Friesland Bank N.V. € 5,000,000,000
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This document constitutes the base prospectus of Friesland Bank N.V. in respect of non-equity securities within the meaning of article 22 No. 6 (4) of the Commission Regulation (EC) No. 809/2004 of 29 April 2004 (the "Base Prospectus"). PROSPECTUS DATED 9 JULY 2010 Base Prospectus FRIESLAND BANK N.V. (incorporated under the laws of the Netherlands with limited liability and having its corporate seat in Leeuwarden) € 5,000,000,000 Debt Issuance Programme ___________________________________ Under its € 5,000,000,000 Debt Issuance Programme (the "Programme") Friesland Bank N.V. (the "Issuer", or "Friesland Bank" and such expression, except where the context does not permit, shall include Friesland Bank N.V. and its consolidated subsidiaries), may from time to time issue notes (the "Notes") denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below), if any. Subject as set out herein, the maximum aggregate nominal amount of the Notes from time to time outstanding under the Programme will not exceed € 5,000,000,000 (or its equivalent in other currencies calculated as described herein). The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Key Features of the Programme – Dealers in respect of the Notes" and any additional Dealer appointed in respect of Notes under the Programme from time to time, which appointment may be for a specific issue or on an ongoing basis (each a "Dealer" and together the "Dealers"). Notes may be distributed by way of a public offer or private placements and, in each case, on a syndicated or non-syndicated basis. The method of distribution of each relevant series of Notes (a "Series") (or tranche thereof (a "Tranche")) will be stated in the relevant final terms (the "Final Terms"). ___________________________________ Arranger The Royal Bank of Scotland Dealers The Royal Bank of Scotland Friesland Bank N.V. Credit Suisse ING Commercial Banking Deutsche Bank Kempen & Co DZ BANK AG Rabobank International ABN AMRO Bank N.V. The full terms and conditions of each Tranche of Notes are constituted by the Terms and Conditions as set out in full in this Base Prospectus in the section headed "Terms and Conditions of the Notes", which constitute the basis of all Notes to be offered under the Programme, together with the Final Terms applicable to the relevant issue of Notes, which apply and/or disapply, supplement and/or amend the master Terms and Conditions in the manner required to reflect the particular terms and conditions applicable to the relevant Series of Notes (or Tranche thereof). The Notes of each Tranche will (unless otherwise specified in the applicable Final Terms) initially be represented by a global Note which will be deposited on the issue date thereof either (i) with a common depositary or a common safekeeper, as the case may be, on behalf of Euroclear Bank S.A./N.V. as operator of the Euroclear System ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and/or any other agreed clearing system or (ii) with Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V. ("Euroclear Netherlands"). See "Form of the Notes". The Issuer may agree with the relevant Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which case a supplemental prospectus, if required, will be made available which will describe the effect of the agreement reached in relation to such Notes and, where appropriate, which will be subject to the prior approval by the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the "AFM"). Application has been made to Euronext Amsterdam N.V. ("Euronext Amsterdam") for Notes to be issued under the Programme up to the expiry of 12 months from the Publication Date (as defined below) to be admitted to listing and trading on Euronext Amsterdam by NYSE Euronext. In addition, Notes issued under the Programme may be listed or admitted to trading, as the case may be, on the Luxembourg Stock Exchange and on any other stock exchange or market specified in the applicable Final Terms. The Issuer may also issue unlisted Notes under the Programme. Notes to be issued under the Programme may be rated or may be unrated. Tranches of Notes issued under the Programme may be rated or unrated. Where a Tranche of Notes is rated, such rating will not necessarily be the same as the ratings assigned to the Notes or the Issuer. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. This Base Prospectus has been approved by and filed with the AFM as a Base Prospectus issued in compliance with the Directive 2003/71/EC of 4 November 2003 (the "Prospectus Directive") and relevant implementing measures in the Netherlands for the purpose of giving information with regard to the issue of Notes under the Programme during the period of twelve months after the Publication Date (as defined below). The Issuer has requested the AFM to provide the competent authority in Luxembourg with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht, the "FMSA") and related regulations which implement the Prospectus Directive in Dutch law (the "Notification"). The Issuer may request the AFM to provide competent authorities in additional countries which are parties to the Agreement on the European Economic Area of 17 March 2003 (the "EEA Agreement") with a Notification. In this Base Prospectus, unless otherwise specified, references to a "Member State" are references to a country which is a party to the EEA Agreement, references to "$", "U.S.$", "U.S. dollars" or "dollars" are to United States dollars, references to "¥", "Japanese yen" and "yen" refer to the currency of Japan and references to "€", "EUR" or "euro" are to the single currency introduced at the start of the third stage of European Economic and Monetary Union pursuant to the Treaty establishing the European Community, as amended. This Base Prospectus will be published in electronic form on 9 July 2010 (the "Publication Date") on the website of the Issuer at www.frieslandbank.com and on the websites of Euronext Amsterdam (www.euronext.com) and the Luxembourg Stock Exchange (www.bourse.lu). Copies of this Base Prospectus can be obtained without charge at the registered office of the Issuer and at the specified offices of the Agent, Paying Agent and Listing Agents. This Base Prospectus is issued in replacement of a base prospectus dated 26 May 2009 and accordingly supersedes that earlier base prospectus. It is valid for a period of 12 months from the Publication Date. 2 TABLE OF CONTENTS SUMMARY .................................................................................................................................. 4 RISK FACTORS........................................................................................................................... 7 RISK FACTORS REGARDING FRIESLAND BANK N.V. ...................................................... 7 RISK FACTORS REGARDING THE NOTES.......................................................................... 11 IMPORTANT NOTICES............................................................................................................ 19 INFORMATION INCORPORATED BY REFERENCE........................................................... 22 KEY FEATURES OF THE PROGRAMME.............................................................................. 23 FORMS OF THE NOTES........................................................................................................... 31 TERMS AND CONDITIONS OF THE NOTES........................................................................ 35 USE OF PROCEEDS.................................................................................................................. 65 FORM OF FINAL TERMS ........................................................................................................ 66 DESCRIPTION OF THE ISSUER ............................................................................................. 81 SELECTED FINANCIAL INFORMATION.............................................................................. 85 BUSINESS .................................................................................................................................. 86 SUPERVISORY BOARD AND BOARD OF MANAGEMENT .............................................. 88 CAPITALISATION .................................................................................................................... 89 FINANCIAL STATEMENTS .................................................................................................... 90 TAXATION ................................................................................................................................ 92 SUBSCRIPTION AND SALE.................................................................................................... 97 GENERAL INFORMATION ................................................................................................... 104 3 SUMMARY This summary must be read as an introduction to this Base Prospectus and any decision to invest in the Notes should be based on a consideration of the Base Prospectus as a whole, including the documents incorporated by reference. No civil liability