BNP PARIBAS

BNP Paribas is incorporated in France and its registered office is at 16, Bd des Italiens, 75009 Paris, France. The shares of BNP Paribas are listed on the Paris Stock Exchange.

115 DEFINITIONS

"Account Bank" means BNP Paribas, London Branch in its capacity as account bank (which expression will include any additional or successor account banks).

"Account Bank Agreement" means the account bank agreement dated 15 July 2005 between, inter alios, Aquarius + Investments plc and the Account Bank.

"Agency Agreement" means the amended and restated agency agreement dated 29 March 2006 between, inter alios, Aquarius + Investments plc, the Trustee and the Agents.

"Agent" means each of the Principal Paying Agent, the Paying Agents, the Redemption Agent and the Calculation Agent (and together the "Agents").

"Arranger" means BNP Paribas in its capacity as arranger.

"Calculation Agent" means BNP Paribas, London Branch in its capacity as calculation agent (which expression will include any additional or successor calculation agent).

"Clearstream, Luxembourg" means Clearstream Banking Société anonyme of 42 avenue JF Kennedy, L-1855 Luxembourg.

"Conditions" means the conditions of the Notes as specified under the section of this Prospectus headed "Conditions of the Notes" above.

"Custodial Services Agreement" means the amended and restated custodial services agreement dated 17 May 2004 between, inter alios, Aquarius + Investments plc and the Custodian.

"Custodian" means BNP Paribas, London Branch in its capacity as custodian (which expression will include any additional or successor custodians).

"Dealer" means BNP Paribas, London Branch in its capacity as dealer.

"EEA" means the European Economic Area.

"Effective Reserve Ratio" means in relation to each Class of Notes and any gap risk swap payments date, the greater of (a) one and (b) the ratio of (i) the related Effective Reserve as of the applicable Issue Date (in the case of the first gap risk swap payments date) or as of the date falling 2 Business Days prior to the previous gap risk swap payments date (in the case of any other Gap Risk Swap Payments date), to (ii) the related Effective Reserve as at the applicable Issue Date

"Effective Reserve Threshold" means, in respect of each Class of Notes, the percentage specified under the heading "Effective Reserve Threshold" in the Information Table.

"Eligible Currency" means each currency specified as such in the Information Table.

"EONIA" means, for any relevant date, the overnight rate as calculated by the European Central Bank and appearing on the Telerate Page 247 in respect of that day, if such day is TARGET Settlement Day, or otherwise the immediately preceding TARGET Settlement Day;

"Euroclear" means Euroclear System of 1 boulevard du Roi Albert II, B-1210 Brussels, Belgium.

"Fees" means Cash Intermediation Swap Payments, Gap Risk Swap Payments, Senior Management Fees and Junior Management Fees.

"Floating LTR Notes" means any Class of Notes in respect of which "Zero Coupon Option" is specified as not applicable under the heading "Long-Term Repo" in the Information Table.

"FX Floating Rate" means, in respect of each Performance Swap and Currency Swap, the relevant rate specified as such in the Performance Swap Confirmation or Currency Swap Confirmation.

"FX Rate" (a) in relation to any Floating LTR Notes, has the meaning given to it in Section A, paragraph 2 (Initial Payments) of the section of this Prospectus headed "The Currency Swaps"

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above and (b) in relation to any Zero-Coupon LTR Notes, has the meaning given to it in Section B, paragraph 2 (Initial Payments) of the section of this Prospectus headed "The Currency Swaps"

above.

"Global Master Repurchase Agreement" means the TBMA/ISMA global master repurchase agreement dated the initial Issue Date between the Issuer and the Repo Counterparty relating to the Notes.

"Information Table" means the table specified under the section of this Prospectus headed

"Information Table" above, as may be amended in respect of the issue of any Tap Issue or Further Class of Notes.

"Investment Company Act" means the Investment Company Act of 1940 (as amended).

"Irish Corporate Services Agreement" means the corporate services agreement dated 10 June 2002 between Marsh Management Services (Dublin) Limited and the Issuer.

"Irish Listing Agent" means BNP Paribas Securities Services, Luxembourg as listing agent.

"Issue Amount" means, in respect of each Class of Notes, the amount specified as such in the Information Table.

"Issue Date" means, in respect of each Class of Notes, the date specified as such in the Information Table.

"Issue Price" means, in respect of each Class of Notes, the percentage of the Issue Amount specified as such in the Information Table.

"Junior Management Fee Proportion" means, in respect of each Class of Notes, the percentage specified as such in the Information Table in relation to such Class.

"Lock-In Amount" means, in respect of each Class of Lock-In Notes at any time, the aggregate of:

(a) the related Lock-In Excess at such time (if any); and

(b) the related Lock-In Amount as at 5 p.m. New York time on the previous day.

"Lock-In Excess" means, in respect of each Class of Lock-In Notes at any time up to the occurrence of a Portfolio Close-Out Event, the excess (if any) of (a) the related Effective Reserve over (b) the product of (i) the related Effective Reserve Threshold and (ii) the related Investor Noteholding, in each case as at such time.

"Lock-In Notes" means any Class of Notes in respect of which "Applicable" is specified under the heading "Lock-In Option" in the Information Table.

"lower tier two instruments" will be interpreted in accordance with the FSA Handbook of Rules and Guidance.

"Master Trust Deed" means the amended and restated master trust deed dated 29 March 2006 between, inter alios, Aquarius + Investments plc and the Trustee.

"Member States" means the member states of the European Union.

"Moody's" means Moody's Investors Service, Inc., or any successor to its ratings business.

"Note Value" means, in respect of each Class of Notes, an amount determined by the Swap Counterparty and displayed on its internal Bloomberg pages, equal to the mid-market value of the Notes of such Class on such date.

"Paying Agents" means the Principal Paying Agent together with the other paying agents specified in the Agency Agreement.

"Performance Swap Confirmation" means the confirmation described as such and dated the initial Issue Date between the Issuer, the Calculation Agent, the Swap Counterparty and the Portfolio Manager.

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"Portfolio Manager" means AIG Global Investment Corp. (Europe) Ltd or any successor thereto.

"Principal Paying Agent" means BNP Paribas, Dublin Branch in its capacity as principal paying agent (which expression will include any successor paying agent).

"Programme Agreement" means the programme agreement dated 29 March 2006 between Aquarius + Investments plc and the Dealer relating to the Programme.

"Prospectus Regulation" means Commission Regulation EC No 809/1004.

"Qualified Institutional Buyer" means a "qualified institutional buyer" as defined in Rule 144A.

"Qualified Purchaser" means a "qualified purchaser" as such term is defined in Section 2(a)(51) of the Investment Company Act of 1940 (as amended).

"Rating Agency" means Moody's.

"Redemption Agent" means BNP Paribas, London Branch as redemption agent (which expression will include any additional or successor redemption agents).

"Redemption Date" means, in respect of each Class of Notes, the date specified as such in the Information Table, subject to adjustment in accordance with the Business Day Convention.

"Reference Asset" means any Cash Reference Asset, Synthetic Reference Asset, Interest Rate Transaction or Bond Repo Transaction.

"Reference Entity" means, in respect of any Performance Swap as at any date, each reference entity under any Synthetic Reference Asset and the Issuer, or applicable guarantor of the issuer, of any Cash Reference Asset in the Reference Portfolio of such Performance Swap.

"Regulation S" means Regulation S under the Securities Act.

"Repo Counterparty" means BNP Paribas, London Branch in its capacity as repo counterparty (which expression will include any additional or successor repo counterparty).

"Required Reserve" means, in respect of any Class of Notes on any Business Day, an amount calculated by reference to the concentration, maturity, spread, and nominal or notional amount of all Reference Assets comprised in the related Reference Portfolio, whether the notional position in such Reference Assets is long or short and the management strategy relevant to such Reference Asset (see paragraph 2 (Management Strategies) of the section of this Prospectus headed

"Management of the Reference Portfolios" for a description of the management strategies).

"Rule 144A" means Rule 144A under the Securities Act.

"Secured Creditors" means, in relation to each Class of Notes, the applicable Noteholders, the Trustee, the Agents, the Swap Counterparty, the Repo Counterparty and the Portfolio Manager.

"Securities Act" means the Securities Act of 1933 (as amended).

"Senior Management Fee Rate" means, in respect of each Class of Notes, the rate specified as such in the Information Table in relation to such Class.

"Supplemental Trust Deed" means the supplemental trust deed dated the initial Issue Date between, inter alios, the Issuer, the Co-Issuer, the Swap Counterparty, the Repo Counterparty, the Portfolio Manager and the Trustee.

"Swap Counterparty" means BNP Paribas, London Branch in its capacity as swap counterparty (which expression will include any additional or successor swap counterparty).

"TARGET" means the Trans-European Automated Real-time Gross settlement Express Transfer system.

"Target Rate" means, in respect of each Class of Notes, the rate specified as such in respect of such Class of Notes in the Information Table (for the purposes of determining the Junior Management Fees).

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"TARGET Settlement Day" means a day on which the TARGET system is open.

"tier one instruments" will be interpreted in accordance with the FSA Handbook of Rules and Guidance.

"Total Protected Amount" means, in respect of each Class and any date, an amount in the related Notes Currency equal to the sum of:

(a) the Protected Amount in respect of an amount of such Class of Notes equal to the related Investor Noteholding on such date;

(b) the Gap Risk Swap Payments which would be payable on such date if a Portfolio Close-Out Event occurred on such date in respect of the related Investor Noteholding;

(c) the accrued and unpaid Fees (excluding Junior Management Fees) and Contingent Coupon Amounts (if any) as at such date in respect of an amount of such Class of Notes equal to the related Investor Noteholding; and

(d) the present value of expected operating expenses (up to the specified cap on such operating expenses) falling due and payable after such date, discounted at the prevailing Reserve Coupon Yield (or following a Portfolio Close-Out Event, the prevailing Zero-Coupon Yield in respect of such Notes) on such date and, in the case of FX Notes, converted into the related Notes Currency at the applicable prevailing Spot Rate, in respect of an amount of such Class of Notes equal to the related Investor Noteholding.

"Total Protected Amount Shortfall" means:

(a) in relation to each Performance Swap relating to Zero-Coupon LTR Notes and a Portfolio Close-Out Event, an amount equal to the excess (if any) of (i) the relevant Total Protected Amount in respect of the related Class of Notes over (ii) the sum of (A) the market value of the applicable Zero-Coupon Long-Term Repo Transaction relating to the relevant Class of Notes, as determined by the Swap Counterparty (B) the market value of the applicable Zero-Coupon Currency Swap if the relevant Class of Notes are FX Notes, as determined by the Swap Counterparty and (C) an amount in the related Notes Currency equal to the market value of such Performance Swap, as determined by the Swap Counterparty, converted where applicable into the relevant Notes Currency at the relevant prevailing Spot Rate; and

(b) in relation to each Performance Swap relating to Floating LTR Notes and a Portfolio Close-Out Event, an amount equal to the excess (if any) of (i) the sum of (A) the relevant Total Protected Amount in respect of the related Class of Notes, (B) the cost (as determined by the Repo Counterparty) of the early termination in full of the related Floating Long-Term Repo Transaction and (C) the cost (as determined by the Swap Counterparty) of the early termination in full of the related Floating Currency Swap, if the relevant Class of Notes are FX Notes over (ii) the sum of (A) the repurchase price on such date of the related Long Term Floating Repo Transaction, (B) any gain to the Issuer (as determined by the Repo Counterparty) of the early termination in full of the related Long Term Floating Repo Transaction, (C) any gain to the Issuer (as determined by the Swap Counterparty) in the early termination in full of the related Floating Currency Swap, if the relevant Class of Notes are FX Notes and (D) an amount in the related Notes Currency equal to the market value of such Performance Swap, as determined by the Swap Counterparty, converted where applicable into the relevant Notes Currency at the relevant prevailing Spot Rate.

"Trust Deed" means the Master Trust Deed and the applicable Supplemental Trust Deed together.

"Trustee" means BNP Paribas Trust Corporation UK Limited in its capacity as trustee (which expression will include any additional or successor trustee).

"upper tier two instruments" will be interpreted in accordance with the FSA Handbook of Rules and Guidance.

"Zero-Coupon LTR Notes" means any Class of Notes in respect which "Zero-Coupon" is specified as applicable under the heading "Long-Term Repo" in the Information Table.

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"Zero-Coupon Currency Swap" means a zero coupon currency swap described in Part A, paragraph 8 (Portfolio Close-Out Event), Part B, paragraph 1 (General) or Part B, paragraph 5 (Portfolio Close-Out Event) of the section of the Prospectus headed "The Currency Swaps" above.

"Zero-Coupon Long-Term Repo Transaction" means a zero coupon repurchase agreement described in Part A, paragraph 7 (Portfolio Close-Out Event), Part B, paragraph 1 (General) or Part B, paragraph 7 (Portfolio Close-Out Event) of the section of the Prospectus headed "The Repo Agreement" above.

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