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Dnb NOR BOLIGKREDITT AS €45000000000

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Dnb NOR BOLIGKREDITT AS €45000000000 SUPPLEMENT DATED 25 OCTOBER 2010 TO THE PROSPECTUS DATED 17 JUNE 2010 DnB NOR BOLIGKREDITT AS (incorporated in Norway) €45,000,000,000 Covered Bond Programme This Supplement (the "Supplement") to the Base Prospectus (the "Prospectus") dated 17 June, 2010 constitutes a supplement to the base prospectus for the purposes of article 13 of Part II of the Luxembourg act dated 10th July, 2005 relating to prospectuses for securities (the "Prospectus Act") and is prepared in connection with the EUR45,000,000,000 Covered Bond Programme (the "Programme") for the issue of Notes by DnB NOR Boligkreditt AS (the "Issuer"). Terms defined in the Prospectus have the same meaning when used in this Supplement. This Supplement is supplemental to, and should be read in conjunction with, the Prospectus. The Issuer accepts responsibility for the information contained in this Supplement. To the best of the knowledge of the Issuer (who has taken all reasonable care to ensure that such is the case) the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information. SUMMARY The following text is added to the end of the 'Summary' section (after the summary of 'Risk Factors') on page 15 of the Prospectus: "U.S. Programme: In addition to the Programme, the Issuer has an active U.S. $8,000,000,000 covered bond programme (the “U.S. Programme”) pursuant to which it has issued, and may further issue, covered bonds denominated in any currency. Under the terms of the U.S. Programme, the Issuer will issue Covered Bonds to the Covered Bondholders on each Issue Date. The Covered Bonds will be unsubordinated obligations of the Issuer and rank pari passu among themselves and with all other obligations of the Issuer that have been provided the same priority as debt instruments issued pursuant to Chapter 2, sub-chapter IV of the Financial Institutions Act. It is the Issuer’s intention to use the U.S. Programme as a funding platform to issue Covered Bonds pursuant to and in reliance on Rule 144A of the Securities Act. All Covered Bonds issued by the Issuer under the Programme, covered bonds issued under the U.S. Programme and any other mortgage covered bonds issued by the Issuer have, and will have, the benefit of a statutory preference under the Financial Institutions Act over a single Cover Pool maintained by the Issuer." 1 RISK FACTORS The text below the heading 'Risk Factors' on pages 16 to 23 of the Prospectus is deleted and replaced with the following: "The Issuer believes that the following factors may affect its ability to fulfil its obligations under Covered Bonds issued under the Programme. All of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring. Factors which the Issuer believes may be material for the purpose of assessing the market risks associated with Covered Bonds issued under the Programme are also described below. The Issuer believes that the factors described below represent the principal risks inherent in investing in Covered Bonds issued under the Programme, but the Issuer may be unable to pay interest, principal or other amounts on or in connection with any Covered Bonds for other reasons which may not be considered significant risks by the Issuer based on information currently available to it and which it may not currently be able to anticipate. Prospective investors should also read the detailed information set out elsewhere in this Prospectus and reach their own views prior to making any investment decision. Risks Relating to the Covered Bonds The Covered Bonds may not be a suitable investment for all investors Each potential investor in the Covered Bonds must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should: (i) have sufficient knowledge and experience to make a meaningful evaluation of the relevant Covered Bonds, the merits and risks of investing in the relevant Covered Bonds and the information contained or incorporated by reference in this Prospectus or any applicable supplement to this Prospectus; (ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the relevant Covered Bonds and the impact such investment will have on its overall investment portfolio; (iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Covered Bonds, including Covered Bonds with principal or interest payable in one or more currencies, or where the currency for principal or interest payments is different from the currency in which such potential investor’s financial activities are principally denominated; (iv) understand thoroughly the terms of the relevant Covered Bonds and be familiar with the behaviour of any relevant indices and financial markets; and (v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks. Some Covered Bonds are complex financial instruments and such instruments may be purchased as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall portfolios. A potential investor should not invest in Covered Bonds unless it has the expertise (either alone or with the assistance of a financial adviser) to evaluate how the Covered Bonds will perform under changing conditions, the resulting effects on the value of such Covered Bonds and the impact this investment will have on the potential investor’s overall investment portfolio. Covered Bonds are obligations of the Issuer only The Covered Bonds will constitute obligations of the Issuer only which have the benefit of a statutory preference under Act No. 40 of 10 June 1988 on Financing Activity and Financial Institutions, Chapter 2, 2 Sub-chapter IV and appurtenant regulations (the “Financial Institutions Act”) on the pool of assets maintained by the Issuer (the “Cover Pool”). An investment in the Covered Bonds involves a reliance on the creditworthiness of the Issuer. The Covered Bonds are not guaranteed by DnB NOR Bank or any member of the DnB NOR Group or any other person. In addition, an investment in the Covered Bonds involves the risk that subsequent changes in the actual or perceived creditworthiness of the Issuer may adversely affect the market value of the relevant Covered Bonds. There can be no assurance that the Cover Pool will be sufficient to pay in full the amounts payable under the Covered Bonds. Credit ratings may not reflect all risks It is expected that Fitch, Moody’s and S&P will assign credit ratings of AAA, Aaa and AAA respectively to the Covered Bonds to be issued under the Programme. There is no guarantee that such ratings will be assigned or maintained or that such credit ratings reflect the potential impact of all risks related to an investment in the Covered Bonds. Accordingly, a credit rating is not a recommendation to buy, sell or hold Covered Bonds and may be revised or withdrawn by the relevant rating agency at any time. Any such revision or withdrawal could adversely affect the market value of the Covered Bonds. Exchange rate risks and exchange controls The Issuer will pay principal and interest on the Covered Bonds in the Specified Currency. This presents certain risks relating to currency conversions if an investor’s financial activities are denominated principally in a currency or currency unit (the “Investor’s Currency”) other than the Specified Currency. These include the risk that exchange rates may significantly change (including changes due to devaluation of the Specified Currency or revaluation of the Investor’s Currency) and the risk that authorities with jurisdiction over the Investor’s Currency may impose or modify exchange controls. An appreciation in the value of the Investor’s Currency relative to the Specified Currency would decrease (i) the Investor’s Currency-equivalent yield on the Covered Bonds, (ii) the Investor’s Currency-equivalent value of the principal payable on the Covered Bonds and (iii) the Investor’s Currency-equivalent market value of the Covered Bonds. Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal. Interest rate risk Interest rate risk occurs when the interest rate payable on assets and liabilities for a fixed period do not coincide. Investments in Covered Bonds with fixed interest involves a risk that subsequent changes in market interest rates may adversely affect the value of fixed interest Covered Bonds. Investments in Covered Bonds with floating interest involve a risk of adverse changes in the interest rate payable on the Covered Bonds. Liquidity risk Covered Bonds may have no established trading market when issued, and one may never develop. If a market does develop for the Covered Bonds, it may not be very liquid. Therefore, investors may not be able to sell their Covered Bonds easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. This is particularly the case for Covered Bonds that are especially sensitive to interest rate, currency or market risks, are designed for specific investment objectives or strategies or have been structured to meet the investment requirements of limited categories of investors. These types of Covered Bonds generally would have a more limited secondary market and more price volatility than conventional debt securities.
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