:


               Name                               Address                          Occupation
 Koh Beow Ko, Lynn                   No. 4 Ridgewood Close              General Manager,
                                     #04-02 Himiko Court                Group Treasury
                                     Singapore 276695

 Tan Poh Lee Paul                    31 Mount Sinai Rise #09-07         Group Controller,
                                     Singapore 276953                   Group Control & Accounts


Administration

The company secretaries of the Issuer and their qualifications are as follows:


               Name                           Qualifications
 Caroline Chang Cheng Mei            LLB (Hons)

 Lam Chee Kin                        LLB (Hons)


Business of the Issuer

The Issuer has not engaged, since its incorporation, in any activities other than those incidental to its
incorporation under the Companies Act, the establishment of the Programme, the authorisation and
issue of Notes of each Series and the authorisation, execution, delivery and performance of the other
documents to which it is or will be a party and matters which are incidental or ancillary to the foregoing.

The Auditors

The name, address and professional qualifications of the Issuer's auditors are as follows:


               Name                               Address                         Qualifications
 Deloitte & Touche                   6 Shenton Way                       Certified Public Accountants
                                     #32-00 DBS Building Tower Two
                                     Singapore 068809




                                                    57
                      INFORMATION ON THE GUARANTOR AND SPONSOR

Certain statements in this section on "Information on the Guarantor and Sponsor" have been extracted
from, or are based on, the audited consolidated financial statements of the Guarantor for each of the
years ended 31 December 2003, 31 December 2004 and 31 December 2005 (collectively, the "Audited
Financial Statements") which for the purpose of statutory compliance with the Companies Act were
audited by the previous auditors of the Guarantor, PricewaterhouseCoopers, Certified Public
Accountants, on 28 February 2004, 1 March 2005 and 21 March 2006 respectively. The auditors’
reports issued in relation to each of the Audited Financial Statements have not been qualified by
PricewaterhouseCoopers. PricewaterhouseCoopers are no longer the auditors of the Guarantor for the
financial year ending 31 December 2006. The address of PricewaterhouseCoopers is 8 Cross Street,
#17-00 PWC Building, Singapore 048424.

PricewaterhouseCoopers, have given, and have not withdrawn, their written consent to the issue of this
Base Prospectus with the inclusion herein of their name and all references thereto, in the form and
context in which it appears in this Base Prospectus. The Audited Financial Statements were not audited
by PricewaterhouseCoopers for the purpose of incorporation in this Base Prospectus.

Management


              Name                            Position                          Address
 Lim Chee Onn                      Executive Chairman                40 Cassia Drive
                                                                     Singapore 289729

 Lim Hock San                      Independent and                   10 Pierce Road
                                   Non-Executive Director            Singapore 248529

 Sven Bang Ullring                 Independent and                   Elisenbergveien 5a
                                   Non-Executive Director            0265 Oslo, Norway

 Tony Chew Leong-Chee              Independent and                   6B Cluny Park
                                   Non-Executive Director            Singapore 259615

 Tsao Yuan Mrs Lee Soo Ann         Independent and                   151G King’s Road
                                   Non-Executive Director            #24-26
                                                                     Singapore 268164

 Leung Chun Ying                   Independent and                   Room 1001, 10/F Jardine
                                   Non-Executive Director            House, No. 1 Connaught Place
                                                                     Central Hong Kong

 Oon Kum Loon (Mrs)                Independent and                   3 Peach Garden
                                   Non-Executive Director            Singapore 437604

 Tow Heng Tan                      Non-Executive Director            98 Jalan Kuras
                                                                     Singapore 577764

 Yeo Wee Kiong                     Independent and                   19 Holland Park
                                   Non-Executive Director            Singapore 247706

 Choo Chiau Beng                   Senior Executive Director         11 Lakme Street
                                                                     Singapore 456908

 Teo Soon Hoe                      Senior Executive Director         1 Ash Grove
                                                                     Singapore 289783


                                                 58
Registered Office

The registered office of the Guarantor is at 1 HarbourFront Avenue, #18-01 Keppel Bay Tower,
Singapore 098632 and the telephone number and facsimile number of the Guarantor's registered office
are (65) 6270 6666 and (65) 6413 6391 respectively.

Capital

Equity Capital

As at the Latest Practicable Date, the Guarantor's issued capital was S$970,381,000 comprising
787,588,924 ordinary shares.

Loan Capital

As at the Latest Practicable Date, the Guarantor's loan capital was as follows:

(a)       S$300,000,000 Floating Rate Notes due 2010 issued in 2005 under its US$600,000,000
          Multi-Currency Medium Term Note Programme. Interest is based on money market rates at
          3.89531% per annum; and

(b)       unsecured short term bank loans amounting to S$142,492,000. Interest is based on money
          market rates ranging from 3.215% to 6.59% per annum.

The Guarantor's obligations under the notes and the bank loans referred to in paragraphs (a) and (b)
rank pari passu with its obligations under the Guarantee.

Issue of Shares

The following numbers of shares were issued pursuant to the exercise of employees' share options on
the dates and at the prices shown below:

      Date        Price (S$)   No. of Shares                 Date        Price (S$)   No. of Shares
 16/09/2005         4.99           27,500                 08/03/2006        3.12         60,000
 26/09/2005         3.16            3,333                 09/03/2006        6.54          5,000
 26/09/2005         4.99           20,000                 10/03/2006        6.54          2,000
 27/09/2005         4.99            7,500                 13/03/2006        6.54         30,000
 30/09/2005         4.99           10,000                 14/03/2006        6.54         11,000
 05/10/2005         4.99            5,000                 15/03/2006        6.54         25,000
 11/10/2005         4.99            5,000                 17/03/2006        6.54          3,500
 18/10/2005         3.12           25,000                 21/03/2006        6.54         12,500
 21/10/2005         1.75            2,000                 22/03/2006        4.99         47,500
 31/10/2005         3.12           50,000                 22/03/2006        6.54          1,000
 31/10/2005         9.35            5,000                 23/03/2006        6.54          7,500
 09/12/2005         3.16           30,000                 29/03/2006        6.54          1,000
 15/12/2005         9.35            1,500                 04/04/2006        6.54         11,000
 22/12/2005         1.95           30,000                 05/04/2006        6.54          1,000
 22/12/2005         1.75           30,000                 10/04/2006        6.54          1,000
 22/12/2005         3.16           60,000                 12/04/2006        4.99         47,500
 22/12/2005         7.00            1,000                 17/04/2006        6.54          8,500
 04/01/2006         2.34          470,000                 25/04/2006        1.75         75,000
 04/01/2006         1.75          140,000                 25/04/2006        3.12         25,000
 04/01/2006         3.12          280,000                 25/04/2006        3.16         52,500
 04/01/2006         4.99           47,500                 25/04/2006        4.99         15,000

                                                   59
    Date         Price (S$)     No. of Shares                    Date          Price (S$)    No. of Shares
 05/01/2006         1.75             80,000                25/04/2006            6.54             15,000
 05/01/2006         4.99             85,000                26/04/2006            6.54              7,500
 13/01/2006         4.99             20,000                03/05/2006            3.12             55,000
 26/01/2006         4.99             25,000                03/05/2006            6.54             88,500
 26/01/2006         6.54              7,500                04/05/2006            6.54              1,000
 26/01/2006         7.00              7,500                08/05/2006            3.16             12,500
 10/02/2006         4.99             35,000                08/05/2006            6.54             15,500
 10/02/2006         3.16             85,000                10/05/2006            6.54             27,500
 10/02/2006         3.12             10,000                16/05/2006            4.99              7,500
 10/02/2006         3.16             30,000                22/05/2006            4.99             10,000
 15/02/2006         3.12             45,000                22/05/2006            6.54             10,000
 15/02/2006         3.16             27,500                26/05/2006            6.54             47,500
 15/02/2006         6.54            157,500                30/05/2006            6.54             47,500
 17/02/2006         4.99             40,000                01/06/2006            1.75            330,000
 17/02/2006         3.12             30,000                10/08/2006            6.77              1,000
 17/02/2006         6.54            180,000                16/08/2006            6.77             54,000
 20/02/2006         6.54             75,000                16/08/2006            6.77             53,000
 21/02/2006         3.16             17,500                16/08/2006            6.31              5,000
 21/02/2006         6.54             32,500                17/08/2006            6.77             78,000
 23/02/2006         3.16             12,500                18/08/2006            6.77             62,500
 23/02/2006         6.54              1,000                21/08/2006            6.77             48,500
 27/02/2006         6.54             43,500                21/08/2006            6.77             81,000
 27/02/2006         4.99             10,000                21/08/2006            6.31              2,500
 27/02/2006         6.54             14,500                21/08/2006            1.69              2,000
 28/02/2006         6.54             23,500                21/08/2006            2.11              4,000
 01/03/2006         3.16             12,500                24/08/2006            6.77             22,500
 01/03/2006         4.99             37,500                24/08/2006            9.12              2,500
 01/03/2006         6.54             23,500                24/08/2006            12.77             7,500
 03/03/2006         6.54             11,000                28/08/2006            6.31              7,500
 08/03/2006         4.99             90,000                28/08/2006            6.77             22,500
 08/03/2006         6.54              2,500                29/08/2006            6.77              2,500

Substantial Shareholding

The interests of the substantial shareholders of Keppel, based on Keppel's issued and paid-up capital
as at the Latest Practicable Date, were as follows:

                        Direct Interest               Deemed Interest                    Total Interest
                    Number of             (%)       Number of            (%)         Number of            (%)
                     Shares                          Shares                           Shares
                                                               (1)
  Temasek         168,821,951         21.43        2,508,000            0.32       171,329,951       21.75
  Holdings
  (Private)
   Limited

Notes:
(1)      By virtue of Section 7 of the Companies Act, Temasek Holdings (Private) Limited is deemed to be
         interested in the 2,508,000 shares held by the DBS Group Holdings Ltd group of companies, Singapore
         Airlines Ltd group of companies, Mount Faber Leisure Group Pte Ltd and the Rohatyn Group Asia
         Opportunity Master Fund, Ltd.




                                                    60
Organisational Form, Business, Nature of Operations and Principal Activities

The Guarantor (also referred to in this section on "Information on the Guarantor and Sponsor" as
"Keppel") was incorporated in Singapore on 3 August 1968. It was admitted to the Official List of the
SGX-ST on 24 October 1980 and had a market capitalisation of S$11.9 billion as at 29 August 2006.
Keppel and its related corporations (the "Group") are segmentalised into four divisions, namely,
Offshore & Marine, Property, Infrastructure and Investments, the details of which are as follows:

(a)    Offshore & Marine – Keppel Offshore & Marine Limited, which comprises Keppel FELS and
       Keppel Shipyard, is a market leader in the rig building and marine businesses. In the Offshore
       business, Keppel designs, builds and repairs mobile offshore drilling units, floating production
       systems, production topsides and specialized vessels such as deepwater semi-submersibles,
       tension leg platforms and other sophisticated offshore vessels. In the Marine business, Keppel
       is one of the world leaders in the conversion of Floating Production Storage and Offloading
       (FPSO) vessels and Floating Storage and Offloading (FSO) vessels, and has expertise in a
       whole spectrum of repair and conversion of a diverse range and capacity of other vessels. It
       also has reputed expertise for the design and construction of specialized offshore support
       vessels. Keppel has an operational network of 17 shipyards and more than 10 support
       operations in strategic offshore markets and hubs of major sea routes around the world.

(b)    Property – Keppel’s property business is primarily undertaken by Keppel Land Limited
       ("Keppel Land"), a company listed on the SGX-ST with a market capitalisation of S$3.0 billion
       as at 29 August 2006. Keppel Land focuses on two core businesses, namely, property
       development for sale and property fund management. The property development activities are
       currently focused on Singapore, the People's Republic of China, Vietnam, India and Indonesia.
       Apart from developing quality residential properties, it has also embarked on developing large-
       scale residential townships. The Group also has a diversified portfolio of office buildings,
       serviced apartments, hotels, resorts, retail complexes and industrial buildings in Singapore and
       the region. The Group’s property fund management activities are carried out through K-REIT
       Asia Management Ltd and Alpha Investment Partners Ltd.

(c)    Infrastructure – Keppel's infrastructure business comprises power generation, environmental
       engineering and network engineering.

       (i)     Power generation and environmental engineering – Keppel engages in power
               generation and environmental engineering. In Singapore, Keppel Energy Pte Ltd
               ("Keppel Energy") is an independent electricity supplier and is constructing a co-
               generation power plant, which would supply both electricity and steam to industrial
               users. Keppel Energy also operates a power generation plant in Nicaragua and will be
               operating power barges in Ecuador. In the environmental engineering business,
               Keppel Integrated Engineering Limited ("KIE") provides global solutions in waste to
               energy incineration and sewage water treatment. KIE is building the largest NEWater
               plant and an incineration plant in Singapore.

       (ii)    Network Engineering – Keppel is a provider of design, roll-out and operations
               management services in wireline and wireless networks in Asia and Europe. Through
               its companies such as ECHO Broadband GmbH, Trisilco Folec Sdn Bhd and Keppel
               Communications Pte Ltd, Keppel offers a range of network engineering, integration
               services and technology solutions.

(d)    Investments – Keppel’s Investments Division comprises mainly 44%-owned Singapore
       Petroleum Company Limited ("SPC"), 37%-owned k1 Ventures Limited ("k1 Ventures") and
       17%-owned MobileOne Limited ("M1"). All three companies are listed on the SGX-ST. SPC is
       an integrated oil and gas company with activities in petroleum refining, marketing and
       distribution, trading activities and the storage and terminalling of finished products. The
       upstream and midstream activities involve the exploration, development, production, sale of oil
       and gas and investment in pipelines. k1 Ventures is a diversified investment company with

                                                  61
        investments across a broad industry sector. M1 offers mobile and international call services in
        Singapore.

Review of Past Performance

Key Financial Highlights


                               (Unaudited)           (Audited)           (Audited)          (Audited)
                                (Half year)         (Full year)         (Full year)        (Full year)
                              30 June 2006             2005                2004               2003
                               (S$'million)        (S$'million)        (S$'million)       (S$'million)
 Revenue                          3,190                 5,688             3,963               5,947
 Operating profit                  361                  467                409                 505
 Profit before taxation            587                  826                645                 557
 and exceptional items
 Attributable profit before        366                  564                465                 395
 exceptional items
 Earnings per share             46.5 cents          72.1 cents          59.9 cents          51.1 cents

Review of Performance in 1H2006

The Group continued to deliver robust growth with record first half attributable profit of S$366 million
and earnings per share of 46.5 cents. Annualised return on equity scaled a new benchmark of 18.5%
and economic value added for the first half of S$193 million was almost equal to that achieved for the
whole of 2005.

For the first half year, Group revenue of S$3.2 billion was S$895 million or 39% higher than that of the
corresponding period in 2005. Revenue from Offshore & Marine Division of S$2,412 million was S$759
million or 46% higher, from its large orderbook. Property Division achieved revenue of S$457 million,
S$130 million or 40% higher. The increased revenue was due to the higher sale of the Group’s new and
existing trading projects and rental income from its investment properties. Revenue from Keppel
Telecommunications & Transportation ("Keppel T&T") and electricity trading was lower.

Group profit before tax for the first half of S$587 million was 45% higher than the first half in the
previous year with increased contributions from Offshore & Marine Division, Property Division and
Investments Division. Offshore & Marine Division with higher revenue recognition from rig building,
conversions, upgrades and construction of offshore support vessels, reported increased profit of S$263
million, 48% above the same period in the previous year. Property Division posted earnings of S$138
million, 44% higher due to the higher revenue from trading projects and profit from sale of a piece of
land in Tianjin, the People's Republic of China. Infrastructure Division reported a loss in the first half
due to depreciation of power barges and operating losses in the Energy business. Profit from SPC was
higher and k1 Ventures benefited from higher investment gains.

Group taxation expenses were higher in the first half as a result of higher profits from overseas
operations. After taking into account taxation charge and minority share of profit, the resultant profit
attributable to shareholders was S$366 million. This was S$89 million or 32% higher than the first half
of 2005.

Review of Performance in 2005

Group revenue of S$5.7 billion for the year was S$1,725 million or 44% higher than that of the previous
year. Revenue from Offshore & Marine Division of S$4,112 million was 69% higher and contributed
72% of Group revenue. The net orderbook carried over from the previous year and the record new
orders secured in the year contributed to the increased revenue of Offshore & Marine Division.

                                                   62
Revenue from Property Division of S$848 million was S$137 million or 19% higher than the previous
year. The increased revenue was due to the strong performance of the Group’s trading projects both in
Singapore and overseas. The increased revenue from Offshore & Marine Division and Property Division
was partially offset by lower revenue from Infrastructure Division following the cessation of the power
barges contract in Brazil at the end of the previous year.

Group pre-tax profit of S$826 million was 28% higher than the previous year with increased
contributions from Offshore & Marine Division, Property Division and SPC. Offshore & Marine Division
benefited from profit recognition of completed jobs arising from its large orderbook. Keppel Land’s
earnings rose by 31% from the healthy sales of its residential developments. However, this was partially
offset by lower earnings from Keppel Bay Pte Ltd. Losses were incurred by the Infrastructure Division
because of the redeployment cost of the power barges and losses in electricity trading. KIE returned to
profitability after the restructuring efforts from the previous year. The continuing tight refining capacity
and strong growth in demand for refined products led to significantly higher earnings at SPC.

Taking into consideration taxation and minority share of profits, the resultant profit attributable to
shareholders of S$564 million was 21% higher than the previous year. Keppel Offshore & Marine
remained the largest contributor to attributable earnings with 42%, followed by SPC with 33%, Property
Division with 21% and the rest from Keppel T&T and Investments Division net of the losses of
Infrastructure Division.

Review of Performance in 2004

Group revenue was below that of the previous year due mainly to the deconsolidation of SPC. If SPC’s
revenue were to be excluded from the previous year’s turnover there would have been a 20% increase
in Group revenue due to a hefty increase in Offshore & Marine Division’s revenue.

Group pre-tax earnings of S$645 million and attributable earnings of S$465 million before exceptional
items were 15.8% and 17.7% above those of 2003 respectively. Earnings per share grew by 17.2%
over the previous year.

The Group’s strong earnings growth was underpinned by the vastly improved performances of
Offshore & Marine Division from a strong orderbook and SPC from increased refining margins and
demand for its products. Property Division also achieved commendable earnings improvement in 2004
mainly from its residential development projects in the People's Republic of China. Infrastructure
Division’s performance was affected by the lower than expected revenue from its investment in
environmental engineering and by costs associated with restructuring.

Review of Performance in 2003

Group revenue of S$5.9 billion was 8% above that of 2002 due mainly to higher revenue from Property
Division, Infrastructure Division and SPC, partially offset by lower revenue from Offshore & Marine
Division.

Group profit of S$395 million before exceptional items exceeded those of 2002’s record earnings by
11%, despite the adverse impact from the Iraq war and Severe Acute Respiratory Syndrome in the first
half of the year. If the one-off deferred tax adjustment of S$20 million in 2002 was excluded, earnings in
2003 would have increased by 18%.

The Group’s commendable results came mainly from a full year’s earnings of the power barges,
contribution from the residential development in the People's Republic of China and gains on quoted
securities. Earnings from Offshore & Marine Division decreased with the lower value of contracts
secured in 2002.




                                                    63
Operating Results

Group Profit and Loss Accounts
                                            (Unaudited)      (Audited)        (Audited)       (Audited)
                                              (Half year)   (Full year)      (Full year)     (Full year)
                                           30 June 2006           2005             2004            2003
                                                (S$’000)      (S$’000)         (S$’000)        (S$’000)

 Revenue                                       3,189,686     5,688,369        3,963,233       5,947,193
 Materials and subcontract costs             (2,268,973)    (4,138,185)      (2,551,761)     (4,404,502)
 Staff costs                                   (447,922)      (802,912)        (695,471)       (707,892)
 Depreciation and amortisation                  (62,259)      (132,329)        (180,140)       (223,162)
 Other operating expenses                       (49,283)      (148,199)        (126,849)       (106,915)
 Operating profit                               361,249        466,744          409,012         504,722
 Investment income                                 3,272         1,220              576            5,738
 Interest income                                 36,711         58,871           22,786           28,915
 Interest expenses                               (6,378)      (22,175)         (40,855)         (66,877)
 Share of results of associated
  companies                                     191,917        321,509          253,358          84,208
 Profit before tax & exceptional items          586,771        826,169          644,877         556,706
 Exceptional items                                      -        1,924            (592)         (13,680)
 Profit before taxation                         586,771        828,093          644,285         543,026
 Taxation                                      (140,789)     (153,311)         (90,888)         (62,965)
 Profit for the year                            445,982        674,782          553,397         480,061


 Attributable to:
 Shareholders of the company
  Profit before exceptional items               365,542        563,685          464,728         394,722
  Exceptional items                                   -            (16)           (346)           3,338
                                                365,542        563,669          464,382         398,060
 Minority interests                               80,440       111,113           89,015          82,001
                                                445,982        674,782          553,397         480,061


 Basic earnings per ordinary share
  - before exceptional items                  46.5 cents     72.1 cents       59.9 cents      51.1 cents
  - after exceptional items                   46.5 cents     72.1 cents       59.8 cents      51.5 cents

 Gross dividend per ordinary share
  Interim dividend                            12.0 cents     10.0 cents        9.0 cents       8.0 cents
  Final dividend                                     n/a     13.0 cents       11.0 cents      11.0 cents
  Total                                              n/a     23.0 cents       20.0 cents      19.0 cents


 Capital distribution per ordinary share             n/a     23.0 cents       20.0 cents      18.0 cents

There is no material impact to earnings per share of the Group on the issue and sale of new securities.




                                                     64
Financial Position

Balance Sheets
                                                 Group                         Keppel Corporation Limited

                                  (Unaudited)              (Audited)       (Unaudited)                (Audited)
                                 30 June 2006      31 December 2005       30 June 2006        31 December 2005
                                      (S$'000)              (S$'000)           (S$'000)                (S$'000)

Share capital *                       967,275                   391,903         967,275                  391,903
Reserves                            2,844,899                 3,254,173       1,999,412                2,490,141
Share capital & reserves            3,812,174                 3,646,076       2,966,687                2,882,044
Minority interests                  1,380,553                 1,288,566               -                        -
Capital employed                    5,192,727                 4,934,642       2,966,687                2,882,044

Represented by:
Fixed assets                        1,837,096                 1,653,195           5,551                    5,620
Investment properties               2,010,175                 2,025,501               -                        -
Development properties                200,977                   228,022               -                        -
Subsidiaries                                -                         -       2,754,709                2,849,511
Associated companies                2,281,169                 2,174,200           3,074                    3,074
Investments                            82,883                    84,341               -                        -
Long term receivables                 135,795                   152,769         301,028                  300,599
Intangibles                           135,306                   145,248               -                        -
                                    6,683,401                 6,463,276       3,064,362                3,158,804
Current assets
Stocks & work-in-progress
 in excess of related billings      2,896,296                 2,762,328                 -                       -
Amounts due from:
 - subsidiaries                             -                         -         515,444                  963,926
 - associated companies               321,129                   280,109              83                       99
Debtors                             1,393,428                 1,267,211          70,811                    2,519
Short term investments                392,354                   405,638               -                        -
Bank balances, deposits &           1,449,196                 1,410,851          29,335                      570
 cash
                                    6,452,403                 6,126,137         615,673                  967,114
Current liabilities
Creditors                           1,985,966                 1,859,083           50,969                  80,304
Billings on work-in-progress
 in excess of related costs         2,090,840                 1,487,246                 -                       -
Provisions                             18,363                    17,604                 -                       -
Amounts due to:
 - subsidiaries                             -                         -         159,554                   56,420
 - associated companies                72,289                   200,183               8                        8
Term loans                            605,333                 1,321,982         181,150                  781,848
Taxation                              219,322                   185,738           1,528                    5,155
Bank overdrafts                        45,411                    16,817               -                        -
                                    5,037,524                 5,088,653         393,209                  923,735

Net current assets                  1,414,879                 1,037,484         222,464                   43,379

Non-current liabilities
Term loans                          2,717,686                 2,392,042         300,000                  300,000
Deferred taxation                     187,867                   174,076          20,139                   20,139
                                    2,905,553                 2,566,118         320,139                  320,139

Net assets                          5,192,727                 4,934,642       2,966,687                2,882,044

*   Pursuant to the Companies (Amendment) Act 2005 which came into effect on 30 January 2006, the concepts
    of authorised share capital and par value have been abolished. The amounts standing to the credit of the share
    premium account and capital redemption reserve have been transferred to the share capital account as at that
    date.



                                                         65
Net asset value

                                                         Group                        Keppel Corporation Limited

                                       30 June 2006        31 December 2005       30 June 2006    31 December 2005

  Net asset value per ordinary share       S$4.84                S$4.65              S$3.77             S$3.68

  Net tangible asset per ordinary          S$4.67                S$4.47              S$3.77             S$3.68
  share

  Number of ordinary shares as at       787,132,424           783,805,424          787,132,424        783,805,424
  end of the period


On the issue and sale of new securities,

(i)      there is no change to the number of shares of Keppel; and

(ii)     there is no material impact to net assets per share of the Group.

Liquidity and Capital Resources

Consolidated Cash Flow Statements
                                                                           (Unaudited)                (Audited)
                                                                             (Half year)             (Full year)
                                                                          30 June 2006        31 December 2005
                                                                               (S$’000)                (S$’000)
 OPERATING ACTIVITIES
 Operating profit                                                              361,249                  466,744
 Adjustments:
  Depreciation and amortisation                                                 62,259                  132,329
  Share-based payment expenses                                                    8,403                   11,203
  Profit on sale of fixed assets                                                (4,341)                 (10,278)
  Others                                                                              -                    5,555
 Operational cash flow before changes in working capital                       427,570                  605,553
 Working capital changes:
  Stocks & work-in-progress                                                     447,555                 974,766
  Debtors                                                                        43,668               (262,190)
  Creditors                                                                     139,418                 198,812
  Investments in bonds and shares                                                10,384                 (57,251)
  Advances to associated companies                                            (168,914)                 158,638
  Translation of foreign subsidiaries                                            13,361                 (19,411)
                                                                                913,042               1,598,917
 Interest received                                                               36,711                   59,427
 Interest paid                                                                   (6,378)                (15,689)
 Income taxes paid                                                             (50,347)                 (83,543)
 Net cash from operating activities                                             893,028               1,559,112

 INVESTING ACTIVITIES
 Acquisition of subsidiaries                                                     10,840                (137,041)
 Acquisition of additional shares in subsidiaries                              (23,584)                        -
 Disposal of subsidiaries                                                             -                   15,266
 Acquisition and further investment in
  associated companies                                                        (121,528)                (520,187)
 Proceeds from disposal of associated companies                                       -                   17,867
 Acquisition of fixed assets and investment properties                        (260,075)                (456,178)
 Expenditure on development properties                                          (3,013)                  (1,024)
 Proceeds from disposal of fixed assets and investment                           29,099                   55,997
  properties
 Dividends received from investments and associated                            116,604                  159,893
   companies
 Net cash used in investing activities                                        (251,657)                (865,407)


                                                         66
                                                                   (Unaudited)               (Audited)
                                                                     (Half year)            (Full year)
                                                                  30 June 2006       31 December 2005
                                                                       (S$’000)               (S$’000)
 FINANCING ACTIVITIES
 Proceeds from share issues                                              13,419                   17,544
 Proceeds from minority shareholders of subsidiaries                      7,243                   28,787
 Proceeds from term loans                                               638,576               1,018,786
 Repayment of term loans                                              (997,664)             (1,012,717)
 Capital distribution                                                 (181,040)               (156,391)
 Dividend paid to shareholders of the company                          (81,809)               (131,388)
 Dividend paid to minority shareholders of subsidiaries                (30,345)                 (36,116)
 Net cash used in financing activities                                (631,620)               (271,495)

 Net increase in cash and cash equivalents                                9,751                422,210

 Cash and cash equivalents as at beginning of period                  1,394,034                971,824

 Cash and cash equivalents as at end of period                        1,403,785               1,394,034

Cashflow analysis

- Half year ended 30 June 2006

Net cash from operating activities for the half year was S$893 million compared to S$391 million for the
corresponding period in 2005. This was because of the increased operating profit and positive working
capital changes, especially from progress payments received for contracts, in this half year.

Net cash used in investing activities for the half year was S$252 million. The Group spent S$397
million on acquisitions, expenditure on infrastructure projects and operational capital expenditure.
This comprised principally acquisition of additional shares in Dragon Land Limited, Keppel Philippines
Marine Inc., SPC and M1, further investment in One Raffles Quay, capital expenditure on the co-
generation power plant and NEWater plant and other operational capital expenditure. Divestment and
dividend income totalled S$146 million.

- Full year ended 31 December 2005

Net cash from operating activities was S$1,559 million compared to S$530 million in 2004. This was
mainly contributed by positive operational cashflow and progress payments received from Offshore &
Marine contracts and sale of residential properties.

Net cash used in investing activities was S$865 million. The Group spent S$1.11 billion on investing
activities. This comprised principally capital expenditure on the Business and Financial Centre
development, Keppel Merlimau co-generation power plant and operational capital expenditure of
Offshore & Marine Division. Divestment which included sale of Keppel Bank Philippines Inc. and
dividend received amounted to S$249 million.

Trend Information

Geopolitical developments and structural factors have created a positive outlook for Keppel's Offshore
& Marine business. The up-cycle that began several years ago is expected to continue for at least the
next few years. At mid-year, Offshore & Marine Division's net orderbook expanded to S$9.8 billion with
completion now stretched into 2010. Enquiries for new jobs remain good amidst a buoyant market with
strong demand for offshore oil rigs and other related segments.

While there are some concerns about slowing global growth, the economic pulse in the region appears
to remain quite healthy, underpinning latent demand for homes and infrastructure in the region.

The recovery of the Singapore private residential market continued for the ninth consecutive quarter,


                                                          67
with an estimated 1.8% rise in the second quarter of 2006. Year-on-year prices were up 6%. Property
Division will further strengthen its housing and township development initiatives in the region and
progressively launch its projects in the People's Republic of China, India, Vietnam, Indonesia and
Thailand. The office market in Singapore is robust with growing demand and limited new supply.

The core focus of the Infrastructure Division is on technology solutions such as waste-to-energy
incineration and wastewater treatment services. The Design Build Own and Operate projects, namely
the co-generation power plant and NEWater plant, are expected to be operational in early-2007 while
the incineration plant is expected to be operational in early-2009.

In the oil and gas business, regional demand for refinery products is expected to soften in the short
term as there are signs of adequate inventories in the region.

Significant Changes

The directors of Keppel are not aware of any event that has occurred since 30 June 2006 to the Latest
Practicable Date which may have a material effect on the financial position and results of the Group.

Working Capital

The directors of Keppel are of the reasonable opinion that, after taking into consideration the Group's
internal resources and credit facilities, the Group has sufficient working capital for its present working
capital requirements as at the date of lodgment of this Base Prospectus.

Material Contracts

Save as disclosed below, no member of the Group has entered into any material contracts (not being
contracts entered into in the ordinary course of business) during the two years preceding the date of
lodgment of this Base Prospectus save for the following:


        Date                     Parties                              General Nature           Consideration


    17 May 2006        Keppel Land Limited as               (i)     Subscription Agreement;   S$250,000,000
                       issuer and Deutsche Bank
                       AG, Singapore Branch as
                       bookrunner and manager

    23 June 2006       Keppel Land Limited as               (ii)    Trust Deed;
                       issuer and Citicorp Trustee
                       Company Limited as trustee

    23 June 2006       Keppel Land Limited as               (iii)   Paying and Conversion
                       issuer, Citibank, N.A. as                    Agency Agreement; and
                       principal conversion agent
                       and principal transfer agent,
                       Citicorp Trustee Company
                       Limited as trustee and
                       Citigroup Global Markets
                       Deutschland AG & Co. KGaA
                       as registrar




                                                       68
  23 June 2006     Keppel Corporation Limited           (iv)   Shareholder       Undertaking
                   as shareholder of Keppel                    (in relation to the facilitation
                   Land Limited, providing the                 of     orderly     marketing,
                   undertaking in favour of                    distribution and trading of
                   Deutsche        Bank     AG,                the convertible bonds),
                   Singapore Branch pursuant to
                   the subscription agreement

                                                        all in relation to Keppel Land
                                                        Limited's      S$250      million
                                                        unsecured convertible bonds with
                                                        an option to increase a further
                                                        S$50 million


 20 March 2006     Mansfield Developments Pte           Agreement for the sale and                S$112,000,000
                   Ltd (“Mansfield”) as vendor          purchase of Mansfield’s legal and
                   and       Avenue       Park          beneficial interest in the strata lot
                   Development Pte Ltd as               in the development known as
                   purchaser                            Avenue Park Condominium


20 January 2006    National Environment Agency          25 year Design Build Own and              Estimated revenue
                   and Keppel Seghers Tuas              Operate Incineration Services             of S$450,000,000
                   Waste-To-Energy Plant Pte.           Agreement for the provision of            over the term of
                   Ltd.                                 refuse incineration services              the agreement


28 November 2005   Keppel Land (Tower D) Pte            Put and call agreements for the           S$630,700,000 to
                   Ltd, Mansfield Realty Limited        sale and purchase of interests in         be paid in part by
                   and BCH Office Investment            Prudential Tower, Keppel Towers           the    issue     of
                   Pte Ltd as sellers, and RBC          and GE Tower, and Bugis                   240,508,000 units
                   Dexia      Trust     Services        Junction Towers                           in K-REIT Asia and
                   Singapore Limited as trustee                                                   part    cash     of
                   for K-REIT Asia as buyer                                                       S$190,570,360


 26 October 2005   Shareholders of Dragon Land          Mandatory conditional cash offer          US$9,000,000
                   Limited as sellers and Keppel        by Keppel Land Limited to
                   Land Limited as buyer                acquire all ordinary shares in
                                                        Dragon Land Limited other than
                                                        those owned, controlled or
                                                        agreed to be acquired by Keppel
                                                        Land Limited or its concert
                                                        parties


 7 October 2005    Peh Chin Hua, Tan Mung               Agreement for the sale and                S$7,754,230
                   Ngian, Shing Lee Book                purchase of 70,493,000 ordinary
                   Holding Pte Ltd, Peh Boon            shares in Dragon Land Limited
                   Poh, Soh Ah Bak, Peh Chin
                   Soon, Yeo Kwee Huay, Peh
                   Chin Sin, Peh Soh Ngoh, Goh
                   Meng Koon, Peh Chin Chye,
                   Peh Soh Teng, Ong Siew
                   Ngoh, Teh Keng Seng, Chew
                   Hiang Tiak, Chung Jee
                   Cheong, Chan Kee Yong,
                   Concorde Realty Pte Ltd, Ong
                   Soh Hua nee Peh Soh Hua
                   and Ng Fee Lim as sellers
                   and Keppel Land Limited as
                   buyer


                                                   69
3 October 2005    GE     Capital     International        Agreement for the sale and           S$43,500,000
                  Financing Corporation as                purchase of shares of Keppel
                  buyer,        and        Keppel         Bank Philippines Inc.
                  Corporation Limited, Keppel
                  IVI Capital, Inc, and KP
                  Capital, Inc as sellers


 22 July 2005     HSBC      Institutional  Trust          Agreement for the sale and           S$580,800,000
                  Services (Singapore) Limited            purchase of retail mall Parco
                  as trustee of CapitaMall Trust          Bugis Junction
                  as purchaser and BCH Retail
                  Investment Pte Ltd as vendor


 22 July 2005     Bugis City Holdings Pte Ltd             Agreement for the sale and           S$351,400,000
                  as vendor and CapitaLand                purchase of 80% of the issued
                  Retail (SI) Investments Pte.            and paid-up capital in BCH Retail
                  Ltd. as purchaser                       Investment Pte Ltd


 22 July 2005     Keppel Land Properties     Pte          Agreement for the sale and           S$49,000,000
                  Ltd as buyer and Bugis     City         purchase of 100% of the issued
                  Holdings   Pte    Ltd      and          and paid-up capital in BCH Office
                  CapitaLand     Retail      (SI)         Investment Pte Ltd, which owns
                  Investments Pte. Ltd.       as          Bugis Junction Towers
                  sellers


 13 May 2005      Rochor Investment Ltd and               Participation    agreements     in   S$78,500,000 for
                  CapitaLand      Retail    (BJ1)         which the participants jointly       Rochor Investment
                  Holdings     Pte.    Ltd.    as         acquire all the grantor’s interest   Ltd’s participation
                  participants and Oversea-               as lenders in a facility agreement
                  Chinese Banking Corporation             secured by a share charge over
                  Limited and The Great                   69,576,000 shares of Bugis City
                  Eastern     Life    Assurance           Holdings Pte Ltd
                  Company Limited as grantors


31 March 2005     Calyon     Corporate    and             Limited recourse loan agreement      S$525,000,000
                  Investment    Bank,     The             to finance 100% of the total         loan amount
                  Hongkong and Shanghai                   project cost to build, own and
                  Banking Corporation Limited,            operate a 500MW co-generation
                  ING    Bank     N.V.,   and             power plant on Jurong Island
                  Sumitomo Mitsui Banking
                  Corporation as lenders, and
                  Keppel Energy Pte. Ltd. as
                  borrower


20 January 2005   Public Utilities Board and              20 year Design Build Own and         Estimated revenue
                  Keppel Seghers NEWater                  Operate NEWater Agreement for        of S$300,000,000
                  Development Co Pte. Ltd.                the treatment supply of NEWater      over the term of
                                                                                               the agreement




                                                     70
Material Litigation

The Group is not engaged in any material legal or arbitration proceedings, including those which are
pending or known to be contemplated, which may have, or which have had in the 12 months
immediately preceding the date of lodgment of this Base Prospectus, a material adverse effect on the
financial position or profitability of the Group.

Synthetic Securitisation Programme

As at the date of this Base Prospectus, Keppel has not issued or arranged any structured notes which
are similar to the Notes. Keppel may, from time to time, enter into discussions with financial institutions
with respect to the issue of structured notes under the Programme.

Listing on the SGX-ST

As a company whose shares are listed for quotation on the SGX-ST, Keppel is required to make
periodic and/or continuous disclosures under the relevant listing rules of the SGX-ST. These may be
viewed at Keppel's website at http://www.kepcorp.com or the SGX-ST website at http://www.sgx.com.

The above websites are intended as a guide as to where further relevant public information may be
obtained free of charge. Information appearing on the above websites do not form part of this Base
Prospectus and/or any Pricing Statement and neither the Issuer, the Guarantor nor the Arranger
accepts any responsibility whatsoever that any information if available is accurate and/or up-to-date.
Such information, if available, should not form the basis of any investment decision by an investor to
purchase or deal in Notes.




                                                    71
                                 DESCRIPTION OF THE GUARANTEE

The Guarantor has unconditionally and irrevocably guaranteed the due payment of all principal and
interest (if any) on the Notes and any other amounts expressed to be payable by the Issuer under the
Trust Deed and the Notes, Receipts and Coupons. The obligations of the Guarantor under the
Guarantee constitute direct, unconditional, unsubordinated and unsecured obligations of the Guarantor
and rank and will rank (save for certain obligations required to be preferred by law) equally with all other
direct, unconditional, unsubordinated and unsecured obligations of the Guarantor, from time to time
outstanding.

If the Issuer shall for any reason default in the payment on the due date of any moneys payable under
or pursuant to the Trust Deed, the Notes, Receipts or Coupons, the Guarantor shall on written demand
from the Trustee unconditionally pay or procure to be paid to or to the order of or for the account of the
Trustee in the currency in which the same is required to be paid under the Terms and Conditions of
such Notes and in immediately available and freely transferable funds or same day funds, the amount
in respect of which such default has been made and the amount so payable shall be augmented by
such additional amounts, if any, as after deduction of or withholding for or on account of any present or
future tax, duty or charge of whatsoever nature imposed or levied by or on behalf of any jurisdiction or
territory or any authority thereof or therein having power to tax will result in the Trustee or its agent and
the Noteholders, Receiptholders and Couponholders receiving the same amounts as would have been
received by them (taking into account the provisions of Condition 8 of the Terms and Conditions of the
Notes) had such payments been duly and punctually made by the Issuer. As between the Guarantor,
the Trustee and the Noteholders, Receiptholders and Couponholders, but without affecting the Issuer's
obligations, the Guarantor shall be liable under the Guarantee as if it were the sole principal debtor and
not merely a surety.

The Guarantor's obligations under the Guarantee are and will remain in full force and effect by way of
continuing security until no sum remains payable under the Trust Deed and the Notes, Receipts or
Coupons. Furthermore, those obligations of the Guarantor are additional to, and not instead of, any
security or other guarantee or indemnity at any time existing in favour of any person, whether from the
Guarantor or otherwise, and may be enforced without first having recourse to the Issuer, any other
person, any security or any other guarantee or indemnity.

The Trustee shall be entitled to make demand on the Guarantor in respect of its obligations under the
Guarantee without first (1) making demand on the Issuer in respect of the non-performance of its
liabilities under the Trust Deed or the Notes, Receipts or Coupons, (2) seeking to enforce the Trust
Deed, the Notes, Receipts or Coupons or the Agency Agreement, the Depository Services Agreement
or the Deed of Covenant, (3) taking proceedings or obtaining judgment against the Issuer or any other
person in any court, (4) making or filing any claim or proof in a winding-up or dissolution of the Issuer or
any other person, or (5) enforcing or seeking to enforce any other security, guarantee, right or remedy
now or hereafter held by the Trustee in respect of the liabilities and sums owing or payable by the
Issuer under the Trust Deed and the Notes, Receipts and Coupons; and no failure of any person to do
any of the foregoing shall discharge, impair or otherwise affect the obligations of the Guarantor under
the Guarantee.




                                                     72
                          USE OF PROCEEDS AND FEES AND EXPENSES

Use of Proceeds

The proceeds from each issue of Notes will be indicated in the relevant Pricing Statement. Such
proceeds will be used for the general corporate funding purposes of the Group unless otherwise
indicated in the relevant Pricing Statement.

Unless otherwise indicated in the relevant Pricing Statement, there is no intention or requirement to
accumulate surpluses in the Issuer.

In the event that the Issuer indicates in the relevant Pricing Statement that it may decrease or increase
the offer size in relation to an offer of Notes, the proceeds will be reduced or increased accordingly in
the event of any reduction or increase in the aggregate principal amount of such Notes being offered.

Unless otherwise indicated in the relevant Pricing Statement, there is no minimum amount which must
be raised by each issue of Notes.

Fees and Expenses

Unless otherwise indicated in the relevant Pricing Statement, all the fees and expenses incurred in
connection with the Programme, such as the fees of the Trustee and the Issuing and Paying Agent,
administrative fees, legal fees and, where applicable, the Registrar's fees, will be paid by the Guarantor,
the Arranger or any of their affiliate(s) pursuant to an agreement or agreements entered into between
the Issuer and the Guarantor, the Arranger or such affiliate(s). As all the fees and expenses will be
borne by the Guarantor, the Arranger or their affiliate(s), no fees or expenses are expected to be
deducted from the proceeds of any issue of Notes or be borne by the Noteholders, unless otherwise
indicated in the relevant Pricing Statement.

Unless otherwise indicated in the relevant Pricing Statement, no fees and expenses are expected to be
paid out of the cash flows from any reference assets.




                                                    73
                            SETTLEMENT, CLEARANCE AND CUSTODY

Holding Notes through a Clearing System: Settlement and Clearance of Notes within Euroclear
and Clearstream, Luxembourg or CDP

Notes may be held through Euroclear and Clearstream, Luxembourg, or CDP. In respect of each Series
of Notes, the relevant Pricing Statement will specify whether Notes are to be held through Euroclear
and Clearstream, Luxembourg and/or CDP.

Initial Issue of Notes in Global Form

Upon the initial deposit of a Bearer Global Note with a common depositary or any other depositary for
Euroclear and/or Clearstream, Luxembourg and/or CDP, or the deposit of a Registered Global Note
with a common depositary or any other depositary for, and registration of the Registered Global Note in
the name of a common nominee or any other nominee of, Euroclear and/or Clearstream, Luxembourg
and/or CDP, CDP, Euroclear and/or Clearstream, Luxembourg will credit each subscriber with a
principal amount of Notes equal to the principal amount thereof for which the subscriber has subscribed
and paid.

Euroclear and Clearstream, Luxembourg

Euroclear and Clearstream, Luxembourg each holds securities for participating organisations and
facilitates the clearance and settlement of securities transactions between their respective participants
through electronic book-entry changes in accounts of such participants. Beneficial ownership in Notes
will be held through financial institutions, such as a Distributor, as direct and indirect participants in
Euroclear and Clearstream, Luxembourg. Euroclear or Clearstream, Luxembourg, as the case may be,
and every other intermediate holder in the chain as the beneficial owner of book-entry interests in the
Global Notes, will be responsible for establishing and maintaining accounts for their participants and
customers having interests in the book-entry interests in Notes.

The Central Depository (Pte) Limited

In respect of Notes which are accepted for clearance by CDP in Singapore (subject to any restrictions
or conditions as specified in the relevant Pricing Statement and/or Pricing Supplement), clearance will
be effected through an electronic book-entry clearance and settlement system for the trading of debt
securities (the "Depository System") maintained by CDP. CDP, a wholly-owned subsidiary of
Singapore Exchange Limited, is incorporated under the laws of Singapore and acts as a depositary and
clearing organisation. CDP holds securities for its accountholders and facilitates the clearance and
settlement of securities transactions between accountholders through electronic book-entry changes in
the securities accounts maintained by such accountholders with CDP.

Clearance and Settlement under the Depository System

In respect of Notes which are accepted for clearance by CDP, the entire issue of the Notes is to be held
by CDP in the form of a Global Note for persons holding such Notes in securities accounts with CDP
(the "Depositors"). Delivery and transfer of Notes between Depositors is by electronic book-entries in
the records of CDP only, as reflected in the securities accounts of Depositors. Although CDP
encourages settlement on the third business day following the trade date of debt securities, market
participants may mutually agree on a different settlement period if necessary.

Settlement of over-the-counter trades in Notes through the Depository System may only be effected
through certain corporate depositors ("Depository Agents") approved by CDP under the Companies
Act to maintain securities sub-accounts and to hold Notes in such securities sub-accounts for
themselves and their clients. Accordingly, Notes for which trade settlement is to be effected through the
Depository System must be held in securities sub-accounts with Depository Agents. Depositors holding
Notes in direct securities accounts with CDP, and who wish to trade Notes through the Depository
System, must transfer such Notes to be traded from such direct securities accounts to a securities sub-
account with a Depository Agent for trade settlement.
                                                   74
General

CDP is not involved in money settlement between Depository Agents (or any other persons) as CDP is
not a counterparty in the settlement of trades of debt securities. However, CDP will make payment of
interest and repayment of principal on behalf of issuers of debt securities.

Although CDP has established procedures to facilitate transfers of interests in Notes in global form
among Depositors, it is under no obligation to perform or continue to perform such procedures, and
such procedures may be discontinued at any time. None of the Issuer, the Guarantor, the Issuing and
Paying Agent and any other Agent will have the responsibility for the performance by CDP of its
obligations under the rules and procedures governing its operations.

Noteholders should note that they are required to bear all the fees and charges for custodial,
transfer and clearing services charged by the relevant Clearing System and/or a Distributor for
the holding, transfer or redemption of Notes. Noteholders should contact the relevant
Distributor for further details of these fees and charges.

Selling Notes through a Clearing System: Trading between Euroclear and/or Clearstream,
Luxembourg participants or CDP

Secondary market sales of book-entry interests in the Global Notes will be conducted in accordance
with the normal rules and operating procedures of Euroclear, Clearstream, Luxembourg or CDP, as the
case may be. None of Euroclear, Clearstream, Luxembourg or CDP is under any obligation to perform
or continue to perform such procedures, and such procedures may be discontinued at any time. None
of the Issuer, the Guarantor, the Arranger, the Dealers or any Distributor will have any responsibility for
the performance by Euroclear, Clearstream, Luxembourg, CDP or their respective direct or indirect
participants or accountholders of their respective obligations under the rules and procedures governing
their operations.

Custody Arrangements

Unless otherwise specified in the relevant Pricing Statement, each Series of Notes will be in the form of
one or more Global Notes, and definitive Notes in respect of Notes will only be issued in very limited
circumstances. As the Global Notes will be deposited with CDP, Euroclear or Clearstream, Luxembourg
or will (in the case of Registered Notes) be registered in the name of a common nominee or any other
nominee of, Euroclear and/or Clearstream, Luxembourg and/or CDP, and further because settlement
and clearance facilities will be provided by CDP, Euroclear and/or Clearstream, Luxembourg,
prospective investors who do not have direct accounts with the relevant Clearing System must make
arrangements for their Notes to be held in custody with an accountholder (or indirect accountholder) of
the relevant Clearing System. Notes held through the CDP, Euroclear or Clearstream, Luxembourg
account of Distributors will be credited to accounts maintained by the Distributors. Each Distributor will
in turn credit the Notes to the account of each investor who is investing in the Notes through such
Distributor. Therefore, in order to apply for Notes you must have, or open, a securities account or an
investment account with the relevant Clearing System or the Distributor to which you give your
application instructions, which will have existing arrangements in place for the Notes to be held in
custody with an accountholder (or indirect accountholder) of CDP, Euroclear and/or Clearstream,
Luxembourg.

Some important points about opening, and holding your Notes in, an investment account with a
Distributor are as follows:

(i)       Applications to open an investment account with a Distributor will be processed by the
          Distributor according to its normal procedures and criteria for acceptance. These criteria may
          include requiring proof of income, creditworthiness, and other personal details. There may also
          be restrictions and certification or other requirements as to nationality and/or place of residence.
          If your application to open an investment account is refused for any reason, you will be unable
          to order Notes from the Distributor.

                                                      75
(ii)    Investment accounts and other custody services with respect to any Notes will be provided by
        the Distributor subject to its standard terms and conditions for the provision of such services.
        You should familiarise yourself with, and ensure you understand and accept, the terms and
        conditions of operation of the investment accounts before making your application to open the
        investment accounts. Neither the Issuer, the Guarantor nor the Arranger accepts any
        responsibility for the provision of such services or for any consequences of, or arising from, the
        use of the investment accounts or custody services.

(iii)   The Distributor may charge fees for the opening and operating of an investment account.
        Accordingly, investors should check with the Distributor the amount of fees that will be
        chargeable. Fees may be charged in respect of individual transactions, such as transfers of
        Notes, on a periodic basis for safe custody, and on payments of interest and principal when
        they are received. You should check with the Distributor the basis on which fees will be
        charged. The fees payable to one Distributor may differ from those payable to another
        Distributor.

(iv)    You should ask for and carefully read the standard terms and conditions which govern the
        operation of an investment account with the Distributor as these will determine your rights and
        obligations in respect of the Distributor. The terms and conditions thereunder may permit the
        Distributor to take a security interest in, or impose other restrictions on any Notes credited to
        your investment account or to exercise a lien, right of set off or similar claim against you in
        respect of monies held in any of your accounts maintained with the Distributor to secure any
        amounts which may be owing by you to the Distributor. The Issuer, the Guarantor, the Arranger
        and the Dealers accept no responsibility for any claims any Distributor may have against you in
        respect of or as a consequence of, or arising from the use of the Distributor’s services.

(v)     While any Notes are held in a global form, notices required to be given to the Noteholders may
        be given by delivering them via the relevant Clearing System or otherwise to participants of
        such Clearing System. It may not be necessary for the Issuer or the Trustee to deliver any
        notices directly to the investors. As an investor in Notes you will have to rely on the Distributor
        (as a direct or indirect participant in the relevant Clearing System) to distribute notices to you
        which it receives from the Issuer or the Trustee or by other means.

(vi)    For the purposes of payments required to be made by the Issuer to Noteholders, for so long as
        any Notes are represented by a Global Note held through a Clearing System, payment may be
        made by delivering such sums to the relevant Clearing System. In such a case, payment will be
        deemed to have been duly given to the investor of the relevant Notes upon receipt of the same
        by the relevant Clearing System. As an investor in Notes you will have to rely on the Distributor
        (as a direct or indirect participant in the relevant Clearing System) to credit your account with
        payments credited to it through the Clearing System from the Issuer.

(vii)   For the purposes of any notices to be given and any payments to be made by an investor and
        for so long as any Notes are represented by a Global Note held through a Clearing System, you
        may have to rely on the Distributor to pass on any such notices and make any such payments
        through the Clearing System to the relevant/appropriate party.

A Noteholder's interest in Notes, whilst such Notes are represented by a Global Note, will be credited to
the accounts of the relevant Distributor with Euroclear, Clearstream, Luxembourg and/or CDP. For as
long as any such Notes are represented by a Global Note held through a Clearing System, the relevant
Distributor which is a direct participant of the relevant Clearing System, will be treated as the holder of
such Notes. Distributors which are not direct participants of the relevant Clearing System will need to
look to other entities which are direct participants of such system in respect of any rights under any
Notes.




                                                    76
Prospective investors should note that, where Notes are represented by Global Notes held
through Euroclear, Clearstream, Luxembourg and/or CDP, the term "Noteholders" shall mean
the persons shown in the records of Euroclear or Clearstream, Luxembourg and/or CDP, as the
case may be, as a holder of such Notes. Individual retail investors may not be "Noteholders" in
this context. The terms "you", "investors", "prospective purchasers" or "prospective investors"
used in this Base Prospectus have been used to describe the individual retail investors
purchasing Notes from or through a Distributor, as the case may be.




                                              77
                                               TAXATION

The statements below are general in nature and are based on certain aspects of current tax laws in
Singapore, announced budget changes in the 2006 Budget and administrative guidelines issued by the
Authority in force as at the date of this Base Prospectus and are subject to any changes in such laws or
administrative guidelines, or the interpretation of those laws or guidelines, occurring after such date,
which changes could be made on a retroactive basis. Neither these statements nor any other
statements in this Base Prospectus are to be regarded as advice on the tax position of any holder of the
Notes or of any person acquiring, selling or otherwise dealing with the Notes or on any tax implications
arising from the acquisition, sale or other dealings in respect of the Notes. The statements do not
purport to be a comprehensive description of all the tax considerations that may be relevant to a
decision to purchase, own or dispose of the Notes and do not purport to deal with the tax
consequences applicable to all categories of investors, some of which (such as dealers in securities)
may be subject to special rules. Prospective holders of the Notes who are in doubt about their
respective tax positions or any such tax implications of the purchase, ownership or transfer of Notes or
who may be subject to tax in a jurisdiction other than Singapore should consult their own professional
advisers.

1.      Interest and Other Payments

        Under current Singapore tax laws, the following payments falling under Section 12(6) of the ITA
        are deemed to be derived from Singapore:

        (a)     interest, commission, fee or any other payment in connection with any loan or
                indebtedness or with any arrangement, management, guarantee, or service relating to
                any loan or indebtedness which is (i) borne, directly or indirectly, by a person resident
                in Singapore or a permanent establishment in Singapore except in respect of any
                business carried on outside Singapore through a permanent establishment outside
                Singapore or any immovable property situated outside Singapore or (ii) deductible
                against any income accruing in or derived from Singapore; or

        (b)     income derived from loans where the funds provided by such loans are brought into or
                used in Singapore.

        Where payments falling within Section 12(6) of the ITA are made to persons not known to the
        paying party to be resident in Singapore for tax purposes, such payments are subject to
        withholding tax in Singapore at the prevailing corporate tax rate of 20 per cent. However, this
        rate has been reduced to 15 per cent. if such payment is derived by a person not resident in
        Singapore from sources other than from any trade, business, profession or vocation carried on
        or exercised by such person in Singapore and which is not effectively connected with any
        permanent establishment in Singapore of that person. The rate of 15 per cent. may be reduced
        by applicable tax treaties.

        Certain Singapore-sourced investment income derived by individuals on or after 1 January
        2004 from financial instruments is exempt from tax, including:

        (a)     interest from debt securities; and

        (b)     discount income (not including discount income arising from secondary trading) from
                debt securities (in the case of debt securities issued before 17 February 2006, the
                tenure of which is one year or less),

        except where such income is derived through a partnership in Singapore or is derived from the
        carrying on of a business or profession.

        However, subject to certain prescribed conditions being fulfilled, a Tranche or Series of Notes
        issued under the Programme from the date of this Base Prospectus to 31 December 2008 may

                                                     78
specifically qualify as "qualifying debt securities" for the purposes of the ITA and the following
tax treatment will then apply:

(a)     subject to certain prescribed conditions having been fulfilled, including:

        (i)     the furnishing by the Issuer, or such other person as the Comptroller of Income
                Tax in Singapore (the "Comptroller") may direct, of a return on the debt
                securities within such period as the Comptroller may specify and such other
                particulars in connection with such Notes as the Comptroller may require to the
                Comptroller and the Authority; and

        (ii)    the inclusion by the Issuer in all offering documents relating to such Notes a
                statement to the effect that where interest or discount income is derived by a
                person who is not resident in Singapore who carries on any operation in
                Singapore through a permanent establishment in Singapore, the tax exemption
                shall not apply if the non-resident person acquires such Notes using funds from
                that person’s operations through the Singapore permanent establishment,

        interest and discount income (not including discount income arising from secondary
        trading) on such Notes, derived by a holder who is not resident in Singapore and (aa)
        who does not have any permanent establishment in Singapore or (bb) carries on any
        operation in Singapore through a permanent establishment in Singapore but the funds
        used by that person to acquire such Notes are not obtained from the operation, are
        exempt from Singapore tax;

(b)     subject to certain conditions having been fulfilled (including the furnishing by the Issuer,
        or such other person as the Comptroller may direct, of a return on the debt securities
        within such period as the Comptroller may specify and such other particulars in
        connection with such Notes as the Comptroller may require to the Comptroller and the
        Authority), interest and discount income on such Notes derived by any company or
        body of persons is subject to tax at a concessionary rate of 10 per cent.; and

(c)     subject to:

        (i)     the Issuer including in all offering documents relating to such Notes a
                statement to the effect that any person whose interest or discount income
                derived from such Notes is not exempt from tax shall include such interest or
                discount income in a return of income made under the ITA; and

        (ii)    the Issuer, or such other person as the Comptroller may direct, furnishing to
                the Comptroller and the Authority a return on the debt securities within such
                period as the Comptroller may specify and such other particulars in connection
                with such Notes as the Comptroller may require,

        interest and discount income derived from such Notes is not subject to withholding of
        tax by the Issuer.

However, notwithstanding the foregoing:

(a)     if during the primary launch of any Tranche or Series of Notes, the Notes of such
        Tranche or Series are issued to fewer than four persons and 50 per cent. or more of
        the principal amount of such Tranche or Series of Notes is beneficially held or funded,
        directly or indirectly, by related parties of the Issuer, such Tranche or Series of Notes
        would not qualify as "qualifying debt securities"; and

(b)     even though the Notes of a Tranche or Series are "qualifying debt securities", if, at any
        time during the tenure of such Tranche or Series of Notes, 50 per cent. or more of the

                                            79
             principal amount of such Tranche or Series of Notes is held beneficially or funded,
             directly or indirectly, by any related party(ies) of the Issuer, interest and discount
             income derived by:

             (i)      any related party of the Issuer; or

             (ii)     any other person where the funds used by such person to acquire Notes under
                      such Tranche or Series are obtained, directly or indirectly, from any related
                      party of the Issuer,

             shall not be eligible for the tax exemption or the concessionary rate of tax of 10 per
             cent.

     The term "related party", in relation to a person, means any other person who, directly or
     indirectly, controls that person, or is controlled, directly or indirectly, by that person, or where he
     and that other person, directly or indirectly, are under the control of a common person.

     Notwithstanding that the Issuer is permitted to make interest and discount payments in respect
     of any Tranche or Series of Notes qualifying as "qualifying debt securities" without deduction or
     withholding for tax under Section 45 or Section 45A of the ITA, any person whose interest or
     discount income derived from such Tranche or Series of Notes is not exempt from tax is
     required to include such interest or discount income in a return of income made under the ITA.

     Prospective purchasers of any Tranche or Series of Notes are advised to refer to the Pricing
     Statement to ascertain whether the Tranche or Series of Notes are specifically qualifying debt
     securities.

2.   Certain Types of Premium and Discount Payments

     Certain types of premium payable in respect of the Notes which are "income" in nature but
     which are not legally deemed or construed to be interest will be subject to tax in accordance
     with normal tax rules. The current interpretation of the Inland Revenue Authority of Singapore is
     that the Issuer is required to account for withholding tax under Section 45A of the ITA where a
     premium is made to a person not known to be a resident of Singapore for tax purposes.
     Prospective holders of any Tranche or Series of the Notes are advised to consult their own tax
     advisers on the tax consequences that may apply to their particular situations.

3.   Capital Gains

     Any gains considered to be in the nature of capital made from the sale of Notes will not be
     taxable in Singapore. However, any gains from the sale of Notes which are gains from any
     trade, business, profession or vocation carried on by that person, if accruing in or derived from
     Singapore, may be taxable as such gains are considered revenue in nature.

4.   Estate Duty

     Singapore estate duty is imposed on the value of immovable property situated in Singapore and
     movable property, wherever it may be situated, passing on the death of an individual domiciled
     in Singapore.

     Accordingly, Notes passing upon the death of an individual domiciled in Singapore are subject
     to Singapore estate duty upon such individual's death. Singapore estate duty is payable to the
     extent that the value of the Notes aggregated with any other assets subject to Singapore estate
     duty exceeds S$600,000.

     Estate duty, however, is not imposed on movable properties in Singapore passing on the death,
     on or after 1 January 2002, of persons who are not domiciled in Singapore. Accordingly, where

                                                  80
an individual holder of the Notes is not domiciled in Singapore at the time of the individual’s
death, the Notes will not be subject to Singapore estate duty.

Prospective purchasers of the Notes who are individuals, whether or not domiciled in
Singapore, should consult their own tax advisors regarding the Singapore estate duty
consequences of their investment.




                                          81
                                       SELLING RESTRICTIONS

General

No action has been or is currently intended to be taken in any jurisdiction by any Dealer or any
Distributor that would permit a public offering of any Notes, or possession or distribution of this Base
Prospectus or any Pricing Statement or any part thereof, or any other offering or publicity material
relating to Notes, in any country or jurisdiction where action for that purpose is required (other than
Singapore). Each of the Dealers and the Distributors will not offer or sell any Notes and will not
distribute this Base Prospectus, or any Pricing Statement or any part thereof or any other offering or
publicity material relating to Notes, except in accordance with all applicable laws and regulations in the
relevant jurisdiction.

United States

The Notes have not been and will not be registered under the Securities Act. Notes in bearer form
having a maturity of more than one year are subject to U.S. tax law requirements. Subject to certain
exceptions, Notes may not be offered, sold or delivered within the United States or to U.S. persons.
Each of the Dealers and the Distributors has agreed or will agree that it will not offer, sell or deliver a
Note in bearer form within the United States or to U.S. persons except as permitted by the Programme
Agreement or the Distribution Agreement.

In addition, until 40 days after the commencement of the offering of any identifiable Tranche, an offer or
sale of Notes within the United States by the Dealers or the Distributors (whether or not participating in
the offering) may violate the registration requirements of the Securities Act.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the
Prospectus Directive (each, a "Relevant Member State"), each of the Dealers and the Distributors has
represented and agreed or will represent and agree, that with effect from and including the date on
which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant
Implementation Date") it has not made and will not make an offer of Notes to the public in that
Relevant Member State, except that it may, with effect from and including the Relevant Implementation
Date, make an offer of Notes to the public in that Relevant Member State:

(a)     in (or in Germany, where the offer starts within) the period beginning on the date of publication
        of a prospectus in relation to those Notes which has been approved by the competent authority
        in that Relevant Member State or, where appropriate, approved in another Relevant Member
        State and notified to the competent authority in that Relevant Member State, all in accordance
        with the Prospectus Directive and ending on the date which is 12 months after the date of such
        publication;

(b)     at any time to legal entities which are authorised or regulated to operate in the financial markets
        or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;

(c)     at any time to any legal entity which has two or more of (1) an average of at least 250
        employees during the last financial year; (2) a total balance sheet of more than 43,000,000
        and (3) an annual net turnover of more than 50,000,000, as shown in its last annual or
        consolidated accounts; or

(d)     at any time in any other circumstances which do not require the publication by the Issuer of a
        prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an "offer of Notes to the public" in relation to any
Notes in any Relevant Member State means the communication in any form and by any means of
sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to

                                                    82
decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any
measure implementing the Prospectus Directive in that Member State and the expression "Prospectus
Directive" means Directive 2003/71/EC and includes any relevant implementing measure in each
Relevant Member State.

United Kingdom

Each of the Dealers and the Distributors has represented, warranted and agreed or will represent,
warrant and agree that:

(a)     in relation to any Notes which have a maturity of less than one year, (i) it is a person whose
        ordinary activities involve it in acquiring, holding, managing or disposing of investments (as
        principal or agent) for the purposes of its business and (ii) it has not offered or sold and will not
        offer or sell the Notes other than to persons whose ordinary activities involve them in acquiring,
        holding, managing or disposing of investments (as principal or as agent) for the purposes of
        their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of
        investments (as principal or agent) for the purposes of their businesses where the issue of the
        Notes would otherwise constitute a contravention of Section 19 of the Financial Services and
        Markets Act 2000 (the "FSMA") by the Issuer;

(b)     it has only communicated or caused to be communicated and will only communicate or cause
        to be communicated any invitation or inducement to engage in investment activity (within the
        meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the
        Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer or the
        Guarantor; and

(c)     it has complied and will comply with all applicable provisions of the FSMA with respect to
        anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.

Hong Kong

In relation to each Tranche of Notes issued by the Issuer, each of the Dealers and the Distributors has
represented and agreed or will represent and agree that:

(a)    it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any
       Notes other than (i) to "professional investors" as defined in the Securities and Futures
       Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (ii) in other
       circumstances which do not result in the document being a "prospectus" as defined in the
       Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public
       within the meaning of that Ordinance; and

(b)    it has not issued or had in its possession for the purposes of issue, and will not issue or have in
       its possession for the purposes of issue, whether in Hong Kong or elsewhere, any
       advertisement, invitation or document relating to the Notes, which is directed at, or the contents
       of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do
       so under the securities laws of Hong Kong) other than with respect to Notes which are or are
       intended to be disposed of only to persons outside Hong Kong or only to "professional
       investors" as defined in the Securities and Futures Ordinance (Cap. 571 of Hong Kong) and
       any rules made under that Ordinance.




                                                    83
                         GENERAL AND STATUTORY INFORMATION

1.   The Issuer has obtained all necessary consents, approvals and authorisations in connection
     with the establishment of the Programme. The establishment of the Programme has been
     authorised by the board of directors of the Issuer. The Issuer has obtained or will obtain all
     necessary consents, approvals and authorisations in connection with the issue and
     performance of any Notes issued by it.

2.   The Guarantor has obtained all necessary consents, approvals and authorisations in
     connection with the provision and performance of the Guarantee. The provision and
     performance of the Guarantee has been authorised by the board of directors of the Guarantor.

3.   The relevant Pricing Statement will indicate if Notes have been accepted for clearance through
     Euroclear and Clearstream, Luxembourg or CDP, as the case may be. The common code and
     the International Securities Identification Number or, where applicable, the identification
     number for any other relevant Clearing System for each Series of Notes (or details of how to
     obtain such information) will be set out in the relevant Pricing Statement.

4.   For so long as any Notes remain outstanding or are offered under the Programme, the
     following documents (or copies thereof) will be available during normal business hours on any
     weekday (being a day other than a Saturday, a Sunday or a public holiday) for inspection at
     the registered office of the Issuer in Singapore:

     (a)     this Base Prospectus, as well as any supplementary or replacement base prospectus
             issued since the date of this Base Prospectus, together with any Pricing Statements
             and Pricing Supplements;

     (b)     the Memorandum and Articles of Association of the Issuer;

     (c)     the Trust Deed;

     (d)     the Agency Agreement;

     (e)     the Programme Agreement;

     (f)     the Depository Services Agreement;

     (g)     the Deed of Covenant;

     (h)     the Swap Agreements; and

     (i)     the Audited Financial Statements.

5.   Noteholders will not be receiving periodic reports on their investments. However, the Issuer is
     required by Singapore law to provide periodic reports to the Authority and the Trustee stating,
     amongst other things, whether the limitations on the amount that the Issuer may borrow has
     been exceeded and whether or not any event has happened which has caused or could cause
     the Notes to become enforceable.

6.   The Issuer has not published, and is not required by Singapore law to publish, any financial
     statements save for the audited financial statements which it is required under the Companies
     Act to file with the Accounting and Corporate Regulatory Authority of Singapore each year.
     However, each of the Issuer and the Guarantor is required by Singapore law to lodge with the
     Authority and the Trustee (a) a profit and loss account for the first six months of every financial
     year and a balance sheet as at the end of that period, and (b) a profit and loss account for
     every financial year and a balance sheet as at the end of that period. The profit and loss
     accounts and balance sheets must be audited unless this requirement is dispensed with by the

                                                 84
      Trustee by notice in writing. The Trustee has agreed to dispense with the audit of the profit and
      loss account for the first six months of every financial year and the balance sheet as at the end
      of each such period, and Noteholders should note that such financial statements will not be
      audited.

7.    There are no legal or arbitration proceedings against the Issuer, the Trustee or the Guarantor,
      including those which are pending or known to be contemplated, which may have, or have had
      in the last 12 months preceding the date of lodgment of this Base Prospectus, a material effect
      on the financial position or profitability of the Issuer, the Trustee or the Guarantor, as the case
      may be.

8.    The Arranger has given, and has not withdrawn, its written consent to the issue of this Base
      Prospectus with the inclusion herein of its name and all references thereto, in the form and
      context in which it appears in this Base Prospectus.

9.    The Trustee has given, and has not withdrawn, its written consent to the issue of this Base
      Prospectus with the inclusion herein of its name and all references thereto, in the form and
      context in which it appears in this Base Prospectus.

10.   There will not be any pre-emptive rights to subscribe for, or purchase, the Notes.




                                                  85
                                            GLOSSARY

For the purpose of this Base Prospectus and the relevant Pricing Statement, the following definitions
apply, where the context so admits:

Term                                    Meaning

"Agency Agreement"                      The agency agreement dated 6 October 2006 (as amended,
                                        supplemented and/or restated from time to time) made
                                        between the Issuer, the Guarantor, the Trustee, the Issuing
                                        and Paying Agent and the Agent Bank.

"Agent Bank"                            Société Générale, Singapore Branch or such other agent
                                        bank as may be appointed under the Agency Agreement from
                                        time to time.

"Agents"                                The Issuing and Paying Agent, the Registrar, the other Paying
                                        Agents, the Transfer Agent and the Agent Bank or any of
                                        them and includes such other Agent or Agents as may be
                                        appointed under the Agency Agreement from time to time.

"Arranger"                              Société Générale, Singapore Branch.

"Audited Financial Statements"          The audited consolidated financial statements of the
                                        Guarantor for each of the years ended 31 December 2003, 31
                                        December 2004 and 31 December 2005.

"Authority"                             The Monetary Authority of Singapore.

"Base Prospectus"                       This base prospectus.

"Bearer Global Note"                    A Temporary Global Note and/or a Permanent Global Note,
                                        as the context may require.

"Bearer Notes"                          Notes issued in bearer form.

"CDP"                                   The Central Depository (Pte) Limited.

"Clearing System"                       Euroclear, Clearstream, Luxembourg, CDP or any other entity
                                        selected by the Issuer to act as a clearing system in relation
                                        to an issue of Notes.

"Clearstream, Luxembourg"               Clearstream Banking, société anonyme.

"Companies Act"                         Companies Act, Chapter 50 of Singapore, as amended or re-
                                        enacted from time to time.

"Couponholders"                         Holders of Coupons and, unless the context otherwise
                                        requires, includes holders of Talons.

"Coupons"                               The interest coupons relating to interest bearing Bearer Notes
                                        in definitive form and, unless the context otherwise requires,
                                        includes Talons.

"Dealers"                               Société Générale, Singapore Branch and such other dealer(s)
                                        as may be appointed under the Programme Agreement from
                                        time to time.

                                                  86
"Deed of Covenant"                The deed of covenant to be executed by the Issuer by way of
                                  deed poll in relation to the Notes (as amended, supplemented
                                  and/or restated from time to time).

"Depository Agents"               Corporate depositors approved by CDP under the Companies
                                  Act to maintain securities sub-accounts and to hold Notes in
                                  such securities sub-accounts for themselves and their clients.

"Depository Services Agreement"   The master depository services agreement to be made
                                  between the Issuer and CDP relating to the terms and
                                  conditions for the clearing and settlement of the Notes
                                  through the CDP book-entry system (as amended,
                                  supplemented and/or restated from time to time).

"Distribution Agreement"          Each distribution agreement, if any, entered into between,
                                  inter alia, the Issuer, the Guarantor and a distributor in
                                  relation to the distribution of an offer of Notes (as amended,
                                  supplemented and/or restated from time to time).

"Distributor"                     A distributor of Notes appointed pursuant to a Distribution
                                  Agreement.

"Euro", " " or "EUR"              The currency introduced at the start of the third stage of
                                  European economic and monetary union pursuant to the
                                  Treaty establishing the European Community, as amended by
                                  the Treaty on European Union and the Treaty of Amsterdam.

"Euroclear"                       Euroclear Bank S.A./N.V. as operator of the Euroclear
                                  System.

"Extraordinary Resolution"        A resolution passed at a meeting of Noteholders duly
                                  convened and held in accordance with the Trust Deed by a
                                  majority of at least 75 per cent. of the votes cast.

"Global Note"                     A global Note representing Notes of one or more Tranches of
                                  the same Series, being a Temporary Global Note, Permanent
                                  Global Note and/or, as the context may require, a Registered
                                  Global Note.

"Group"                           The Guarantor and its related corporations.

"Guarantee"                       The guarantee provided by the Guarantor for the due
                                  payment of all principal and interest (if any) on the Notes and
                                  any other amounts expressed to be payable by the Issuer
                                  under the Trust Deed and the Notes, Receipts and Coupons.

"Guarantor" or "Keppel"           Keppel Corporation Limited.

"Issue Date"                      In respect of any Note, the date of issue of such Note.

"Issue Price"                     In respect of any Note, the price at which such Note is or will
                                  be issued by the Issuer.

"Issuer"                          Keppel Structured Notes Pte. Limited.




                                           87
"Issuing and Paying Agent"   Société Générale, Singapore Branch or such other issuing
                             and paying agent as may be appointed under the Agency
                             Agreement from time to time.

"ITA"                        Income Tax Act, Chapter 134 of Singapore, as amended or
                             re-enacted from time to time.

"Latest Practicable Date"    29 August 2006.

"Market Agent'               Any person who effects market making arrangements in
                             connection with an issue of Notes.

"Noteholders"                Holders of Notes.

"Notes"                      The notes issued or to be issued by the Issuer pursuant to the
                             Programme.

"Paying Agent"               The Issuing and Paying Agent and/or such other paying
                             agent, as the context requires, as may be appointed under
                             the Agency Agreement from time to time.

"Permanent Global Note"      A permanent global Note representing Bearer Notes of one or
                             more Tranches of the same Series, either on issue or upon
                             exchange of interests in a Temporary Global Note.

"Pricing Statement"          In relation to any Series of Notes, the pricing statement
                             specifying the relevant issue details in relation to such Series.

"Pricing Supplement"         The pricing supplement setting out the terms and conditions
                             applicable to each Series or Tranche of Notes.

"Programme"                  The S$1,000,000,000 Structured Note Programme described
                             in this Base Prospectus.

"Programme Agreement"        The programme agreement dated 6 October 2006 (as
                             amended, supplemented and/or restated from time to time)
                             made between the Issuer, the Guarantor, the Arranger and
                             the Programme Dealer.

"Programme Dealer"           Société Générale, Singapore Branch.

"Receiptholder"              Holder of any Receipts.

"Receipts"                   The receipts for the payment of instalments of principal (other
                             than the final instalment) in respect of Bearer Notes in
                             definitive form of which the principal is repayable in
                             instalments.

"Register"                   The register of holders of Registered Notes maintained by the
                             Registrar for each Series of Registered Notes.

"Registered Global Note"     A global note representing Registered Notes.

"Registered Notes"           Notes issued in registered form.




                                      88
"Registrar"                                  Such registrar as may be appointed under the Agency
                                             Agreement from time to time.

"Regulation S"                               Regulation S of the Securities Act.

"Securities Act"                             United States Securities Act of 1933.

"Series"                                     A Tranche of Notes together with any further Tranche or
                                             Tranches of Notes which are (a) expressed to be
                                             consolidated and form a single series and (b) identical in all
                                             respects except for their respective Issue Dates, Issue Prices,
                                             Specified Currencies, interest commencement dates and/or
                                             dates of the first payment of interest.

"SFA"                                        Securities and Futures Act, Chapter 289 of Singapore, as
                                             amended or re-enacted from time to time.

"SFR"                                        Securities and Futures (Offers of Investments) (Shares and
                                             Debentures) Regulations 2005, as amended or re-enacted
                                             from time to time.

"SGX-ST"                                     Singapore Exchange Securities Trading Limited.

"Sponsor"                                    Keppel Corporation Limited.

"Swap Agreements"                            Each swap agreement, if any, entered into between, inter alia,
                                             the Issuer and a Swap Provider in connection with the issue
                                             of any Notes (as amended, supplemented and/or restated
                                             from time to time).

"Swap Provider"                              The relevant bank or financial institution specified as such in
                                             the relevant Pricing Statement.

"S$", "SGD", "Singapore dollar" or "cents"   The lawful currency of the Republic of Singapore.

"Temporary Global Note"                      A temporary global Note representing Bearer Notes of one or
                                             more Tranches of the same Series on issue.

"Tranche"                                    Notes which are identical in all respects.

"Transaction Documents"                      The Trust Deed, the Agency Agreement, the Programme
                                             Agreement, the Swap Agreements, the Depository Services
                                             Agreement and the Deed of Covenant.

"Transfer Agent"                             Such transfer agent as may be appointed under the Agency
                                             Agreement from time to time.

"Trust Deed"                                 The trust deed dated 6 October 2006 (as amended,
                                             supplemented and/or restated from time to time) made
                                             between the Issuer, the Guarantor, and the Trustee.

"Trustee"                                    RBC Dexia Trust Services Singapore Limited.

"US$", "USD" or "US dollar"                  The lawful currency of the United States of America.




                                                      89
Terms defined in the Terms and Conditions of the Notes shall have the same meanings in this Base
Prospectus and shall prevail in the event of any conflict with the terms defined in this Base Prospectus.

Terms used in the section on "Summary of the Programme" in this Base Prospectus shall bear the
same meanings when used elsewhere in this Base Prospectus.

The expressions "we", "us" or "our" shall, unless otherwise stated, mean the Issuer.

Words importing the singular shall, where applicable, include the plural and vice versa and words
importing the masculine gender shall, where applicable, include the feminine and neuter genders and
vice versa. References to persons include corporations.

Any reference to a time of a day in this Base Prospectus and the relevant Pricing Statement will be a
reference to Singapore time, unless otherwise stated.




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