AXF AB Svensk Ekport

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Filed Pursuant to Rule 424(b)(2)

Registration No. 333-156118

Pricing Supplement No. 72 (to Prospectus and Prospectus Supplement
each dated December 15, 2008)

$10,000,000

AKTIEBOLAGET SVENSK EXPORTKREDIT (PUBL)
(Swedish Export Credit Corporation)

Modified S&P DTI-TR Linked Notes
Due October 4, 2010

Your notes are issued by Aktiebolaget Svensk Exportkredit (Publ) (Swedish Export Credit Corporation) (“SEK”).  Your return on the notes at maturity is linked to the performance of the Standard & Poor’s Diversified Trends Indicator-Total Return, which we call the S&P DTI-TR or the Basic Index, as the S&P DTI-TR has been modified by changes to its methodology developed by Goldman Sachs & Co.  We call the S&P DTI-TR, as so modified, the S&P DTI-TR modified or the Modified Index.  The notes are not principal protected.  As a result, at maturity you may receive less than all and possibly none of your principal investment.

On the maturity date, we will pay you a repayment amount in cash, which will be based on the difference between the initial index level of 1585.808 and the final index level as determined on the fifth business day prior to the maturity date, which we call the determination date.  The repayment amount will equal the principal amount of your notes times a leverage factor of three times the percentage increase or decrease in the index, as adjusted to reflect the cost of providing the commodity-linked return on the notes described in this pricing supplement.

We will also pay interest on the notes on December 29, 2009, March 25, 2010 and June 25, 2010 and at maturity or upon earlier redemption or repurchase at a rate equal to three-month U.S. dollar LIBOR minus a spread of 0.27% per annum.  The LIBOR rate will be reset on each quarterly interest payment date.

On any trading day prior to the determination date, a holder of all the notes may exercise the right to require us to repurchase all (but not a portion) of the notes for the repayment amount as determined on the date the holder gives notice of such exercise, plus interest accrued to the repurchase date, subject to the prior occurrence of an index end early event as described below.

An index end early event will be deemed to have occurred on a trading day prior to the determination date on which the S&P DTI-TR modified settles at or below 1347.937, or 85% of the initial index level.  Upon an index end early event, you will receive the repurchase amount determined using the closing value of the S&P DTI-TR modified on the trading day immediately following the date of such event, plus interest accrued to the redemption date.  The amount you will be entitled to receive in such event will be significantly less than the principal amount of your notes and could be zero.

See “Risk Factors” beginning on Page P-16 to read about factors you should consider before buying the notes.

THIS NOTE IS NOT PRINCIPAL PROTECTED.  YOU MAY LOSE UP TO 100% OF YOUR INVESTMENT IN THE NOTES.  THE NOTES ARE OBLIGATIONS OF SEK, AND NOT THE KINGDOM OF SWEDEN.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this pricing supplement or the prospectus and prospectus supplement to which it relates. Any representation to the contrary is a criminal offense.

Goldman, Sachs & Co. has agreed to purchase the notes from us at a price equal to 99.75% of the principal amount of the notes, which will result in $9,975,000 of proceeds to us.

Goldman, Sachs & Co. may offer the notes in transactions in the over-the-counter market or through negotiated transactions at market prices or at negotiated prices.

UPDATED CALCULATION OF REGISTRATION FEE

(1)   The filing fee is calculated in accordance with Rule 457(r) under the Securities Act. Pursuant to Rule 457 (p) under the Securities Act, $30,330.22 of the registration fees paid in respect of the securities covered by the registration statement of which this pricing supplement is a part remains unused. $558.00 of that amount is being offset against the registration fee for this offering and $29,772.22 remains available for future registration fees.

Goldman, Sachs & Co. expects to deliver the notes in book-entry form only through the facilities of The Depository Trust Company against payment in New York, New York, on September 25, 2009.

Standard & Poor’s ®  (“S&P”), S&P ®  and DTI ®  are registered trademarks of Standard and Poor’s Financial Services LLC and have been licensed for use by Goldman, Sachs & Co.  The notes are not sponsored, endorsed, sold or promoted by S&P and S&P makes no representation, warranty or condition regarding the advisability of investing in the notes.

Goldman, Sachs & Co.

Pricing Supplement dated September 18, 2009.

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ABOUT THIS PRICING SUPPLEMENT

This pricing supplement is a supplement to:

·               the accompanying prospectus supplement dated December 15, 2008 relating to our medium-term notes, series E, due nine months or more from date of issue and

·               the accompanying prospectus dated December 15, 2008 relating to our debt securities.

If the information in this pricing supplement differs from the information contained in the prospectus supplement or the prospectus, you should rely on the information in this pricing supplement.

You should read this pricing supplement along with the accompanying prospectus supplement and prospectus.  All three documents contain information you should consider when making your investment decision.  You should rely only on the information provided or incorporated by reference in this pricing supplement, the prospectus and the prospectus supplement.  We have not authorized anyone else to provide you with different information.  We and Goldman, Sachs & Co. are offering to sell the notes and seeking offers to buy the notes only in jurisdictions where it is lawful to do so.  The information contained in this pricing supplement and the accompanying prospectus supplement and prospectus is current only as of its date.

INCORPORATION OF INFORMATION WE FILE WITH THE SEC

The SEC allows us to incorporate by reference the information we file with them.  This means:

·               incorporated documents are considered part of this pricing supplement;

·               we can disclose important information to you by referring you to those documents;

·               information in this pricing supplement automatically updates and supersedes information in earlier documents that are incorporated by reference in the prospectus; and

·               information that we file with the SEC that we incorporate by reference in this pricing supplement will automatically update and supersede this pricing supplement.

We incorporate by reference the document listed below which we furnished to the SEC under the Securities Exchange Act of 1934:

·               our annual report on Form 20-F for the fiscal year ended December 31, 2008, which we filed with the SEC on May 20, 2009;

·               our report on Form 6-K which we furnished to the SEC on June 24, 2009;

·               our report on Form 6-K which we furnished to the SEC on September 2, 2009; and

·               our report on Form 6-K which we furnished to the SEC on September 8, 2009.

We also incorporate by reference each of the following documents that we may file with the SEC after the date of this pricing supplement but before the end of the notes offering:

·               any report on Form 6-K filed by us pursuant to the Securities Exchange Act of 1934 that indicates on its cover or inside cover page that we will incorporate it by reference in the registration statement of which this pricing supplement forms a part; and

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·               reports filed under Sections 13(a), 13(c) or 15(d) of the Securities Exchange Act of 1934.

You may request a copy of any filings referred to above (excluding exhibits), at no cost, by contacting us at the following address:

AB Svensk Exportkredit
(Swedish Export Credit Corporation)
Västra Trädgårdsgatan 11B
10327 Stockholm, Sweden
Tel: 011-46-8-613-8300

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DESCRIPTION OF THE NOTES

We will issue the notes under the indenture.  The information contained in this section and in the prospectus supplement and the prospectus summarizes some of the terms of the notes and the indenture.  This summary does not contain all of the information that may be important to you as a potential investor in the notes.  You should read the indenture and the supplemental indentures before making your investment decision.  We have filed copies of these documents with the SEC and at the offices of the trustee.  You should also carefully consider the matters set forth in “Risk Factors” before you decide to invest in the notes.

For the purposes hereof, the terms “Debt Securities,” “Indexed Security” and “Principal Indexed Security” used in the prospectus, and the terms “Notes” and “Indexed Notes” used in the prospectus supplement, include the notes we are offering in this pricing supplement.

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RISK FACTORS

The following section of this pricing supplement contains information about risks that are particular to the notes.  Investors in the notes are also exposed to further risks related to the issuer of the notes, SEK, which are described in our annual report on Form 20-F for the year ended December 31, 2008, filed with the SEC on May 20, 2009, and incorporated by reference herein.  See the information under “Risk Factors” beginning on page 4 of the annual report on Form 20-F.

Unlike ordinary debt securities, the return on the notes depends on changes in values of a basket of futures contracts on specified commodities, currencies and U.S. Treasury Securities, calculated by the methodologies described under “The Standard & Poor’s Diversified Trends Indicator” and “The S&P DTI-TR Modified” in this Pricing Supplement.  As described in more detail below, the trading price of the notes may vary considerably before the maturity date due, among other things, to fluctuations in the prices of the futures contracts that make up the S&P DTI and other events that are difficult to predict and beyond our control.  Your notes are a riskier investment than ordinary debt securities.  Also, your notes are not equivalent to investing directly in the futures contracts comprising the S&P DTI.  You should carefully consider the risks set forth below before investing in the notes.

The notes are financial instruments that are suitable only for sophisticated investors who are experienced with respect to derivatives and derivative transactions and indexed instruments, and who are able to bear the loss of a portion of their principal investment.  An investment in a product such as the notes linked to the S&P DTI-TR modified is speculative and involves a substantial degree of risk.  Accordingly, you should consult your own financial and legal advisors as to the risks entailed by an investment in the notes and the suitability of such notes in light of your particular circumstances.  For further information, see “Risks associated with foreign currency notes and indexed notes” in the prospectus supplement.

Assuming no changes in market conditions or any other relevant factors, the value of your notes on the date of this pricing supplement (as determined by reference to pricing models used by Goldman, Sachs & Co.) is significantly less than the original issue price.

The value or quoted price of your notes at any time, however, will reflect many factors and cannot be predicted.  If Goldman, Sachs & Co. makes a market in the notes, the price quoted by Goldman, Sachs & Co. would reflect any changes in market conditions and other relevant factors, and the quoted price (and the value of your notes that Goldman, Sachs & Co. will use for account statements or otherwise) could be higher or lower than the original issue price, and may be higher or lower than the value of your notes as determined by reference to pricing models used by Goldman, Sachs & Co.

If at any time a third party dealer quotes a price to purchase your notes or otherwise values your notes, that price may be significantly different (higher or lower) than any price quoted by Goldman, Sachs & Co.  You should read “—The market value of your notes may be influenced by many factors that are complex and unpredictable, including volatile commodities prices” below.

Furthermore, if you sell your notes, you will likely be charged a commission for secondary market transactions, or the price will likely reflect a dealer discount.

There is no assurance that Goldman, Sachs & Co. or any other party will be willing to purchase your notes and, in this regard, Goldman, Sachs & Co. is not obligated to make a market in the notes.  See “—Secondary trading in the notes may be limited” below.

We will not repay you a fixed amount of principal on the notes at maturity and we are not liable for any loss of principal that you may incur due to fluctuations in the index level.

The repayment amount will depend on the change in the value of the S&P DTI-TR modified.  Because the value of the Modified Index is subject to market fluctuations, the repayment amount may be less than the principal amount of the notes, and you will lose part or all of your investment if the final index level is below the initial index level.  Even if the final index level is above the initial index level, you may lose part of your principal investment if the excess does not offset the deduction in the repayment amount

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for the cost of providing the commodity-linked return on the notes.  You may also lose part or all of your investment if you sell the notes in the secondary market before their maturity.

Leverage increases the sensitivity of your notes to changes in the value of the Modified Index.

Because your investment in the notes is leveraged, changes in the value of the Modified Index will have a greater impact on the payout on your notes than on a payout on securities that are not so leveraged.  Since the leverage factor provides 300% exposure to increases and decreases in the value of the Modified Index, every 1% change in the value of the Modified Index will translate into approximately a 3% change in the repayment amount you will receive.  In particular, any decrease in the value of the Modified Index would result in a significantly greater decrease in the repayment amount and you would suffer losses on your investment in the notes substantially greater than you would if your notes did not contain a leverage component.

Your notes will be automatically redeemed if the index level is equal to less than 85 % of the initial index level.

If on any trading day prior to the Determination Date, the value of the Modified Index is equal to or less than 85% of the initial index level, which we call an index end early event, your notes will be automatically redeemed.  The repayment amount will be based on the performance of the Modified Index, as reduced by interest charges and fees for providing the index-linked return on the notes, as determined on the trading day immediately following the index end early event.  In this case, you will receive a repayment amount that will likely be significantly less than the principal amount of your notes and could be zero if the index value drops precipitously.

The formula for determining the repayment amount does not take into account all developments in the S&P DTI-TR modified.

The formula used to calculate the repayment amount otherwise only compares the index levels on the trade date and the applicable valuation date.  No other index levels will be taken into account for that purpose.  As a result, you may lose part of your investment even if the Modified Index has risen at certain times during the term of the notes before falling to a level below the initial index level on the determination date.

Past index performance is no guide to future performance.

The actual performance of the S&P DTI-TR modified over the life of the notes, as well as the amount payable at maturity, may bear little relation to the historical levels of the S&P DTI-TR modified or to the hypothetical return examples set forth elsewhere in this pricing supplement.  We cannot predict the future performance of the Modified Index.

There is a greater possibility that the S&P DTI-TR modified will decline substantially over the short term than over the longer term.

The term of the notes is approximately one year.  Actual and hypothetical historical information indicates that, although the S&P DTI-TR modified has been profitable over most twelve month periods, it has performed significantly better over three- and five-year periods.  There is a greater risk over the shorter term than the longer term that the S&P DTI-TR modified may decline, causing significant losses.

There are economic conditions under which the S&P DTI-TR modified would sustain major losses.

“Whipsaw” markets, in which significant price movements do develop but then repeatedly reverse, could cause substantial losses due to prices moving against the long or short positions.  Furthermore, any factors which contribute to trendless markets are likely to be adverse to the S&P DTI-TR modified and, therefore, to the value of your notes.

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Data sourcing, calculation and concentration risks associated with the S&P DTI-TR modified may adversely affect the market price of the notes.

The notes are linked to the Modified Index, which is composed of a basket of exchange-traded futures contracts on commodities and currencies and is therefore less diversified than funds or investment portfolios investing in a broader range of products. Accordingly, the notes could experience greater volatility than these other investments.  Additionally, the monthly rebalance of the Modified Index is subject to potential errors in data sources or other errors that may affect the weighting of the Modified Index underliers.  Additionally, the Index Sponsor may not discover every discrepancy.  Furthermore, the weightings for the Basic Index are determined by the Index Sponsor and these weightings impact the Modified Index.  The Index Sponsor also has discretion in making decisions with respect to the Basic Index and has no obligation to take the needs of the holders of the notes into consideration when rebalancing or making any other changes to the Basic Index.  Finally, the exchange-traded commodities underlying the futures contracts included in the Modified Index from time to time are concentrated in a limited number of sectors.  An investment in the notes may therefore carry risks similar to a concentrated securities investment in a limited number of industries or sectors.

The market value of your notes may be influenced by many factors that are complex and unpredictable, including volatile commodities prices.

When we refer to the market value of your notes, we mean the value that you could receive for your notes if you chose to sell them in the open market before the maturity date.

The market value of your notes will be affected by many factors that are beyond our control and are unpredictable.  Moreover, these factors interrelate in complex ways, and the effect of one factor on the market value of your notes may offset or enhance the effect of another factor.  One of the risks in investing in a product tied to the S&P DTI-TR modified is the complexity of the different factors which contribute to the results of the index.  The S&P DTI-TR modified could decline in a wide range of market scenarios, including ones in which other commodity indices (both all long and long/short) rise substantially.

Prices of commodity futures contracts may change unpredictably, affecting the value of your notes in unforeseeable ways.

Prices of commodity futures contracts are affected by a variety of factors, including weather, governmental programs and policies, national and international political and economic events, changes in interest and exchange rates and trading activities in commodities and related contracts.  These factors may affect the level of the Modified Index and the value of your notes in varying ways, and different factors may cause the value of different commodity futures contracts included in the Modified Index, and the volatilities of their prices, to move in directions not anticipated in the methodologies underlying the basic index and the Modified Index.

The value of the currencies underlying the component currency futures contracts may be affected by complex political and economic factors.

The value of any currency, including those underlying the futures contracts included in the Modified Index as well as the U.S. dollar, may be affected by complex political and economic factors.  The value of a futures contract for a currency at any time reflects the expectation of the future supply and demand for that currency and the U.S. dollar.  Changes in exchange rates and values of futures contracts result over time from the interaction of many factors directly or indirectly affecting economic conditions in the countries issuing the applicable currencies, the United States and other countries.  Of particular importance are the relative rates of inflation, interest rate levels, the balance of payments and the extent of government surpluses or deficits in those countries and the United States, all of which are in turn sensitive to the monetary, fiscal or trade policies pursued by the governments of the issuing countries, the United States and other countries important to international trade.

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The index level will affect the market value of your notes, but the market value of your notes may not change in the same manner as the level of the Modified Index.

We expect that the market value of your notes at any particular time will depend substantially on the amount, if any, by which the level of the Modified Index at that time has risen above or has fallen below the initial index level.

However, your notes may trade quite differently from the performance of the Modified Index.  For the reasons described under “The formula for determining the repayment amount does not take into account all developments in the S&P DTI-TR modified” and other market-related reasons, such as those described below, changes in the level of the Modified Index may not result in comparable changes in the market value of your notes.  If you sell notes prior to maturity, you may receive substantially less than the amount that would be payable if the repayment amount were calculated as if your date of sale were the maturity date because of an expectation that the index level will continue to fluctuate, or exhibit volatility, until the final index level is determined.  If you sell your notes at a time when the level of the Modified Index has generally trended below, or not sufficiently above, the initial index level, you may receive less than the principal amount of your notes.  Political, economic and other developments that affect the commodity and financial components underlying the Modified Index may also affect the level of the Modified Index and, indirectly, the market value of your notes.

Changes in interest rates are likely to affect the market value of your notes.

We expect that the market value of your notes, like that of a traditional debt security, will be affected by changes in interest rates, although these changes may affect your notes and a traditional debt security to different degrees. This is particularly true because financial futures contracts represent 50% of the value of the S&P DTI and two of the component instruments are contracts for U.S. Treasury securities.  Because the Modified Index includes contracts held in short positions, it is difficult to predict how changes in interest rates will affect the value of the Modified Index and your notes.

Changes in the volatility of the index are likely to affect the market value of your notes.

The volatility of the index refers to the size and frequency of the changes in the index level.  Because the methodology of the Modified Index is intended to minimize overall volatility in the index, we expect, in general, that if the volatility of the Modified Index increases, the market value of your notes will decrease and, conversely, if the volatility of the Modified Index decreases, the market value of your notes will increase.

Any decline in our credit ratings may affect the market value of your notes.

Our credit ratings are an assessment of our ability to pay our obligations, including those on the offered notes.  Consequently, actual or anticipated declines in our credit ratings may affect the market value of your notes.

Trading and other transactions by Goldman, Sachs & Co. in the futures contracts included in the S&P DTI and the underlying commodities, currencies and U.S. treasury securities may adversely affect the value of your notes.

Goldman, Sachs & Co. and its affiliates actively trade the futures contracts included in the S&P DTI and options on those futures contracts and the underlying commodities, currencies and U.S. treasury securities and other related instruments and derivative products.  This trading by Goldman, Sachs & Co. and its affiliates and unaffiliated third parties could adversely affect the value of the Modified Index, which could in turn affect the return on and the value of your notes.

Although we are not obligated to do so, we have elected to hedge our obligation under the notes with an affiliate of Goldman, Sachs & Co.  That affiliate, in turn, will most likely directly or indirectly hedge any of its obligations through transactions in the futures and options markets.   Goldman, Sachs & Co. and

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its affiliates may also issue or underwrite other financial instruments with returns indexed to the S&P DTI, S&P DTI-TR or the Modified Index.

There may be conflicts of interest between you and Goldman, Sachs & Co.

Certain activities conducted by Goldman, Sachs & Co. and its affiliates may conflict with your interests as a holder of the notes.  For example, as indicated above, we have elected to hedge our obligations under the notes with an affiliate of Goldman, Sachs & Co.  It is possible that affiliates of Goldman, Sachs & Co. could receive substantial returns with respect to these hedging activities while the value of your notes may decline.

Goldman, Sachs & Co. and its affiliates may also engage in trading for their proprietary accounts, for other accounts under their management or to facilitate transactions, including block transactions, on behalf of customers relating to one or more of the futures contracts comprising the Modified Index or in the underlying commodities, currencies or U.S. treasury securities.  Any of these activities of Goldman, Sachs & Co. or its affiliates could adversely affect the level of the Modified Index and, therefore, the market value of your notes and the amount we will pay on your notes at maturity.

We may also issue, and Goldman, Sachs & Co. and its affiliates may also issue or underwrite, other securities or financial or derivative instruments indexed to the S&P DTI-TR or the Modified Index, which would compete with the notes.  By introducing competing products into the marketplace in this manner, we or Goldman, Sachs & Co. and its affiliates could adversely affect the market value of your notes and the amount we pay on your notes at maturity.  To the extent that Goldman, Sachs & Co. or its affiliates serve as issuer, agent or underwriter of those securities or other similar instruments, their interests with respect to those products may be adverse to your interests as a holder of the notes.

As calculation agent, Goldman Sachs International will have the authority to make determinations that could affect the market value of your notes and the amount you receive at maturity.

As calculation agent for your notes, Goldman Sachs International will have discretion in making various determinations that affect your notes, including the final index level or early index level, the repayment amount payable on any early redemption for tax reasons or any acceleration, various interest rate determinations (including the base rate and the realized Tbill amount), and in some cases when a market disruption event is occurring, daily contract reference prices for futures contracts.  We will use these determinations to calculate how much cash we must pay at maturity or on an early maturity date.  The exercise of this discretion by Goldman Sachs International could adversely affect the value of your notes and may present Goldman, Sachs & Co. and Goldman Sachs International with a conflict of interest of the kind described above under “There may be conflicts of interest between you and Goldman, Sachs & Co.”

Suspensions or disruptions of trading in the commodity and related futures markets may adversely affect the value of your notes.

The commodity markets are subject to temporary distortions or other disruptions due to various factors, including the lack of liquidity in the markets, the participation of speculators and government regulation and intervention.  In addition, U.S. futures exchanges and some foreign exchanges have regulations that limit the amount of fluctuation in futures contract prices which may occur during a single business day.  These limits are generally referred to as “daily price fluctuation limits” and the maximum or minimum price of a contract on any given day as a result of these limits is referred to as a “limit price”.  Once the limit price has been reached in a particular contract, trading restrictions will follow the regulations set forth by the trading facility on which the contract is listed.  Limit prices may have the effect of precluding trading in a particular contract, which could adversely affect the value of the Modified Index and, therefore, the value of your notes.

If a market disruption event occurs on any contract included in the Modified Index, the value of that contract at the determination date will not be calculated until a settlement price can be determined.  If a market disruption event lasts for five trading days, the Calculation Agent will calculate the final index level

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and the repayment amount taking into account information it deems relevant in good faith.  Accordingly, the calculation of your indexed payment may be delayed beyond what would otherwise be the determination date and may be subject to the judgment of the Calculation Agent.  Additionally, regardless of the market disruption event, the Modified Index Sponsor will continue to calculate the value of the Modified Index and publish such value on Bloomberg, or any successor thereto, according to the process described above.  Therefore, if a market disruption event occurs, the repayment amount may not reflect the actual value of the Modified Index on the determination date.

You may not receive your repayment amount on the stated maturity date or on the fifth business day after an early valuation date.  If a market disruption event is in effect on the applicable valuation date, you will not receive your repayment amount until the fifth business day after the final index level or the early index level can be determined.

It is difficult to predict what effect higher and lower future prices of commodities included in the S&P DTI-TR modified relative to their current prices may have on its value.

As the contracts that underlie the S&P DTI come to expiration, they are replaced by contracts that have a later expiration.  Thus, for example, a contract purchased and held in May may specify a July expiration.  As time passes, the contract expiring in July is replaced by a contract for delivery in October.  This is accomplished by selling the July contract and purchasing the October contract.  This process is referred to as “rolling”.  If the market for these contracts is (putting aside other considerations) in “backwardation”, where the prices are lower in the distant delivery months than in the nearer delivery months, the sale of the July contract would take place at a price that is higher than the price of the October contract, thereby creating a “roll yield”.  Some commodities futures contracts included in the Modified Index, such as gold, have historically traded in “contango” markets.  Contango markets are those in which the prices of contracts are higher in the distant delivery months than in the nearer delivery months.  Unlike commodities indices which reflect contracts only in long positions and where the absence of backwardation in the market for a commodities futures contract could result in negative “roll yields,” the presence of short positions in the Modified Index means one cannot predict the effect of contango and backwardation on the value of the Modified Index.

Changes in the composition and valuation of the S&P DTI may adversely affect your notes.

The composition of the S&P DTI may change over time or other modifications may be made to the S&P DTI in the future.  Such changes could adversely affect the value of the notes.

In the event that Standard & Poor’s discontinues publication of the Basic Index, Goldman Sachs International, as calculation agent, will continue to calculate the Modified Index during the remaining term of the notes, based on the methodologies described in this pricing supplement.

Although the S&P DTI-TR modified includes the same futures contracts that comprise the S&P DTI, its value and returns will likely differ from those of the S&P DTI-TR.

The S&P DTI-TR modified has different rules from the S&P DTI governing the procedure by which expiring positions in certain of the constituent futures contracts are rolled forward into more distant contract expirations, as explained in “The S&P DTI-TR modified”.  Since one component of the value of a commodity futures contract is the period remaining until its expiration, these differences are likely to produce different values for the S&P DTI-TR modified and the S&P DTI-TR at any given time and, therefore, may produce differing returns.

As calculation agent for the position determination, Goldman Sachs International will follow the formula set forth by S&P DTI Index methodology when determining the long and short position.  In the event of a discrepancy between the Calculation Agent’s determination and the official determination published by Standard & Poor’s, (i) if Standard & Poor’s announces its determination prior to the start of the S&P DTI Modified roll period, the Calculation Agent will follow Standard & Poor’s official determination and (ii) if Standard & Poor’s does not announce its determination prior to the start of the S&P DTI Modified

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roll period, unless there is manifest error, the notes will follow the Position Determination of the Calculation Agent and as a result, S&P DTI-TR modified and S&P DTI returns may differ.

Secondary trading in the notes may be limited.

The notes are a new issue of securities with no established trading market.  Your notes will not be listed on any securities exchange or be included in any interdealer market quotation system or any electronic communications network, and there may be little or no secondary market for your notes.  Even if a secondary market for your notes develops, it may not provide significant liquidity and we expect that transaction costs in any secondary market would be high.  As a result, the differences between bid and ask prices for your notes in any secondary market could be substantial.

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ADDITIONAL INFORMATION

Calculation Agent

We have initially appointed Goldman Sachs International as Calculation Agent for the purpose of determining the Position Determination, the Final Index Level and the Repayment Amount, as described herein, and for all calculations and determinations regarding Market Disruption Events or an Index End Early Event, the interest rate applicable to any overdue payment of the Repayment Amount and the redemption or repurchase price upon any early redemption or repurchase of the notes.  Unless there is manifest error, these determinations by the Calculation Agent shall be final and binding on us and the holders of the notes.

Investors may obtain information at any time regarding the calculation of the Modified Index as published on Bloomberg Page GSCI11 or, following any Market Disruption Event, as calculated for purposes of the notes by contacting the Calculation Agent.  Upon request, the Calculation Agent will provide a written statement to an investor showing how the closing level of the Modified Index was calculated on any date for purposes of the notes and how the Repayment Amount per U.S. $1,000 of the principal amount of the notes was calculated.

Upon request, the Calculation Agent will provide a written statement to an investor showing how the Repayment Amount per U.S. $1,000 of the principal amount of the notes was calculated.  Requests to the Calculation Agent should be addressed to:

Goldman Sachs International

Peterborough Court

133 Fleet Street

London EC4A 2BB

Telephone: +1-212-934-9333

Telecopy: +44-20-7-552-8216

Attention : GSI Calculation Agent

License Agreement

Goldman, Sachs & Co. has entered into a license agreement (the “License Agreement”) granting us a non-exclusive license to use the S&P DTI in connection with the notes.  The License Agreement provides that, in the event that Goldman, Sachs & Co. fails to provide the level of the Modified Index to us with the result that we are unable to determine the Repayment Amount payable in respect of the notes, we or our authorized designee (which shall be a major accounting firm which we appoint) shall be authorized to calculate the level of the Modified Index.  In such event, Goldman, Sachs & Co. will provide us or the accounting firm with any and all information that may be necessary in order to enable us or the accounting firm to perform these calculations.

Goldman, Sachs & Co. makes no representation or warranty, express or implied, to the owners of the notes or any member of the public regarding the advisability of investing in securities generally or in the notes particularly or the ability of the Modified Index or the S&P DTI to track general commodity market performance or commodity futures market performance.  Neither Goldman, Sachs & Co. nor S&P has any obligation to take the needs of the licensee or the owners of the notes into consideration in determining, composing or calculating the Modified Index.  Neither Goldman, Sachs & Co. nor S&P has any obligation or liability in connection with the administration or trading of the notes.

NEITHER WE NOR GOLDMAN, SACHS & CO. GUARANTEES THE QUALITY, ACCURACY OR THE COMPLETENESS OF THE MODIFIED INDEX OR ANY DATA INCLUDED THEREIN.  NEITHER WE NOR GOLDMAN, SACHS & CO. MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY OWNERS OF THE NOTES, OR ANY OTHER PERSON OR ENTITY FROM ANY USE OF THE MODIFIED INDEX OR ANY DATA INCLUDED THEREIN.  NEITHER WE NOR GOLDMAN,

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SACHS & CO. MAKES ANY EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE MODIFIED INDEX AND ANY DATA INCLUDED THEREIN.  WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL EITHER WE OR GOLDMAN, SACHS & CO. HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

THE NOTES ARE NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY S&P. S&P MAKES NO REPRESENTATION, CONDITION OR WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF THE NOTES OR ANY MEMBER OF THE PUBLIC REGARDING THE ADVISABILITY OF INVESTING IN SECURITIES GENERALLY OR IN THE NOTES PARTICULARLY OR THE ABILITY OF THE S&P DTI TO TRACK GENERAL MARKET PERFORMANCE.  S&P’S ONLY RELATIONSHIP TO THE ISSUER IS THE LICENSING OF CERTAIN TRADEMARKS AND TRADE NAMES AND OF THE S&P DTI WHICH IS DETERMINED, COMPOSED AND CALCULATED BY S&P WITHOUT REGARD TO THE NOTES.  S&P HAS NO OBLIGATION TO TAKE THE NEEDS OF THE ISSUER OR THE OWNERS OF THE NOTES INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE S&P DTI.  S&P IS NOT RESPONSIBLE FOR AND HAS NOT PARTICIPATED IN THE DETERMINATION OF THE PRICES AND AMOUNT OF THE NOTES OR THE TIMING OF THE ISSUANCE OR SALE OF THE NOTES.  S&P HAS NO OBLIGATION OR LIABILITY IN CONNECTION WITH THE ADMINISTRATION, MARKETING, OR TRADING OF THE NOTES.

S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P DTI OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN.  S&P MAKES NO WARRANTY, CONDITION OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY GOLDMAN, SACHS & CO., OWNERS OF THE NOTES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P INDICES OR ANY DATA INCLUDED THEREIN.  S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR CONDITIONS, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE AND ANY OTHER EXPRESS OR IMPLIED WARRANTY OR CONDITION WITH RESPECT TO THE S&P DTI OR ANY DATA INCLUDED THEREIN.  WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) RESULTING FROM THE USE OF THE S&P DTI OR ANY DATA INCLUDED THEREIN, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

Hypothetical Examples

In the table below, we provide a range of hypothetical pretax returns for the Modified Index.  Based on these hypothetical index returns, we illustrate a range of approximate Repayment Amounts, expressed as a percentage of the Principal Amount of the notes.  These figures are provided for purposes of illustration only.  They should not be taken as an indication or prediction of future investment results and are intended merely to illustrate the impact that various hypothetical index returns could have on the Repayment Amount, assuming all other variables remain constant.

The information in the table reflects hypothetical rates of return on the notes assuming that they are purchased at a price of 100% of their principal amount on the original Issue Date and held to the Maturity Date and that no Early Repurchase Option is exercised and no Index End Early Event occurs.  If you exercise the Early Repurchase Option or an Index End Early Event occurs, your return will depend on the index level determined on the day of such exercise or the Trading Day immediately following such occurrence and on when during the term of the notes that day occurs.  If you sell your notes prior to the Maturity Date, your return will depend upon the market value of your notes at the time of sale, which may be affected by a number of factors that are not reflected in the table below.  For a discussion of some of these factors, see “Risk Factors” above.

The table below also assumes that there is no change in or affecting futures contracts or the method by which Standard & Poor’s calculates the level of the S&P DTI or Goldman, Sachs & Co.

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calculates the level of the Modified Index and that no Market Disruption Event occurs.  Also, the hypothetical rates of return shown below do not take into account the effects of applicable taxes.  Because of the U.S. tax treatment applicable to your note, tax liabilities could affect the after-tax rate of return on your notes to a comparatively greater extent than the after-tax return on the underlying commodity.

The performance of the Index has been volatile in the past and cannot be predicted for any future period.  The actual performance of the Modified Index over the life of the notes, as well as the amount payable at maturity, may bear little relation to the hypothetical return examples set forth below or to the historical levels of the Modified Index set forth elsewhere in this pricing supplement.  For information about the level of the Modified Index during recent periods, see “The S&P DTI-TR Modified—Hypothetical Historical Performance” below.

The table below assumes an Initial Index Level of 1585.808 and is modeled using the Tbill Auction High Rate for September 18, 2009.

Same-Day Funds Settlement and Payment

The initial settlement for the notes and all payments of principal will be made in immediately available funds.

Secondary trading in long-term notes and debentures of corporate issuers is generally settled in clearing-house or next-day funds.  In contrast, the notes will trade in the Same-Day Funds Settlement System of The Depository Trust Company (the “Depository”) until maturity, and secondary market trading activity in the notes will therefore be required by the Depository to settle in immediately available funds.  We cannot assure you as to the effect, if any, of settlement in immediately available funds on trading activity in the notes.

THE FUTURES MARKETS

Futures contracts on physical commodities, foreign currencies and U.S. treasury securities are traded on regulated futures exchanges, in the over-the-counter market and on various types of physical and electronic trading facilities and markets.  All of the contracts included in the S&P DTI are exchange-traded futures contracts.   An exchange-traded futures contract is a bilateral agreement providing for the purchase and sale of a specified type and quantity of a commodity, currency or financial instrument during a stated delivery month for a fixed price.  A futures contract provides for a specified settlement month in which the commodity, currency or financial instrument is to be delivered by the seller (whose position is

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therefore described as “short”) and acquired by the purchaser (whose position is therefore described as “long”) or in which the cash settlement amount is to be made.

There is no purchase price paid or received on the purchase or sale of a futures contract.  Instead, an amount of cash or cash equivalents must be deposited with the broker as “initial margin”.  This amount varies based on the requirements imposed by the exchange clearing houses, but may be as low as 5% or less of the value of the contract.  This margin deposit provides collateral for the obligations of the parties to the futures contract.

By depositing margin in the most advantageous form (which may vary depending on the exchange, clearing house or broker involved), a market participant may be able to earn interest on its margin funds, thereby increasing the potential total return that may be realized from an investment in futures contracts.  The market participant normally makes to, and receives from, the broker subsequent payments on a daily basis as the price of the futures contract fluctuates.  These payments are called “variation margin” and make the existing positions in the futures contract more or less valuable, a process known as “marking to market”.

Futures contracts are traded on organized exchanges, known as “contract markets” in the United States, through the facilities of a centralized clearing house and a brokerage firm which is a member of the clearing house.  The clearing house guarantees the performance of each clearing member which is a party to a futures contract by, in effect, taking the opposite side of the transaction.  At any time prior to the expiration of a futures contract, subject to the availability of a liquid secondary market, a trader may elect to close out its position by taking an opposite position on the exchange on which the trader obtained the position.  This operates to terminate the position and fix the trader’s profit or loss.

U.S. contract markets, as well as brokers and market participants, are subject to regulation by the Commodity Futures Trading Commission.

THE STANDARD & POOR’S DIVERSIFIED TRENDS INDICATOR

The Standard & Poor’s Diversified Trends Indicator, or S&P DTI, is a diversified basket of 24 global commodity and financial futures contracts that are highly liquid.  The components are grouped into sectors and each sector (except energy) is represented on either a “long” or “short” basis, depending on the recent price trends of that sector.  The S&P DTI measures the extent and duration, i.e., the extended volatility, of the trends in these sectors in aggregate and is designed to capture the economic benefit over long time periods derived from both rising and declining trends within a cross-section of futures markets.

An “indicator” such as the S&P DTI is a rules-based model or strategy using judgment in its construction to target particular risk/return characteristics of an asset class or segment of a market.  It does not intend to passively represent a market, but instead to passively reflect a specific characteristic of that market.

The primary objective of the S&P DTI is to measure in aggregate the component trends based on price movement and premium discount expansion and contraction of certain highly liquid futures.  Limiting the volatility of the index was a guide in the determination of the methodology.  The methodology is implemented in a rules-based, systematic manner.  The index is not intended to be representative of a particular futures market or group of markets.

The S&P DTI evolved from futures market trading strategies originally developed by Alpha Financial Technologies, LLC (“AFT”) and its founder, Victor Sperandeo.  AFT has licensed the intellectual property rights in the methodology underlying the S&P DTI to S&P, which constructs, calculates and maintains the S&P DTI with participation from AFT.  S&P publishes daily values of the S&P DTI-TR, which are available on its website or at Bloomberg page SPDTT, and licenses the use of the S&P DTI by third parties.  AFT assists S&P with marketing and product development of third party products linked to the S&P DTI and provides quantitative research and analysis on the S&P DTI.

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There are two kinds of returns for a futures-based index or indicator.  The first sub-index is a simple combination of the weighted price percentage changes on a daily basis, which S&P refers to as the S&P Diversified Trends Indicator Price Return.  The second sub-index, the S&P Diversified Trends Indicator Total Return, or S&P DTI-TR, reflects the fact that futures contracts are bought on margin and includes a Treasury Bill return on a hypothetical investment in the S&P DTI.  The S&P DTI-TR, therefore, is intended to reflect the total return on an actual investment in the futures contracts comprising the S&P DTI including the interest income on the assets used to margin the positions in those futures contracts.

Key characteristics

Key characteristics of the S&P DTI include:

·             The S&P DTI comprises 24 component futures contracts, grouped into 14 sectors, eight financial and six commodity sectors.  By weight, it is equally divided between financial and commodity components.

·             Long or short positions in a sector are determined by comparing the current sector price to a moving exponential average under which prices in more recent periods are weighted more heavily.

·             Sectors are rebalanced monthly and components are rebalanced annually.

·             The intention of the S&P DTI is to provide a means of mitigating the negative effect of commodity and financial price cyclicality.

Components of the S&P DTI

Two key factors in selecting the component futures contracts of the S&P DTI-TR are liquidity and investability.  Liquidity is an indication both of the significance of the market for the contract and the ability to trade it with minimal market impact.  The components of the index have been consistently among the leading futures contracts in terms of trading volume in the U.S.  The component contracts selected can be traded in amounts that make the cost of the maintaining the Basic Index efficient.  Contracts are limited to those traded on U.S. exchanges to minimize any impact from major differences in trading hours, avoid currency exchange calculations and allow for similar closing times and holiday schedules.

The overall weighting of the S&P DTI is divided equally between commodity contracts and non-equity financial contracts with the intention to increase the internal non-correlation among the components and produce a smoother, less volatile return.  It is not intended to reflect their relative notional values.

Commodity weights are based on generally known world production levels, except that the Natural Gas component uses North American rather than world production due to constraints linked to transporting natural gas internationally.  Since there is often no single recognized source for a commodity’s production figures, estimates are used in selecting and making allocations.

Weightings of the financial sectors are based on, but are not directly proportional, to GDP.  Instead, the financials of the countries with a GDP of greater than $3 trillion are placed into tier 1 and countries with a GPD of less than $3 trillion are placed in tier 2.  Tier 1 financials are meant to be close in weight, with slight relative tilts towards those from the larger economies.  Thus, the U.S.-based financials have a higher importance than the euro currency.  Tier 2 markets are weighted approximately proportionately to each other, but have some adjustments for liquidity, trading significance and potential correlation to tier 1 markets.  For example, the Canadian Dollar component receives a 1% weighting due to Canada’s historical economic connection with the U.S.  However, the Swiss Franc is an exception as it is allocated a weighting slightly disproportionate to the Swiss GDP due to the Swiss franc’s liquidity and Switzerland’s political significance.  By not weighting the financials of the largest GDP countries as high as their relative GDPs would indicate, the tier weighting approach increases diversification.

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The futures contracts currently included in the S&P DTI are all futures contracts traded on the New York Mercantile Exchange, Inc. (“NYMEX”), the Chicago Mercantile Exchange (“CME”), the Chicago Board of Trade (“CBOT”), and the New York Board of Trade (“NYBOT”).  These contracts, their component weights, their market symbols and the exchanges on which they are traded are:

Sectors of the S&P DTI are rebalanced monthly to their fixed weights.  The rebalance date is the second to the last business day of the month with an effective date randomly selected from any of the first five business days of the next month.  While sectors are rebalanced monthly back to their fixed weights, the component weightings are allowed to vary within the sector.

Rebalancing sectors monthly is designed to keep volatility low since otherwise an extended move in one group or sector would overweight the S&P DTI and potentially lead to significantly higher volatility of the index.  Because the sectors are rebalanced, it follows that every month the aggregate markets are rebalanced to equal weighting of 50% commodities and 50% financial contracts.  An exception to this is when the Energy sector is in a neutral position as described below under “—Position Determination”.

At the end of each year, each of the 24 components is rebalanced.  It is expected that the component weights will not vary significantly from those shown above.  Although production and GDP figures change over time, in a relative sense as it affects component weights, that change is small.

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Rebalancing components only annually allows a degree of microeconomic influence among the correlated sector components so that market actions can determine which components are relatively more important.

Position Determination

The rule for the S&P DTI regarding whether to track the long or short position in a given component can be summarized as follows:

·                   Long positions are tracked when a component’s current price input is equal to or greater than an exponential average of the past seven price inputs;

·                   Short positions are tracked when a component’s current price input is less than an exponential average of the past seven price inputs;

·                   A flat or neutral (zero weight) position is applied to the Energy sector when a short position is otherwise indicated; in this case, the 18.75% weight for Energy is distributed proportionately among the other 13 sectors.

The Position Determination is made by comparing the monthly percentage change of a sector’s price to past monthly price changes exponentially weighted to give greatest weight to the most recent return and least weight to the return seven months prior.

The price input for a particular contract that determines whether a long or short position is tracked is based on the cumulative percentage price change.  To create an exponential average for comparison, price inputs (percentage inputs from the current and prior six PDDs) are weighted using a base multiplier of 1.6 to establish the weights set forth below for each trailing month’s price change.

The weighted sum of the percentage changes of all the sector prices equals the daily movement of the S&P DTI.

After the market closes on the “trade activity date” (“TAD”) in each month, active S&P DTI contracts are replaced either because (a) a new long/short determination has been made for a particular sector or component or (b) the contract must be rolled to a later expiring contract as required by the roll schedule referred to below, or both.  Therefore, new contracts become active as of the day following the TAD.  The TAD is randomly selected and is one of the first five business days of the month.  S&P acknowledges that limit price closes which occur on the TAD in active index contracts can restrict, and in some cases eliminate, the liquidity required for perfect replication of the S&P DTI.

For those sectors with only one component (Industrial Metals and the eight financial sectors), the price input calculations to determine position are at the component level.  For the Energy, Precious Metals, Livestock and Grains sectors, the price inputs from the respective underlying components are aggregated to determine the position for that sector as a whole.  In this case, aggregating the components reduces minor and unnecessary fluctuations such as whipsaws.  An exception exists in the calculation of the Softs

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sector.  Here, since there is no fundamental tie between each of its components (Coffee, Cocoa, Cotton and Sugar), the position of each is determined separately.  For example, Coffee could be long while Sugar is short.

Energy, due to the significant level of its continuous consumption, limited reserves and oil cartel controls, is subject to rapid price increases in the event of perceived or actual shortages.  Because no other sector is subject to the same continuous demand with supply and concentration risk, the Energy sector is never positioned short in the S&P DTI methodology.

Contract Expirations

The S&P DTI is an indicator of futures contract price trends, and futures contracts have limited durations.  Consequently, in order for the indicator to be calculated on an ongoing basis, it must change (or roll) from tracking contracts that are approaching expiration to tracking new contracts.  Currently, each contract has three to four roll periods each year and its own “roll pattern” based on historical liquidity.  The S&P DTI observes the following rules in rolling the component futures contracts from an expiring contract to the next contract:

·                   The non-currency component contracts are rolled from the current contract to the next contract beginning with the TAD for the month that is two months before the current contract matures.

·                   The currency contracts are rolled from the current contract to the next maturing futures contract four times per year as of the TAD for the month prior to the contract’s final maturity month.

The risk of aberrational liquidity or pricing around the maturity date of a commodity futures contract is greater than in the case of other futures contracts because (among other factors) a number of market participants take delivery of the underlying commodities.  Spot markets in commodities occasionally have delivery problems, related to, for example, weather conditions, disrupting transportation of cattle to a delivery point.  Such a delay could cause the spot market to skyrocket, while later-dated futures contracts are little changed.  The S&P DTI endeavors to avoid delivery issues by owning contracts that are outside of nearby delivery.

Oversight Committee

In order to provide for the smooth functioning of the S&P DTI, Standard & Poor’s and AFT have established the S&P Diversified Trends Indicator Oversight Committee (“Oversight Committee”) with three members from each.  The mandate of the Oversight Committee is to provide advice on analytical, business or other considerations relating to the S&P DTI and its methodology.  The committee will make any decisions that cannot be systematized or that occur on an ad hoc basis and will implement established methodology or determine new policy if market conditions warrant change.  For example, an exchange might substantially change the contract terms or even discontinue trading a component contract.  In such cases, the Oversight Committee would determine any component or weighting changes.  The Oversight Committee does not, however, use discretion to affect performance.  Always, the goal is to maintain liquidity and low volatility in the indicator.

THE S&P DTI-TR MODIFIED

Goldman, Sachs & Co. has modified the S&P DTI-TR to facilitate the use of the S&P DTI-TR modified as an index underlying trading instruments such as the notes. The primary modifications reflected in the Modified Index are the following:

·                   To facilitate hedging of instruments such as the notes, the Modified Index provides that where component contracts from the previous month’s composition must be rolled into new contracts as part of the monthly rebalancing of the S&P DTI, the rolling will occur evenly over the first five business days of the new month rather than on the single randomly selected Trade Activity Date within that period as provided in the S&P DTI.

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·                   For purposes of the Modified Index, the percentage dollar weighting for each component contract in the S&P DTI will be set on the last business day of a month (rather than on the TAD) to take effect on the first business day of the following month.  Because of this modification and because the contract rolls will occur over a five day period, the resulting percentage dollar weights of the individual component contracts in the Modified Index may differ from those determined by the S&P DTI methodology.  The contract weights used in total dollar weight computation detailed below will be computed from the percentage dollar weighting and the contract price inputs on this same day.

·                   There are differences in the calculation of the quarterly Treasury bill return included in the total return component of the value of the Modified Index from that reflected in that component of the S&P DTI-TR.

·                   Goldman Sachs International will act as Calculation Agent for the Position Determination and will make such determination two Business Days prior to the S&P DTI-TR Modified roll.  As Calculation Agent for the Position Determination, Goldman Sachs International will follow the formula set forth by S&P DTI Index methodology when determining the long and short position.  In the event of a discrepancy between the Calculation Agent’s determination and the official determination published by Standard & Poor’s, (i) if Standard & Poor’s announces its determination prior to the start of the S&P DTI Modified roll period, the Calculation Agent will follow Standard & Poor’s official determination and (ii) if Standard & Poor’s does not announce its determination prior to the start of the S&P DTI Modified roll period, unless there is manifest error, the notes will follow the Position Determination of the Calculation Agent and as a result, S&P DTI-TR modified and S&P DTI returns may differ.

Goldman, Sachs & Co. will calculate the daily values of the S&P DTI-TR modified and publish them on Bloomberg page GSCI11 or another comparable reporting service.

Value of the S&P DTI-TR Modified

The value of the S&P DTI-TR modified on any given day, which represents the value of a portfolio constructed according to the S&P DTI-TR modified methodology, is equal to the total dollar weight of the S&P DTI-TR modified divided by a normalizing constant that assures the continuity of the S&P DTI-TR Modified over time.  The total dollar weight of the S&P DTI-TR modified is the sum of the dollar weight of each of the underlying contracts.  Because the S&P DTI-TR can hold short positions, the methodology of the Modified Index for determining the dollar weight includes a “short fund tracker” (“SFT”) for each contract that has a short position.  The SFT tracks the value of the funds secured by the short sale of contracts.  The dollar weight of a contract in the S&P DTI-TR modified on any given day is equal to:

·                   the daily contract reference price,

·                   multiplied by the appropriate contract weights

·                   plus the short fund tracker level for the contract if it has a short position, and

·                   this quantity is multiplied during a roll period by the appropriate “roll weights” (discussed below).

The daily contract reference price used in calculating the dollar weight of each contract on any given day is the most recent daily contract reference price made available by the relevant exchange, except that the daily contract reference price for the most recent prior day will be used if the exchange is closed or otherwise fails to publish a daily contract reference price on that day.  In addition, if the exchange fails to make a daily contract reference price available or publishes a daily contract reference price that, in the reasonable judgment of Goldman, Sachs & Co., reflects manifest error, the relevant calculation will be delayed until the price is made available or corrected; provided , that , if the price is not made available or corrected by 4:00 P.M. New York City time, Goldman, Sachs & Co. may, if it deems such action to be

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appropriate under the circumstances, determine the appropriate daily contract reference price for the applicable futures contract in its reasonable judgment for purposes of the relevant S&P DTI-TR modified calculation.

The contract weight for each contract is calculated on the basis of trading volume and world or regional production over the most recent five-year period for which statistics are available, reevaluated on a monthly basis.

Contract Daily Return

The contract daily return for the S&P DTI-TR modified on any given day is equal to the sum, for each of the contracts included in the S&P DTI-TR modified, of the applicable daily contract reference price on the relevant contract multiplied by the appropriate contract weights plus the appropriate SFT and then multiplied by the appropriate “roll weight,” divided by the total dollar weight of the S&P DTI-TR modified on the preceding day, minus one.

The “roll weight” of a commodity reflects the fact that the positions in futures contracts must be liquidated or rolled forward into more distant contract expirations as they approach expiration.  The methodology of the S&P DTI-TR modified is based on the expectation that if actual positions in the relevant markets were rolled forward, the roll would likely need to take place over a period of days.  Accordingly, the rolling process incorporated in the S&P DTI-TR modified also takes place over a period of five days at the beginning of each month (referred to as the “roll period”).  On each day of the roll period, the “roll weights” of the first nearby contract expirations and the more distant contract expiration into which it is rolled are adjusted, taking into account the funds received for any short sale of contracts, so that the hypothetical position in the contract that is included in the S&P DTI-TR modified is gradually shifted from the first nearby contract expiration to the more distant contract expiration.

If on any day during a roll period any of the following conditions exists, the portion of the roll that would have taken place on that day is deferred until the next day on which such conditions do not exist:

·                   no daily contract reference price is available for a given contract expiration;

·                   any such price represents the maximum or minimum price for such contract month, based on exchange price limits (referred to as a “Limit Price”);

·                   the daily contract reference price published by the relevant trading facility reflects manifest error, or such price is not published by 4:00 P.M., New York City time.  In that event, Goldman, Sachs & Co. may, but is not required to, determine a daily contract reference price and complete the relevant portion of the roll based on such price; provided , that , if the trading facility publishes a price before the opening of trading on the next day, Goldman, Sachs & Co. will revise the portion of the roll accordingly; or

·                   trading in the relevant contract terminates prior to its scheduled closing time.

If any of these conditions exist throughout the roll period, the roll with respect to the affected contract will be effected in its entirety on the next day on which such conditions no longer exist.

Calculation of the S&P DTI-TR Modified

The value of the S&P DTI-TR modified on any Trading Day is equal to the product of (i) the value of the S&P DTI-TR modified on the immediately preceding Trading Day multiplied by (ii) one plus the sum of the contract daily return and the Treasury bill return on the hypothetical investment in the S&P DTI-TR modified on the Trading Day on which the calculation is made multiplied by (iii) one plus the Treasury bill return on the hypothetical investment in the S&P DTI-TR modified for each non-Trading Day since the immediately preceding Trading Day.  The result of the foregoing calculation is then rounded to seven digits of precision.

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The value of the S&P DTI-TR modified has been normalized such that its hypothetical level on December 31, 2003 was 1000.

Hypothetical Historical Performance

The table set forth below illustrates, on a hypothetical basis, how the S&P DTI-TR modified would have performed since December 31, 2003 based on the selection criteria and methodologies described in this pricing supplement.

THE HISTORICAL PERFORMANCE REFLECTED IN THE TABLE SET FORTH BELOW IS BASED ON THE SELECTION CRITERIA IDENTIFIED ABOVE AND ON ACTUAL PRICE MOVEMENTS IN THE RELEVANT MARKETS ON THE RELEVANT DATE.  WE CANNOT ASSURE YOU, HOWEVER, THAT THIS PERFORMANCE WILL BE REPLICATED IN THE FUTURE OR THAT THE HISTORICAL PERFORMANCE OF THE S&P DTI-TR MODIFIED WILL SERVE AS A RELIABLE INDICATOR OF ITS FUTURE PERFORMANCE.

Historical Value of the S&P DTI-TR Modified

Source: Goldman, Sachs & Co.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of certain United States federal income tax considerations that may be relevant to a beneficial owner of a note who purchases the note at original issuance at the issue price, who holds the note as a capital asset, and who is a U.S. domestic corporation or other entity that generally is subject to U.S. federal income tax on a net income basis and uses an accrual method of tax accounting (a “U.S. holder”).  This summary is based upon the United States Internal Revenue Code of 1986, as amended (the “Code”), administrative pronouncements, judicial decisions, and existing and proposed Treasury Regulations, changes to any of which subsequent to the date of this pricing supplement may affect the tax consequences described in this pricing supplement, possibly with retroactive effect.  This

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summary does not address tax considerations applicable to holders that may be subject to special tax rules, such as mutual funds, dealers or traders in securities, financial institutions, tax-exempt entities, holders that hold the notes as a part of a hedging, straddle, conversion or other integrated transaction, or U.S. Holders (as defined below) whose functional currency is not the United States dollar.

The discussion set out below is intended only as a summary of certain United States federal income tax consequences of an investment in the notes.  Prospective investors are urged to consult their tax advisors as to the tax consequences of an investment in the notes, including the application to their particular situations of the tax considerations discussed below, as well as the application of state, local or foreign tax laws.

No statutory, administrative or judicial authority directly addresses the treatment of the notes for U.S. federal income tax purposes.  The characterization of the notes for such purposes therefore is uncertain.  Prospective investors should consult their tax advisors regarding the characterization of the notes.  In addition, prospective investors are encouraged to consult their own tax advisors about the potential impact of several proposed changes in the rules addressing the taxation of derivatives and of commodities positions, and the likelihood any of the foregoing may take effect.  In general, however, U.S. holders should expect to accrue ordinary income in respect of the notes on a current basis during their holding period.  Prospective investors should consult their advisors regarding the amount and character of any gain or loss on the sale, retirement or other taxable disposition of the notes.

PLAN OF DISTRIBUTION

Subject to the terms and conditions set forth in an Agency Agreement dated December 15, 2008, and a Terms Agreement dated September 18, 2009 (the “Agreements”), we have agreed to sell to Goldman, Sachs & Co. and Goldman, Sachs & Co. has agreed to purchase, all of the notes offered hereby at 99.75% of the aggregate Principal Amount of the notes.  Under the terms and conditions of the Agreements, Goldman, Sachs & Co. is committed to take and pay for all of the notes, if any are taken.

Goldman, Sachs & Co. proposes to offer the Notes from time to time for sale in one or more transactions in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, subject to receipt and acceptance by it and subject to its right to reject any order in whole or in part.

In connection with the offering, Goldman, Sachs & Co. may purchase and sell the notes in the open market.  These transactions may include over-allotment and stabilizing transactions and purchases to cover positions created by short sales.  Stabilizing transactions consist of certain bids or purchases made for the purpose of preventing or retarding a decline in the market price of the notes.  Short sales involve the sale by Goldman, Sachs & Co. of a greater aggregate principal amount of notes than they are required to purchase in the offering.

These activities may stabilize, maintain, or otherwise affect the market price of the notes, which may be higher than the price that might otherwise prevail in the open market.  If these activities are commenced, they may be discontinued at any time.  These transactions may be effected in the over-the-counter market or otherwise.

The notes are a new issue of securities with no established trading market.  We have been advised by Goldman, Sachs & Co. that it intends to make a market in the notes but is not obligated to do so and may discontinue market making at any time without notice.  The notes will not be listed on any securities exchange, and there may not be a secondary market for the notes.  We cannot give any assurance to the liquidity of the trading market for the notes.

We have agreed to indemnify Goldman, Sachs & Co. against, or to make contributions relating to, certain liabilities, including liabilities under the Securities Act of 1933, as amended.

From time to time, Goldman, Sachs & Co. and its affiliates have, and in the future may, engage in transactions with and perform services for us for which they have been, and may be, paid customary fees.  In particular, an affiliate of Goldman, Sachs & Co. is the writer of a hedge of our obligation under the notes.

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Goldman, Sachs & Co. has agreed to pay the out of pocket expenses (other than our internal costs and expenses) of the issue of the notes.

The initial sale of the notes in this offering entails a longer settlement period than is customary for similar debt securities.  Goldman, Sachs & Co. expects to deliver the notes against payment on September 25, 2009.

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ANNEX A

OFFICIAL NOTICE OF EARLY REPURCHASE EXERCISE

Ladies and Gentlemen:

The undersigned, holder of all the outstanding Modified S&P DTI-TR Linked Notes due October 4, 2010 of AB Svensk Exportkredit (“SEK”) (CUSIP No. 00254EJF0) (the “Notes”) hereby irrevocably elects to exercise, with respect to the principal amount of the Notes indicated below, as of the date hereof (or, if this letter is received after the earlier of 9:00 a.m. (New York time) on any Trading Day or on any day that is not a Trading Day, as of the next Trading Day), provided that such day is after the original issue date of the Notes and is not later than the earlier of (i) 9:00 a.m. (New York time) on the Determination Date and (ii) 9:00 a.m. (New York time) on the Trading Day immediately preceding a Trigger Date, the Early Repurchase Option as described in Pricing Supplement No. 72 dated September 18, 2009 (the “Pricing Supplement”) to the Prospectus and Prospectus Supplement, each dated December 15, 2008, of SEK.  Terms not defined herein have the meanings given to such terms in the Pricing Supplement.

Please date and acknowledge receipt of this notice in the place provided below on the date of receipt, and fax a copy to the fax number indicated, whereupon SEK will deliver cash on the Early Maturity Date, in accordance with the terms of the Notes, as described in the Pricing Supplement.

The undersigned certifies to you that (i) it is, or is duly authorized to act for, the beneficial owner of the principal amount of the Notes indicated below its signature (and attaches evidence of such ownership as provided by the undersigned’s position services department or the position services department of the entity through which the undersigned holds its Notes), (ii) that such principal amount comprises all the Notes outstanding and (iii) it will cause such principal amount of Notes to be transferred to the Trustee on or before the Early Maturity Date.

Receipt of the above Official

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PROSPECTUS SUPPLEMENT

(To Prospectus dated December 15, 2008)

AKTIEBOLAGET SVENSK EXPORTKREDIT (PUBL)

(Swedish Export Credit Corporation)

(incorporated in Sweden with limited liability)

Medium-Term Notes, Series E

Due Nine Months or More from Date of Issue

We may offer an unlimited principal amount of notes.  The following terms may apply to the notes, which we may sell from time to time.  We may vary these terms and will provide the final terms for each offering of notes in a pricing supplement.  If the information in a pricing supplement differs from the information contained in this prospectus supplement or the prospectus, you should rely on the information contained in the pricing supplement.

·                   The notes may bear interest at fixed or floating interest rates.  Floating interest rate formulae may be based on:

·                   LIBOR;

·                   Commercial Paper Rate;

·                   the Treasury Rate;

·                   the CD Rate;

·                   the Federal Funds Rate; or

·                   any other rate specified in the relevant pricing supplement

·                   We may sell the notes as indexed notes or discount notes.

·                   The notes may be subject to redemption at our option or repurchase at our option.

·                   The notes will be in registered form and may be in book-entry or certificated form.

·                   The notes will be denominated in U.S. dollars or other currencies.

·                   U.S. dollar-denominated notes will be issued in denominations of U.S.$1,000 and integral multiples of U.S.$1,000.

·                   The notes will not be listed on any securities exchange, unless otherwise indicated in the applicable pricing supplement.

·                   We will make interest payments on the notes without deducting withholding or similar taxes imposed by Sweden.

See “Risks Associated With Foreign Currency Notes and Indexed Notes” beginning on page S-4 to read about certain risks associated with foreign currency notes and indexed notes which you should consider before investing in such notes.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus supplement or the related prospectus is truthful or complete.  Any representation to the contrary is a criminal offense.

This prospectus supplement is dated December 15, 2008.

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ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement supplements the accompanying prospectus dated December 15, 2008 relating to our debt securities.  If the information in this prospectus supplement differs from the information contained in the accompanying prospectus, you should rely on the information in this prospectus supplement.

You should read this prospectus supplement along with the accompanying prospectus (and any relevant pricing supplement).  Each document contains information you should consider when making your investment decision.  You should rely only on the information provided or incorporated by reference in this prospectus supplement and the accompanying prospectus (or such pricing supplement).  We have not authorized anyone else to provide you with different information.  We and the agents are offering to sell the notes and seeking offers to buy the notes only in jurisdictions where it is lawful to do so.  The information contained in this prospectus supplement and the accompanying prospectus is current only as of the date hereof.

This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”).  Any notes will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such notes will be engaged in only with, relevant persons.  Any person who is not a relevant person should not act or rely on this document or any of its contents.

This document has been prepared on the basis that, except to the extent sub-paragraph (ii) below may apply, any offer of notes in any member state of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (each, a Relevant Member State) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of notes.  Accordingly any person making or intending to make an offer in that Relevant Member State of notes which are the subject of an offering contemplated in this prospectus supplement as completed by final terms in relation to the offer of those notes may only do so (i) in circumstances in which no obligation arises for SEK or any agent to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer, or (ii) if a prospectus for such offer 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 and (in either case) published, all in accordance with the Prospectus Directive, provided that any such prospectus has subsequently been completed by final terms which specify that offers may be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State and such offer is made in the period beginning and ending on the dates specified for such purpose in such prospectus or final terms, as applicable.  Except to the extent sub-paragraph (ii) above may apply, neither SEK nor any agent have authorized, nor do they authorize, the making of any offer of notes in circumstances in which an obligation arises for SEK or any agent to publish or supplement a prospectus for such offer.

THE NOTES OFFERED HEREBY MAY BE OFFERED FROM TIME TO TIME IN THE EUROPEAN UNION PURSUANT TO A BASE PROSPECTUS DIFFERENT FROM, BUT NOT INCONSISTENT WITH, THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS TO WHICH IT REFERS.

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SUMMARY DESCRIPTION OF THE NOTES

This summary highlights information contained elsewhere in this prospectus supplement and in the prospectus.  It does not contain all the information that you should consider before investing in the notes.  You should carefully read the pricing supplement relating to the terms and conditions of a particular issue of notes along with this entire prospectus supplement and the prospectus.

Swedish Export Credit Corporation

We, Swedish Export Credit Corporation (or SEK), are a public stock corporation wholly owned by the Kingdom of Sweden through the Ministry of Foreign Affairs.

Our principal executive office is located at Västra Trädgårdsgatan 11B, 10327 Stockholm, Sweden; and our telephone number is +46-8-613-8300.

The Notes

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RISKS ASSOCIATED WITH FOREIGN CURRENCY NOTES AND INDEXED NOTES

An investment in a foreign currency note or an indexed note entails significant risks that are not associated with an investment in a non-indexed note denominated in U.S. dollars.  This section describes certain risks associated with investing in such notes.  An applicable pricing supplement may describe additional risks.  You should consult your financial and legal advisors about the risks of investing in the notes and the suitability of your investment in light of your particular situation.  We disclaim any responsibility for advising you on these matters.

Fluctuations in currency exchange rates and the imposition of exchange controls could cause the U.S. dollar equivalent of any interest payments and/or principal payable at maturity of a foreign currency note or a currency-indexed note to be lower than the U.S. dollar equivalent amount you paid to purchase the note.

In general, the currency markets are extremely volatile.  Significant changes in the rate of exchange between the U.S. dollar and the specified currency for a foreign currency note (or, in the case of a currency-indexed note, the rate of exchange between the specified currency and the indexed currency or currencies or between two or more indexed currencies for such note) during the term of any foreign currency note (or currency-indexed note) may significantly reduce the U.S. dollar equivalent value of any interest payable in respect of such note and, consequently, the U.S. dollar equivalent rate of return on the U.S. dollar equivalent amount paid to purchase such note.  Moreover, if at maturity the specified currency for such note has depreciated against the U.S. dollar (or, in the case of a currency-indexed note, if significant changes have occurred in the rate of exchange between the specified currency and the indexed currency or currencies or between two or more indexed currencies for such note), the U.S. dollar equivalent value of the principal amount payable in respect of such note may be significantly less than the U.S. dollar equivalent amount paid to purchase such note.

In certain circumstances such changes could result in a net loss to you on a U.S. dollar basis.  If any currency-indexed note is indexed to an indexed currency on a greater than one to one basis, the note will be leveraged and the percentage of the potential loss (or gain) to the investor as a result of the changes in exchange rates between currencies discussed above may be greater than the actual percentage of the change in the rate of exchange between the U.S. dollar and the currency or currencies in which the note is denominated or to which it is indexed.

Currency exchange rates are determined by, among other factors:

·                   changing supply and demand for a particular currency;

·                   trade, fiscal, monetary, foreign investment and exchange control programs and policies of governments;

·                   U.S. and foreign political and economic events and policies;

·                   restrictions on U.S. and foreign exchanges or markets;

·                   changes in balances of payments and trade;

·                   U.S. and foreign rates of inflation;

·                   U.S. and foreign interest rates; and

·                   currency devaluations and revaluations.

In addition, governments and central banks from time to time intervene, directly and by regulation, in the currency markets to influence prices and may, from time to time, impose or modify foreign exchange controls for a specified currency or indexed currency.  Changes in exchange controls could affect exchange rates for a particular currency as well as the availability of a specified currency for making payments in respect of notes denominated in that currency.

We have no control over the factors that affect rates of exchange between currencies.  In recent years, rates of exchange have been highly volatile and such volatility may be expected to continue in the future.  Fluctuations in any particular exchange rate that have occurred in the past, however, are not necessarily indicative of fluctuations in the rate that may occur during the term of any note.

The information set forth above is directed to prospective purchasers of foreign currency notes and currency-indexed notes that are residents of the United States.  If you are a resident of a country other than the United States, you should consult your own financial and legal advisors with respect to any matters that may affect your purchase or holding of, or receipt of payments of any principal, premium or interest in respect of, foreign currency notes or currency-indexed notes.

THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS DO NOT DESCRIBE ALL THE RISKS OF AN INVESTMENT IN FOREIGN CURRENCY NOTES OR CURRENCY INDEXED NOTES.  AS A RESULT, YOU SHOULD, IN EVERY CASE, CONSULT YOUR OWN FINANCIAL AND LEGAL ADVISORS AS TO THE RISKS, IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCES, POSED BY AN INVESTMENT IN SUCH NOTES.  SUCH NOTES ARE NOT AN APPROPRIATE INVESTMENT FOR PERSONS WHO ARE UNSOPHISTICATED WITH RESPECT TO FOREIGN CURRENCY TRANSACTIONS.

The pricing supplement relating to any foreign currency notes or currency-indexed notes will contain information concerning historical exchange rates for the relevant specified or indexed currency or currencies against the U.S. dollar and a brief description of such currency or currencies and any exchange controls then in effect with respect to such currency or currencies.

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If we are unable to make payments in the specified currency of a foreign currency note, you may experience losses due to exchange rate fluctuations.

Exchange controls may restrict or prohibit us from making payments of any principal, premium or interest in respect of any note in any currency or composite currency.  Even if there are no actual exchange controls, it is possible that, on a payment date with respect to any particular note, the currency in which amounts then due in respect of such note are payable would not be available to us.  In that event, we would make such payments in the manner set forth under “Description of the Notes—Payment of Principal and Interest.”

If we are required to make payment in respect of a note in a specified currency other than U.S. dollars and such currency is unavailable due to the imposition of exchange controls or other circumstances beyond our control or is no longer used by the government of the country issuing such currency or for the settlement of transactions by public institutions of or within the international banking community, then we will make all payments in respect of such note in U.S. dollars until such currency is again available or so used.  Any amounts payable in such currency on any date will be converted by the exchange rate agent (which may be us, the trustee or a bank or financial institution we select) into U.S. dollars on the basis of the most recently available market exchange rate for such currency or as otherwise indicated in the applicable pricing supplement.  Any payment made under such circumstances in U.S. dollars will not constitute an event of default under the indenture.

You  may not be able to secure a foreign-currency judgment in the United States.

The notes generally will be governed by, and construed in accordance with, the law of New York.  See “Description of Debt Securities—Governing Law” in the accompanying prospectus.  Courts in the United States customarily have not rendered judgments for money damages denominated in any currency other than the U.S. dollar.  The Judiciary Law of New York provides, however, that an action based upon an obligation denominated in a currency other than U.S. dollars will be rendered in the foreign currency of the underlying obligation and converted into U.S. dollars at the rate of exchange prevailing on the date of the entry of the judgment or decree.

An investment in indexed notes entails significant risks not associated with a similar investment in fixed or floating rate debt securities.

An investment in notes that are indexed, as to principal, premium, if any, and/or interest, to one or more underlying assets or measures, including currencies or composite currencies, exchange rates, swap indices between currencies or composite currencies, commodities, commodity indices or baskets, securities or securities baskets or indices, interest rates or other indices or measures, either directly or inversely, entails significant risks that are not associated with investments in a conventional fixed rate or floating rate debt security.

These risks include the possibility that the value of the underlying, asset, measure, index or indices may be subject to significant changes, that the resulting interest rate will be less than that payable on a conventional fixed or floating rate debt security issued by us at the same time, that the repayment of principal and/or premium, if any, can occur at times other than those expected by the investor, and that you, as the investor, could lose all or a substantial portion of principal and/or premium, if any, payable on the maturity date.  These risks depend on a number of inter-related factors, including economic, financial and political events, over which we have no control.

Additionally, if the formula used to determine the amount of principal, premium, if any, and/or interest payable with respect to such notes contains a multiplier or leverage factor, the effect of any change in the applicable index or indices will be magnified.  In recent years, values of many underlying measures and indices have been highly volatile, and such volatility may continue or intensify.

Any optional redemption feature of any notes might affect their market value.  Since we may be expected to redeem notes when prevailing interest rates are relatively low, an investor generally will not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate that is as high as the then-current interest rate on the notes.

The secondary market, if any, for indexed notes will be affected by a number of factors independent of our creditworthiness and the value of the applicable underlying asset, measure, index or indices, including the complexity and volatility thereof, the method of calculating the principal, premium, if any, and/or interest in respect of indexed notes, the time remaining to the maturity of such notes, the outstanding amount of such notes, any redemption features of such notes, the amount of other debt securities linked to such underlying asset, measure, index or indices and the level, direction and volatility of market interest rates generally.  Such factors also will affect the market value of indexed notes.

In addition, certain notes may be designed for specific investment objectives or strategies and, therefore, may have a more limited secondary market and experience more price volatility than conventional debt securities.  Investors may not be able to sell such notes readily or at prices that will enable them to realize their anticipated yield.  You should not purchase such notes unless you understand and are able to bear the risks that such notes may not be readily saleable, that the value of such notes will fluctuate over time and that such fluctuations may be significant.

Finally, our credit ratings may not reflect the potential impact of the various risks that could affect the market value of the notes.  Accordingly, prospective investors should consult their own financial and legal advisors as to the risks an investment in the notes may entail and the suitability of the notes in light of their particular circumstances.

The pricing supplement relating to any note indexed to a currency, currencies, a commodity, a commodity index, a stock, a stock index or any similar such measure or index will contain information concerning the historical prices or values of such underlying measure or index.

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CURRENCY EXCHANGE INFORMATION

If you purchase any notes, you must pay for them by wire transfer in the currency we specify.  If you are a prospective purchaser of foreign currency notes (that is, notes for which the currency we specify is other than U.S. dollars), you may ask the agent to arrange for, at its discretion, the conversion of U.S. dollars or another currency into the specified currency to enable you to pay for such foreign currency notes.  You must make this request on or before the fifth business day preceding the issue date for such notes, or by a later date if the agent allows.  The agent will perform each conversion on such terms and subject to such conditions, limitations and charges as such agent may from time to time establish in accordance with its regular foreign exchange practices.  You will be responsible for any resulting currency exchange costs.

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DESCRIPTION OF THE NOTES

The following description supplements the information contained in “Description of Debt Securities” in the prospectus.  If the information in this prospectus supplement differs from the prospectus, you should rely on the information in this prospectus supplement.  Because the information provided in a pricing supplement may differ from that contained in this prospectus supplement, you should rely on the pricing supplement for the final description of a particular issue of notes.  The following description will apply to a particular issue of notes only to the extent that it is not inconsistent with the description provided in the applicable pricing supplement.

We will issue the notes under an indenture, dated as of August 15, 1991, as supplemented by a first supplemental indenture dated as of June 2, 2004, a second supplemental indenture dated as of January 30, 2006 and a third supplemental indenture dated as of October 23, 2008 (together with the first supplemental indenture and the second supplemental indenture, the “supplemental indentures”), each between us and The Bank of New York Mellon Trust Company, N.A. (directly or as the successor in interest to another party), which serves as the trustee thereunder.  Except where otherwise indicated or clear from the context, all references to the “indenture” are to the indenture as supplemented by the supplemental indentures and as further supplemented.  The information contained in this section and in the prospectus summarizes some of the terms of the notes and the indenture.  This summary does not contain all of the information that may be important to you as a potential investor in the notes.  You should read the indenture, each of the supplemental indentures and the forms of the notes before making any investment decision.  We have filed or will file copies of these documents with the Securities and Exchange Commission (the SEC) and we have filed or will file copies of these documents at the offices of the trustee and the other paying agents, if any.

General Terms of the Notes

The following are summaries of the material provisions of the indenture and the notes.

·                  The notes will constitute a single series of debt securities with an unlimited aggregate principal amount we will issue pursuant to the indenture.  We have more fully described the indenture in the accompanying prospectus.

·                  We are offering the notes on a continuous basis through the agents identified on the cover page of this prospectus supplement.

·                  The notes will mature at least nine months from their issue dates.

·                  The notes may be subject to redemption prior to their maturity dates, as described under “—Redemption and Repurchase.”

·                  The notes will constitute our direct, unconditional and unsecured indebtedness and will rank equally in right of payment with all our unsecured and unsubordinated indebtedness.  The notes will not be obligations of the Kingdom of Sweden.

·                  We will issue the notes in fully registered form only, without coupons.

·                  Unless otherwise specified, we will issue the notes in authorized denominations of U.S.$ 1,000 and integral multiples thereof (in the case of notes denominated in U.S. dollars).  We will set forth the authorized denominations of foreign currency notes in the applicable pricing supplements;

·                  We expect to issue the notes initially in book-entry form, represented by a single global master note.  Thereafter, the notes may be issued either in book entry form (represented by such master global note or one or more other global notes) or in certificated form.  Except as we describe in the accompanying prospectus under the heading “—Description of Debt Securities—Global Securities,” we will not issue book-entry notes in exchange for certificated notes.  See “—Form of the Notes—Book-Entry Notes” below.  You may present certificated notes for registration of transfer or exchange at the office of the trustee (currently located at 101 Barclay Street (Attn: Trust Services Window), New York New York 10286), or at such other office or agency of the trustee as we may designate for such purpose in the Borough of Manhattan, The City of New York.

The pricing supplement relating to a note will describe the following terms:

·                  the principal or face amount of such note;

·                  the currency we have specified for the note (and, if such specified currency is other than U.S. dollars, certain other terms relating to the note and the specified currency, including the authorized denominations of the note);

·                  the price (expressed as a percentage of the aggregate principal or face amount thereof) at which we will issue the note;

·                  the date on which we will issue the note;

·                  the maturity date for the note;

·                  if the note is a fixed rate note, the rate per annum at which the note will bear interest;

·                  if the note is a floating rate note, the initial interest rate, the formula or formulae by which interest on the note will be calculated thereafter, the dates on which we will pay interest and any other terms relating to the particular method and times for calculating the interest rate for such note;

·                  if the note is an indexed note, a description of the applicable index and the manner of determining the indexed principal amount and/or the indexed interest amount thereof (all as defined in the accompanying prospectus), together with other material information relevant to holders of such note;

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·                  if the note is a discount note, the total amount of original issue discount, the amount of original issue discount allocable to the initial accrual period and the yield to maturity of such note;

·                  whether such note may be redeemed prior to its maturity date (other than as a result of a change in Swedish taxation as described under “—Redemption and Repurchase”) and, if so, the provisions relating to redemption, including, in the case of a discount note or an indexed note, the information necessary to determine the amount due upon redemption;

·                  whether the note will be issued initially as a book-entry note or a certificated note; and

·                  any other material terms of the note.

Business Days

In this prospectus supplement, the term “business day” with respect to any note means any day, other than a Saturday or Sunday, that is a day on which:

(1)             commercial banks are generally open for business in The City of New York; and

(2)             (a) if such note is a foreign currency note and the specified currency in which such note is denominated is the euro, the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System or any successor system is open for business; and (b) if such note is a foreign currency note and the specified currency in which the note is denominated is other than the euro, commercial banks are generally open for business in the financial center of the country issuing such currency; and

(3)             if the note is an indexed note, commercial banks are generally open for business in such other place or places as may be set forth in the applicable pricing supplement; and

(4)             if the interest rate formula for the note is LIBOR, a London banking day.  The term “London banking day” with respect to any note means any day on which dealings in deposits in the specified currency for such note are transacted in the London interbank market.

Discount Notes

Any of the notes we issue may be “discount notes.”  A discount note is:

(1)             a note, including any note having an interest rate of zero, that has a stated redemption price at maturity that exceeds its issue price by at least 0.25% of its principal or face amount, multiplied by the number of full years from the issue date to the maturity date for such note; and

(2)             any other note that we designate as issued with original issue discount for United States federal income tax purposes.

Form of the Notes

The Depository Trust Company, or DTC, is under no obligation to perform or continue to perform the procedures described below, and it may modify or discontinue them at any time.  Neither we nor the trustee will be responsible for DTC’s performance of its obligations under its rules and procedures.  Additionally, neither we nor the trustee will be responsible for the performance by direct or indirect participants of their obligations under their rules and procedures.

We expect to issue the notes initially in the form of a single master global note in fully registered form, without coupons.  A master global note will initially be registered in the name of a nominee (Cede & Co.) of DTC, as depositary.  Notes need not be represented by such master global note, and may instead be represented by separate global notes.  Except as set forth in the accompanying prospectus under “Book-Entry Procedures and Settlement,” the notes will not be issuable as certificated notes.  For more information, see “—Book-Entry Notes” below.

Registered Notes .  Registered notes are payable to the order of and registered in the name of a particular person or entity.  In the case of book-entry registered notes, the global security is registered in the name of a nominee of the applicable clearing system, and this nominee is considered the sole legal owner or holder of the notes for purposes of the indenture.  Beneficial interests in a registered note and transfers of those interests are recorded by the security registrar.

Book-Entry Notes .  All Book-Entry notes with the same issue date and terms will be represented by one or more global securities (which may be the master global note) deposited with, or on behalf of, DTC, and registered in the name of DTC or its nominee (Cede & Co.) (unless the applicable prospectus supplement provides otherwise).  Unless otherwise provided, DTC will act as a depositary for, and hold the global securities on behalf of, certain financial institutions, called “participants.”  These participants, or other financial institutions acting through them called “indirect participants,” will represent your beneficial interests in the global securities (unless the applicable prospectus supplement provides otherwise).  They will record the ownership and transfer of your beneficial interests through computerized book-entry accounts, eliminating the need for physical movement of the notes.  Book-entry notes will not be exchangeable for certificated notes and, except under the circumstances described below, will not otherwise be issued as certificated notes.

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Unless otherwise provided in the applicable pricing supplement, if you wish to purchase book-entry securities, you must either be a direct participant or make your purchase through a direct or indirect participant.  Investors who purchase book-entry securities will hold them in an account at the bank or financial institution acting as their direct or indirect participant.  Holding securities in this way is called holding in “street name.”

When you hold securities in street name, you must rely on the procedures of the institutions through which you hold your securities to exercise any of the rights granted to holders.  This is because our legal obligations and those of the trustee run only to the registered owner of the global security, which will be the clearing system or its nominee.  For example, once we and the trustee make a payment to the registered holder of a global security, neither we nor the trustee will be liable for the payment to you, even if you do not receive it.  In practice, the clearing system will pass along any payments or notices it receives from us to its participants, which will pass along the payments to you.  In addition, if you desire to take any action which the holder of a global security is entitled to take, then the clearing system would authorize the participant through which you hold your book-entry securities to take such action, and the participant would then either authorize you to take the action or would act for you on your instructions.  The transactions between you, the participants and the clearing system will be governed by customer agreements, customary practices and applicable laws and regulations, and not by any of our or the trustee’s legal obligations.

As an owner of book-entry securities represented by a global security, you will also be subject to the following restrictions:

·                   You will not be entitled to (1) receive physical delivery of the securities in certificated form or (2) have any of the securities registered in your name, except under the circumstances described below under “—Certificated Notes”;

·                   You may not be able to transfer or sell your securities to some insurance companies and other institutions that are required by law to own their securities in certificated form; and

·                   You may not be able to pledge your securities in circumstances where certificates must be physically delivered to the creditor or the beneficiary of the pledge in order for the pledge to be effective.

Outside the United States, if you are a participant in either of Clearstream Banking, société anonyme (referred to as Clearstream Luxembourg) or Euroclear, S.A./N.V. or its successor, as operator of the Euroclear System (referred to as Euroclear) you may elect to hold interests in global securities through such systems.  Alternatively, you may elect to hold interests indirectly through organizations that are participants of such systems.  Clearstream Luxembourg and Euroclear will hold interests on behalf of their participants through customers’ security accounts in the names of their respective depositaries, which in turn may hold such interests in customers’ securities accounts in the names of their respective depositaries, which we refer to as the U.S. depositaries, on the books of the DTC.  Notes may also be initially deposited with and settle through Clearstream, Euroclear or any other depositary specified in the relevant pricing supplement.

As long as the notes are represented by global securities, we will pay principal of and interest on such notes to or as directed by DTC as the registered holder of the global securities (or such other depositary as may be applicable).  Payments to DTC (or such other depositary) will be in immediately available funds by wire transfer.  DTC, Clearstream Luxembourg or Euroclear, as applicable, will credit the relevant accounts of their participants on the applicable date.

DTC, Clearstream Luxembourg and Euroclear, respectively, advise as follows:

As to DTC: DTC advises us that it is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934.  DTC holds issues of U.S. and non-U.S. equity, corporate and municipal debt securities deposited with it by its participants and facilitates the settlement of transactions among its participants in such securities through electronic computerized book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates.  DTC’s participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations, some of which (and/or their representatives) own DTC.  Access to DTC’s book-entry system is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly.  According to DTC, the foregoing information with respect to DTC has been provided to the financial community for informational purposes only and is not intended to serve as a representation, warranty or contract modification of any kind.

As to Clearstream Luxembourg : Clearstream Luxembourg has advised us that it is incorporated as a limited liability company under Luxembourg law.  Clearstream Luxembourg is owned by Deutsche Börse AG.

Clearstream Luxembourg holds securities for its participating organizations and facilitates the clearance and settlement of securities transactions between its participants through electronic book-entry changes in accounts of participants, thereby eliminating the need for physical movement of certificates.  Clearstream Luxembourg provides to its participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing.  Clearstream Luxembourg interfaces with domestic markets in several countries.  Clearstream Luxembourg participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations and may include the underwriters.  Indirect access to Clearstream Luxembourg is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream Luxembourg participant either directly or indirectly.  Distributions with respect to notes held beneficially through Clearstream Luxembourg will be credited to cash accounts of Clearstream Luxembourg participants in accordance with its rules and procedures, to the extent received by or on behalf of Clearstream Luxembourg.

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Clearstream Luxembourg effects transactions through its affiliate, Clearstream Banking SA, which is registered as a bank in Luxembourg, and as such is subject to regulation by the Commission de Surveillance du Secteur Financier, which supervises Luxembourg banks. Since 12 February 2001, Clearstream Banking SA has also been supervised by the Central Bank of Luxembourg according to the Settlement Finality Directive Implementation of January 12, 2001, following the official notification to the regulators of Clearstream Banking SA’s role as a payment system provider operating a securities settlement system.

As to Euroclear :

Euroclear holds securities and book-entry interests in securities for participating organizations and facilitates the clearance and settlement of securities transactions between Euroclear participants, and between Euroclear participants and participants of certain other securities intermediaries through electronic book-entry changes in accounts of such participants or other securities intermediaries.

Euroclear provides Euroclear participants, among other things, with safekeeping, administration, clearance and settlement, securities lending and borrowing, and related services. Euroclear participants are investment banks, securities brokers and dealers, banks, central banks, supra-nationals, custodians, investment managers, corporations, trust companies and certain other organizations.  Certain of the underwriters, or other financial entities involved in this offering, may be Euroclear participants.

Non-participants in the Euroclear System may hold and transfer book-entry interests in notes or index warrants through accounts with a participant in the Euroclear System or any other securities intermediary that holds a book-entry interest in the securities through one or more securities intermediaries standing between such other securities intermediary and Euroclear.

Under Belgian law, investors that are credited with securities on the records of Euroclear have a co-property right in the fungible pool of interests in securities on deposit with Euroclear in an amount equal to the amount of interests in securities credited to their accounts. In the event of the insolvency of Euroclear, Euroclear participants would have a right under Belgian law to the return of the amount and type of interests in securities credited to their accounts with Euroclear. If Euroclear did not have a sufficient amount of interests in securities on deposit of a particular type to cover the claims of all participants credited with such interests in securities on Euroclear’s records, all participants having an amount of interests in securities of such type credited to their accounts with Euroclear would have the right under Belgian law to the return of their pro-rata share of the amount of interests in securities actually on deposit.

Under Belgian law, Euroclear is required to pass on the benefits of ownership in any interests in securities on deposit with it (such as dividends, voting rights and other entitlements) to any person credited with such interests in securities on its records.   Distributions with respect to notes held beneficially through Euroclear will be credited to the cash accounts of Euroclear participants in accordance with the Euroclear Terms and Conditions, to the extent received by or on behalf of Euroclear.

Certificated Notes.  We will issue debt securities in fully registered certificated form in exchange for book-entry securities represented by a global security only under the circumstances described in the prospectus under “Description of Debt Securities—Global Securities.”  If we do so, you will be entitled to have registered in your name, and have physically delivered to you, debt securities in certificated form equal to the amount of book-entry securities you beneficially own.  If we issue certificated debt securities, they will have the same terms and authorized denominations as the global security.

Global Clearance and Settlement Procedures

You will be required to make your initial payment for the notes in immediately available funds.  Secondary market trading between DTC participants will occur in the ordinary way in accordance with DTC rules and will be settled in immediately available funds using DTC’s Same-Day Funds Settlement System.  Secondary market trading between Clearstream Luxembourg customers and/or Euroclear participants will occur in the ordinary way in accordance with applicable rules and operating procedures applicable to conventional eurobonds in immediately available funds.

Cross-market transfers between persons holding directly or indirectly through DTC on the one hand, and directly or indirectly through Clearstream Luxembourg or Euroclear participants, on the other, will be effected within DTC in accordance with DTC’s rules on behalf of the relevant European international clearing system by its U.S. depositary; however, such cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures and within its established deadlines (European time).  The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its U.S. depositary to take action to effect final settlement on its behalf by delivering or receiving notes in DTC, and making or receiving payment in accordance with normal procedures.  Clearstream Luxembourg participants and Euroclear participants may not deliver instructions directly to their respective U.S. depositaries.

Due to time zone differences in their favor, Euroclear Participants and Clearstream customers may employ their customary procedure for transactions in which securities are to be transferred by the respective clearing system, through the applicable U.S. Depository to another Participant’s .  In these cases, Euroclear will instruct its U.S. Depository to credit the securities to the Participant’s account against payment.  The payment will then be reflected in the account of the Euroclear Participant or Clearstream customer the following business day, and receipt of the cash proceeds in the Euroclear Participants’ or Clearstream customers’ accounts will be back-valued to the value date (which would be the preceding day, when settlement occurs in New York).  If the Euroclear Participant or Clearstream customer has a line of credit with its respective clearing system and elects to draw on such line of credit in anticipation of receipt of the sale proceeds in its account, the back-valuation may substantially reduce or offset any overdraft charges incurred over that one-day period. If settlement is not completed on the intended value date (i.e., the trade fails), receipt of the cash proceeds in the Euroclear Participant’s or Clearstream customer’s accounts would instead be valued as of the actual settlement date.

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Although DTC, Clearstream Luxembourg and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of securities among participants of DTC, Clearstream Luxembourg and Euroclear, they are under no obligation to perform or continue to perform such procedures and they may discontinue the procedures at any time.

All information in this document on DTC, Clearstream Luxembourg and Euroclear is derived from DTC, Clearstream Luxembourg or Euroclear, as the case maybe, and reflects the policies of these organizations; these policies are subject to change without notice.

Paying Agents, Transfer Agents, Exchange Rate Agents and Calculation Agents

Until the notes are paid, we will maintain a paying agent and transfer agent in The City of New York.  We have initially appointed the trustee to serve as our paying agent and transfer agent.

We will appoint an exchange rate agent to determine the exchange rate for converting payments on notes denominated in a currency other than U.S. dollars into U.S. dollars, where applicable.  In addition, as long as any floating rate notes or indexed notes are outstanding, we will maintain a calculation agent for calculating the interest rate and interest payments, or indexed principal amount and/or indexed interest amount on the notes.

Payment of Principal and Interest

General

We will pay interest on registered notes (a) to the persons in whose names the notes are registered at the close of business on the record date or (b) if we are paying interest at maturity, redemption or repurchase, we will make such payment to the person to whom principal is payable.  The regular record date for registered notes is the date 15 calendar days before the applicable interest payment date, whether or not a business day.  If we issue notes between a record date and an interest payment date, we will pay the interest that accrues during this period on the next following interest payment date to the persons in whose names the notes are registered on the record date for that following interest payment date.

Book-Entry Note s

We will, through our paying agent, make payments of principal, premium, if any, and interest on book-entry notes by wire transfer to the clearing system or the clearing system’s nominee as the registered owner of the notes, which will receive the funds for distribution to the holders.  We expect that the holders will be paid in accordance with the procedures of the clearing system and its participants.  Neither we nor the paying agent will have any responsibility or liability for any of the records of, or payments made by, the clearing system or the clearing system’s nominee or common depositary.

Registered Certificated Notes

If we issue registered certificated notes, we will make payments of principal, premium, if any, and interest to you, as a holder, by wire transfer if:

·                   you own at least U.S.$ 10,000,000 aggregate principal amount or its equivalent of notes; and

·                   not less than 15 calendar days before the payment date, you notify the paying agent of your election to receive payment by wire transfer and provide it with your bank account information and wire transfer instructions.

If we do not pay interest by wire transfer for any reason, we will, subject to applicable laws and regulations, mail a check to you on or before the due date for the payment at your address as it appears on the security register on the applicable record date.

Payment Currency

We will pay any principal, premium or interest in respect of a note in the currency we have specified for such note.  In the case of a foreign currency note, the exchange rate agent will arrange to convert all payments in respect of such note into U.S. dollars in the manner described in the next paragraph.  However, if U.S. dollars are not available for making payments due to the imposition of exchange controls or other circumstances beyond our control, then the holder of such note will receive payments in such specified currency until U.S. dollars are again available for making such payments.  Notwithstanding the foregoing, the holder of a foreign currency note may (if we so indicate in the applicable pricing supplement and note) elect to receive all payments in respect of such note in the specified currency for such note by delivery of a written notice to the trustee not later than 15 calendar days prior to the applicable payment date.  The holder’s election generally will remain in effect until revoked by written notice to the trustee received not later than 15 calendar days prior to the applicable payment date.  The holder’s election may not be effective under certain circumstances as described above under “Risks Associated with Foreign Currency Notes and Indexed Notes—If we are unable to make payments in the specified currency of a foreign currency note, you may experience losses due to exchange rate fluctuations.”

In the case of a foreign currency note, the exchange rate agent will determine the amount of any U.S. dollar payment in respect of such note based on the following exchange rate: the highest firm bid quotation expressed in U.S. dollars, for the foreign or composite currency in which such note is denominated, received by the exchange rate agent at approximately 11:00 a.m., New York City time, on the second business

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day preceding the applicable payment date (or, if no such rate is quoted on such date, the last date on which such rate was quoted), from three (or, if three are not available, then two) recognized foreign exchange dealers in The City of New York, for the purchase by the quoting dealer, for settlement on such payment date, of the aggregate amount of the specified currency for such note payable on such payment date in respect of all notes denominated in such specified currency.  If no such bid quotations are available, we will make such payments in such specified currency, unless such specified currency is unavailable due to the imposition of exchange controls or to other circumstances beyond our control, in which case we will make such payments as described above under “Risks Associated with Foreign Currency Notes and Indexed Notes—If we are unable to make payments in the specified currency of a foreign currency note, you may experience losses due to exchange rate fluctuations.”

All currency exchange costs will be borne by the holders of foreign currency notes by deductions from such payments.  Any of the foreign exchange dealers submitting quotes to the exchange rate agent may be agents soliciting orders for the notes or affiliates of such agents.  All determinations that the exchange rate agent makes, after being confirmed by us, will be binding unless they are clearly wrong.

If the principal of any discount note is declared to be due and payable immediately due to the occurrence of an event of default, the amount of principal due and payable with respect to such note shall be the issue price of such note plus the amount of original issue discount amortized from the issue date of such note to the date of declaration.  Such amortization shall be calculated using the “interest method” (computed in accordance with U.S. generally accepted accounting principles in effect on the date of declaration).

Interest Rates

General

The interest rate on the notes will not be higher than the maximum rate permitted by New York law, currently 25% per year on a simple interest basis.  This limit will not apply to notes in which U.S.$ 2,500,000 or more has been invested.  Interest payments on the notes will generally include interest accrued from and including the issue date or the last interest payment date to but excluding the following interest payment date or the date of maturity, redemption or repurchase.  Each of these periods is called an interest period.

The relevant pricing supplement will specify the day count fraction applicable to the calculation of payments due on the notes:

·                   if “1/1” is specified, the relevant payment will be calculated on the basis of 1;

·                   if “actual/365,” “act/365,” “A/365,” “actual/actual” or “act/act” is specified, the relevant payment will be calculated on the basis of the actual number of days in the period in respect of which payment is being made divided by 365 (or, if any portion of that calculation period falls in a leap year, the sum of (i) the actual number of days in that portion of the period falling in a leap year divided by 366 and (ii) the actual number of days in that portion of the calculation period falling in a non-leap year divided by 365);

·                   if “actual/365 (fixed),” “act/365 (fixed),” “A/365 (fixed)” or “A/365F” is specified, the relevant payment will be calculated on the basis of the actual number of days in the calculation period in respect of which payment is being made divided by 365;

·                   if “actual/360,” “act/360” or “A/360” is specified, the relevant payment will be calculated on the basis of the actual number of days in the calculation period in respect of which payment is being made divided by 360;