International Bank for Reconstruction and Development

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International Bank for Reconstruction and Development FINAL TERMS INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Global Debt Issuance Facility No. 10016 UYU 1,981,530,000 3.40% Uruguayan Peso and UI-Linked Notes due 2017 (Payable in U.S. Dollars) DEUTSCHE BANK SECURITIES The date of these Final Terms is June 4, 2008 This document (“Final Terms”) is issued to give details of an issue of UYU 1,981,530,000 3.40% Uruguayan Peso and UI-Linked Notes due 2017 (the “Notes”) by International Bank for Reconstruction and Development (the “Bank”) under its Global Debt Issuance Facility. These Final Terms supplement the terms and conditions in, and incorporates by reference, the Prospectus dated May 28, 2008, and all documents incorporated by reference therein (the “Prospectus”), and should be read in conjunction with the Prospectus. Unless otherwise defined in these Final Terms, terms used herein have the same meaning as in the Prospectus. In addition, certain capitalized terms used in these Final Terms have the respective meanings given to them in the Executive Summary, the Risk Factors, the Terms and Conditions of the Notes or in the Schedule. The Notes will be direct obligations of International Bank for Reconstruction and Development. The Notes are not conventional notes or debt securities in that they do not provide the holder with a return at maturity that is determinable prior to maturity. The Notes are not obligations of any government. A09032383 2 CONTENTS PAGE EXECUTIVE SUMMARY ................................................................................................................................4 RISK FACTORS ................................................................................................................................................ 8 TERMS AND CONDITIONS.......................................................................................................................... 10 A09032383 3 EXECUTIVE SUMMARY The following is an executive summary of the provisions of the Notes only and is qualified in its entirety by reference to the more detailed information contained elsewhere in these Final Terms. Capitalized terms used in this summary have the meanings set forth elsewhere in these Final Terms. Issuer: International Bank for Reconstruction and Development Securities: 3.40% Uruguayan Peso and UI-Linked Notes due 2017. Issued under the Bank’s Global Debt Issuance Facility. Credit Rating: The Bank’s Global Debt Issuance Facility is rated AAA by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and Aaa by Moody’s Investors Services, Inc. Aggregate Principal Amount: UYU 1,981,530,000 (equivalent to USD 100,000,000 at the initial Average Transfer Exchange Rate of 19.8153). Uruguayan Peso (“UYU”) means the lawful currency of the República Oriental del Uruguay (“Uruguay”) or any successor currency. U.S. dollars (“USD”) means the lawful currency of the United States of America. Issue Price: 100%, payable in USD. Specified Denomination: UYU 1,000 per Note. Issue Date: June 4, 2008 Maturity Date: April 15, 2017 Interest: Interest will be payable on April 15 and October 15 of each year, beginning October 15, 2008, on the outstanding principal amount as adjusted to reflect Uruguayan inflation from the Issue Date to the relevant Interest Payment Date. Interest will be converted into, and payment of interest will be made, in USD. Interest Amount: In respect of an Interest Period, the amount of interest per Note will be determined by the Calculation Agent according to the following formula: Adjusted UYU Nominal Amount x Rate of Interest x Day Count Fraction x (1/Relevant Average Transfer Exchange Rate) “Adjusted UYU Nominal Amount” means Specified Denomination x (UIRD/Initial UI) “Day Count Fraction” means 30/360. “Rate of Interest” means 3.40% per annum. “Initial UI” means 1.7938 (the UI rate in effect on the Issue Date). “Interest Period” means each period from (and including) an Interest Payment Date (or, in the case of the first Interest Period, the Interest Commencement Date) to (but excluding) the next (or first) Interest A09032383 4 Payment Date. “Relevant Average Transfer Exchange Rate” means the Average Transfer Exchange Rate determined in respect of the Rate Calculation Period for the relevant Interest Payment Date. “UIRD” means the UI in effect for the relevant Interest Payment Date. Average Transfer Exchange Rate: The average interbank exchange rate for the conversion of UYU into USD as published by Banco Central del Uruguay and which is available on Bloomberg by typing “URINUSCA <CRNCY> HP <GO>” as the bid-side rate for each Montevideo Business Day during the period from (and including) the Rate Calculation Period Start Date to (and including) the Rate Calculation Period End Date (such period, the “Rate Calculation Period”, and each Montevideo Business Day falling in a Rate Calculation Period, a “Rate Calculation Date”). If such exchange rate is not reported by Banco Central del Uruguay on any Rate Calculation Date, then the rate used in respect of such Rate Calculation Date for the purpose of calculating the Average Transfer Exchange Rate shall be the Alternative Rate for such Rate Calculation Date. Rate Calculation Period Start With respect to each Interest Payment Date, the Maturity Date or the Date: date on which the Notes are redeemed following an event of default, if any, the 15th Montevideo Business Day prior to such payment date (the “Scheduled Rate Calculation Period Start Date”); provided that, if the Scheduled Rate Calculation Period Start Date is an Unscheduled Holiday, the Rate Calculation Period Start Date shall be the first following Montevideo Business Day after the occurrence of an Unscheduled Holiday, and if the Rate Calculation Period Start Date has not occurred on or before the 5th consecutive calendar day after the Scheduled Rate Calculation Period Start Date, then the next day after such period that would have been a Montevideo Business Day but for the Unscheduled Holiday shall be deemed to be the Rate Calculation Period Start Date. Rate Calculation Period End With respect to each Interest Payment Date, the Maturity Date or the Date: date on which the Notes are redeemed following an event of default, if any, the 6th Montevideo Business Day prior to such payment date (the “Scheduled Rate Calculation Period End Date”); provided that, if the Scheduled Rate Calculation Period End Date is an Unscheduled Holiday, the Rate Calculation Period End Date shall be the first following Montevideo Business Day after the occurrence of an Unscheduled Holiday; provided further that the Rate Calculation Period End Date shall be postponed one Montevideo Business Day for each Unscheduled Holiday that occurred during the related Rate Calculation Period. Notwithstanding the foregoing, if the Rate Calculation Period End Date has not occurred on or before the 5th Business Day prior to the relevant payment date, then such Business Day shall be deemed to be the Rate Calculation Period End Date. A09032383 5 Montevideo Business Day: A day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in Montevideo. Unscheduled Holiday: In respect of a Rate Calculation Date, the day on which such Rate Calculation Date falls is not a Montevideo Business Day and the market was not aware of such fact (by means of a public announcement or by reference to other publicly available information) until a time later than 9:00 a.m., Montevideo time, two Montevideo Business Days prior to such Rate Calculation Date. Alternative Rate: The rate calculated by the Calculation Agent by polling the Reference Banks at 4:00 p.m., Montevideo time, at the exchange rate for the professional market, by taking the arithmetic mean of the polled exchange rates. In the event that any of the Reference Banks cease to operate in Uruguay, they shall be replaced by the Calculation Agent, for the purpose of determining the Alternative Rate, with subsidiaries or branches of other foreign banks having similar characteristics. Reference Banks: Citibank, N.A., Uruguay Branch, Banco Itau Uruguay S.A., Banco Santander Uruguay S.A., and ABN Amro NV Uruguay Branch, each located in Montevideo, Uruguay. Unidad Indexada or UI: The value in UYU of the unit calculated by the National Institute of Statistics (Instituto Nacional de Estadistica or “INE”) as provided and published monthly in advance for each day from the sixth day of a month to the fifth day of the following month by the INE and Banco Central del Uruguay and is available on Bloomberg by typing “URUIURUI <INDEX> <GO>”. The UI changes on a daily basis to reflect changes in the consumer price index (Indice de Precios al Consumo or “IPC”), which is measured by the INE. The UI for each day is set in advance based on changes in the previous months’ inflation. Interest Payment Dates: April 15 and October 15 of each year, beginning October 15, 2008 and ending on the Maturity Date. Business Day: New York and London. Final Redemption Amount: Unless previously redeemed or purchased and cancelled as specified in the Terms and Conditions, each Specified Denomination will be redeemed by the Bank by payment of its Final Redemption Amount on the Maturity Date. The Final Redemption Amount per Specified Denomination will be an amount determined by the Calculation Agent according to the following formula: Specified Denomination x (Final UI/Initial UI) x (1/Final Average Transfer Exchange Rate) “Final UI” means
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