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Fortis Luxembourg Finance S.A. Fortis Bank - BNP Paribas Fortis

Fortis Luxembourg Finance S.A. Fortis Bank - BNP Paribas Fortis

Fortis Luxembourg Finance S.A. Fortis Bank - BNP Paribas Fortis

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Guarantee of <strong>Fortis</strong> <strong>Bank</strong><br />

The following is substantially the text of the Guarantee that will be executed by the<br />

Guarantor for each Note issue and that will be endorsed on the Notes.<br />

FORTIS BANK nv-sa (the "Guarantor") unconditionally and irrevocably guarantees to the holder of this<br />

Note (and, where relevant, the coupons appertaining hereto) the due and punctual payment, in accordance<br />

with the Terms and Conditions of the Notes (terms defined in the Terms and Conditions shall, insofar as the<br />

context so admits, have the same meaning when used herein), of the principal of, interest (if any) on, and any<br />

other amounts and considerations payable under this Note upon the following terms:<br />

(1) In the event of any failure by the Issuer to pay punctually any such principal, interest (if any) or other<br />

amount or consideration, the Guarantor agrees to cause each and every such payment to be made as if the<br />

Guarantor instead of the Issuer were expressed to be the primary obligor of this Note or, as the case may be,<br />

of any coupons appertaining hereto to the intent that the holder shall receive the same amounts in respect of<br />

principal, interest (if any) or such other amount or consideration as would have been receivable had such<br />

payments been made by the Issuer.<br />

(2) The Guarantor agrees that its obligations under this Guarantee shall be unconditional and irrevocable,<br />

irrespective of the validity, regularity or enforceability of any Note or any coupon, the absence of any action<br />

to enforce the same, the recovery of any judgement against the Issuer or any action to enforce the same or<br />

any circumstance which might otherwise constitute a discharge or defence of a guarantor.<br />

(3) The Guarantor confirms with respect to each Note (and coupon, if any) and the indebtedness evidenced<br />

thereby, that it does not have and will not assert as a defence to any claim hereunder any right to require any<br />

proceedings first against the Issuer nor will it assert as a defence to any claim hereunder any lack of<br />

diligence, presentment to the Issuer or the Paying Agents, any demand for payment from the Issuer or the<br />

Paying Agents, any filing of claims with any court in the event of merger, insolvency or bankruptcy of the<br />

Issuer, any protest, notice or any other demand whatsoever (other than a demand for payment of this<br />

Guarantee) and the Guarantor covenants that this Guarantee will not be discharged except by complete<br />

performance of the obligations contained in each Note (and coupon, if any) and in this Guarantee.<br />

(4) This Guarantee constitutes a direct, unconditional, irrevocable, unsubordinated and (subject to the<br />

provisions below) unsecured obligation of the Guarantor and ranks pari passu (subject to mandatory preferred<br />

debts under applicable laws) equally and rateably with all other present and future outstanding unsecured and<br />

unsubordinated obligations of the Guarantor including deposits received by it in its banking business.<br />

(5) The Guarantor agrees that it shall comply with and be bound by those provisions contained in the Terms<br />

and Conditions of the Notes which relate to it.<br />

(6) This Guarantee is governed by, and shall be construed in accordance with, the laws of the Kingdom of<br />

Belgium. Claims against the Guarantor thereunder may be brought before any competent court in Belgium, to<br />

the non-exclusive jurisdiction of all of which the Guarantor hereby submits.<br />

In witness whereof the Guarantor has caused this Guarantee to be duly executed.<br />

Dated as of 27 July 2005<br />

FORTIS BANK nv-sa<br />

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