Lead Managers:

HSBC Securities (USA) Inc. (86%)

Co-Managers:

Banc of America Securities LLC (2%), Citigroup Global Markets Inc. (2%), Commerzbank Capital Markets Corp. (2%), J.P. Morgan Securities Inc. (2%), LaSalle Financial Services, Inc. (2%), Merrill Lynch, Pierce, Fenner & Smith Inc. (2%), Morgan Stanley & Co. Incorporated (2%)

Structure:

30 yr Global Fixed Rate Subordinated Notes

Ratings:

Aa3/A/AA-(Pos Outlook/ Pos Outlook/Stable)

Pricing Date:

April 26, 2006

Interest Accrual Date:

May 3, 2006

Settlement Date:

May 3, 2006

Maturity Date:

May 2, 2036

Form of Note:

Subordinated Dated Notes (Lower Tier II)

Form of Offering:

SEC Registered Global

CUSIP:

404280 AG 4

ISIN:

US404280AG49

Principal Amount:

$900,000,000

Benchmark Treasury:

UST 5.375% 2/31

Treasury Yield:

5.281%

Treasury Price:

101-09

Re-offer Spread:

UST + 123 basis points

Coupon:

6.500%

Re-offer Yield:

6.511%

Issue Price:

99.856%

Gross Fees:

0.875%

Net Price:

98.981%

Total Proceeds to Issuer:

$890,829,000

Coupon Payment Dates:

Semi-annual on each May 2 and November 2; commencing on November 2, 2006

Call Features:

NCL

Day Count Convention:

30/360

Minimum Denominations:

$100,000 and integral multiples of $1,000 thereafter

Listing:

NYSE

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-811-8049.