Erste Europäische Pfandbrief- Und Kommunalkreditbank Aktiengesellschaft in Luxemburg

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In accordance with Art. 26 No. 8 of the Commission Regulation (EC) No. 809/2004 of April 29, 2004 (the "Commission Regulation"), this document constitutes two base prospectuses (i) a base prospectus in respect of non-equity securities within the meaning of Art. 22 No. 6 (4) of the Commission Regulation and (ii) a base prospectus in respect of Lettres de Gage within the meaning of Art. 22 No. 6 (3) of the Commission Regulation (together, the "Debt Issuance Programme Prospectus" or the "Prospectus").

Debt Issuance Programme Prospectus

ERSTE EUROPÄISCHE PFANDBRIEF- UND KOMMUNALKREDITBANK AKTIENGESELLSCHAFT IN LUXEMBURG

Luxembourg

– Issuer –

€7,500,000,000

Debt Issuance Programme

(The "Programme")

Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") of the Grand Duchy of Luxembourg in its capacity as competent authority (the "Competent Authority") under the Luxembourg act relating to prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) for the approval of this Prospectus and to the Luxembourg Stock Exchange to list Notes and Lettres de Gage (together, the "Instruments") to be issued under the Programme on the official list of the Luxembourg Stock Exchange and to trade Instruments to be issued under the Programme on the Regulated Market "Bourse de Luxembourg", which is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and the Council of April 24, 2004 for the period of twelve months from the date of this Prospectus. However, Notes or Lettres de Gage may be listed on any other stock exchange or may be unlisted, as specified in the relevant Final Terms (as defined herein).

Arrangers COMMERZBANK DEUTSCHE BANK

Dealers COMMERZBANK CREDIT SUISSE DEUTSCHE BANK

DZ BANK AG DANSKE BANK FORTIS BANK NV/SA J.P. MORGAN LANDESBANK BADEN- THE ROYAL BANK OF WÜRTTEMBERG SCOTLAND UNICREDIT GROUP (HVB)

The date of this Prospectus is 6 October 2009. This Prospectus suceeds the prospectus of 18 September 2008 with regard to the Programme.

Table of Contents

Important Notice about this Prospectus ...... 3 General Description of the Programme...... 5 Summary ...... 8 German Translation of the Summary ...... 16 Risk Factors...... 24 Issue Procedures...... 31 Programme Terms and Conditions of the Instruments ...... 33 Part I: Programme Terms and Conditions of the Notes ...... 33 Part II: Programme Terms and Conditions of the Lettres de Gage...... 52 Form of Final Terms ...... 64 Erste Europäische Pfandbrief- und Kommunalkreditbank Aktiengesellschaft in Luxemburg ...... 81 Lettres de Gage and the Mortgage Banking Sector in Luxembourg...... 84 Taxation...... 86 Selling Restrictions ...... 92 General Information...... 96 Documents Incorporated by Reference...... 98

- 2 - Important Notice about this Prospectus

Erste Europäische Pfandbrief- und Kommunalkreditbank Aktiengesellschaft in Luxemburg (the "Issuer", the "Bank", "Erste Europäische" or "EEPK"), with its registered office in Luxembourg, Grand Duchy of Luxembourg, accepts responsibility for the information contained in this Prospectus. The Issuer hereby declares that it has taken all reasonable care to ensure that the information contained in this Prospectus is to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.

The Prospectus should be read and construed together with any supplement to the Prospectus and with any other documents incorporated by reference and, in relation to any Series (as defined herein), should be read and construed together with the relevant Final Terms.

No representation, warranty or undertaking, expressed or implied, is made and no responsibility is accepted by the programme dealers or any additional dealer appointed under the Programme from time to time (each, a "Dealer", and together, the "Dealers") as to the accuracy or completeness of the information contained in this Prospectus or any other information supplied in connection with the Programme or the Instruments. The Dealers accept no liability in relation to the financial or other information contained in this Prospectus or any other information supplied in connection with the Programme or the Instruments or their distribution. The statements made in this paragraph are without prejudice to the responsibility of the Issuer under the Programme.

No person is or has been authorised by the Issuer to give any information or to make any representation not contained in or not consistent with this Prospectus or any other financial statement or further information supplied in connection with the Programme or the Instruments, and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or any of the Dealers.

Neither this Prospectus nor any other information supplied in connection with the Programme or the Instruments is intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by the Issuer or any of the Dealers that any recipient of this Prospectus or any other information supplied in connection with the Programme or the Instruments should purchase any of the Instruments. Each investor contemplating purchasing Instruments should make its own independent investigation of the financial conditions and affairs and its own appraisal of the creditworthiness of the Issuer. None of this Prospectus, any other information supplied in connection with the Programme or the Instruments constitutes an offer or invitation by or on behalf of the Issuer or the Dealers or any of them to any person to subscribe for or to purchase any of the Instruments.

The delivery of this Prospectus does not at any time imply that the information contained herein concerning the Issuer is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Programme or the Instruments is correct as of any time subsequent to the date indicated in the document containing the same. The Dealers expressly do not undertake to review the financial conditions or affairs of the Issuer during the life of the Programme. Investors should review, inter alia, the most recent financial statements of the Issuer when deciding whether or not to purchase any of the Instruments.

The distribution of this Prospectus and the offer or sale of the Instruments may be restricted by law in certain jurisdictions. Persons into whose possession this Prospectus or any Instruments come must inform themselves about, and observe, any such restrictions. In particular, there are restrictions on the distribution of this Prospectus and the offer or sale of the Instruments in the United States, the United Kingdom, Japan, and the EEA (see "Selling Restrictions" on page 92).

The Instruments have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States, and the Instruments may be subject to U.S. tax law requirements. Trading in the Instruments has not been approved by the U.S. Commodity Futures Trading Commission under the U.S. Commodity Exchange Act, as amended. Subject to certain exceptions, the Instruments may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in the U.S. Internal Revenue Code of 1986, as amended, and regulations thereunder, and in Regulation S under the Securities Act).

- 3 - Interests in Instruments issued in the form of a Temporary Global Note will be exchangeable, in whole or in part, for interests in a Permanent Global Note on or after the date 40 days after the later of the commencement of the offering and the relevant issue date, upon certification as to non-U.S. beneficial ownership.

The Instruments have not been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor has any of the foregoing authorities passed upon or endorsed the merits of the offering of Instruments or the accuracy or the adequacy of this Prospectus. Any representation to the contrary is a criminal offence in the United States.

The Issuer and the Dealers do not represent that this document may be lawfully distributed, or that the Instruments may be lawfully offered, in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating such distribution or offering. In particular, no action has been taken by the Issuer or the Dealers which would permit a public offering of the Instruments or distribution of this document in any jurisdiction where action for that purpose is required. Accordingly, the Instruments may not be offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances which are in compliance with any applicable laws and regulations and the Dealers have represented that all offers and sales by them will be made on the same terms.

The language of the Prospectus is English. Any part of this Prospectus in the German language constitutes a translation. In respect of the issue of any Series of Instruments the German text of the Terms and Conditions may be controlling and binding, if so specified in the relevant Final Terms.

The Prospectus may only be used for the purpose for which it has been published.

In connection with any Series under the Programme, the Lead Manager or the Purchaser (if any, as the case may be) will act as a stabilising agent (the "Stabilising Agent"). The identity of the Stabilising Agent will be disclosed in the relevant Final Terms.

In connection with the issue of any Series of Instruments, the Stabilising Agent may over-allot Instruments or effect transactions with a view to supporting the market price of the Instruments at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Agent(s) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Series is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Series and 60 days after the date of the allotment of the relevant Series. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising Agent(s) in accordance with all applicable laws and rules.

In this Prospectus, references to "€" or "Euro" are to the lawful currency of the member states participating in the European Monetary Union, references to GBP are to Pounds Sterling, references to USD are to United States dollars and references to CHF are to Swiss Francs.

- 4 - General Description of the Programme

Issuer: Erste Europäische Pfandbrief- und Kommunalkreditbank Aktiengesellschaft in Luxemburg

Arrangers: Commerzbank Aktiengesellschaft Deutsche Bank Aktiengesellschaft

Programme Dealers: Bayerische Hypo- und Vereinsbank AG Commerzbank Aktiengesellschaft Credit Suisse Securities (Europe) Limited Danske Bank A/S Deutsche Bank Aktiengesellschaft DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main Fortis Bank NV-SA J.P. Morgan Securities Ltd. Landesbank Baden-Württemberg The Royal Bank of Scotland plc

Fiscal Agent Deutsche Bank Aktiengesellschaft

Calculation Agent: Deutsche Bank Aktiengesellschaft

Principal Paying Deutsche Bank Aktiengesellschaft Agent:

Luxembourg Paying Deutsche Bank Luxembourg S.A. Agent:

Luxembourg Listing Deutsche Bank Luxembourg S.A. Agent:

Programme Amount: Up to Euro 7,500,000,000 (or its equivalent in an alternative currency) outstanding at any one time. The Issuer may increase the amount of the Programme in accordance with the terms of the Dealer Agreement from time to time.

Instruments: Notes and Lettres de Gage (Lettres de Gage hypothécaires, Lettres de Gage publiques and Lettres de Gage mobilières), each in bearer form.

Regulatory Matters: Any Series denominated in a currency in respect of which particular laws, regulations, guidelines, policies or central bank requirements apply will only be issued in circumstances which comply with such laws, regulations, guidelines, policies or central bank requirements applicable from time to time. Without prejudice to the generality of the foregoing:

Distribution: Instruments may be distributed by way of public or private placements and in each case, on a syndicated or non-syndicated basis.

Specified Currencies: Euro, GBP, CHF, USD, or any other currency as may be agreed by the Issuer and the relevant Dealer(s).

Form of Instruments: Instruments may be issued in bearer form only.

Instruments to which U.S. Treasury Regulation § 1.163-5 (c)(2)(i)(C) (the "TEFRA C Rules") applies ("TEFRA C Instruments") will (i) be represented by a permanent global instrument in bearer form, without interest coupons, in a principal amount equal to the aggregate principal amount of such instruments ("Permanent Global Note") or (ii) initially be represented by a temporary global instrument in bearer form which will be exchanged for Definitive Notes.

- 5 -

Instruments to which U.S. Treasury Regulation § 1.163-5 (c)(2)(i)(D) (the "TEFRA D Rules") applies ("TEFRA D Instruments") will be represented initially by a temporary global instrument in bearer form, without interest coupons, in an initial principal amount equal to the aggregate principal amount of such Instruments (the "Temporary Global Note"), which will be exchanged for Instruments represented by one or more Permanent Global Note(s) or, if so stated in the relevant Final Terms, for Definitive Notes, not earlier than 40 days after the completion of distribution of the Instruments comprising the relevant Series upon certification of non U.S.-beneficial ownership in the form available from time to time at the specified office of the Fiscal Agent.

Instruments to which neither the TEFRA C Rules nor the TEFRA D Rules apply will be represented by a permanent global instrument in bearer form, without interest coupons, in a principal amount equal to the aggregate principal amount of such instruments ("Permanent Global Note", or the "Global Note", as applicable). In this case, the right of the Noteholders (as defined below) to require the issue and delivery of definitive notes or interest coupons is excluded.

The term "Noteholder" in this Base Prospectus refers to the holder of a co-ownership participation or right in the Temporary Global Note or the Permanent Global Note or to the holder of a Definitive Note, as the case may be.

Lettres de Gage: Lettres de Gage may be issued as lettres de gage hypothécaires, lettres de gage publiques and lettres de gage mobilières.

Lettres de Gage hypothécaires, Lettres de Gage publiques and Lettres de Gage mobilières constitute recourse obligations of the Issuer. They are covered by separate pools of (i) mortgage loans (in the case of Lettres de Gage hypothécaires), (ii) loans to the public sector (in the case of Lettres de Gage publiques) and (iii) rights or security interests over certain movable assets (in case of Lettres de Gage mobilières), the sufficiency of which is monitored by a special auditor and governed by the loi relative aux banques d’émission de lettres de gage (the "Luxembourg Mortgage Bank Act"), dated 21 November 1997, the provisions of which are contained in Art. 12-1 to 12-9 of the Luxembourg Act of 5 April 1993 relating to the Financial Sector, as amended. See "Lettres de Gage and the Mortgage Banking Sector in Luxembourg".

Listing and Application has been made to list Instruments to be issued under the Admission to Programme on the official list of the Luxembourg Stock Exchange and Trading: to be traded on the Regulated Market "Bourse de Luxembourg". Instruments may also be listed on an Alternative Stock Exchange or may be unlisted.

Governing Law: Senior Notes are governed by German law.

Lettres de Gage and Subordinated Notes are governed by Luxembourg law.

Place of Jurisdiction: Non-exclusive place of jurisdiction for any legal proceedings arising under Senior Notes is Frankfurt am Main. Non-exclusive place of jurisdiction for any legal proceedings arising under Lettres de Gage or Subordinated Notes is the City of Luxembourg.

Clearance and If the Global Notes are stated in the applicable Final Terms to be issued in Settlement: new global note form ("New Global Notes" or "NGNs"), the New Global Notes will be delivered on or prior to the issue date of the Series or tranche, respectively to a common safekeeper (the "Common Safekeeper") for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, société anonyme, Luxembourg ("CBL") as specified in the Final Terms. If the New

- 6 - Global Notes are intended to be held in an ECB eligible manner as specified in the applicable Final Terms, Euroclear or CBL will act as Common Safekeeper.

Global Notes which are not issued in NGN form ("Classical Global Notes" or "CGNs") will be deposited on the issue date with a common depositary on behalf of Euroclear and Clearstream, Luxembourg (the "Common Depositary") or another clearing system as specified in the applicable Final Terms.

Selling Restrictions: There are restrictions on the sale of Instruments and the distribution of offering material – see "Selling Restrictions" on page 92.

- 7 - Summary

The following constitutes a summary (the "Summary") of the essential characteristics and risks associated with the Issuer and the Instruments to be issued under the Programme. This Summary should be read as an introduction to this Prospectus. Any decision by an investor to invest in any Instruments should be based on a consideration of this Prospectus as a whole, including the documents incorporated by reference and supplements thereto and the relevant Final Terms. Following the implementation of the relevant provisions of the Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading (the "Prospectus Directive") in each Member State of the EEA no civil liability will attach to the Issuer in any such Member State solely on the basis of the summary, including any translation thereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus. Where a claim relating to the information contained in this Prospectus, any supplement to the Prospectus and the relevant Final Terms is brought before a court in a Member State of the EEA, the plaintiff may, under the national legislation of the Member State where the claim is brought, be required to bear the costs of translating the Prospectus, any supplement to the Prospectus and the relevant Final Terms before the legal proceedings are initiated.

The following Summary does not purport to be complete and is taken from, and is qualified in its entirety by, the remainder of this Prospectus and, in relation to the terms and conditions of any particular Series of Instruments, the applicable Final Terms. Expressions defined or used in the Dealer Agreement and in the Programme "Terms and Conditions of the Instruments" shall have the same meaning in this Summary.

SUMMARY OF RISK FACTORS

The purchase of Instruments issued under the Programme is associated with risks summarised below. The specific risks are based on the nature of the Instruments issued from time to time and may only be set out in the respective Final Terms, which must therefore always be included in the assessment of risks. In this respect, investors should apart from the other information on the Issuer and the Instruments contained in this Prospectus and in the Final Terms also consider the risks set out in detail under "Risk Factors" for their investment decision. In this Summary of the Risk Factors the term "Instruments" shall include Notes and Lettres de Gage unless stated otherwise.

Prospective purchasers of the Instruments offered hereby should consider their current financial circumstances and investment objectives and always consult their own financial, legal and tax advisers with regard to the suitability of such Instruments in the light of their personal circumstances before acquiring such Instruments.

Should one or several of these risks occur, this could lead to a material and long-term decline in the price of the Instruments or, in extreme cases, to a total loss of interest and of the amount invested by the investors.

Risks relating to the Issuer

The Issuer is influenced by market price risk, which involves the possibility of a negative change in value as a result of unexpected changes in underlying market parameters such as interest rates and foreign exchange rates and their volatility.

The Issuer is exposed to liquidity risks, i.e. the risk that the Issuer is unable to meet its current and future payment commitments, or is unable to meet them on time.

- 8 - In addition to the above-mentioned risks, the Issuer’s purpose essentially comprises business and strategic risk.

General Risks relating to the Instruments

The market for debt securities issued by Luxembourg companies and banks is influenced by economic and market conditions in Luxembourg and, to varying degrees, market conditions, interest rates, currency exchange rates and inflation rates in other European and other industrialised countries.

There can be no assurance that an active trading market will develop or be maintained for all Instruments. If an active trading market for the Instruments does not develop or is not maintained, the market or trading price of the Instruments and the possibility to sell the Instruments at any time may be adversely affected.

When Instruments are purchased or sold, several types of incidental and consequential costs (including transaction fees, commissions and deposit fees) are incurred in addition to the current price of the security. These incidental costs may significantly reduce or even exclude the profit potential of the Instruments.

Payments of interest on the Instruments, or profits realised by the Noteholder upon the sale or repayment of the Instruments, may be subject to taxation in its home jurisdiction or in other jurisdictions in which it is required to pay taxes. Any interest paid may only be invested at the market interest rate applicable from time to time, which may not have developed as expected.

If the purchase of Instruments is financed through loans and there is a subsequent delay or failure in payments of the Issuer with regard to the Instruments or the price decreases considerably, the Noteholder does not only have to accept the loss incurred but also pay interest on and redeem the loan. This may considerably increase the risk of loss. An investor should not rely on the prospect of being able to redeem the loan out of transaction profits.

The premature redemption of an Instrument may lead to negative deviations from the expected return and the repaid nominal amount of the Instruments is lower than the purchase price paid by the Noteholder and thus the invested capital is lost partially or completely.

Noteholders assume the credit risk of the Issuer. The Instruments are secured neither by the provisions concerning the guarantee of deposits in the Luxembourg law of 5 April 1993 on the financial sector (as amended and modified), nor by any similar deposit protection statute or scheme of any other jurisdiction in which the Issuer is active or in which Instruments are being offered or listed on any exchange.

Any downgrading of the Issuer's rating (if any) by as few as one of the rating agencies could result in a reduction of the value of the Instruments.

No assurance can be given as to the impact of any possible judicial decision or change to German law or Luxembourg law, as the case may be or administrative practice after the date of this Prospectus.

Risks relating to special types of Instruments

A holder of Fixed Rate Instruments is exposed to the risk that the price of such Notes falls as a result of changes in the market interest rate.

There is the possibility that investors may invest the amounts received upon termination only at a rate of return which is lower than that of the terminated Instruments.

Due to varying interest income, investors are not able to determine a definite yield of Floating Rate Instruments at the time they purchase them, so that their return on investment cannot be compared with that of investments having fixed interest rates.

Changes in market interest rates have a substantially stronger impact on the prices of zero coupon Instruments than on the prices of ordinary Instruments because the issue prices are substantially below par due to discounting.

- 9 - An investment in Instruments can comprise the risk that the interest may be lost completely or partly. The interest claim is essentially subject to the risks described below with respect to derivative Instruments.

As purchasers of foreign currency Instruments, investors are additionally exposed to the risk of changing foreign exchange rates.

In the event of any insolvency or liquidation of the Issuer, holders of Subordinated Notes will receive payments on any outstanding Subordinated Notes only after Senior Noteholders and other senior creditors have been repaid in full, if and to the extent that there is still cash available for those payments. Thus, holders of Subordinated Notes generally face a higher performance risk than holders of Senior Notes.

- 10 -

Derivative Instruments

An investment in derivative Instruments will always comprise the risk that the interest and the invested capital may be lost completely or partly.

An investment requires exact knowledge of the respective transaction. Prospective investors should have reasonable knowledge of and experience in financial and business matters and be experienced with investments in the reference assets (e.g. shares, indices and baskets) and know the associated risks.

The currency, commodity, stock, bond or other index or value or basket of reference assets underlying a derivative Instrument may be subject to considerable changes, due to their composition or fluctuations in value of their components. A derivative Instrument referring to more than one reference asset or to formulas may have a cumulative or even potentiated risk compared to an Instrument which is only related to one reference asset. Investors may not be able to secure themselves against these different risks with regard to derivative Instruments. A material market disruption could lead to a substitution of the reference asset or a premature termination of the Instrument, so that the risks may be realised prematurely or any original chances are lost and new risks may be added.

Furthermore, the value of the derivative Instruments, as it is dependent on one or several reference assets will accordingly also be subject to cumulative risks in the secondary market. The performance of the respective reference asset is subject to a series of associated factors, including economic, financial and political events beyond the control of the Issuer.

If the formula used to determine the amount of principal, premium and/or interest payable with respect to derivative Instruments contains a multiplier or leverage factor or maximum/minimum interest or repayment limits, the effect of any change in the applicable reference asset will be increased with regard to the amount payable. The historical performance of the reference asset may not be regarded as significant for the future performance during the term of derivative Instruments.

The Issuer may enter into transactions for its own account or for account of customers, which also relate to "reference assets" under the derivative Instruments. On the issue date of the derivative Instruments or thereafter, the Issuer and its affiliated companies may have information with regard to the reference assets which may be material to the holders of derivative Instruments and which may not be accessible to the public or known to Noteholders.

SUMMARY OF TERMS AND CONDITIONS OF THE INSTRUMENTS

Fixed Rate Fixed Rate Instruments will bear interest on such basis as agreed Instruments: between the Issuer and the relevant Dealer(s) (as indicated in the applicable Final Terms of each Series).

Floating Rate Floating Rate Instruments will bear interest on such floating rate basis as Instruments: may be agreed between the Issuer and the relevant Dealer(s) (as set out in the applicable Final Terms of each Series). The Margin, if any, relating to such floating rate will be agreed between the Issuer and the relevant Dealer(s) for each such Series.

Structured Structured Instruments will bear interest calculated on such basis and will Instruments: be redeemed at such redemption amount(s) as set out in the applicable Final Terms of each Series.

Other provisions in Floating Rate Instruments and Structured Instruments may also have a relation to Floating maximum interest rate, a minimum interest rate or both. Rate Instruments and Structured Interest on Floating Rate Instruments and Structured Instruments in Instruments: respect of each Interest Period, as selected prior to issue by the Issuer and the relevant Dealer(s), will be payable on such Interest Payment Dates specified in, or determined pursuant to, the applicable Terms and Conditions and the Final Terms and will be calculated as indicated in the applicable Final Terms.

- 11 -

Dual Currency Payments (whether in respect of principal or interest and whether at Instruments: maturity or otherwise) in respect of Dual Currency Instruments will be made in such currencies, and based on such rates of exchange, as the Issuer and the relevant Dealer(s) may agree (as indicated in the applicable Final Terms).

Zero-Coupon Zero-Coupon Instruments will be issued at a discount and will not bear Instruments: interest other than in the case of a default by the Issuer.

Other Types of Other Instruments will bear interest calculated on a basis and will be Instruments: redeemed at such redemption amount(s) as set out in the applicable Final Terms.

Redemption: The applicable Final Terms will indicate either that the Instruments cannot be redeemed prior to their stated maturity (except in the case of Instruments other than Lettres de Gage for taxation reasons) or that such Instruments (other than Lettres de Gage) will be redeemable at the option of the Issuer and/or the Noteholders upon giving notice within the notice period (if any) indicated in the applicable Final Terms, as the case may be, on a date or dates specified prior to such stated maturity and at a price or prices and on such terms as indicated in the applicable Final Terms.

Unless the Commission de Surveillance du Secteur Financier ("CSSF") otherwise agrees, undated Subordinated Notes may be redeemed by the Issuer on giving 5 year’s notice.

Any early redemption of dated Subordinated Notes will be subject to prior approval by the CSSF.

Lettres de Gage will in any event not be capable of being redeemed prior to their stated maturity for taxation reasons or at the option of their Noteholders.

Early Redemption Early redemption for taxation reasons with respect to Instruments (other for Taxation than Lettres de Gage) will be permitted as provided in § 6 of the Terms Reasons: and Conditions of the Notes and will, in the case of Subordinated Notes, be subject to the prior consent of the CSSF.

Substitution of Any other company may assume at any time during the life of the Issuer: Instruments (other than Lettres de Gage) all the obligations of the Issuer subject to the relevant Terms and Conditions of the Notes.

Upon any such substitution, such substitute company (hereinafter called the "New Issuer") shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Terms and Conditions of the Notes with the same effect as if the New Issuer had been named as the Issuer herein; the Issuer (and, if applicable each previous New Issuer) shall be released from its obligations hereunder and from its liability as obligor under the Notes and, if applicable, the Coupons.

In the case of Subordinated Notes, a substitution will be subject to the prior consent of the CSSF.

Denominations of The Instruments will be issued in such denominations and integral Instruments: multiples as the Issuer and the relevant Lead Manager or Purchaser may agree upon and as set out in the Final Terms of each Series, or in each case such other minimum denomination as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant currency.

Taxation: Payments of principal and interest in respect of the Instruments (other than Lettres de Gage) will be made without deduction or withholding for or on account of any present or future taxes, duties or governmental charges

- 12 - whatsoever imposed or levied by or on behalf of the Grand Duchy of Luxembourg or any taxing authority therein or thereof having the power to tax, unless such withholding or deduction is compelled by a law or other regulation. In that event, the Issuer shall (subject to the exceptions set out in § 6 of the Terms and Conditions of the Notes) pay such additional amounts as may be necessary in order that the net amounts after such deduction or withholding shall equal the amounts that would have been payable if no such deduction or withholding had been made.

All amounts payable under the Lettres de Gage will be made with deduction of taxes, duties or governmental charges if such deduction is required by law.

Status of Instruments other than Lettres de Gage may be issued as Senior Notes or Instruments other as Subordinated Notes. than Lettres de Gage: Unsubordinated Notes (the "Senior Notes") will constitute unsecured and unsubordinated obligations of the Issuer ranking pari passu among themselves and pari passu with all other unsecured and unsubordinated obligations of the Issuer.

The obligations under subordinated Notes, which shall be issued only as lower tier II subordinated notes (the "Subordinated Notes") constitute direct, unsecured and subordinated obligations of the Issuer and will at all times rank pari passu and without preference among themselves. The payment obligations of the Issuer under the Subordinated Notes shall at all times rank equally with all other Senior Subordinated Obligations (as defined below) of the Issuer.

In the event the Issuer shall be subject to liquidation proceedings (liquidation), the rights of the Noteholders of Subordinated Notes shall rank ahead of (i) those persons whose claims are in respect of any class of equity (including preference shares) of the Issuer and (ii) creditors whose claims are in respect of any obligations of the Issuer that rank or are expressed to rank (whether only in the winding up of the Issuer or otherwise) junior to Senior Subordinated Obligations, but shall be subordinated to the claims of all creditors of the Issuer who are cash depositors or other general, unsubordinated creditors. Except in the case of the liquidation of the Issuer, the obligations under the Subordinated Notes and, as the case may be, Coupons, shall neither at the request of the Issuer nor at the request of the Noteholders of the Subordinated Notes, become repayable before the Redemption Date, unless the Commission de Surveillance du Secteur Financier has given its prior consent. "Senior Subordinated Obligations" means all indebtedness and monetary obligations of the Issuer present and future that rank or are expressed to rank junior in right of payment (whether only in the event of the winding up of the Issuer or otherwise) to the claims of all creditors of the Issuer who are cash depositors or other general, unsubordinated creditors but that are not subordinated so as to rank in point of subordination junior to any other obligations of the Issuer.

Status of Lettres de Lettres de Gage will constitute unsubordinated obligations ranking pari Gage: passu among themselves and (i) in the case of Lettres de Gage publiques at least pari passu with all other obligations of the Issuer under lettres de gage publiques, (ii) in the case of Lettres de Gage hypothécaires at least pari passu with all other obligations of the Issuer under lettres de gage hypothécaires and (iii) in the case of the Lettres de Gage mobilières at least pari passu with all other obligations of the Issuer under the Lettres de gage of the respective category of Lettres de Gage mobilières. All Lettres de Gage are covered, however, by separate pools of loans to the public sector (in the case of Lettres de Gage publiques) or mortgage loans (in the case of Lettres de Gage hypothécaires) or in the moveable assets sectors (in the case of Lettres de Gage mobilières).

- 13 - Negative Pledge: None

Events of Default: The Senior Notes will provide for events of default entitling holders to demand immediate redemption of the Notes.

Lettres de Gage and Subordinated Notes will not provide for any events of default entitling holders to demand immediate redemption of the Instruments.

Cross Default: None

Governing Law: Senior Notes are governed by German law.

Lettres de Gage and Subordinated Notes are governed by Luxembourg law.

Place of Non-exclusive place of jurisdiction for any legal proceedings arising under Jurisdiction: Senior Notes is Frankfurt am Main. Non-exclusive place of jurisdiction for any legal proceedings arising under Lettres de Gage or Subordinated Notes is the City of Luxembourg.

- 14 - SUMMARY RELATING TO THE ISSUER

EEPK mainly focuses on public sector financing consisting of granting loans to states, countries, local governments, public corporations, institutions and other public legal entities (including their special funds) and their authorities, as well as governmental institutions based in the States of the European Community, the European Economic Area and the OECD.

- 15 - German Translation of the Summary

Zusammenfassung

Im Folgenden werden die wesentlichen Merkmale und Risiken in Bezug auf die Emittentin und die unter dem Programm zu begebenden Instrumente zusammengefasst (die "Zusammenfassung"). Diese Zusammenfassung dient als Einleitung zum Prospekt. Jede Entscheidung von Anlegern, in ein Instrument zu investieren, sollte unter Berücksichtigung des gesamten Prospekts einschließlich der durch Verweis einbezogenen Dokumente, etwaiger Nachträge und der betreffenden Endgültigen Bedingungen erfolgen. Mit der Umsetzung der maßgeblichen Bestimmungen der Richtlinie 2003/71/EG des Europäischen Parlaments und des Rates vom 4. November 2003 betreffend den Prospekt, der beim öffentlichen Angebot von Wertpapieren oder bei deren Zulassung zum Handel zu veröffentlichen ist (die "Prospektrichtlinie") in allen Mitgliedstaaten des EWR haftet die Emittentin in diesen Mitgliedstaaten zivilrechtlich nicht allein aufgrund der Zusammenfassung einschließlich etwaiger Übersetzungen, es sei denn, diese ist, zusammen mit den anderen Teilen dieses Prospekts gelesen, irreführend, unrichtig oder widersprüchlich. Für den Fall, dass vor einem Gericht in einem Mitgliedstaat des EWR Ansprüche aufgrund der in diesem Prospekt, etwaiger Nachträge hierzu oder den Endgültigen Bedingungen enthaltenen Informationen geltend gemacht werden, könnte der Kläger aufgrund einzelstaatlicher Rechtsvorschriften des Mitgliedstaats, in dem der Anspruch geltend gemacht wird, verpflichtet sein, vor Prozessbeginn die Kosten für die Übersetzung des Prospekts zu tragen.

Die folgende Zusammenfassung erhebt keinen Anspruch auf Vollständigkeit. Sie wurde dem übrigen Teil dieses Prospekts entnommen und versteht sich in ihrer Gesamtheit vorbehaltlich des übrigen Teils des Prospekts sowie, bezüglich der Anleihebedingungen einer bestimmten Serie von Instrumenten, durch die betreffenden Endgültigen Bedingungen. Begriffe, die im Dealer Agreement und in den Anleihebedingungen definiert oder verwendet werden, haben die gleiche Bedeutung in dieser Zusammenfassung.

ZUSAMMENFASSUNG DER RISIKOFAKTOREN

Der Erwerb von unter dem Programm begebenen Instrumenten ist mit nachstehend zusammengefassten Risiken verbunden. Die spezifischen Risiken basieren auf der Art der jeweils begebenen Instrumente und können insofern ausschließlich in den betreffenden Endgültigen Bedingungen angegeben werden. Sie müssen daher stets in die Risikobeurteilung miteinbezogen werden. Unabhängig von sonstigen Informationen in diesem Prospekt und in den Endgültigen Bedingungen, die die Emittentin und die Instrumente betreffen, sollten Anleger insoweit auch die unter "Risk Factors" (Risikofaktoren) genauer beschriebenen Risiken bei ihrer Investitionsentscheidung berücksichtigen. Soweit nichts anderweitiges bestimmt ist, schließt in dieser Zusammenfassung der Risikofaktoren der Begriff "Instrumente" Schuldverschreibungen und Pfandbriefe ein.

Potenzielle Erwerber von mit diesem Prospekt angebotenen Instrumenten sollten ihre aktuelle finanzielle Lage und ihre Anlageziele berücksichtigen sowie stets ihre Finanz-, Rechts- und Steuerberater zur Eignung der Instrumente im Hinblick auf ihre persönlichen Umstände zu Rate ziehen.

Sollte eines oder mehrere dieser Risiken eintreten, könnte dies zu einer wesentlichen und langfristigen Verringerung des Kurses der Instrumente und in Extremfällen zu einem vollständigen Verlust der Zinsen und des angelegten Kapitals seitens der Anleger führen.

Risiken in Bezug auf die Emittentin

Die Emittentin ist Kreditrisiken ausgesetzt, d.h. dem Risiko von Verlusten oder Teilverlusten aus Problemkrediten oder aufgrund einer Bonitätsverschlechterung von Kunden. Kreditrisiken können weiter in Adressenausfallrisiken einschließlich Kontrahenten- und Länderrisiken sowie Bonitätsrisiken unterteilt werden.

Die Emittentin trägt Marktpreisrisiken, welche auch die Möglichkeit negativer Wertveränderungen aufgrund unerwarteter Veränderungen der zugrunde liegenden Marktparameter, wie Zinssätze und Wechselkurse sowie deren Volatilität, umfassen.

- 16 - Die Emittentin unterliegt Liquiditätsrisiken, d.h. dass es ihr unter Umständen nicht oder nicht rechtzeitig möglich ist, ihren laufenden und zukünftigen Zahlungsverpflichtungen nachzukommen.

Die Geschäftsaktivitäten der Emittentin können durch operationelle Risiken, insbesondere aufgrund unzulänglicher oder fehlgeschlagener interner Prozesse oder Systeme, menschlichen Versagens oder durch äußere Umstände sowie durch Rechtsrisiken, beeinflusst werden.

Zusätzlich zu den obengenannten Risiken beinhaltet die Geschäftstätigkeit der Emittentin im Wesentlichen auch Geschäfts- und strategische Risiken.

Allgemeine Risiken in Bezug auf die Instrumente

Der Markt für von luxemburgischen Gesellschaften und Banken begebenen Schuldverschreibungen wird von wirtschaftlichen Voraussetzungen und Marktbedingungen in Luxemburg sowie, in unterschiedlichem Maße, von den Marktbedingungen, Zinssätzen, Wechselkursen und Inflationsraten in anderen europäischen Ländern und in anderen Industrieländern beeinflusst. Es besteht keine Gewissheit, dass für alle Instrumente ein aktiver Handelsmarkt entstehen oder fortbestehen wird. Falls für die Instrumente kein solcher Markt entsteht bzw. fortbesteht, könnte sich dies nachteilig auf den Marktpreis oder Handelskurs der Instrumente und die Möglichkeit auswirken, die Instrumente jederzeit zu verkaufen.

Beim Kauf oder Verkauf von Instrumenten entstehen zusätzlich zum aktuellen Kurs der Wertpapiere verschiedene Neben- und Folgekosten (Transaktionsgebühren, Provisionen und Depotgebühren). Diese Nebenkosten können das Renditepotenzial der Instrumente erheblich verringern oder sogar völlig kompensieren.

Zinszahlungen auf die Instrumente und Veräußerungsgewinne, die Gläubiger bei Verkauf oder Rückzahlung der Instrumente erzielen, können einer Besteuerung in ihrer Heimatrechtsordnung oder in einer anderen Rechtsordnung, in der sie steuerpflichtig sind, unterliegen. Gezahlte Zinsen können nur zum jeweils geltenden Marktzinssatz angelegt werden. Dieser kann sich anders entwickeln als zuvor erwartet.

Falls der Erwerb von Instrumenten durch Kredite finanziert wird und es zu einer Verzögerung oder Nichtleistung von Zahlungen seitens der Emittentin kommt bzw. der Kurs erheblich sinkt, könnte dies dazu führen, dass Gläubiger nicht nur den ihnen entstandenen Verlust hinnehmen müssen, sondern zusätzlich Zinsen zahlen und den Kredit zurückzahlen müssen. Das Verlustrisiko ist damit möglicherweise beträchtlich erhöht. Anleger sollten nicht darauf vertrauen, Kredite mit Transaktionserlösen zurückzahlen zu können.

Die vorzeitige Rückzahlung von Instrumenten kann zu einer nachteiligen Abweichung von der erwarteten Rendite führen. Der zurückgezahlte Nennbetrag der Instrumente kann niedriger als der von den Gläubigern gezahlte Kaufpreis sein und insofern angelegtes Kapital ganz oder teilweise verloren sein.

Die Anleihegläubiger tragen das Kreditrisiko der Emittentin. Die Instrumente werden weder durch die Bestimmungen betreffend die Besicherung von Einlagen des Luxemburger Gesetzes vom 5. April 1993 betreffend den Finanzsektor (in seiner derzeit gültigen Fassung) abgesichert, noch durch vergleichbare Einlagensicherungsgesetze oder –einrichtungen anderer Rechtsordnungen, in denen die Emittentin aktiv ist oder in denen Instrumente angeboten oder an einer Börse notiert werden.

Eine Herabstufung des Ratings der Emittentin bereits durch eine Rating-Agentur kann zu einem sinkenden Kurs der Instrumente führen

Es werden keine Zusicherungen bezüglich der Auswirkungen möglicher gerichtlicher Entscheidungen oder Veränderungen des deutschen bzw. luxemburgischen Rechts oder der Verwaltungspraxis nach der Veröffentlichung dieses Prospekts gegeben.

Risiken in Bezug auf besondere Arten von Instrumenten

Ein Gläubiger von fest verzinslichen Instrumenten ist dem Risiko ausgesetzt, dass der Preis solcher Instrumente aufgrund von Änderungen der jeweils aktuellen am Markt erhältlichen Zinssätze fällt.

- 17 - Es besteht die Möglichkeit, dass Anleger Beträge, die sie im Fall einer Kündigung erhalten, nur zu niedrigeren Renditen als derjenigen des gekündigten Instruments anlegen können.

Aufgrund des veränderlichen Zinseinkommens können Anleger zum Zeitpunkt des Kaufs die endgültige Rendite variabel verzinslicher Instrumente nicht ermitteln. Solche Renditen können folglich nicht mit denjenigen mit fester Verzinsung verglichen werden.

Veränderungen der Marktzinssätze haben einen erheblich stärkeren Einfluss auf den Wert von Nullkuponinstrumenten als auf den von Standardinstrumenten, weil die Ausgabekurse aufgrund des Disagios deutlich unter par liegen.

Geldanlagen in Instrumente können das Risiko eines vollständigen oder teilweisen Verlustes von Zinszahlungen beinhalten. Der Anspruch auf Zinszahlungen unterliegt im Wesentlichen den nachstehend für derivative Instrumente aufgeführten Risiken.

Als Erwerber von Instrumenten in ausländischer Währung sind Anleger zusätzlich einem Wechselkursrisiko ausgesetzt.

Im Falle der Insolvenz oder Abwicklung der Emittentin erhalten Inhaber Nachrangiger Anleihen erst nach vollständiger Befriedigung der nicht nachrangigen Anleihegläubiger und der sonstigen vorrangigen Insolvenzgläubiger Zahlungen auf die ausstehenden Nachrangigen Anleihen, und nur soweit noch Barmittel für solche Zahlungen zur Verfügung stehen. Daher sind Inhaber Nachrangiger Anleihen grundsätzlich einem höheren Erfüllungsrisiko ausgesetzt als Inhaber nicht nachrangiger Anleihen.

Derivative Instrumente

Geldanlagen in derivative Instrumente beinhalten jederzeit das Risiko eines vollständigen oder teilweisen Verlusts von Zinsen und angelegtem Kapital.

Eine Geldanlage erfordert detaillierte Kenntnis der betreffenden Transaktion. Potenzielle Anleger sollten über angemessene Kenntnis und Erfahrung in finanziellen und geschäftlichen Angelegenheiten verfügen und mit der Anlage in die Referenzwerte (z. B. Aktien, Indizes und Aktienkörbe) vertraut sein sowie die damit verbundenen Risiken kennen.

Der Währungs-, Waren-, Aktien-, Anleihen- oder sonstige Index oder Wert bzw. Korb aus Referenzwerten, der einem derivativen Instrument zugrunde liegt, kann sich aufgrund seiner Zusammensetzung oder aufgrund von Schwankungen des Werts seiner Bestandteile in erheblichem Maße verändern. Ein derivatives Instrument, dem mehr als ein Referenzwert oder dem Formeln zugrunde liegen, kann im Vergleich zu einem Instrument, dem nur ein Referenzwert zugrunde liegt, mit einem kumulierten oder sogar potenzierten Risiko verbunden sein. Es könnte sein, dass Anleger nicht in der Lage sind, sich gegen diese unterschiedlichen Risiken in Bezug auf derivative Instrumente abzusichern. Eine erhebliche Marktstörung könnte zu einer Ersetzung des Referenzwerts oder einer vorzeitigen Kündigung des Instruments führen, so dass Risiken vorzeitig eintreten oder ursprüngliche Chancen verloren gehen und neue Risiken hinzukommen können.

Ferner unterliegt der Wert derivativer Instrumente, da er von einem oder mehreren Referenzwerten abhängt, entsprechend kumulierten Risiken auf dem Sekundärmarkt. Die Entwicklung des betreffenden Referenzwerts hängt von einer Reihe mit ihm verbundener Faktoren ab, darunter wirtschaftliche, finanzielle und politische Ereignisse, die sich der Kontrolle der Emittentin entziehen.

Enthält die Formel, die zur Bestimmung des auf das derivative Instrument zahlbaren Nennbetrags, Agios und/oder Zinsbetrages verwendet wird, einen Multiplikator oder Hebelfaktor oder einen Höchst- /Mindestzinssatz oder Rückzahlungsbegrenzungen, erhöht sich die Wirkung einer Änderung des betreffenden Referenzwertes auf den zahlbaren Betrag. Die Entwicklung des Referenzwertes in der Vergangenheit kann nicht als Maßstab für die künftige Entwicklung während der Laufzeit derivativer Instrumente angesehen werden.

Die Emittentin kann Geschäfte auf eigene oder fremde Rechnung abschließen, die auch als Referenzwerte unter den derivativen Instrumenten dienen. Die Emittentin und mit der Emittentin verbundene Unternehmen können am Tag der Begebung des derivativen Instruments oder zu einem späteren Zeitpunkt über Informationen in Bezug auf die Referenzwerte verfügen, die für die Inhaber von derivativen Instrumenten von wesentlicher Bedeutung sind und der Öffentlichkeit nicht zugänglich oder den Gläubigern nicht bekannt sind.

- 18 - ZUSAMMENFASSUNG DER BEDINGUNGEN DER INSTRUMENTE

Fest verzinsliche Fest verzinsliche Instrumente werden gemäß der Vereinbarung zwischen Instrumente: der Emittentin und dem/den betreffenden Dealer/n verzinst (wie in den entsprechenden Endgültigen Bedingungen der jeweiligen Serien angegeben).

Variabel Variabel verzinsliche Instrumente werden gemäß der Vereinbarung zwischen verzinsliche der Emittentin und dem/den betreffenden Dealer/n variabel verzinst (wie in Instrumente: den entsprechenden Endgültigen Bedingungen der jeweiligen Serien vorgesehen). Eine etwaige Marge in Bezug auf die variable Verzinsung wird für die einzelnen Serien zwischen der Emittentin und dem/den betreffenden Dealer/n vereinbart.

Strukturierte Strukturierte Instrumente werden gemäß den betreffenden Endgültigen Instrumente: Bedingungen der einzelnen Serien verzinst und zu dem/den dort angegebenen Betrag/Beträgen zurückgezahlt.

Weitere Variabel verzinsliche Instrumente und Strukturierte Instrumente können Bestimmungen in über einen Höchstzinssatz, einen Mindestzinssatz oder beides verfügen. Bezug auf variabel verzinsliche Zinszahlungen auf variabel verzinsliche Instrumente und Strukturierte Instrumente und Instrumente für die einzelnen Zinsperioden, die die Emittentin und der/die Strukturierte betreffende(n) Dealer vor Begebung der Emission ausgewählt haben, sind Instrumente: an den Zinszahlungstagen, die in den betreffenden Bedingungen und Endgültigen Bedingungen angegeben sind oder gemäß diesen ermittelt werden, und gemäß den Endgültigen Bedingungen berechnet werden, zu zahlen.

Doppelwährungs- Zahlungen auf Doppelwährungs-Instrumente (sowohl Kapital- als auch Instrumente: Zinszahlungen und sowohl bei Fälligkeit als auch zu anderen Zeitpunkten) werden in den Währungen und zu den Wechselkursen geleistet, die zwischen der Emittentin und dem/den betreffenden Dealer/n vereinbart wurden (wie in den entsprechenden Endgültigen Bedingungen angegeben).

Nullkupon- Nullkupon-Instrumente werden mit einem Disagio begeben und nur im Instrumente: Falle einer Pflichtverletzung seitens der Emittentin verzinst.

Sonstige Arten von Sonstige Instrumente werden auf der in den betreffenden Bedingungen Instrumenten: und Endgültigen Bedingungen angegebenen Grundlage verzinst und in Höhe des/der dort angegebenen Betrages/Beträge zurückgezahlt.

Rückzahlung: In den betreffenden Endgültigen Bedingungen ist entweder angegeben, dass die Instrumente nicht vor der angegebenen Fälligkeit zurückgezahlt werden können (ausgenommen aus steuerlichen Gründen bei Instrumenten, die keine Pfandbriefe sind), bzw. dass die Instrumente (mit Ausnahme von Pfandbriefen) nach Wahl der Emittentin und/oder der Gläubiger durch Mitteilung innerhalb der in den betreffenden Endgültigen Bedingungen ggf. angegebenen Frist an einem oder mehreren bestimmten Tagen vor der angegebenen Fälligkeit zu dem/den Kurs/en und zu den Bedingungen zurückgezahlt werden können, die in den betreffenden Endgültigen Bedingungen angegeben sind.

Sofern nicht mit der Commission de Surveillance du Secteur Financier ("CSSF") etwas anderes vereinbart wird, können Nachrangige Anleihen mit unbefristeter Laufzeit mit einer Ankündigungsfrist von fünf Jahren von der Emittentin zurückgezahlt werden.

Vorzeitige Rückzahlungen Nachrangiger Anleihen mit fester Laufzeit erfordern die vorherige Zustimmung der CSSF.

- 19 - Pfandbriefe können keinesfalls aus steuerlichen Gründen oder nach Wahl der Gläubiger vor ihrer angegebenen Fälligkeit zurückgezahlt werden.

Vorzeitige Eine vorzeitige Rückzahlung von Instrumenten (mit Ausnahme von Rückzahlung aus Pfandbriefen) aus steuerlichen Gründen ist gemäß § 6 der Bedingungen steuerlichen der Schuldverschreibungen zulässig; im Falle von Nachrangigen Gründen: Schuldverschreibungen erfordert dies die vorherige Zustimmung der CSSF.

Ersetzung der Während der Laufzeit der Instrumente (mit Ausnahme von Pfandbriefen) Emittentin: kann jederzeit eine beliebige Gesellschaft nach Maßgabe der betreffenden Bedingungen der Schuldverschreibungen die gesamten Verbindlichkeiten der Emittentin übernehmen.

Nach einer solchen Ersetzung ersetzt die ersetzende Gesellschaft (nachfolgend die "Neue Emittentin") die Emittentin, tritt in sämtliche Rechte und Befugnisse der Emittentin ein und kann diese gemäß den Bedingungen der Schuldverschreibungen ausüben, als ob die Neue Emittentin in diesem Prospekt als Emittentin genannt wäre; die Emittentin (und ggf. jede vorherige Neue Emittentin) wird von sämtlichen Verpflichtungen aus diesem Prospekt und von ihrer Haftung als Schuldner der Schuldverschreibungen und ggf. der Zinsscheine befreit.

Im Falle von Nachrangigen Schuldverschreibungen erfordert eine Ersetzung die vorherige Zustimmung der CSSF.

Nennwert der Die Instrumente werden mit Nennwerten und ganzen Vielfachen begeben, Instrumente: auf die sich entweder die Emittentin und der betreffende Lead Manager oder Erwerber verständigen und in den Endgültigen Bedingungen der einzelnen Serien vereinbaren können oder die dem Mindestnennbetrag entsprechen, der jeweils von der betreffenden Zentralbank (oder einer vergleichbaren Institution) gestattet wird oder aufgrund von für die betreffende Währung geltenden Gesetzen oder Verordnungen zulässig ist.

Besteuerung: Zahlungen auf Kapital und Zinsen unter den Instrumenten (mit Ausnahme von Pfandbriefen) erfolgen ohne Abzug oder Einbehaltung gegenwärtiger oder künftiger Steuern, Abgaben oder behördlicher Gebühren gleich welcher Art, die von oder im Namen des Großherzogtums Luxemburg oder einer zur Erhebung von Steuern berechtigten Steuerbehörde auferlegt oder erhoben werden, es sei denn, eine solche Einbehaltung oder ein solcher Abzug ist zwingend durch ein Gesetz oder eine Verordnung vorgeschrieben. In diesem Fall zahlt die Emittentin (vorbehaltlich der in § 6 der Bedingungen der Schuldverschreibungen aufgeführten Ausnahmen) zusätzliche Beträge, die erforderlich sind, damit die Nettobeträge nach dem Abzug oder der Einbehaltung den ursprünglich zahlbaren Beträgen ohne den Abzug oder die Einbehaltung entsprechen.

Sämtliche Zahlungen auf die Pfandbriefe erfolgen unter Abzug von Steuern, Abgaben und behördlicher Gebühren, sofern ein solcher Abzug gesetzlich vorgeschrieben ist.

Status der Instrumente, mit Ausnahme von Pfandbriefen, können als Nicht- Instrumente mit Nachrangige Schuldverschreibungen oder als Nachrangige Ausnahme von Schuldverschreibungen begeben werden. Pfandbriefen: Nicht nachrangige Schuldverschreibungen ("Nicht-Nachrangige Schuldverschreibungen") stellen unbesicherte und nicht nachrangige Verbindlichkeiten der Emittentin dar, die untereinander und mit allen sonstigen unbesicherten und nicht nachrangigen Verbindlichkeiten der Emittentin im gleichen Rang stehen.

Die Verbindlichkeiten aus nachrangigen Schuldverschreibungen, die ausschließlich als längerfristige nachrangige Schuldverschreibungen (lower tier II subordinated notes) im Sinne luxemburgischen Rechts begeben werden (die "Nachrangigen Schuldverschreibungen"), stellen

- 20 - unmittelbare, unbesicherte und nachrangige Verbindlichkeiten der Emittentin dar, die untereinander im gleichen Rang stehen. Die Zahlungsverpflichtungen der Emittentin aus Nachrangigen Schuldverschreibungen stehen mit allen anderen Nachrangigen Verbindlichkeiten (wie nachstehend definiert) der Emittentin im gleichen Rang.

Im Falle eines die Emittentin betreffenden Abwicklungsverfahrens (Liquidation) sind die Ansprüche der Gläubiger von Nachrangigen Schuldverschreibungen vorrangig gegenüber (i) Ansprüchen aus jeglichen Aktien oder Aktienanteilen der Emittentin (einschließlich Vorzugsaktien) und (ii) Ansprüchen von Gläubigern aus Verbindlichkeiten der Emittentin, die (sei es im Falle der Abwicklung der Emittentin oder anderweitig) den Nachrangigen Verbindlichkeiten gegenüber nachrangig ausgestaltet sind; die Ansprüche von Gläubigern aus Nachrangigen Schuldverschreibungen stehen jedoch Ansprüchen gegen die Emittentin aus Bareinlagen sowie sonstigen allgemeinen, nicht nachrangigen Ansprüchen gegen die Emittentin im Rang nach. Außer im Falle eines Verfahrens zur Abwicklung der Emittentin sind die Verbindlichkeiten aus Nachrangigen Schuldverschreibungen und etwaigen Zinsscheinen weder auf Verlangen der Emittentin noch der Gläubiger der Nachrangigen Schuldverschreibungen vor dem Rückzahlungstag fällig, es sei denn, die CSSF hat zuvor ihre Zustimmung hierzu erteilt. "Nachrangige Verbindlichkeiten" bezeichnet sämtliche gegenwärtigen und zukünftigen Verbindlichkeiten der Emittentin (sei es im Falle der Abwicklung der Emittentin oder anderweitig), die nachrangig gegenüber Ansprüchen gegen die Emittentin aus Bareinlagen sowie sonstigen allgemeinen, nicht nachrangigen Ansprüchen gegen die Emittentin ausgestaltet sind.

Status der Die Pfandbriefe stellen nicht nachrangige Verbindlichkeiten dar, die Pfandbriefe: untereinander im gleichen Rang stehen und (i) im Falle von öffentlichen Pfandbriefen (Lettres de Gage publiques) mit allen sonstigen Verbindlichkeiten der Emittentin aus öffentlichen Pfandbriefen mindestens gleichrangig sind und (ii) im Falle von Hypothekenpfandbriefen (Lettres de Gage hypothécaires) mit allen sonstigen Verbindlichkeiten der Emittentin aus Hypothekenpfandbriefen mindestens gleichrangig sind und (iii) im Falle von Mobiliarpfandbriefen (Lettres de Gage mobilières), mit allen sonstigen Verbindlichkeiten der Emittentin aus Pfandbriefen der jeweiligen Kategorie der Mobiliarpfandbriefe mindestens gleichrangig sind. Alle Pfandbriefe sind durch gesonderte Pools von Darlehen an die öffentliche Hand (im Falle von öffentlichen Pfandbriefen), Hypothekendarlehen (im Falle von Hypothekenpfandbriefen) bzw. von Mobiliargütern und/oder - rechten (im Falle von Mobiliarpfandbriefen) in dem jeweiligen Sektor gedeckt.

Negativerklärung: Keine

Kündigungsgründe: In Bezug auf die Nicht-Nachrangigen Schuldverschreibungen sind Kündigungsgründe vorgesehen, die die Inhaber berechtigen, die sofortige Rückzahlung der Anleihen zu verlangen.

In Bezug auf die Pfandbriefe und die Nachrangigen Schuldverschreibungen sind keine Kündigungsgründe vorgesehen, die die Inhaber berechtigen, die sofortige Rückzahlung der Instrumente zu verlangen.

Cross Default: Keiner

Anwendbares Die Nicht-Nachrangigen Schuldverschreibungen unterliegen deutschem Recht: Recht.

Die Pfandbriefe und die Nachrangigen Schuldverschreibungen unterliegen luxemburgischem Recht.

- 21 - Gerichtsstand: Nicht ausschließlicher Gerichtsstand für alle Verfahren im Zusammenhang mit Nicht-Nachrangigen Schuldverschreibungen ist Frankfurt am Main. Nicht ausschließlicher Gerichtsstand für alle Verfahren im Zusammenhang mit Pfandbriefen und Nachrangigen Schuldverschreibungen ist die Stadt Luxemburg.

- 22 - ZUSAMMENFASSUNG IN BEZUG AUF DIE EMITTENTIN

Die Emittentin wurde am 16. Februar 1999 unter dem Namen "Europäische Pfandbriefbank S.A." als société anonyme nach luxemburgischen Recht gegründet. Am 15. Juli 1999 wurde die Emittentin in "Erste Europäische Pfandbrief- und Kommunalkreditbank Aktiengesellschaft in Luxemburg" umbenannt. Die Emittentin ist unter der Nummer B 68 470 im Handelsregister (Registre du Commerce et des Sociétés de Luxembourg) von Luxemburg eingetragen. Sitz der Emittentin ist 25, rue Edward Steichen, L-2540 Luxemburg (Tel. +352 26348-1).

Schwerpunkt des Geschäfts der EEPK ist die Finanzierung der öffentlichen Hand durch Darlehen an Staaten, Länder, Kommunen, öffentliche Körperschaften, Institutionen und andere öffentliche juristische Personen (einschließlich deren Sondervermögen) und deren Behörden sowie an Regierungsinstitutionen mit Sitz in den Staaten des Europäischen Wirtschaftsraums und der OECD.

- 23 - Risk Factors

The purchase of Instruments issued under the Programme is associated with certain risks. The information set forth below under "Risk Factors relating to the Instruments" merely refers to general risks related to an investment in the Instruments and does not purport to be exhaustive. In respect of Instruments which require in view of their specific structure a special description of risk factors, risk factors in addition to those set forth below will be described in the Final Terms relating to such Instruments.

The information set forth below under "Risk Factors relating to the Issuer" is a disclosure of the principal risk factors that may affect the Issuer’s ability to fulfil its obligations under the Instruments, but the inability of the Issuer to fulfil its obligations under the Instruments may also occur for other reasons. Prospective purchasers of Instruments should consider these risk factors, together with the other information in this Prospectus, before deciding to purchase Instruments issued under the Programme.

Moreover, additional risks that are not known at the date of preparation of this Prospectus and the relevant Final Terms or currently believed to be immaterial could likewise have an adverse effect on the value of the Instruments.

The order of the risk factors described herein does not imply any statement about the likelihood of occurrence of each risk factor or the influence of such risk factor on the value of the Instruments.

The following statements are not exhaustive. Prospective purchasers of Instruments should determine whether an investment in the Instruments is appropriate in their particular circumstances. An investment in the Instruments requires a thorough understanding of the nature of the relevant transaction. Prospective investors should take into account their current financial situation and their investment objectives before deciding whether to invest in the Instruments. In this context, they should take into consideration the risks of an investment in the Instruments set out below in particular, in addition to the other information contained elsewhere in this Prospectus. Prospective purchasers of Instruments are also advised to consult their own tax advisors, legal advisors, accountants or other relevant advisors as to the risks associated with, and consequences of, the purchase, ownership and disposition of Instruments, including the effect of any laws of each country of which they are residents.

If one or more of the risks described below occur, this may result in material decreases in the price of the Instruments or, in the worst-case scenario, in a total loss of interest and capital invested by the Investor.

Instruments may not be a suitable investment for all investors.

Each potential investor in Instruments must determine the suitability of that investment in light if its own circumstances. In particular, each potential investor should:

(i) have sufficient knowledge and experience to make a meaningful evaluation of the relevant Instruments, the merits and risks of investing in the relevant Instruments and the information contained or incorporated by reference in this Prospectus or any applicable supplement;

(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation and the investment(s) it is considering, an investment in the Instruments and the impact the Instruments 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 relevant Instruments, including where principal or interest is payable in one or more currencies, or where the currency for principal or interest payments is different from the potential investor's currency;

(iv) understand thoroughly the terms of the relevant Instruments 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.

- 24 -

Some Instruments are complex financial instruments. Sophisticated institutional investors generally do not purchase complex financial instruments as stand-alone investments. They purchase complex financial instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall portfolio. A potential investor should not invest in Instruments which are complex financial instruments unless it has the expertise (either alone or with a financial adviser) to evaluate how the Instruments will perform under changing conditions, the resulting effects on the value of the Notes and the impact this investment will have on the potential investor's overall investment portfolio.

An attempt to quantify the risks relating to the Issuer and the Instruments is undertaken by ratings. These ratings may not reflect the potential impact of all risks relating to the Issuer or the Instruments. EEPK has an AAA rating from Standard & Poor’s for all issued lettres de gage publiques. Accordingly the credit quality of the asset portfolio needs to maintain the highest standards.

Please note that a security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating organisation. Any negative change in the credit rating of the Issuer could adversely affect the trading price of the Instruments. The current rating respectively is available via electronic information systems. Where a Series of Instruments is rated, such rating will not necessarily be the same as the ratings assigned to the Programme.

Risk Factors relating to the Issuer

Even if the Issuer concentrates on low-risk business areas and applies strict risk control methods as required by Luxembourg law, in particular by the provisions relating to banks issuing covered bonds of the Luxembourg Act of 5 April 1993 relating to the Financial Sector, as amended (see Art. 12-1 – 12-9 of the Dispositions particulières aux banques d’émission de lettres de gage), there are risk factors that affect the Issuer’s ability to fulfil its obligations under Notes issued under the Programme.

These risk factors can be divided into the following categories:

Credit Risk

The Issuer is exposed to credit risks, i.e. the risk of losses or lost profits as a result of bad debts or from the deterioration of customers’ credit rating. Credit risks can be subdivided further into counterparty default risks, including the counterparty risks and the country risks, and credit rating risks. The risk of counterparty default is the risk of a loss or a profit not realized as a result of non-payment by a business partner or a deterioration of his or her creditworthiness. The risk of counterparty default includes the counterparty risk (risk from traditional lending business, replacement risk and the advance payment and settlement risk) and the specific country risk. Country risks are risks attributable to transfers via or from other countries or to the convertibility of other currencies.

Credit rating risk refers to the fact that the rating applied to a counterparty, e.g. a mortgage borrower, which indicates his or her ability to fulfil timely payment of principal and interest, may deteriorate due to individual (borrower specific) circumstances.

Market Price Risk

Liquidity Risk

The Issuer is exposed to liquidity risks, i.e. the risk that the Issuer is unable to meet its current and future payment commitments, or is unable to meet them on time.

The liquidity risk is broken down into three categories: i) The short-term liquidity risk is the risk of insufficient liquidity for the performance of day-to-day payment obligations. ii) Structural liquidity risk is the risk arising from an imbalance in the medium and long-term liquidity structure, being the result of inadequate management of the cost risks, which are associated with the procurement of funds and the

- 25 - earnings risks, which are associated with investments. iii) Market liquidity risk is the risk of insufficient liquidity of pertinent financial instruments, with the consequence that positions can be closed out only, if at all, at a disproportionately high cost.

Operational Risks

The business activities of the Issuer could be influenced by operational risks mainly resulting from inadequate or failed internal processes and systems, human failure or from external events. Legal risks are also part of the operational risk. Legal risks may arise from the unexpected modification of elementary legal provisions, disadvantageous contractual arrangements and (actual and potential) legal disputes with third parties.

Other Risks

The other risks category for the Issuer’s purposes essentially comprises business and strategic risk. Business risks are a rapid and substantial decline in business opportunities with a corresponding fall in revenues. Strategic risk may occur if significant continuous changes take place relating to the classification of the Bank’s organisational structure or its positioning on property and capital markets. Furthermore other risks include reputational, tax and real estate risks. Real estate risks may arise through the Issuer’s various real estate affiliates.

Risk Factors relating to the Instruments

The purchase of the Instruments issued under the Programme is associated with certain risks. The information set forth below merely refers to general risks related to an investment in the Instruments and does not purport to be exhaustive. Please refer to the product information and the specific risk warnings, if any, set out in the relevant Final Terms for further information. In these Risk Factors the term "Instruments" shall include Notes and Lettres de Gage unless stated otherwise.

Investors should determine whether an investment in the Instruments is appropriate in their particular circumstances. An investment in the Instruments requires a thorough understanding of the nature of the relevant transaction. Prospective investors should take into account their current financial situation and their investment objectives before deciding whether to invest in the Instruments. In this context, they should take into consideration the risks of an investment in the Instruments set out below in particular, in addition to the other information contained in this Prospectus.

If one or more of the risks described below occur, this may result in material and sustained decreases in the price of the Instruments or, (with respect to derivative Instruments) in the worst case, in a total loss of the capital invested by the Investor.

An investment in the Instruments might not be suitable for investors who have not sufficient knowledge of the finance sector.

General Risk Factors relating to the Instruments

Market Conditions

The market for debt securities issued by Luxembourg companies and banks is influenced by economic and market conditions in Luxembourg and, to varying degrees, by market conditions, interest rates, currency exchange rates and inflation rates in other European and other industrialised countries. There can be no assurance that events in Luxembourg, other European countries or elsewhere will not cause market volatility or that such volatility will not adversely affect the price of Instruments or that economic and market conditions will not have any other adverse effect.

Secondary Market

There can be no assurance that an active trading market for Instruments will develop, or, if one does develop, that it will be maintained. If an active trading market for the Instruments does not develop or is not maintained, the market or trading price and liquidity of the Instruments may be adversely affected. The Issuer or its affiliates are entitled to buy and sell the Instruments for their own account or for the account of others, and to issue further Instruments. Such transactions may favourably or adversely affect the price development of the Instruments. If additional and competing products are introduced in the markets, this may adversely affect the value of the Instruments.

- 26 - Transaction Costs

When Instruments are purchased or sold, several types of incidental costs (including transaction fees and commissions) are incurred in addition to the current price of the Instruments. These incidental costs may significantly reduce or even exclude the profit potential of the Instruments. For instance, credit institutions as a rule charge their clients for own commissions which are either fixed minimum commissions or pro-rata commissions depending on the order value. To the extent that additional – domestic or foreign – parties are involved in the execution of an order, including but not limited to domestic dealers or brokers in foreign markets, Noteholders must take into account that they may also be charged for any brokerage fees, commissions and other fees and expenses of such parties (third party costs).

In addition to such costs directly related to the purchase of Instruments (direct costs), Noteholders must also take into account any follow-up costs (such as custody fees). Investors should inform themselves about any additional costs incurred in connection with the purchase, custody or sale of the Instruments before investing in the Instruments.

Credit Risk

If a loan is used to finance the acquisition of the Instruments and the Instruments subsequently go into default, or if the trading price diminishes significantly, the Noteholder not only has to face a potential loss on its investment or in the case of Lettres de Gage a postponed payment, but it will also have to repay the loan and pay interest thereon. This may significantly increase the risk of a loss. Investors should not assume that they will be able to repay the loan or pay interest thereon from the profits of a transaction. Instead, investors should assess their financial situation prior to an investment, as to whether they are able to pay interest on the loan, or to repay the loan on demand, even if they may suffer losses instead of realising gains.

Taxation

Payments of interest on the Instruments, or profits realised by the Noteholder upon the sale or repayment of the Instruments, may be subject to taxation in the Noteholder’s home jurisdiction or in other jurisdictions in which it is required to pay taxes. The tax impact on Noteholders generally in Luxembourg is described under "Taxation"; however, the tax impact on an individual Noteholder may differ from the situation described for Noteholders generally.

Prospective investors should contact their own tax advisors for advice on the tax impact of an investment in the Instruments.

Issuer's solvency

The Noteholders assume the credit risk of the Issuer. In case of insolvency of the Issuer, the Noteholders may lose part or all of their invested capital if the insolvency estate of the Issuer does not suffice to satisfy all unsecured and unsubordinated obligations of the Issuer.

The Instruments are neither secured by the provisions concerning the guarantee of deposits in the Luxembourg law of 5 April 1993 on the financial sector (as amended and modified), nor by any similar deposit protection statute or scheme of any other jurisdiction in which the Issuer is active or in which Instruments are being offered or listed on any exchange.

Impact of a downgrading of the credit rating

The value of the Instruments is expected to be affected, in part, by investors’ general appraisal of the Issuer’s creditworthiness. Such perceptions are generally influenced by the ratings given to the Issuer’s outstanding securities by standard statistical rating agencies, such as Moody's Investors Services Inc., Fitch Ratings Ltd, a subsidiary of Fimalac, S.A., and Standard & Poor's Ratings Services, a division of The McGraw Hill Companies, Inc. Any downgrading of the Issuer’s rating (if any) by as few as one of these rating agencies could result in a reduction in the value of the Instruments.

Governing Law

The terms and conditions of Senior Notes will be governed by German law, Subordinated Notes and

- 27 - Lettres de Gage will be governed by Luxembourg law all in effect as at the date of this Prospectus. No assurance can be given as to the impact of any possible judicial decision or change to German or Luxembourg law, as the case may be or administrative practice after the date of this Prospectus.

Risks relating to special types of Instruments

Fixed Rate Instruments

A holder of a Fixed Rate Instrument is exposed to the risk that the price of such Instrument falls as a result of changes in the market interest rate. While the nominal interest rate of a Fixed Rate Instrument as specified in the applicable Final Terms is fixed during the life of such Instrument, the current interest rate on the capital market ("market interest rate") typically changes on a daily basis. As the market interest rate changes, the price of a Fixed Rate Instrument also changes, but in the opposite direction. If the market interest rate increases, the price of a Fixed Rate Instrument typically falls, until the yield of such Instrument is approximately equal to the market interest rate of comparable issues. If the market interest rate falls, the price of a Fixed Rate Instrument typically increases, until the yield of such Note is approximately equal to the market interest rate. Changes in the market interest rate are particularly with relevance to such holder who wants to sell the Instrument prior to the maturity date or if the Instrument will be redeemed prior to maturity (also by the Issuer as the case may be).

Floating Rate Instruments

A key difference between Floating Rate Instruments and Fixed Rate Instruments is that interest income on Floating Rate Instruments cannot be anticipated. Due to varying interest income, investors are not able to determine a definite yield of Floating Rate Instruments at the time they purchase them, so that their return on investment cannot be compared with that of investments having fixed interest rates. If the Terms and Conditions of the Instruments provide for frequent interest payment dates, investors are exposed to the reinvestment risk if market interest rates decline. That is, investors may reinvest the interest income paid to them only at the relevant lower interest rates then prevailing.

Reverse Floating Rate Instruments

The interest income of Reverse Floating Rate Instruments is calculated in reverse proportion to the reference rate: if the reference rate increases, interest income decreases whereas it increases if the reference rate decreases. Unlike the price of ordinary Floating Rate Instruments, the price of reverse Floating Rate Instruments is highly dependent on the yield of Fixed Rate Instruments having the same maturity. Price fluctuations of reverse Floating Rate Instruments are parallel but are substantially sharper than those of Fixed Rate Instruments having a similar maturity. Investors are exposed to the risk that long-term market interest rates will increase even if short-term interest rates decrease. In this case, increasing interest income cannot adequately offset the decrease in the reverse floater’s price because such decrease is disproportionate.

Zero Coupon Instruments

Changes in market interest rates have a substantially stronger impact on the prices of zero coupon Instruments than on the prices of ordinary bonds because the discounted issue prices are substantially below par. If market interest rates increase, zero coupon Instruments can suffer higher price losses than other bonds having the same maturity and a comparable credit rating. Due to their leverage effect, zero coupon Instruments are a type of investment associated with a particularly high price risk.

Instruments containing early redemption rights of the Issuer

The Final Terms for a particular issue of Instruments (other than Lettres de Gage) may provide for a right of termination of the Issuer. Such right of termination is often provided for Instruments in periods of high interest rates. If the market interest rates decrease, the risk to Noteholders that the Issuer will exercise its right of termination increases. As a consequence, the yields received upon redemption may be lower than expected, and the redeemed face amount of the Instruments may be lower than the purchase price for the Instruments paid by the Noteholder. As a consequence, part of the capital invested by the Noteholder may be lost, so that the Noteholder in such case would not receive the total amount of the capital invested. In addition, investors that have received monies prematurely may reinvest such monies only in securities with a lower yield than the redeemed Instruments.

- 28 - Instruments with derivative interest structures

In the case of Instruments with derivative interest structures, the interest rate is linked to one or more reference assets. Therefore, the interest claim is essentially subject to the risks described under "Additional Risk Factors relating to derivative Instruments" below. If the Instruments are terminated prematurely or sold before maturity, there will further be the risk that part of the invested capital is lost.

Foreign Currency Instruments

As purchasers of foreign currency Instruments, investors are exposed to the risk of changing foreign exchange rates. This risk is in addition to any performance risk that relates to the Issuer or the type of Instrument being issued.

Subordinated Instruments (other than Lettres de Gage)

In the event of any insolvency or liquidation of the Issuer, holders of Subordinated Notes would receive payments on any outstanding Subordinated Notes only after Noteholders of Lettres de Gage, Senior Noteholders and other senior creditors have been repaid in full, if and to the extent that there is still cash available for those payments. Thus, holders of Subordinated Notes generally face a higher performance risk than holders of Lettres de Gage or Senior Notes.

Additional Risk Factors relating to derivative Instruments

Investments in derivative Instruments entail additional significant risks.

In addition to the other information contained in this Prospectus and the risk factors set out above, investors investing in derivative Instruments should consider, in particular, the risks described below of investing in the derivative Instruments offered. However, the information set forth below merely refers to general risks related to an investment in the derivative Instruments and does not purport to be exhaustive. Please refer to the product information and the specific risk warnings, if any, set out in the relevant Final Terms.

An investment in derivative Instruments requires a thorough understanding of the nature of the relevant transaction. Investors should be experienced with respect to an investment in particular in derivative Instruments linked to shares, share baskets, indices and index baskets and be aware of the related risks.

An investment in the Instruments is only suitable for investors who:

• have the requisite knowledge and experience in financial and business matters to evaluate the merits and risks of an investment in the Instruments;

• have access to, and knowledge of, appropriate analytical tools to evaluate such merits and risks in the context of their financial situation;

• are capable of bearing the economic risk of an investment in the Instruments for an indefinite period of time; and

• recognise that it may not be possible to dispose of the Instruments for a substantial period of time, if at all.

In the case of Instruments with derivative interest or redemption structures, the relevant payments are linked to one or more reference assets. Therefore, the relevant payments are essentially subject to the risks described hereunder. If the Instruments are terminated prematurely or sold before maturity, there will further be the risk that part of the invested capital is lost.

Loss of capital

An investment in derivative Instruments entails additional significant risks that are not associated with similar investments in a conventional fixed or floating rate debt security. These risks include, among other things, the possibility that:

• such index or basket of reference assets may be subject to significant changes, whether due to the composition of the index itself, or because of fluctuations in value of the basket;

- 29 - • the resulting interest rate or redemption payment will be less (or may be more) than that payable in the case of a conventional debt security issued by the Issuer at the same time;

• the repayment of principal can occur at times other than that expected by the investor;

• the holder of a derivative Instrument could lose all or a substantial portion of the principal of such Instrument (whether payable at maturity or upon redemption or repayment), and, if the principal is lost, interest may cease to be payable on the derivative Instrument;

• the risks of investing in derivative Instruments encompasses both risks relating to the underlying reference assets and risks that are unique to the Instruments as such;

• any derivative Instrument that is indexed to more than one type of reference asset, or on formulas that encompass the risks associated with more than one type of asset, may carry levels of risk that are greater than Instruments that are indexed to one type of asset only;

• it may not be possible for investors to hedge their exposure to these various risks relating to derivative Instruments; and

• a significant market disruption could mean that the index on which the derivative Instruments are based ceases to exist.

The value of derivative Instruments on the secondary market is subject to greater levels of risk than is the value of other Instruments. The secondary market, if any, for derivative Instruments will be affected by a number of factors, irrespective of the creditworthiness of the Issuer and the value of the applicable currency, commodity, stock, interest rate or other index, including the volatility of the applicable currency, commodity, stock, interest rate or other index, the time remaining to the maturity of such Instruments, the amount outstanding of such Instruments and market interest rates. The value of the applicable currency, commodity, stock or interest rate index depends on a number of interrelated factors, including economic, financial and political events beyond the Issuer’s control. Additionally, if the formula used to determine the amount of principal, premium and/or interest payable with respect to derivative Instruments contains a multiplier or leverage factor, the effect of any change in the applicable currency, commodity, stock, interest rate or other index will be increased. The historical experience of the relevant currencies, commodities, stocks or interest rate indices should not be taken as an indication of future performance of such currencies, commodities, stock, interest rate or other indices during the term of any derivative Instrument.

Additionally, there may be regulatory and other ramifications associated with the ownership by certain investors of certain derivative Instruments.

Conflicts of interest

The Issuer may, for its own account or for the account of customers, engage in transactions directly or indirectly involving assets that are "reference assets" under derivative Instruments and may make decisions regarding these transactions in the same manner as it would if the derivative Instruments had not been issued. The Issuer and its affiliates may on the issue date of the derivative Instruments or at any time thereafter be in possession of information in relation to any reference assets that may be material to holders of any derivative Instruments and that may not be publicly available or not known to the Noteholders. There is no obligation on the part of the Issuer to disclose any such business or information to the Noteholders.

These risk warnings do not constitute investment, legal, business or tax advice and do not replace advice by the investor's bank or by the investor’s own legal, business or tax advisers, which should in any event be obtained in order to be able to assess the consequences of an investment in the Instruments. Investment decisions should not be made solely on the basis of the risk warnings set out in this Prospectus, any supplement to the Prospectus and the relevant Final Terms as such information cannot serve as a substitute for individual advice and information which is tailored to the requirements, objectives, experience, knowledge and circumstances of the investor concerned.

- 30 - Issue Procedures

In Respect of Instruments in Bearer Form (including Lettres de Gage)

General

The Issuer and the relevant Dealer(s) or, in the case of syndicated issues, the Lead Manager(s), will agree on the terms and conditions (the "Terms and Conditions") applicable to each particular series of Instruments (each, a "Series"). The Terms and Conditions will be constituted by the Programme Terms and Conditions of the Instruments set forth below (the "Programme Terms and Conditions of the Instruments") as completed, modified, supplemented or replaced by the provisions of the final terms (the "Final Terms"). The Final Terms relating to each Series will specify: • whether the Terms and Conditions are to be Supplemented Terms or Consolidated Terms (each as described below); and • whether the governing law of the Instruments will be German law or Luxembourg law.

The Issuer anticipates that unless the Issuer and the relevant Dealer(s) or, in the case of syndicated issues, the Lead Manager of the relevant Series agree otherwise: • Consolidated Terms will generally be required for Instruments (other than Subordinated Notes and Lettres de Gage) which are to be publicly offered, in whole or in part, or are to be distributed, in whole or in part, to non-professional investors. • Supplemented Terms will generally be used for Subordinated Notes and Lettres de Gage. Supplemented Terms will also be used for Senior Notes which are not publicly offered and are distributed only to professional investors.

With respect to the governing law, the Issuer anticipates that: • Instruments (other than Subordinated Notes and Lettres de Gage) will be governed by German law, and • Subordinated Notes and Lettres de Gage will be governed by Luxembourg law.

Provisions in square brackets preceded by (i) "1" shall only be applicable in the case of Instruments issued in the form of Definitive Notes; (ii) "2" shall only be applicable to Instruments issued in the form of Global Notes; (iii) "3" shall not be applicable to Zero-Coupon Notes/Lettres de Gage; (iv) "4" shall only be applicable in the case of Instruments issued in new global note form; (v) "5" shall only be applicable in the case of Instruments issued in classical global note form.

Supplemented Terms

If the Final Terms specify that Supplemented Terms are to apply to the Instruments, the provisions of the applicable Final Terms and the Programme Terms and Conditions of the Instruments, taken together, shall constitute the Terms and Conditions. Such Terms and Conditions will be constituted as follows: • the Final Terms applicable to the respective Series amend and supplement the Programme Terms and Conditions of the Instruments (the "Supplemented Terms"). If and to the extent that the Programme Terms and Conditions of the Instruments deviate from the applicable Final Terms, the applicable Final Terms shall prevail. • alternative or optional provisions of the Programme Terms and Conditions of the Instruments

- 31 - as to which the corresponding provisions of the Final Terms are not completed or are deleted will be deemed to be deleted from the Programme Terms and Conditions of the Instruments; and • all instructions and explanatory notes set out in headings in italics and in square brackets in the Programme Terms and Conditions of the Instruments and any footnotes and explanatory text in the Final Terms will be deemed to be deleted from the Programme Terms and Conditions of the Instruments.

Where Supplemented Terms apply, each Global Note representing Instruments of the relevant Series will have the Final Terms and the Programme Terms and Conditions of the Instruments attached. If Definitive Notes are delivered in respect of the Instruments of such Series, they will have endorsed thereon either:

(i) the Final Terms and the Programme Terms and Conditions of the Instruments in full, or

(ii) the Final Terms and the Programme Terms and Conditions of the Instruments in a form simplified by the deletion of non-applicable provisions.

Consolidated Terms

If the Final Terms specify that Consolidated Terms are to apply to the Instruments, the Terms and Conditions in respect of such Instruments will be constituted as follows: • the Programme Terms and Conditions of the Instruments shall be specified and/or amended by incorporating the Final Terms applicable to the respective Series, and by deleting all provisions not applicable to such Series from the Programme Terms and Conditions of the Instruments (the "Consolidated Terms"). In respect of a Series the Consolidated Terms shall replace the Programme Terms and Conditions of the Instruments in their entirety. If and to the extent that the Consolidated Terms deviate from the applicable Final Terms, the Consolidated Terms shall prevail; • terms in square brackets in the Programme Terms and Conditions of the Instruments are to be specified in accordance with the Final Terms. In the case of alternatives separated by a slash, alternatives which are not applicable shall be deleted. To the extent necessary the numbering of the provisions shall be adapted. Instructions in bold and italics shall be deleted. Words or figures in bold characters in square brackets shall be printed in regular characters.

Where Consolidated Terms apply, the Consolidated Terms alone will constitute the Terms and Conditions applicable to the relevant Series. The Consolidated Terms will be attached to each Global Note representing Instruments of the relevant Series and will be endorsed on any Definitive Notes exchanged for any such Global Note.

- 32 - Programme Terms and Conditions of the Instruments

Part I: Programme Terms and Conditions of the Notes

The following terms and conditions of the Notes apply to the Notes issued as Series No. [No.] under the Euro 7,500,000,000 Debt Issuance Programme of Erste Europäische Pfandbrief- und Kommunalkreditbank Aktiengesellschaft in Luxemburg, 25, rue Edward Steichen, L-2540 Luxembourg (the "Programme").

The following paragraph shall only apply to Supplemented Terms These Programme Terms and Conditions of the Notes shall be supplemented and modified by the terms of the relevant final terms (the "Final Terms"). If the provisions of these Programme Terms and Conditions of the Notes as supplemented and modified by the Final Terms deviate from the provisions of the Final Terms, the provisions set out in the Final Terms shall prevail. The Final Terms shall be available at the Fiscal Agent and, as long as the Notes are listed on a stock exchange, at each Paying Agent appointed at the place of the relevant stock exchange.

§ 1 Form (1) This Series of Notes (the "Notes") of Erste Europäische Pfandbrief- und Kommunalkreditbank Aktiengesellschaft in Luxemburg (the "Issuer") is being issued in [Specified Currency] (the "Specified Currency") in the aggregate principal amount of [aggregate principal amount] (in words: ([Specified Currency, aggregate principal amount]) in the denominations of [Specified Currency] [Denomination] each (the "Denominations"). (2) The Notes are being issued in bearer form.

The following § 1(3) and (4) shall only be applicable to Notes with respect to which TEFRA C applies (3) The Notes will 1[initially be represented by a temporary global bearer note (the "Temporary Global Note") without interest coupons, which will be exchanged not later than 180 days after their issue date against serially numbered definitive bearer Notes (the "Definitive Notes") 3[with interest coupons payable to bearer (the "Coupons") attached]] 2[be represented by a permanent global bearer note (the "Global Note") without interest coupons.] 5[The 1[Temporary] Global Note shall be deposited with [[depositary] as common depositary for Clearstream Banking, société anonyme, Luxembourg ("CBL") and Euroclear Bank SA/NV ("Euroclear")] / [other clearing system]] ([together] the "Clearing System").] 4[The 1[Temporary] Global Note shall be deposited with [●] as common safekeeper (the "Common Safekeeper") on behalf of Clearstream Banking, société anonyme, Luxembourg ("CBL") and Euroclear Bank SA/NV ("Euroclear", CBL and Euroclear together, the "ICSDs", respectively the "Clearing System").] (4) The 1[Temporary] Global Note shall only be valid if it bears the hand-written or facsimile signatures of two directors of the Issuer and the hand-written or facsimile control signature of a person instructed by the Fiscal Agent 4[and if it is executed by authorised representatives of the Common Safekeeper].

The following § 1(3) and (4) shall only be applicable to Notes with respect to which TEFRA D applies (3) The Notes will initially be represented by a temporary global bearer note (the "Temporary Global Note") without interest coupons, which will be exchanged not earlier than 40 days after their issue date 1[against serially numbered definitive bearer Notes (the "Definitive Notes") 3[with interest coupons payable to bearer (the "Coupons") attached]] 2[against a permanent global bearer note (the "Permanent Global Note"; the Temporary Global Note and the Permanent Global Note

- 33 - hereinafter together, the "Global Note") without interest coupons.] 5[The Temporary Global Note 2[and the Permanent Global Note] shall be deposited with [[depositary] as common depositary for Clearstream Banking, société anonyme, Luxembourg ("CBL") and Euroclear Bank SA/NV ("Euroclear")] / [other clearing system]] ([together] the "Clearing System").] 4[The Temporary Global Note 2[and the Permanent Global Note] shall be deposited with [●] as common safekeeper (the "Common Safekeeper") on behalf of Clearstream Banking, société anonyme, Luxembourg ("CBL") and Euroclear Bank SA/NV ("Euroclear", CBL and Euroclear together, the "ICSDs", respectively the "Clearing System").] The exchange shall only be made upon certification to the effect that, subject to certain exceptions, the beneficial owner or owners of the Notes represented by the Temporary Global Note are not U. S. persons. The Issuer shall instruct the ICSDs to make the appropriate entries in their records to reflect such exchange. (4) The Temporary Global Note 2[and the Permanent Global Note] shall only be valid if [it / they] bear[s] the hand-written or facsimile signatures of two directors of the Issuer and the hand-written or facsimile control signature of a person instructed by the Fiscal Agent 4[and if [it / they] [is / are] executed by authorised representatives of the Common Safekeeper].

The following § 1(3) and (4) shall only be applicable to Notes with respect to which neither TEFRA C, nor TEFRA D apply (3) The Notes will be represented by a permanent global bearer note (the "Permanent Global Note" or, where applicable, the "Global Note") without interest coupons. 5[The Permanent Global Note shall be deposited with [[depositary] as common depositary for Clearstream Banking, société anonyme, Luxembourg ("CBL") and Euroclear Bank SA/NV ("Euroclear")] / [other clearing system]] ([together] the "Clearing System").] 4[The Permanent Global Note shall be deposited with [●] as common safekeeper (the "Common Safekeeper") on behalf of Clearstream Banking, société anonyme, Luxembourg ("CBL") and Euroclear Bank SA/NV ("Euroclear", CBL and Euroclear together the "ICSDs", respectively the "Clearing System").] The right of the Noteholders to require the issue and delivery of definitive notes or interest coupons is excluded. (4) The Permanent Global Note shall only be valid if it bears the hand-written or facsimile signatures of two directors of the Issuer and the hand-written or facsimile control signature of a person instructed by the Fiscal Agent 4[and if it is executed by authorised representatives of the Common Safekeeper].

The following paragraphs (5) and (6) shall only be applicable to Definitive Notes (5) 3[[Number] Coupons shall be attached to each Definitive Note.] The Definitive Notes 3[and the Coupons] shall only be valid if they bear the hand-written or facsimile signatures of two directors of the Issuer. The Definitive Notes shall also bear the hand-written control signature of a person instructed by the Fiscal Agent. (6) The term "Noteholder" in these Terms and Conditions of the Notes refers, as long as the Notes are represented by a Temporary Global Note, to the holder of a co-ownership participation or right in the Temporary Global Note, and, after the exchange of the Temporary Global Note against Definitive Notes, to the holder of a Definitive Note 3[and/or a Coupon].

The following paragraphs (5) and (6) shall only be applicable to Notes represented by a Global Note (5) Definitive Notes and interest coupons will not be issued and the right of the Noteholders to request the issue and delivery of definitive Notes shall be excluded. The Noteholders shall receive co- ownership participations or rights in the Global Note which are transferable in accordance with applicable law and the rules and regulations of the Clearing System. (6) The term "Noteholder" in these Terms and Conditions of the Notes refers to the holder of a co- ownership participation or right in the Global Note. (7) The Issuer reserves the right to issue from time to time without the consent of the Noteholders additional Notes with substantially identical terms, so that the same shall be consolidated to form a

- 34 - single Series of Notes and increase the aggregate principal amount of the Notes. The term "Notes" shall, in the event of such consolidation, also comprise such additionally issued notes. The following paragraph (8) shall only be applicable to Notes represented by a Global Note issued in new global note form (8) The nominal amount of Notes represented by the Global Note shall be the aggregate amount from time to time entered in the records of both ICSDs. The records of the ICSDs (which expression means the records that each ICSD holds for its customers which reflect the amount of such customer’s interest in the Notes) shall be conclusive evidence of the nominal amount of Notes represented by the Global Note and, for these purposes, a statement issued by an ICSD stating the nominal amount of Notes so represented at any time shall be conclusive evidence of the records of the relevant ICSD at that time. On any redemption or payment of principal or interest being made in respect of, or purchase and cancellation of, any of the Notes represented by the Global Note, the Issuer shall procure that details of such redemption, payment or purchase and cancellation (as the case may be) in respect of the Global Note shall be entered pro rata in the records of the ICSDs and, upon any such entry being made, the nominal amount of the Notes recorded in the records of the ICSDs and represented by the Global Note shall be reduced by the aggregate nominal amount of the Notes so redeemed or of purchased and cancelled or by the aggregate amount of such principal so paid. The same shall apply to any substitution of the Issuer in accordance with § 11 of these Terms and Conditions. On an exchange of a portion only of the Notes represented by a Temporary Global Note, the Issuer shall procure that details of such exchange shall be entered pro rata in the records of the ICSDs.

§ 2 Interest The following § 2(1) shall only be applicable to Notes with a fixed interest rate (including Step-up / Step-down Notes) (1) The Notes bear interest at a rate of [interest rate] as from [Interest Commencement Date] (the "Interest Commencement Date") (inclusive) until [date] (exclusive) and as from [date] (inclusive) [insert applicable provisions]. Interest is payable [annually / semi-annually / quarterly] in arrear on [Interest Payment Date(s)] [of each year] ([the / each an] "Interest Payment Date"). The first interest payment shall be due on [first Interest Payment Date] [(first [long/short] coupon)]. 1[Interest shall be payable only against surrender of the relevant Coupons to any Paying Agent.]

The following paragraphs shall apply in the case of Dual Currency Notes, Indexed, Structured or other Notes in respect of which the interest rate or interest amount is to be determined by reference to an index and/or formula or an exchange rate (•) The Notes bear interest pursuant to the following provisions. The [interest rate / interest amount] shall be determined by the Calculation Agent as follows: [insert applicable provisions]. (•) The Calculation Agent shall notify the Issuer, the Paying Agents, the Clearing System and, if so required by its rules, the stock exchange on which the Notes are listed, without delay of the interest rate determined with respect to the relevant Interest Period, the amount payable in respect of each Note 1[and each Coupon] as well as the respective Interest Payment Date. The Calculation Agent shall without delay publish the interest rate, the interest amount payable in respect of each Note and the Interest Payment Date in accordance with § [12] hereof.

The following § 2(1) shall only be applicable to Floating Rate Notes (1) The Notes bear interest at a rate of [Reference Interest Rate] [plus/minus] [Margin] determined in accordance with paragraph (4) as from [Interest Commencement Date] (inclusive) (the "Interest Commencement Date") up to the first Interest Payment Date (exclusive) and thereafter as from any Interest Payment Date (inclusive) up to the next following Interest Payment Date (exclusive) (each

- 35 - such period being an "Interest Period"). Interest is payable in arrear for each Interest Period on the relevant Interest Payment Date. 1[Interest shall be payable only against surrender of the relevant Coupons to any Paying Agent.]

The following paragraph shall be added to § 2(1) in the case of fixed Interest Payment Dates Subject to the following paragraph and to paragraph (2), "Interest Payment Date" means [Interest Payment Dates].

The following paragraph shall be added to § 2(1) in the case of interest periods and no fixed Interest Payment Dates Subject to the following paragraph and to paragraph (2), "Interest Payment Date" means each date which falls [3 months / 6 months / [other interest period]] after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date of the Notes [in the case of a short or long first or last Interest Period insert: except for the [short/long] [first/last] Interest Period commencing on the [Interest Commencement Date/[date]] (inclusive) until [date] (exclusive).]

The following paragraph shall be added to paragraph (1) if the Floating Rate Business Day Convention applies If any such Interest Payment Date is not a Business Day, then such Interest Payment Date shall be postponed to the next day that is a Business Day unless it would thereby fall into the next calendar month, in which event (i) interest shall be payable on the immediately preceding Business Day and (ii) on each subsequent date interest shall be payable on the last Business Day of the month in which such date would have fallen had it not been subject to adjustment.

The following paragraph shall be added to § 2(1) if the Following Business Day Convention applies If any such Interest Payment Date is not a Business Day, then such date shall be postponed to the next day that is a Business Day.

The following paragraph shall be added to § 2(1) in the case of fixed Interest Payment Dates if the Modified Following Business Day Convention applies (unadjusted last Interest Payment Date) If any such Interest Payment Date (except for the last Interest Payment Date) is not a Business Day, then such Interest Payment Date shall be postponed to the next day that is a Business Day unless it would thereby fall into the next calendar month, in which event the Interest Payment Date shall be the immediately preceding Business Day.

The following paragraph shall be added to § 2(1) in the case of interest periods and no fixed Interest Payment Dates if the Modified Following Business Day Convention applies (adjusted last Interest Payment Date) If any such Interest Payment Date is not a Business Day, then such Interest Payment Date shall be postponed to the next day that is a Business Day unless it would thereby fall into the next calendar month, in which event the Interest Payment Date shall be the immediately preceding Business Day.

The following paragraph shall be added to § 2(1) if the Preceding Business Day Convention applies If any such Interest Payment Date is not a Business Day, then the Interest Payment Date shall be the immediately preceding Business Day.

- 36 -

The following paragraph, which shall be added after the relevant Business Day Convention, shall be applicable to all Floating Rate Notes The expression "Business Day" shall for the purposes hereof [mean a Payment Business Day in the meaning of § 5.] [if the expression Business Day shall not mean a Payment Business Day insert: mean a day (other than a Saturday or a Sunday) on which both (i) the Clearing System, and (ii) [if the Specified Currency is euro insert: the Trans-European Automated Real-time Gross Settlement Express Transfer payment system (TARGET2-System)] [if the Specified Currency is not euro insert: commercial banks and foreign exchange markets in [insert all relevant financial centres]] settle payments.]

The following § 2(2) shall be applicable to all Notes except for Zero-Coupon Notes (2) The Notes will cease to bear interest at the end of the day preceding the date on which they become due for redemption, even if payment is made later than on the due date determined by the calendar in accordance with § 5([3 / 4]). Should the Issuer for any reason whatsoever fail to provide to the Principal Paying Agent, when due, the necessary funds for the redemption of the Notes, then interest on the outstanding principal amount of such Notes will continue to accrue until the payment of such principal has been effected, however not beyond the fourteenth day after the date on which the necessary funds have been provided to the Principal Paying Agent and notice thereof has been given by publication in accordance with § [12].

The following § 2(3) shall be applicable to all Floating Rate Notes (except for reverse floaters) (3) The interest rate in respect of the Notes for each Interest Period shall be expressed as a rate per annum. It shall be determined for each Interest Period [two / [other number] [on the first]] business day[s] [prior to the commencement] of each Interest Period (the "Interest Determination Date") by the Calculation Agent. A business day in the meaning of this § 2(3) shall be any day [(other than a Saturday or Sunday) on which commercial banks are open for business in [Luxembourg / London / [other city]] / [and] on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment system (TARGET2-System) settles payments].

The following § 2(3) shall be applicable to Floating Rate Notes (reverse floaters) (3) The interest rate in respect of the Notes for each Interest Period shall be expressed as a rate per annum. This rate is equal to [interest rate] less the Reference Interest Rate determined in accordance with paragraph (4) and shall be determined for each Interest Period [two / [other number]] [on the first] business day[s] prior to the commencement of each Interest Period (the "Interest Determination Date") by the Calculation Agent. A business day in the meaning of this § 2(3) shall be any day [(other than a Saturday or Sunday) on which commercial banks are open for business in [Luxembourg / London / [other city]] / [and] on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment system (TARGET2-System) settles payments].

The following § 2(4) and (5) shall be applicable to all Floating Rate Notes (including reverse floaters) (4) [Number]-months [EURIBOR/LIBOR] (the "Reference Interest Rate") is the interest rate expressed as a rate per annum published on screen page [relevant Screen Page] (or any successor page of the aforementioned agency or a screen page of another agency) (the "Screen Page") on the Interest Determination Date at or about [11.00 a. m. / [other time]] ([Brussels / London] time) for deposits in the Issue Currency for the relevant Interest Period [in the case of a short or long first or last Interest Period insert: The Reference Interest Rate of the [short/long] [first/last] Interest Period shall be determined by linear interpolation of the [Number]-months [EURIBOR/LIBOR] and [Number]-months [EURIBOR/LIBOR].]

- 37 - If the Calculation Agent cannot determine the Reference Interest Rate as aforementioned, because the Screen Page is not published, or if the Calculation Agent cannot make such determination for any other reason, then the Reference Interest Rate for the respective Interest Period shall be the arithmetic mean [(rounded, if necessary, to the nearest one thousandth of a percentage point, 0.0005 being rounded upwards) / (rounded, if necessary, to the nearest one hundred thousandth of a percentage point, 0.000005 being rounded upwards)] determined by the Calculation Agent of the interest rates which five reference banks selected by the Calculation Agent in conjunction with the Issuer (the "Reference Banks"), quote to prime banks on the relevant Interest Determination Date for deposits in the Issue Currency for such Interest Period. Should two or more of the Reference Banks provide the relevant quotation, the arithmetic mean shall be calculated as described above on the basis of the quotations supplied. If less than two Reference Banks provide a quotation, then the Reference Interest Rate for the respective Interest Period shall be determined by the Calculation Agent in its reasonable discretion. (5) The Calculation Agent shall notify the Issuer, the Paying Agents, the Clearing System and, if so required by its rules, the stock exchange on which the Notes are listed, without undue delay, but in no event later than the first day of the relevant Interest Period, of the interest rate determined with respect to the relevant Interest Period, the amount payable in respect of each Note 1[and each Coupon] as well as the respective Interest Payment Date. The Calculation Agent shall without delay publish the interest rate, the interest amount payable in respect of each Note and the Interest Payment Date in accordance with § [12] hereof. In the event of an extension or a shortening of the Interest Period, the amount of interest payable and the Interest Payment Date may be subsequently amended, or appropriate alternative arrangements may be made by way of adjustment by the Calculation Agent without a publication being necessary with regard thereto.

The following paragraph shall only be applicable to Notes having a minimum interest rate (•) In the event that the interest rate determined with respect to an Interest Period pursuant to this § 2 is less than [minimum interest rate], the interest rate for such Interest Period shall be [minimum interest rate].

The following paragraph shall only be applicable to Notes having a maximum interest rate (•) In the event that the interest rate determined with respect to an Interest Period pursuant to this § 2 is greater than [maximum interest rate], the interest rate for such Interest Period shall be [maximum interest rate].

The following § 2(1) and (2) shall be applicable to Zero-Coupon Notes (1) The Notes are issued at [percentage] (the "Issue Price") on their respective denomination. There will be no periodic interest payments on the Notes. (2) Should the Issuer for any reason whatsoever fail to provide to the Principal Paying Agent when due the necessary funds for the redemption of the Notes, interest at [Amortisation Yield] per annum (the "Amortisation Yield") on the respective outstanding principal amount of such Notes will continue to accrue until the payment of such principal has been effected, however not beyond the fourteenth day after the date on which the necessary funds have been provided to the Principal Paying Agent and notice thereof has been given by publication in accordance with § [12]. (•) If interest is to be calculated for a period The following paragraph shall only be applicable if "Actual/Actual" is the agreed Day Count Fraction the calculation shall be effected on the basis of the actual number of days elapsed divided by 365 or (if a 29 February falls within the relevant interest determination period) divided by 366.

- 38 - The following paragraph shall only be applicable if "Actual/Actual (ISDA)" is the agreed Day Count Fraction the calculation shall be effected on the basis of the actual number of days in the Interest Period divided by 365 or (if a portion of that Interest Period falls in a leap year, the sum of (i) the actual number of days in that portion of the Interest Period falling in a leap year divided by 366 and (ii) the actual number of days in that portion of the Interest Period falling in a non-leap year divided by 365).

The following paragraph shall only be applicable to Notes with a fixed interest rate if "Actual/Actual (ICMA)" is the agreed Day Count Fraction (a) which is equal to or shorter than an Interest Determination Period, the calculation shall be effected on the basis of the actual number of days elapsed divided by the product of (x) the number of days in the Interest Determination Period and (y) the number of Interest Determination Periods normally ending in any year, (b) which is longer than an Interest Determination Period, the calculation for such period shall be effected on the basis of the sum of (i) the actual number of days elapsed in the Interest Determination Period during which the period, with respect to which interest is to be calculated, begins, divided by the product of (x) the number of days in such Interest Determination Period and (y) the number of Interest Determination Periods normally ending in any year and (ii) the actual number of days elapsed in the next Interest Determination Period divided by the product of (x) the number of days in such Interest Determination Period and (y) the number of Interest Determination Periods normally ending in any year. "Interest Determination Period" means the period from (and including) the preceding Interest Payment Date (or, if none, the Interest Commencement Date) (each as defined in § 2(1)) to (but excluding) the next Interest Payment Date.

The following paragraph shall only be applicable if "Actual/365 (Fixed)" is the agreed Day Count Fraction the calculation shall be effected on the basis of a 365 day year and on the basis of the actual number of days elapsed.

The following paragraph shall only be applicable if "30/360" or "360/360" or "Bond Basis" is the agreed Day Count Fraction the calculation shall be effected on the basis of a 360 day year consisting of 12 months of 30 days each and, in the case of an incomplete month, on the basis of the actual number of days elapsed. If the last day of the calculation period is the 31st day of a month but the first day of the calculation period is a day other than the 30th or the 31st day of a month, the month that includes that last day shall not be considered to be shortened to a 30-day month. If the last day of the calculation period is the last day of the month of February, the month of February shall not be considered to be lengthened to a 30-day month.

The following paragraph shall only be applicable if "30E/360" or "Eurobond Basis" is the agreed Day Count Fraction the calculation shall be effected on the basis of a 360 day year consisting of 12 months of 30 days each and, in the case of an incomplete month, on the basis of the actual number of days elapsed without regard to the date of the first day or last day of the calculation period.

- 39 -

The following paragraph shall only be applicable if "Actual/360" is the agreed Day Count Fraction the calculation shall be effected on the basis of a 360 day year and on the basis of the actual number of days elapsed.

§ 3 Repayment The following paragraph shall apply to all Notes (except for Floating Rate Notes with interest periods, Dual Currency Notes, Indexed, Structured or other Notes, in respect of which the Final Redemption Amount is to be determined by reference to an index and/or formula or an exchange rate) (1) The Notes will be redeemed at [par / [other amount]] (the "Final Redemption Amount") on [Redemption Date] (the "Redemption Date").

The following paragraph shall apply to Floating Rate Notes with interest periods (1) The Notes will be redeemed at [par / [other amount]] (the "Final Redemption Amount") on the Interest Payment Date falling into [month and year] (the "Redemption Date").

The following paragraphs shall apply in the case of Dual Currency Notes, Indexed, Structured or other Notes, as the case may be, in respect of which the Final Redemption Amount is to be determined by reference to an index and/or formula or an exchange rate (1) The Notes will be redeemed at the final redemption amount (the "Final Redemption Amount") on [Redemption Date] (the "Redemption Date"). The Final Redemption Amount shall be determined by the Calculation Agent as follows: [insert applicable provisions]. (2) The Calculation Agent will cause the Final Redemption Amount to be notified to the Issuer, the Fiscal Agent, the Paying Agents, the Clearing System and to the Noteholders in accordance with § [12] and, if required by the rules of any stock exchange on which the Notes are listed, to such stock exchange.

The following paragraph shall only be applicable to Notes with respect to which a minimum Final Redemption Amount applies In the event that the Final Redemption Amount determined pursuant to this § 3 is less than [minimum Final Redemption Amount], the Final Redemption Amount shall be [minimum Final Redemption Amount].

The following paragraph shall only be applicable to Notes with respect to which a maximum Final Redemption Amount applies In the event that the Final Redemption Amount determined pursuant to this § 3 is greater than [maximum Final Redemption Amount], the Final Redemption Amount shall be [maximum Final Redemption Amount].

The following paragraph shall only be applicable to Subordinated Notes with a fixed maturity The Notes will be redeemed at [par / [other amount]] (the "Final Redemption Amount") on [Redemption Date].

- 40 - The following paragraph shall only be applicable to Subordinated Notes with no fixed maturity Unless otherwise agreed by the Commission de Surveillance du Secteur Financier ("CSSF"), the Notes shall be repayable only subject to the Issuer giving a five years' notice in accordance with § [12] hereof.

§ 4 Early Redemption, Repurchase of Notes The following § 4(1) shall be applicable to all Senior Notes with respect to which the Issuer does not have a Call Option (1) Except as provided in § 6, the Issuer shall not be entitled to redeem the Notes prior to the Redemption Date.

The following § 4(2) shall be applicable to all Senior Notes with respect to which the Noteholders do not have a Put Option (2) Except as provided in § 10, the holders of the Notes shall not be entitled to redeem the Notes prior to the Redemption Date.

The following § 4(1) shall be applicable to all Senior Notes with respect to which the Issuer has a Call Option (1) The Issuer shall, in addition to the right to redeem the Notes prior to the Redemption Date in accordance with § 6, have the right upon not less than [number of days] days' [and not more than [number of days] days'] prior notice to be given by publication in accordance with § [12], to redeem the Notes outstanding in whole but not in part on [insert date(s)] ([each an / the] "Issuer Call Date") [at the Early Redemption Amount pursuant to § 4(3).] [in accordance with the following provisions: [Insert applicable provisions]]

The following § 4(2) shall be applicable to all Senior Notes with respect to which the Noteholders have a Put Option

(2) Each holder of Notes shall, in addition to the right to terminate the Notes in accordance with § 10, be entitled upon not less than [number of days] days' prior written notice to the Fiscal Agent, to put his Notes for redemption on [insert date(s)] ([each an / the] "Noteholder Redemption Date") [at the Early Redemption Amount pursuant to § 4(3).] [in accordance with the following provisions: [insert applicable provisions]] 1[The notice of redemption shall be accompanied by the relevant Notes 3[and all unmatured Coupons appertaining thereto]. Until payment of all amounts which become payable in respect of such Notes 3[and Coupons], the relevant Paying Agent shall keep such Notes 3[and Coupons] in custody for the Noteholders.]

The following paragraph (3) shall only be applicable to Senior Fixed and Floating Rate Notes in respect of which the Early Redemption Amount is not to be determined by reference to an index and/or formula or an exchange rate [(3)] If the Notes are called for redemption due to an event having occurred as described in § 6(3) or in § 10, as the case may be, they shall be redeemed at par plus accrued interest (the "Early Redemption Amount").

- 41 - The following paragraph shall be applicable in the case of Senior Notes in respect of which the Final Redemption Amount is to be determined by reference to an index and/or formula or an exchange rate only [(3)] If the Notes are called for redemption due to an event having occurred as described in § 6(3) or in § 10, as the case may be, they shall be redeemed at their early redemption amount (the "Early Redemption Amount") which shall be determined as follows: The Early Redemption Amount shall be [insert applicable provisions]

The following paragraphs shall be applicable in the case of Senior Zero-Coupon Notes only [(3)] If the Notes are called for redemption due to an event having occurred as described in § 6(3) or in § 10, as the case may be, they shall be redeemed at their early redemption amount (the "Early Redemption Amount") which shall be determined as follows: The Early Redemption Amount of the Notes shall be the Amortised Face Amount. The "Amortised Face Amount" shall equal the sum of (i) the Issue Price and (ii) the product of the Issue Price and the Amortisation Yield (compounded annually) applied to the period from (and including) [issue date] to (but excluding) the Repayment Date. If this period is not a whole number of calendar years the calculation shall be made on the basis of the Day Count Fraction (as defined above). The Repayment Date in the meaning of this § 4(3) shall be the earlier of the day with respect to which the Notes are called for early redemption or (as the case may be) the day on which early payment is effected.

The following paragraph shall be applicable to all Senior Notes [(4)] The Issuer may at any time purchase Notes in the market or otherwise. Notes repurchased by or on behalf of the Issuer may be held by the Issuer, re-issued, resold or surrendered to the Fiscal Agent for cancellation.

The following paragraph shall be added in case of all Notes in respect of which the Early Redemption Amount is to be determined by reference to an index and/or formula or an exchange rate (•) The Calculation Agent will cause the Early Redemption Amount to be notified to the Issuer, the Fiscal Agent, the Paying Agents, the Clearing System and to the Noteholders in accordance with § [12] and, if required by the rules of any stock exchange on which the Notes are from time to time listed, to such stock exchange, as soon as possible after their determination.

The following § 4 shall be applicable to Structured or other Notes [Insert applicable provisions]

§ 5 Payments The following § 5(1) shall be applicable to all Notes (except for Dual Currency Notes) (1) The Issuer irrevocably undertakes to pay, as and when due, all amounts payable pursuant to these Terms and Conditions of the Notes in the Specified Currency.

- 42 - The following § 5(1) shall only be applicable to Dual Currency Notes (1) The Issuer irrevocably undertakes to pay, as and when due, all amounts payable pursuant to these Terms and Conditions of the Notes pursuant to the following provisions: [insert applicable provisions].

The following paragraph shall be added to § 5(1) in case of Notes with respect to which TEFRA D applies Payments of interest on Notes represented by a Temporary Global Note shall only be effected upon due certification in accordance with § 1(1).

The following § 5(2) shall only be applicable to Global Notes (2) Payments of all amounts payable pursuant to the Terms and Conditions of the Notes will be made 5[against presentation, and in the case of the last payment, against surrender of the Global Note] to the Fiscal Agent for transfer to the Clearing System or pursuant to the Clearing System's instruction for credit to the relevant accountholders of the Clearing System. Payment to the Clearing System or pursuant to the Clearing System's instruction shall release the Issuer from its payment obligations under the Notes in the amount of such payment.

The following § 5(2) shall be applicable to all Definitive Zero-Coupon Notes (2) Payment shall be made, subject to § 5(3) below, against presentation and surrender of the relevant Note at the office of any Paying Agent outside the United States.

The following § 5(2) shall be applicable to all Definitive Notes (except for Zero-Coupon Notes) (2) Payment of principal shall be made, subject to § 5(3) below, against presentation and surrender of the relevant Note at the office of any Paying Agent outside the United States. Payments of interest in respect of Definitive Notes shall be made, subject to § 5(3) below, against presentation and surrender of the relevant Coupon at the office of any Paying Agent outside the United States.

The following paragraph shall be added to § 5(2) in the case of Definitive Notes with a fixed interest rate Notes due for redemption shall be surrendered together with all unmatured Coupons appertaining thereto. The amount of missing unmatured Coupons will be deducted from the redemption amount unless such indemnity and/or security is granted as the Issuer may require.

The following paragraph shall be added to § 5(2) in the case of Definitive Floating Rate, Dual Currency, Indexed and Structured Notes Notes due for redemption shall be surrendered together with all unmatured Coupons appertaining thereto. All unmatured Coupons shall become void on the Redemption Date.

The following § 5(3) shall only be applicable to Definitive Notes neither denominated nor repayable in Euro, USD or Yen (3) Payments shall be made by a cheque in the Specified Currency drawn on a bank in [country of the Specified Currency], or by transfer to an account in the Specified Currency maintained with a bank in [country of the Specified Currency].

- 43 - The following § 5(3) shall only be applicable to Definitive Notes denominated or repayable in Euro. (3) Payments shall be made by transfer to a Euro-denominated account maintained with a bank in a principal financial centre for the payment of Euro or at the option of the Issuer (in the case of payments within a member state of the European Monetary Union) in cash.

The following § 5(3) shall only be applicable to Definitive Notes denominated or repayable in USD (3) Payments shall be made by a USD-cheque drawn on a US-bank or by transfer to a USD- denominated account maintained with a bank outside the United States.

The following § 5(3) shall only be applicable to Definitive Notes denominated or repayable in Yen (3) Payments shall be made by a Yen-cheque drawn on a Japanese bank or by transfer to a Yen- denominated account (which in the case of a payment to a non-resident of Japan shall be a non- resident account) maintained with a Japanese bank in Tokyo. (•) If any date for payment of 3[interest or] principal in respect of any Note is a day other than a Payment Business Day, payment shall be effected on the next following Payment Business Day. In this case, the relevant Noteholders shall neither be entitled to any payment claim nor to any interest claim or other compensation with respect to such delay. In this § 5([3 / 4]) "Payment Business Day" means a day [on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment system (TARGET2-System) [and / or a day] (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets in [Main Financial Centre of the Specified Currency / Main Financial Centre of other currency] 1[and at the place of presentation]] and the Clearing System settle payments in [Specified Currency].

The following paragraph shall only be applicable to Definitive Notes. (•) Neither the Issuer nor the Paying Agents are obliged to examine the title to any Notes 3[or Coupons] of any person presenting such Notes 3[or Coupons]. (•) Any reference in these Terms and Conditions to principal in respect of the Notes shall include: (a) any Additional Amounts which may be payable with respect to principal pursuant to § 6; [and] (b) the Final Redemption Amount of the Notes at the Redemption Date[.][; and]

The following paragraph shall be applicable to all Senior Notes (except for Zero-Coupon- Notes). (c) the Early Redemption Amount in the case of early redemption of the Notes pursuant to § 6(3) and § 10[.][; and]

The following paragraph shall be applicable in case of Senior Zero-Coupon Notes. (c) the Amortised Face Amount calculated in accordance with § 4(3)[.][; and]

The following paragraph shall be applicable to Subordinated Notes [(c) the Early Redemption Amount in the case of early redemption of the Notes pursuant to § 6(3)[.][; and]]

- 44 - The following paragraph (d) shall be applicable in the case of Notes (except for Zero-Coupon Notes) with a Call and/or Put Option. (d) the Early Redemption Amount in the case of early redemption of the Notes pursuant to § 4. (•) All payments are subject in all cases to any applicable fiscal or other laws, regulations and directives, but without prejudice to the provisions of § 6. No commission or expense shall be charged to the Noteholders 1, 3[and holders of Coupons] in respect of such payments.

§ 6 Taxes (1) All amounts payable under the Notes will be paid without deduction or withholding for or on account of any present or future taxes, duties or governmental charges whatsoever imposed or levied by or on behalf of the Grand Duchy of Luxembourg or any taxing authority therein, unless the Issuer is compelled by a law or other regulation to deduct or withhold such taxes, duties or governmental charges. In that event, the Issuer shall pay such additional amounts (the "Additional Amounts") as may be necessary in order that the net amounts after such deduction or withholding shall equal the amounts that would have been payable if no such deduction or withholding had been made. (2) No Additional Amounts shall be payable pursuant to § 6(1) with respect to taxes, duties or governmental charges (a) for which a Noteholder is liable because of a connection with the Grand Duchy of Luxembourg or another member state of the European Union other than the mere fact of his being the holder of the Notes or the 2, 3[interest claims] 1, 3[the Coupons]; (b) to which the Noteholder would not be subject if he had presented his Notes 1, 3[or Coupons] for payment within 30 days from the due date for payment, or, if the necessary funds were not provided to the Principal Paying Agent or any other Paying Agent appointed pursuant to § 9 (together the "Paying Agents") when due, within 30 days from the date on which such funds are provided to the Paying Agents and a notice to that effect has been published in accordance with § [12]; (c) which would not be payable if the Notes had been kept in safe custody with, and the payments had been collected by, a credit institution; (d) which are deducted or withheld by a Paying Agent, if the payment could have been made by another Paying Agent without such deduction or withholding; or (e) which are deducted or withheld pursuant to (i) any European Union Directive or Regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Grand Duchy of Luxembourg or the European Union is party, or (iii) any provision of law implementing or complying with, or introduced to conform with, such Directive, regulation, treaty or understanding.

The following paragraph (3) shall only be applicable to Senior Notes. (3) If at any future time as a result of a change of the laws applicable in the Grand Duchy of Luxembourg or a change in their official application, the Issuer is required, or at the time of the next succeeding payment due in respect of principal 3[or interest] will be required, to pay Additional Amounts as provided in § 6(1), the Issuer will be entitled, upon not less than 30 days' and not more than 60 days' notice to be given by publication in accordance with § [12], to redeem all Notes at the Early Redemption Amount prior to the Redemption Date.

The following paragraph (3) shall only be applicable to Subordinated Notes. (3) If at any future time as a result of a change of the laws applicable in the Grand Duchy of Luxembourg or a change in their official application, the Issuer is required, or at the time of the next succeeding payment due in respect of principal 3[or interest] will be required, to pay Additional Amounts as provided in § 6(1), the Issuer will be entitled, upon not less than 30 days' and not more than 60 days' notice to be given by publication in accordance with § [12], to redeem all Notes at the

- 45 - Early Redemption Amount prior to the Redemption Date, provided it has obtained the prior consent of the Commission de Surveillance du Secteur Financier. No redemption pursuant to this § 6(3) shall be made more than 30 days prior to the date on which such change of the laws or their official application becomes applicable to the Notes for the first time.

§ 7 Presentation Periods, Prescription The following paragraph shall only be applicable to Senior Notes represented by a Global Note The period for presentation of the Notes (§ 801 paragraph 1 sentence 1 of the German Civil Code) shall be ten years and the period of limitation for claims under the Notes presented during the period for presentation shall be two years calculated from the expiry of the relevant presentation period.

The following paragraphs shall only be applicable to Senior Notes represented by Definitive Notes. The period for presentation of the Notes (§ 801 paragraph 1 sentence 1 of the German Civil Code) shall be ten years 3[, the period for presentation of Coupons shall be four years calculated from the end of the calendar year during which the respective Coupon was due]. The period of limitation for claims under the Notes 3[and Coupons] presented during the period for presentation shall be two years calculated from the expiry of the relevant presentation period.

The following paragraph shall only be applicable to Subordinated Notes. The Notes will become void unless presented for payment within a period of 10 years (in the case of principal) and 5 years (in the case of interest) calculated from the date on which the principal and/or the interest was due.

§ 8 Status The following paragraph shall only be applicable to Senior Notes. The obligations under the Notes 1, 3[and Coupons] constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer and rank at least pari passu with all other unsecured and unsubordinated obligations of the Issuer (save for such exceptions as may exist from time to time under applicable law).

The following paragraphs shall only be applicable to Subordinated Notes. (1) The obligations under the Notes [and Coupons] constitute direct, unsecured and subordinated obligations of the Issuer and will at all times rank pari passu and without preference among themselves. The payment obligations of the Issuer under the Notes shall at all times rank equally with all other Senior Subordinated Obligations (as defined below) of the Issuer.

(2) In the event the Issuer shall be subject to liquidation proceedings (liquidation), the rights of the Noteholders shall rank ahead of (i) those persons whose claims are in respect of any class of equity (including preference shares) of the Issuer and (ii) creditors whose claims are in respect of any obligations of the Issuer that rank or are expressed to rank (whether only in the winding up of the Issuer or otherwise) junior to Senior Subordinated Obligations, but shall be subordinated to the claims of all Senior Creditors (as defined below):

- 46 - (3) Except in the case of the liquidation of the Issuer, the obligations under the Notes [and Coupons] shall neither at the request of the Issuer nor at the request of the Noteholders, become repayable before the Redemption Date, unless the Commission de Surveillance du Secteur Financier has given its prior consent. In this § 8: "Senior Creditors" means all creditors of the Issuer who are cash depositors or other general, unsubordinated creditors; and "Senior Subordinated Obligations" means all indebtedness and monetary obligations of the Issuer present and future that rank or are expressed to rank junior in right of payment (whether only in the event of the winding up of the Issuer or otherwise) to the claims of Senior Creditors but that are not subordinated so as to rank in point of subordination junior to any other obligations of the Issuer.

§ 9 Agents (1) [Deutsche Bank Aktiengesellschaft / [other bank]] shall be Fiscal Agent. (2) [Deutsche Bank Aktiengesellschaft / [other bank]] shall be Principal Paying Agent. (3) [Deutsche Bank Luxembourg S. A. / [other bank]] shall be Luxembourg Paying Agent.

The following paragraph shall only be applicable to Floating Rate Notes, Indexed Notes or other Structured Notes [(3)] [Deutsche Bank Aktiengesellschaft / [other bank]] shall be Calculation Agent. [(•)] The Fiscal Agent, Principal Paying Agent[,] [Luxembourg Paying Agent][,] [and] [Paying Agent[s]] [and the Calculation Agent] (together the "Agents") and their respective initial specified offices are: Fiscal Agent: Deutsche Bank Aktiengesellschaft Trust & Securities Services Große Gallusstraße 10-14 60272 Frankfurt am Main Germany Principal Paying Agent: Deutsche Bank Aktiengesellschaft Trust & Securities Services Große Gallusstraße 10-14 60272 Frankfurt am Main Germany [Luxembourg Paying Agent: [Deutsche Bank Luxembourg S. A. 2, Boulevard Konrad Adenauer L-1115 Luxembourg]] [Paying Agent[s]: [insert other Paying Agents and specified offices]]

[Calculation Agent: Deutsche Bank Aktiengesellschaft Trust & Securities Services Große Gallusstraße 10-14 60272 Frankfurt am Main Germany]

- 47 - The following paragraph shall be added to § 9 in the case of Notes listed on a stock exchange requiring a local Paying Agent. [(•)] The Issuer shall procure that as long as Notes are listed on the [stock exchange] there will at all times be a Paying Agent in [city].]

The following paragraph shall be added to § 9 if any Calculation Agent is to be appointed. [(•)] The Issuer shall procure that as long as interest rates have to be determined or other determinations have to be made in accordance with these Terms and Conditions of the Notes there shall at all times be a Calculation Agent. The Issuer reserves the right at any time to terminate the appointment of the Calculation Agent. In the event of such termination or of the appointed office of any such bank being unable or unwilling to continue to act as Calculation Agent (as the case may be) the Issuer shall appoint an appropriate office of another leading bank to act as Calculation Agent. The appointment of another Calculation Agent shall be published without delay by the Issuer in accordance with § [12]. [(•)] Each Agent shall be held responsible for giving, failing to give, or accepting a declaration, or for acting or failing to act, only if, and insofar as, it fails to act with the diligence of a conscientious businessman. All determinations and calculations made by any Agent shall, in the absence of manifest error, be conclusive in all respects and binding upon the Issuer and all Noteholders. [(•)] Each Agent acting in its respective capacity, acts only as agent of the Issuer. There is no agency or fiduciary relationship between any Agent and the Noteholders. The Agents are hereby granted exemption from the restrictions of § 181 of the German Civil Code and any similar restrictions of the applicable laws of any other country.

§ 10 Termination The following shall only be applicable to Senior Notes (1) Each Noteholder is entitled to declare his Notes due and to require the redemption of his Notes at the Early Redemption Amount pursuant to § 4(3) as provided hereinafter, if: (a) the Issuer is in default for more than 30 days in the payment of principal 3[or interest]; (b) the Issuer violates any other obligation under these Terms and Conditions of the Notes, and such violation continues for 60 days after receipt of written notice thereof from the respective Noteholder; (c) the Issuer is wound up or dissolved whether by a resolution of the shareholders or otherwise (except in connection with a merger or reorganisation in such a way that all of the assets and liabilities of the Issuer pass to another legal person in universal succession by operation of law); (d) the Issuer ceases its payments and this continues for 60 days, or admits to be unable to pay its debts; [or] (e) any insolvency, composition or other proceedings for the avoidance of the institution of insolvency proceedings over or similar proceedings against the assets of the Issuer are instituted against the Issuer which shall not have been dismissed or stayed within 60 days after their institution or the Issuer applies for the institution of such proceedings, or offers or makes an arrangement for the benefit of its creditors[.] [; or] (f) in the case of a substitution of the Issuer within the meaning of § [11](4)(b) any of the events set forth in § 10(1)(c) to (e) above occurs in respect of the Guarantor. The right to declare Notes due shall terminate if the circumstances giving rise to it have been remedied before such right is exercised.

(2) The right to declare Notes due pursuant to § 10(1) shall be exercised by a Noteholder by delivering or sending by registered mail to the Fiscal Agent a written notice which shall state the principal amount of the Notes called for redemption and shall enclose evidence of ownership therein reasonably satisfactory to the Fiscal Agent.

- 48 - The following shall only be applicable to Subordinated Notes. (1) Each Noteholder may give written notice to the Agent at its specified office that such Note is due and payable, whereupon the same shall become forthwith due and payable at the Early Redemption Amount (as defined in § 4), together with accrued interest (if any) to the date of repayment, without presentation, demand, protest or other notice of any kind, if a judgment is made or an effective resolution is passed for the dissolution (dissolution) and liquidation (liquidation) of the Issuer. (2) If the Issuer is in default for more than 30 days in the payment of principal or interest due in respect of any of the Notes on such date, any Noteholder may ask the relevant authorities to institute proceedings in Luxembourg (but not elsewhere) in accordance with Part IV of the Luxembourg Act of 5 April 1993 relating to the financial sector (as amended) (loi du 5 avril 1993 relative au secteur financier, telle qu'elle a été modifiée) for the dissolution (dissolution) and liquidation (liquidation) of the Issuer. Subject to such request from a Noteholder as described in this § 10(2), a Noteholder shall not be able to take proceedings for the dissolution (dissolution) and liquidation (liquidation) of the Issuer. (3) To the extent permitted by applicable law and by these Conditions, a Noteholder may at its discretion institute such proceedings against the Issuer as it may think fit to enforce any obligation, condition, undertaking or provision binding on the Issuer under the Notes [and/or the Coupons] but the institution of such proceedings shall not have the effect that the Issuer shall be obliged to pay a sum or sums sooner than would otherwise have been payable by it. (4) No remedy against the Issuer other than the institution of the proceedings referred to in this § 10(2) or (3) and the proving or claiming in any dissolution and liquidation of the Issuer, shall be available to any Noteholder [or the holders of Coupons] whether for the recovery of amounts owing in respect of the Notes [or the Coupons] or in respect of any breach by the Issuer of any other obligation, condition or provision binding on it under the Notes [or the Coupons].

§ [11] Substitution of Issuer The following paragraph §[11] (1) shall be applicable only to Senior Notes (1) Any other company may assume at any time during the life of the Notes, subject to § [11](4), without the Noteholders' consent upon notice by the Issuer given through publication in accordance with § [12], all the obligations of the Issuer under these Terms and Conditions of the Notes, provided that no payment in respect of the Notes [and the Coupons] is at the relevant time overdue, no steps have been taken to admit the Issuer to a regime of suspension of payments (sursis de paiement) and (except in the case of a solvent reorganisation or amalgamation) no judgment has been rendered or an effective voluntary resolution has been passed for the dissolution (dissolution) and liquidation (liquidation) of the Issuer.

The following paragraph §[11] (1) shall be applicable only to Subordinated Notes (1) Any other company may assume at any time during the life of the Notes, subject to § [11](4), upon notice by the Issuer given through publication in accordance with § [12], all the obligations of the Issuer under these Terms and Conditions of the Notes, without the Noteholders' consent, but with the prior authorisation of the Commission de Surveillance du Secteur Financier and provided that no payment in respect of the Notes [and the Coupons] is at the relevant time overdue, no steps have been taken to admit the Issuer to a regime of suspension of payments (sursis de paiement) and (except in the case of a solvent reorganisation or amalgamation) no judgment has been rendered or an effective voluntary resolution has been passed for the dissolution (dissolution) and liquidation (liquidation) of the Issuer. (2) Upon any such substitution, such substitute company (hereinafter called the "New Issuer") shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under these Terms and Conditions of the Notes with the same effect as if the New Issuer had been named as the Issuer herein; the Issuer (and, in the case of a repeated application of this § [11], each previous New Issuer) shall be released from its obligations hereunder and from its liability as obligor under the Notes 1, 3[and Coupons].

- 49 - (3) In the event of such substitution, any reference in these Terms and Conditions of the Notes (except for this § [11]) to the "Issuer" shall from then on be deemed to refer to the New Issuer and any reference to (the Grand Duchy of) Luxembourg shall be deemed to refer to the country of the corporate seat of the New Issuer and the country under the laws of which it is organised. (4) No such assumption shall be permitted unless (a) the New Issuer has agreed to indemnify and hold harmless each Noteholder against any tax, duty, assessment or governmental charge imposed on such Noteholder in respect of such substitution;

The following § 11(4)(b) shall be applicable only to Senior Notes (b) the Issuer (in this capacity referred to as the "Guarantor") has unconditionally and irrevocably guaranteed to the Noteholders compliance by the New Issuer with all payment obligations assumed by it under guarantee terms usually given by the Guarantor with respect to [note issues by any of its finance companies] and the text of this guarantee has been published in accordance with § [12]; and

The following § 11(4)(b) shall be applicable only to Subordinated Notes (b) (i) the Issuer (in this capacity referred to as the "Guarantor") has unconditionally and irrevocably guaranteed to the Noteholders compliance by the New Issuer with all payment obligations assumed by it under guarantee terms usually given by the Guarantor with respect to [note issues by any of its finance companies], (ii) the claims of the Noteholders 1, 3[and the holders of Coupons] under this guarantee shall be subordinated to the same extent (but not further) as the claims of the Noteholders 1, 3[and holders of Coupons] under the Notes 1, 3[and the Coupons] prior to the substitution, and (iii) the text of this guarantee has been published in accordance with § [12]; (c) the New Issuer and the Guarantor have obtained all governmental authorisations, approvals, consents and permissions necessary in the jurisdictions in which the Guarantor and/or the New Issuer are domiciled or the country under the laws of which they are organised[.] [;and] The following § 11(4)(d) shall only be applicable to Subordinated Notes (d) the sole purpose of the New Issuer is to raise funds to be used by Erste Europäische Pfandbrief- und Kommunalkreditbank Aktiengesellschaft in Luxemburg in their usual business. (5) Upon any substitution of the Issuer for a New Issuer, this § [11] shall apply again.

§ [12] Notices The following § 12(1) shall only be applicable to Notes which are listed on the official list of the Luxembourg Stock Exchange (1) [Notices relating to the Notes shall be published in a leading daily newspaper of general circulation in Luxembourg (this newspaper is expected to be the [[Luxemburger Wort] / [other newspaper]]).] [Notices relating to the Notes shall be published on the website of the Luxembourg Stock Exchange (www.bourse.lu).] A notice shall be deemed to be effected on the day of its publication (or in the case of more than one publication on the day of the first publication).

The following § 12(1) shall only be applicable to Notes which are listed on a different stock exchange (1) Notices shall be made in accordance with the rules of the stock exchange on which the Notes are listed.

- 50 - The following § 12(2) shall be applicable to all Notes listed on a stock exchange (2) The Issuer shall also be entitled to make notices to the Clearing System for communication by the Clearing System to the Noteholders or directly to the Noteholders provided this complies with the rules of the stock exchange on which the Notes are listed. Notices to the Clearing System shall be deemed to be effected seven days after the notification to the Clearing System, direct notices to the Noteholders shall be deemed to be effected upon their receipt.

The following paragraph shall only be applicable to Floating Rate Notes which are listed on the official list of the Luxembourg Stock Exchange Notices relating to the Notes in respect of the interest rate, the interest amount payable in respect of each Note and the Interest Payment Date shall be made in accordance with this § 12(2).

The following § 12(3) shall be applicable to all Notes listed on a stock exchange (3) The text of any publication to be made in accordance with this § [12] shall also be available at the Paying Agents appointed at the place of the relevant stock exchange.

The following paragraph shall only be applicable to Notes which are not listed on a stock exchange Notices relating to the Notes shall be made to the Clearing System for communication by the Clearing System to the Noteholders or directly to the Noteholders. Notices via the Clearing System shall be deemed to be effected seven days after the notice to the Clearing System, direct notices to the Noteholders shall be deemed to be effected upon their receipt.

§ [13] Final Clauses The following paragraphs shall only be applicable to Senior Notes (1) The form and content of the Notes 1, 3[and Coupons] and the rights and obligations of the Noteholders, the Issuer, the Calculation Agent und the Paying Agents shall in all respects be governed by the laws of the Federal Republic of Germany. The application of articles 86 to 94-8 of the Luxembourg law on commercial companies of 10 August 1915 as amended shall be excluded. (2) Non-exclusive place of jurisdiction shall be Frankfurt am Main, Federal Republic of Germany. The Issuer hereby expressly submits to the jurisdiction of the courts of the Federal Republic of Germany. The Noteholders, however, are entitled at their option to pursue their claims also before any competent court in the Grand Duchy of Luxembourg. In any such courts the laws of the Federal Republic of Germany shall likewise be applied. (3) Should any provision of these Terms and Conditions of the Notes be or become void in whole or in part, the other provisions shall remain in force. Void provisions shall be replaced in accordance with the meaning and purpose of these Terms and Conditions of the Notes. (4) The courts of the Federal Republic of Germany shall have exclusive jurisdiction over the annulment of lost or destroyed Notes 3[or Coupons].

The following paragraphs shall only be applicable to Subordinated Notes (1) The form and content of the Notes 1, 3[and Coupons] shall in all respects be governed by the laws of the Grand Duchy of Luxembourg. (2) Place of jurisdiction shall be the City of Luxembourg. The Issuer hereby expressly submits to the jurisdiction of the courts of the City of Luxembourg.

- 51 - Part II: Programme Terms and Conditions of the Lettres de Gage

The following terms and conditions of the Lettres de Gage apply to the [in the case of Lettres de Gage hypothécaires insert: Lettres de Gage hypothécaires] [in the case of Lettres de Gage publiques insert: Lettres de Gage publiques] [in the case of Lettres de Gage mobilières insert: Lettres de Gage mobilières] issued as Series No. [No.] under the Euro 7,500,000,000 Debt Issuance Programme of Erste Europäische Pfandbrief- und Kommunalkreditbank Aktiengesellschaft in Luxemburg, 25, rue Edward Steichen, L-2540 Luxembourg (the "Programme").

The following paragraph shall only apply to Supplemented Terms These Programme Terms and Conditions of the Lettres de Gage shall be supplemented and modified by the terms of the relevant final terms (the "Final Terms"). If the provisions of these Programme Terms and Conditions of the Lettres de Gage as supplemented and modified by the Final Terms deviate from the provisions of the Final Terms, the provisions of the Final Terms shall prevail. The Final Terms shall be available at the Fiscal Agent and, as long as the Lettres de Gage are listed on a stock exchange, at each Paying Agent appointed at the place of the relevant stock exchange.

§ 1 Form (1) This Series of [in the case of Lettres de Gage hypothécaires insert: Lettres de Gage hypothécaires] [in the case of Lettres de Gage publiques insert: Lettres de Gage publiques] [in the case of Lettres de Gage mobilières insert: Lettres de Gage mobilières] (the "Lettres de Gage") of Erste Europäische Pfandbrief- und Kommunalkreditbank Aktiengesellschaft in Luxemburg (the "Issuer") is being issued in [Specified Currency] (the "Specified Currency") in the aggregate principal amount of [aggregate principal amount] (in words: ([Specified Currency, aggregate principal amount]) in the denominations of [Specified Currency] [Denomination] each (the "Denominations"). (2) The Lettres de Gage are being issued in bearer form. The following § 1(3) and (4) shall only be applicable to Lettres de Gage with respect to which TEFRA C applies or to which TEFRA is not applicable (3) The Lettres de Gage will be represented by a permanent global bearer note (the "Global Note") without interest coupons. 5[The Global Note shall be deposited with [[depositary] as common depositary for Clearstream Banking, société anonyme, Luxembourg ("CBL") and Euroclear Bank SA/NV ("Euroclear")] / [other clearing system]] ([together] the "Clearing System").] 4[The Global Note shall be deposited with [●] as common safekeeper (the "Common Safekeeper") on behalf of Clearstream Banking, société anonyme, Luxembourg ("CBL") / Euroclear Bank SA/NV ("Euroclear", CBL and Euroclear, together the "ICSDs", respectively the "Clearing System").] (4) The Global Note shall only be valid if it bears the hand-written or facsimile signatures of two directors of the Issuer and the special auditor appointed by the Commission de Surveillance du Secteur Financier ("CSSF") and the hand-written or facsimile control signature of a person instructed by the Fiscal Agent 4[and if it is executed by authorised representatives of the Common Safekeeper].

The following § 1(3) and (4) shall be applicable to Lettres de Gage with respect to which TEFRA D applies (3) The Lettres de Gage will initially be represented by a temporary global bearer note (the "Temporary Global Note") without interest coupons, which will be exchanged not earlier than 40 days after their issue date against a permanent global bearer note (the "Permanent Global Note"; the Temporary Global Note and the Permanent Global Note hereinafter together, the "Global Note") without interest coupons. The Temporary Global Note and the Permanent Global Note shall be deposited with [[depositary] as common depositary for Clearstream Banking, société anonyme, Luxembourg ("CBL") and Euroclear Bank SA/NV ("Euroclear")] / [other international clearing system]] ([together] the "Clearing System"). ] 4[The Temporary Global Note and the Permanent Global Note

- 52 - shall be deposited with [●] as common safekeeper (the "Common Safekeeper") on behalf of Clearstream Banking, société anonyme, Luxembourg ("CBL") and Euroclear Bank SA/NV ("Euroclear", CBL and Euroclear, together the "ICSDs", respectively the "Clearing System").] The exchange shall only be made upon certification to the effect that, subject to certain exceptions, the beneficial owner or owners of the Lettres de Gage represented by the Temporary Global Note are not U. S. persons. The Issuer shall instruct the ICSDs to make the appropriate entries in their records to reflect such exchange. (4) The Temporary Global Note and the Permanent Global Note shall only be valid if they bear the hand-written or facsimile signatures of two directors of the Issuer and the special auditor appointed by the Commission de Surveillance du Secteur Financier ("CSSF") and the hand-written or facsimile control signature of a person instructed by the Fiscal Agent 4[and if they are executed by authorised representatives of the Common Safekeeper]. (5) Definitive Lettres de Gage and interest coupons will not be issued and the right of the Noteholders to request the issue and delivery of definitive Lettres de Gage shall be excluded. The Noteholders shall receive co-ownership participations or rights in the Global Note which are transferable in accordance with applicable law and the rules and regulations of the Clearing System. (6) The term "Noteholder" in these Terms and Conditions of the Lettres de Gage refers to the holder of a co-ownership participation or right in the Global Note. (7) The Issuer reserves the right to issue from time to time without the consent of the Noteholders additional Lettres de Gage with substantially identical terms, so that the same shall be consolidated to form a single Series of Lettres de Gage and increase the aggregate principal amount of the Lettres de Gage. The term "Lettres de Gage" shall, in the event of such consolidation, also comprise such additionally issued Lettres de Gage. The following paragraph (8) shall only be applicable to Lettres de Gage represented by a Global Note issued in new global note form (8) The nominal amount of Lettres de Gage represented by the Global Note shall be the aggregate amount from time to time entered in the records of both ICSDs. The records of the ICSDs (which expression means the records that each ICSD holds for its customers which reflect the amount of such customer’s interest in the Lettres de Gage) shall be conclusive evidence of the nominal amount of Lettres de Gage represented by the Global Note and, for these purposes, a statement issued by an ICSD stating the nominal amount of Lettres de Gage so represented at any time shall be conclusive evidence of the records of the relevant ICSD at that time. On any redemption or payment of principal or interest being made in respect of, or purchase and cancellation of, any of the Lettres de Gage represented by the Global Note, the Issuer shall procure that details of such redemption, payment or purchase and cancellation (as the case may be) in respect of the Global Note shall be entered pro rata in the records of the ICSDs and, upon any such entry being made, the nominal amount of the Notes recorded in the records of the ICSDs and represented by the Global Note shall be reduced by the aggregate nominal amount of the Lettres de Gage so redeemed or purchased and cancelled or by the aggregate amount of such principal so paid. The same shall apply to any substitution of the Issuer in accordance with § 11 of these Terms and Conditions. On an exchange of a portion only of the Lettres de Gage represented by a Temporary Global Note, the Issuer shall procure that details of such exchange shall be entered pro rata in the records of the ICSDs.

§ 2 Interest The following § 2(1) shall only be applicable to Lettres de Gage with a fixed interest rate (including Step-up / Step-down Lettres de Gage ) (1) The Lettres de Gage bear interest at a rate of [interest rate] as from [Interest Commencement Date] (the "Interest Commencement Date") (inclusive) until [date] (exclusive) and as from [date] (inclusive) [insert applicable provisions]. Interest is payable [annually / semi-annually / quarterly] in arrear on [Interest Payment Date(s)] [of each year] ([the / each an] "Interest Payment Date").

- 53 - The first interest payment shall be due on [first Interest Payment Date] [(first [long/short] coupon)].

The following paragraphs shall apply in the case of Dual Currency Lettres de Gage, Indexed, Structured or other Lettres de Gage in respect of which the interest rate or interest amount is to be determined by reference to an index and/or formula or an exchange rate (•) The Lettres de Gage bear interest pursuant to the following provisions. The [interest rate / interest amount] shall be determined by the Calculation Agent as follows: [insert applicable provisions]. (•) The Calculation Agent shall notify the Issuer, the Paying Agents, the Clearing System and, if so required by its rules, the stock exchange on which the Lettres de Gage are listed, without delay of the interest rate determined with respect to the relevant Interest Period, the amount payable in respect of each Lettres de Gage as well as the respective Interest Payment Date. The Calculation Agent shall without delay publish the interest rate, the interest amount payable in respect of each Lettres de Gage and the Interest Payment Date in accordance with § 10 hereof.

The following § 2(1) shall only be applicable to Floating Rate Lettres de Gage (1) The Lettres de Gage bear interest at a rate of [Reference Interest Rate][plus/minus][Margin] determined in accordance with paragraph (4) as from [Interest Commencement Date] (inclusive) (the "Interest Commencement Date") up to the first Interest Payment Date (exclusive) and thereafter as from any Interest Payment Date (inclusive) up to the next following Interest Payment Date (exclusive) (each such period being an "Interest Period"). Interest is payable in arrear for each Interest Period on the relevant Interest Payment Date.

The following paragraph shall be added to § 2(1) in the case of interest periods and no fixed Interest Payment Dates Subject to the following paragraph and to paragraph (2), "Interest Payment Date" means each date which falls [3 months / 6 months / [other interest period]] after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date of the Lettres de Gage [in the case of a short or long first or last Interest Period insert: except for the [short/long] [first/last] Interest Period commencing on the [Interest Commencement Date/[date]] (inclusive) until [date] (exclusive).]

- 54 - The following paragraph shall be added to § 2(1) in the case of fixed Interest Payment Dates if the Modified Following Business Day Convention applies (unadjusted last Interest Payment Date) If any such Interest Payment Date (except for the last Interest Payment Date) is not a Business Day, then such Interest Payment Date shall be postponed to the next day that is a Business Day unless it would thereby fall into the next calendar month, in which event the Interest Payment Date shall be the immediately preceding Business Day.

The following paragraph, which shall be added after the relevant Business Day Convention, shall be applicable to all Floating Rate Lettres de Gage The expression "Business Day" shall for the purposes hereof [mean a Payment Business Day in the meaning of § 5.] [if the expression Business Day shall not mean a Payment Business Day insert: mean a day (other than a Saturday or a Sunday) on which both (i) the Clearing System, and (ii) [if the Specified Currency is euro insert: the Trans-European Automated Real-time Gross Settlement Express Transfer payment system (TARGET2-System)] [if the Specified Currency is not euro insert: commercial banks and foreign exchange markets in [insert all relevant financial centres]] settle payments.]

The following § 2(2) shall be applicable to all Lettres de Gage except for Zero-Coupon Lettres de Gage (2) The Lettres de Gage will cease to bear interest at the end of the day preceding the date on which they become due for redemption, even if payment is made later than on the due date determined by the calendar in accordance with § 5([3 / 4]). Should the Issuer for any reason whatsoever fail to provide to the Principal Paying Agent, when due, the necessary funds for the redemption of the Lettres de Gage, then interest on the outstanding principal amount of such Lettres de Gage will continue to accrue until the payment of such principal has been effected, however not beyond the fourteenth day after the date on which the necessary funds have been provided to the Principal Paying Agent and notice thereof has been given by publication in accordance with § 10.

The following § 2(3) shall be applicable to all Floating Rate Lettres de Gage (except for reverse floaters) (3) The interest rate in respect of the Lettres de Gage for each Interest Period shall be expressed as a rate per annum. It shall be determined for each Interest Period [two / [other number] [on the first]] business day[s] [prior to the commencement] of each Interest Period (the "Interest Determination Date") by the Calculation Agent. A business day in the meaning of this § 2(3) shall be any day [(other than a Saturday or Sunday) on which commercial banks are open for business in [Luxembourg / London / [other city]] / [and] on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment system (TARGET2-System) settles payments].

- 55 -

The following § 2(3) shall be applicable to Floating Rate Lettres de Gage (reverse floaters) (3) The interest rate in respect of the Lettres de Gage for each Interest Period shall be expressed as a rate per annum. This rate is equal to [interest rate] less the Reference Interest Rate determined in accordance with paragraph (4) and shall be determined for each Interest Period [two / [other number]] [on the first] business day[s] prior to the commencement of each Interest Period (the "Interest Determination Date") by the Calculation Agent. A business day in the meaning of this § 2(3) shall be any day [(other than a Saturday or Sunday) on which commercial banks are open for business in [Luxembourg / London / [other city]] / [and] on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment system (TARGET2-System) settles payments].

The following § 2(4) and (5) shall be applicable to all Floating Rate Lettres de Gage (including reverse floaters) (4) [Number]-months [EURIBOR/LIBOR] (the "Reference Interest Rate") is the interest rate expressed as a rate per annum published on screen page [relevant Screen Page] (or any successor page of the aforementioned agency or a screen page of another agency) (the "Screen Page") on the Interest Determination Date at or about [11.00 a. m. / [other time]] ([Brussels / London] time) for deposits in the Issue Currency for the relevant Interest Period [in the case of a short or long first or last Interest Period insert: The Reference Interest Rate of the [short/long] [first/last] Interest Period shall be determined by linear interpolation of the [Number]-months [EURIBOR/LIBOR] and [Number]-months [EURIBOR/LIBOR].] If the Calculation Agent cannot determine the Reference Interest Rate as aforementioned, because the Screen Page is not published, or if the Calculation Agent cannot make such determination for any other reason, then the Reference Interest Rate for the respective Interest Period shall be the arithmetic mean [(rounded, if necessary, to the nearest one thousandth of a percentage point, 0.0005 being rounded upwards) / (rounded, if necessary, to the nearest one hundred thousandth of a percentage point, 0.000005 being rounded upwards)] determined by the Calculation Agent of the interest rates which five reference banks selected by the Calculation Agent in conjunction with the Issuer (the "Reference Banks"), quote to prime banks on the relevant Interest Determination Date for deposits in the Issue Currency for such Interest Period. Should two or more of the Reference Banks provide the relevant quotation, the arithmetic mean shall be calculated as described above on the basis of the quotations supplied. If less than two Reference Banks provide a quotation, then the Reference Interest Rate for the respective Interest Period shall be determined by the Calculation Agent in its reasonable discretion. (5) The Calculation Agent shall notify the Issuer, the Paying Agents, the Clearing System and, if so required by its rules, the stock exchange on which the Lettres de Gage are listed, without undue delay, but in no event later than the first day of the relevant Interest Period, of the interest rate determined with respect to the relevant Interest Period, the amount payable in respect of each Lettre de Gage as well as the respective Interest Payment Date. The Calculation Agent shall without delay publish the interest rate, the interest amount payable in respect of each Lettre de Gage and the Interest Payment Date in accordance with § 10 hereof. In the event of an extension or a shortening of the Interest Period, the amount of interest payable and the Interest Payment Date may be subsequently amended, or appropriate alternative arrangements may be made by way of adjustment by the Calculation Agent without a publication being necessary with regard thereto.

The following paragraph shall only be applicable to Lettres de Gage having a minimum interest rate (•) In the event that the interest rate determined with respect to an Interest Period pursuant to this § 2 is less than [minimum interest rate], the interest rate for such Interest Period shall be [minimum interest rate].

- 56 - The following paragraph shall only be applicable to Lettres de Gage having a maximum interest rate

(•) In the event that the interest rate determined with respect to an Interest Period pursuant to this § 2 is greater than [maximum interest rate], the interest rate for such Interest Period shall be [maximum interest rate].

The following § 2(1) and (2) shall be applicable to Zero-Coupon Lettres de Gage (1) The Lettres de Gage are issued at [percentage] (the "Issue Price") on their respective denomination. There will be no periodic interest payments on the Lettres de Gage. (2) Should the Issuer for any reason whatsoever fail to provide to the Principal Paying Agent when due the necessary funds for the redemption of the Lettres de Gage, interest at [Amortisation Yield] per annum (the "Amortisation Yield") on the respective outstanding principal amount of such Lettres de Gage will continue to accrue until the payment of such principal has been effected, however not beyond the fourteenth day after the date on which the necessary funds have been provided to the Principal Paying Agent and notice thereof has been given by publication in accordance with § 10. (•) If interest is to be calculated for a period The following paragraph shall only be applicable if "Actual/Actual" is the agreed Day Count Fraction the calculation shall be effected on the basis of the actual number of days elapsed divided by 365 or (if a 29 February falls within the relevant interest determination period) divided by 366.

The following paragraph shall only be applicable if "Actual/Actual (ISDA)" is the agreed Day Count Fraction the calculation shall be effected on the basis of the actual number of days in the Interest Period divided by 365 or (if a portion of that Interest Period falls in a leap year, the sum of (i) the actual number of days in that portion of the Interest Period falling in a leap year divided by 366 and (ii) the actual number of days in that portion of the Interest Period falling in a non-leap year divided by 365).

The following paragraph shall only be applicable to Lettres de Gage with a fixed interest rate if "Actual/Actual (ICMA)" is the agreed Day Count Fraction (a) which is equal to or shorter than an Interest Determination Period, the calculation shall be effected on the basis of the actual number of days elapsed divided by the product of (x) the number of days in the Interest Determination Period and (y) the number of Interest Determination Periods normally ending in any year, (b) which is longer than an Interest Determination Period, the calculation for such period shall be effected on the basis of the sum of (i) the actual number of days elapsed in the Interest Determination Period during which the period, with respect to which interest is to be calculated, begins, divided by the product of (x) the number of days in such Interest Determination Period and (y) the number of Interest Determination Periods normally ending in any year and (ii) the actual number of days elapsed in the next Interest Determination Period divided by the product of (x) the number of days in such Interest Determination Period and (y) the number of Interest Determination Periods normally ending in any year. "Interest Determination Period" means the period from (and including) the preceding Interest Payment Date (or, if none, the Interest Commencement Date) (each as defined in § 2(1)) to (but excluding) the next Interest Payment Date.

- 57 - The following paragraph shall only be applicable if "Actual/365 (Fixed)" is the agreed Day Count Fraction the calculation shall be effected on the basis of a 365 day year and on the basis of the actual number of days elapsed.

§ 3 Repayment The following paragraph shall apply to all Lettres de Gage (except for Floating Rate Lettres de Gage with interest periods, Dual Currency Lettres de Gage, Indexed, Structured or other Lettres de Gage, in respect of which the Final Redemption Amount is to be determined by reference to an index and/or formula or an exchange rate) [(1)] The Lettres de Gage will be redeemed at [par / [other amount]] (the "Final Redemption Amount") on [Redemption Date] (the "Redemption Date").

The following paragraph shall apply to Floating Rate Lettres de Gage with interest periods [(1)] The Lettres de Gage will be redeemed at [par / [other amount]] (the "Final Redemption Amount") on the Interest Payment Date falling into [month and year] (the "Redemption Date").

The following paragraphs shall apply in the case of Dual Currency Lettres de Gage, Indexed, Structured or other Lettres de Gage, as the case may be, in respect of which the Final Redemption Amount is to be determined by reference to an index and/or formula or an exchange rate [(1)] The Lettres de Gage will be redeemed at the final redemption amount (the "Final Redemption Amount") on [Redemption Date] (the "Redemption Date"). The Final Redemption Amount shall be determined by the Calculation Agent as follows: [insert applicable provisions]. [(2)] The Calculation Agent will cause the Final Redemption Amount to be notified to the Issuer, the Fiscal Agent, the Paying Agents, the Clearing System and to the Noteholders in accordance

- 58 - with § 10 and, if required by the rules of any stock exchange on which the Lettres de Gage are listed, to such stock exchange.

The following paragraph shall only be applicable to Lettres de Gage with respect to which a minimum Final Redemption Amount applies In the event that the Final Redemption Amount determined pursuant to this § 3 is less than [minimum Final Redemption Amount], the Final Redemption Amount shall be [minimum Final Redemption Amount].

The following paragraph shall only be applicable to Lettres de Gage with respect to which a maximum Final Redemption Amount applies In the event that the Final Redemption Amount determined pursuant to this § 3 is greater than [maximum Final Redemption Amount], the Final Redemption Amount shall be [maximum Final Redemption Amount].

§ 4 Early Redemption, Repurchase of Lettres de Gage The following § 4(1) shall be applicable to all Lettres de Gage with respect to which the Issuer does not have a Call Option (1) The Issuer shall not be entitled to redeem the Lettres de Gage prior to the Redemption Date.

The following § 4(1) shall be applicable to all Lettres de Gage with respect to which the Issuer has a Call Option (1) The Issuer shall have the right upon not less than [number of days] days' [and not more than [number of days] days'] prior notice to be given by publication in accordance with § 10, to redeem the Lettres de Gage outstanding in whole but not in part on [insert date(s)] ([each an / the] Issuer Call Date") [at the Early Redemption Amount pursuant to § 4(3).] [in accordance with the following provisions: [Insert applicable provisions]]

(2) The holders of the Lettres de Gage shall not be entitled to put the Lettres de Gage for redemption prior to the Redemption Date.

The following paragraph shall only be applicable to Lettres de Gage with a fixed interest rate and Floating Rate Lettres de Gage with respect to which the Issuer has a Call Option [(3)] The "Early Redemption Amount" of the Lettres de Gage shall be the principal amount of the Lettres de Gage (plus accrued interest).

The following paragraphs shall only be applicable in the case of Zero-Coupon Lettres de Gage with respect to which the Issuer has a Call Option [(3)] The "Early Redemption Amount" of the Lettres de Gage shall be the Amortised Face Amount. The "Amortised Face Amount" shall equal the sum of (i) the Issue Price and (ii) the product of the Issue Price and the Amortisation Yield (compounded annually) applied to the period from (and including) [issue date] to (but excluding) the Repayment Date. If this period is not a whole number of calendar years the calculation shall be made on the basis of the Day Count Fraction (as defined above).

- 59 - The Repayment Date in the meaning of this § 4(3) shall be the earlier of the day with respect to which the Lettres de Gage are called for early redemption or (as the case may be) the day on which early payment is effected.

The following paragraph shall only be applicable in the case of Lettres de Gage in respect of which the Final Redemption Amount is to be determined by reference to an index and/or formula or an exchange rate with respect to which the Issuer has a Call Option [(3)] The "Early Redemption Amount" shall be [insert applicable provisions] [(4)] The Issuer may at any time purchase Lettres de Gage in the market or otherwise. Lettres de Gage repurchased by or on behalf of the Issuer may be held by the Issuer, re-issued, resold or surrendered to the Fiscal Agent for cancellation. The following paragraph shall be added in case of all Lettres de Gage in respect of which the Early Redemption Amount is to be determined by reference to an index and/or formula or an exchange rate (•) The Calculation Agent will cause the Early Redemption Amount to be notified to the Issuer, the Fiscal Agent, the Paying Agents, the Clearing System and to the Noteholders in accordance with § 10 and, if required by the rules of any stock exchange on which the Lettres de Gage are from time to time listed, to such stock exchange, as soon as possible after their determination.

The following § 4 shall be applicable to Structured or other Lettres de Gage [Insert applicable provisions]

§ 5 Payments The following § 5(1) shall be applicable to all Lettres de Gage (except for Dual Currency Lettres de Gage) (1) The Issuer irrevocably undertakes to pay, as and when due, all amounts payable pursuant to these Terms and Conditions of the Lettres de Gage in the Specified Currency.

The following § 5(1) shall only be applicable to Dual Currency Lettres de Gage (1) The Issuer irrevocably undertakes to pay, as and when due, all amounts payable pursuant to these Terms and Conditions of the Lettres de Gage pursuant to the following provisions: [insert applicable provisions].

The following paragraph shall be added to § 5(1) in case of Lettres de Gage with respect to which TEFRA D applies Payments of interest on Lettres de Gage represented by a Temporary Global Note shall only be effected upon due certification in accordance with § 1(1). (2) Payments of all amounts payable pursuant to the Terms and Conditions of the Lettres de Gage will be made 5[against presentation, and in the case of the last payment, against surrender of the Global Note] to the Fiscal Agent for transfer to the Clearing System or pursuant to the Clearing System's instruction for credit to the relevant accountholders of the Clearing System. Payment to the Clearing System or pursuant to the Clearing System's instruction shall release the Issuer from its payment obligations under the Lettres de Gage in the amount of such payment. (3) If any date for payment of 3[interest or] principal in respect of any Lettre de Gage is a day other than a Payment Business Day, payment shall be effected on the next following Payment Business Day. In this case, the relevant Noteholders shall neither be entitled to any payment claim nor to any interest claim or other compensation with respect to such delay. In this § 5(3) "Payment Business Day" means a day [on which the Trans-European Automated Real-time Gross Settlement Express

- 60 - Transfer payment system (TARGET2-System) / (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets in [Main Financial Centre of the Specified Currency / Main Financial Centre of other currency] and the Clearing System settle payments in [Specified Currency]. (4) Any reference in these Terms and Conditions to principal in respect of the Lettres de Gage shall include: (a) the Final Redemption Amount of the Lettres de Gage at the Redemption Date[.][; and] The following paragraph shall be applicable in case of Zero-Coupon Lettres de Gage. (b) the Amortised Face Amount calculated in accordance with § 4(3)[.][; and]

The following paragraph (d) shall be applicable in the case of Lettres de Gage (except for Zero- Coupon Lettres de Gage) with a Call Option. (c) the Early Redemption Amount in the case of early redemption of the Lettres de Gage pursuant to § 4. (5) All payments are subject in all cases to any applicable fiscal or other laws, regulations and directives, but without prejudice to the provisions of § 6. No commission or expense shall be charged to the Noteholders in respect of such payments.

§ 6 Taxes All payments of principal and interest in respect of the Lettres de Gage shall be made with deduction of taxes, duties or governmental charges if such deduction is required by law.

§ 7 Status The obligations under the Lettres de Gage constitute unsubordinated obligations of the Issuer ranking pari passu among themselves. The Lettres de Gage are covered in accordance with the Luxembourg Mortgage Bank Act dated 21 November 1997 (Loi du 21 novembre 1997 relative aux banques d'émission de lettres de gage) which has been inserted as Article 12-1 to 12-9 into the Luxembourg Act of 5 April 1993 relating to the Financial Sector, as amended, and rank at least pari passu with all other obligations of the Issuer under [in the case of Lettres de Gage hypothécaires insert: lettres de gage hypothécaires] [in the case of Lettres de Gage publiques insert: lettres de gage publiques] [in the case of Lettres de Gage mobilières insert: this kind of lettres de gage mobilières].

§ 8 Presentation Periods, Prescription The Lettres de Gage will become void unless presented for payment within a period of 10 years (in the case of principal) and 5 years (in the case of interest) calculated from the date on which the principal and/or interest was due.

- 61 - The following paragraph shall only be applicable to Floating Rate Lettres de Gage, Indexed Lettres de Gage or other Structured Lettres de Gage [(3)] [Deutsche Bank Aktiengesellschaft / [other bank]] shall be Calculation Agent. [(•)] The Fiscal Agent, Principal Paying Agent[,] [Luxembourg Paying Agent][,] [and] [Paying Agent[s]] [and the Calculation Agent] (together the "Agents") and their respective initial specified offices are: Fiscal Agent Deutsche Bank Aktiengesellschaft Trust & Securities Services Große Gallusstraße 10-14 60272 Frankfurt am Main Germany Principal Paying Agent: Deutsche Bank Aktiengesellschaft Trust & Securities Services Große Gallusstraße 10-14 60272 Frankfurt am Main Germany [Luxembourg Paying Agent: [Deutsche Bank Luxembourg S. A. 2, Boulevard Konrad Adenauer L-1115 Luxembourg]] [Paying Agent[s]: [insert other Paying Agents and specified offices]] [Calculation Agent: Deutsche Bank Aktiengesellschaft Trust & Securities Services Große Gallusstraße 10-14 60272 Frankfurt am Main Germany]

The following paragraph shall be added to § 9 in the case of Lettres de Gage listed on a stock exchange requiring a local Paying Agent. [(•)] The Issuer shall procure that as long as Lettres de Gage are listed on the [stock exchange]] there will at all times be a Paying Agent) in [city]].] The following paragraph shall be added to § 9 if any Calculation Agent is to be appointed. [(•)] The Issuer shall procure that as long as interest rates have to be determined or other determinations have to be made in accordance with these Terms and Conditions of the Lettres de Gage there shall at all times be a Calculation Agent. The Issuer reserves the right at any time to terminate the appointment of the Calculation Agent. In the event of such termination or of the appointed office of any such bank being unable or unwilling to continue to act as Calculation Agent (as the case may be) the Issuer shall appoint an appropriate office of another leading bank to act as Calculation Agent. The appointment of another Calculation Agent shall be published without delay by the Issuer in accordance with § 10. [(•)] Each Agent shall be held responsible for giving, failing to give, or accepting a declaration, or for acting or failing to act, only if, and insofar as, it fails to act with the diligence of a conscientious businessman. All determinations and calculations made by any Agent shall, in the absence of manifest error, be conclusive in all respects and binding upon the Issuer and all Noteholders. [(•)] Each Agent acting in its respective capacity, acts only as agent of the Issuer. There is no agency or fiduciary relationship between any Agent and the Noteholders. The Agents are hereby granted exemption from the restrictions of § 181 of the German Civil Code and any similar restrictions of the applicable laws of any other country.

- 62 - § 10 Notices The following § 10(1) shall only be applicable to Lettres de Gage which are listed on the official list of the Luxembourg Stock Exchange (1) [Notices relating to the Lettres de Gage shall be published in a leading daily newspaper of general circulation in Luxembourg (this newspaper is expected to be the [[Luxemburger Wort] / [other newspaper]]).] [Notices relating to the Lettres de Gage shall be published on the website of the Luxembourg Stock Exchange (www.bourse.lu).] A notice shall be deemed to be effected on the day of its publication (or in the case of more than one publication on the day of the first publication).

The following § 10(1) shall only be applicable to Lettres de Gage which are listed on a different stock exchange (1) Notices shall be made in accordance with the rules of the stock exchange on which the Lettres de Gage are listed.

The following § 10(2) shall be applicable to all Lettres de Gage listed on a stock exchange (2) The Issuer shall also be entitled to make notices to the Clearing System for communication by the Clearing System to the Noteholders or directly to the Noteholders provided this complies with the rules of the stock exchange on which the Lettres de Gage are listed. Notices to the Clearing System shall be deemed to be effected seven days after the notification to the Clearing System, direct notices to the Noteholders shall be deemed to be effected upon their receipt.

The following paragraph shall only be applicable to Floating Rate Lettres de Gage which are listed on the official list of the Luxembourg Stock Exchange Notices relating to the Lettres de Gage in respect of the interest rate, the interest amount payable in respect of each Lettre de Gage and the Interest Payment Date shall be made in accordance with this § 10(2).

The following § 10(3) shall be applicable to all Lettres de Gage listed on a stock exchange (3) The text of any publication to be made in accordance with this § 10 shall also be available at the Paying Agents appointed at the place of the relevant stock exchange.

The following paragraph shall only be applicable to Lettres de Gage which are not listed on a stock exchange Notices relating to the Lettres de Gage shall be made to the Clearing System for communication by the Clearing System to the Noteholders or directly to the Noteholders. Notices via the Clearing System shall be deemed to be effected seven days after the notice to the Clearing System, direct notices to the Noteholders shall be deemed to be effected upon their receipt.

§ 11 Final Clauses (1) The form and content of the Lettres de Gage shall in all respects be governed by the laws of the Grand Duchy of Luxembourg. (2) Place of jurisdiction shall be the City of Luxembourg. The Issuer hereby expressly submits to the jurisdiction of the courts of the City of Luxembourg.

- 63 -

Form of Final Terms

[THESE FINAL TERMS WILL BE DISPLAYED ON THE WEBSITE OF EEPK (WWW.EEPK.LU)]1 [AND ON THE WEBSITE OF THE LUXEMBOURG STOCK EXCHANGE (WWW.BOURSE.LU)]2

FINAL TERMS

relating to

ERSTE EUROPÄISCHE PFANDBRIEF- UND KOMMUNALKREDITBANK AKTIENGESELLSCHAFT IN LUXEMBURG

[Specified Currency] [Aggregate Principal Amount] [Subordinated] [•] per cent. / [Floating Rate / Zero-Coupon / Dual Currency / Indexed / Structured / Step-up / Step-down / other] [Notes / Lettres de Gage] [hypothécaires / publiques / mobilières] of 200[•]/20[•]

issued under the

EURO 7,500,000,000 Debt Issuance Programme

ERSTE EUROPÄISCHE PFANDBRIEF- UND KOMMUNALKREDITBANK AKTIENGESELLSCHAFT IN LUXEMBURG

Date of the Final Terms: [•] Series No.: [•]

1 Unless agreed otherwise between the Issuer and the relevant Lead Manager or Purchaser, as the case may be, the Final Terms for a Series will be displayed on the website of the Issuer only if such Final Terms have been filed with the CSSF with respect to a potential public offer of the relevant Instruments, or a trading of such Instruments on the Regulated Market "Bourse de Luxembourg" or any other regulated market. 2 The Final Terms will also be displayed on the website of the Luxembourg Stock Exchange in each case where such Final Terms have been filed with the CSSF as aforesaid.

- 64 - This document constitutes the Final Terms relating to the issue of Notes under the Euro 7,500,000,000 Debt Issuance Programme of Erste Europäische Pfandbrief- und Kommunalkreditbank Aktiengesellschaft in Luxemburg (the "Programme") and shall be read in conjunction with the Base Prospectus dated 6 October 2009 as supplemented from time to time (the "Prospectus"). Full information on the Issuer and the offer of the Instruments is only available on the basis of the combination of these Final Terms and the Prospectus and any supplements thereto. The Prospectus and any supplements thereto are available for viewing in electronic form at the website of the Luxembourg Stock Exchange (www.bourse.lu) and at the website of Europäische Pfandbrief- und Kommunalkreditbank Aktiengesellschaft in Luxemburg (www.eepk.lu) and copies may be obtained from the registered office of the Issuer at 25, rue Edward Steichen, L-2540 Luxembourg. The Issuer assumes responsibility for the contents of these Final Terms. Terms not otherwise defined herein shall have the meanings specified in the Programme Terms and Conditions. All references in these Final Terms to numbered Sections are to sections of the Programme Terms and Conditions. 3[These Final Terms must be read in conjunction with the Prospectus, save in respect of the Programme Terms and Conditions which are extracted from the Prospectus dated [original date][ and supplemented on [insert date(s)]], and are attached hereto.] 4[The Programme Terms and Conditions of the Notes or Programme Terms and Conditions of the Lettres de Gage, as the case may be, dated 6 October 2009 shall be amended by incorporating the terms of these Final Terms, and by deleting all provisions not applicable to this Series (the "Consolidated Terms"). The Consolidated Terms shall replace the Programme Terms and Conditions of the Notes or Programme Terms and Conditions of the Lettres de Gage, as the case may be, dated 6 October 2009 in their entirety. If and to the extent the Consolidated Terms deviate from the terms of these Final Terms, the Consolidated Terms shall prevail.] 5[The terms of these Final Terms amend and supplement the Programme Terms and Conditions of the Notes or Programme Terms and Conditions of the Lettres de Gage, as the case may be, dated 6 October 2009. If and to the extent the Programme Terms and Conditions of the Notes or Programme Terms and Conditions of the Lettres de Gage, as the case may be deviate from the terms of these Final Terms, the terms of these Final Terms shall prevail.]

I [A.]6 Conditions to be inserted into the Terms and Conditions of the Notes: (Conditions which are not framed apply to all Notes)

Form of Terms and Conditions of the Notes [Consolidated Terms] [Supplemented Terms] Issuer Erste Europäische Pfandbrief- und Kommunalkreditbank Aktiengesellschaft in Luxemburg. Notes [Senior Notes] [Lower tier II Subordinated Notes (Subordinated Notes)] Governing law [7German law] [8Luxembourg law]

§ 1 (Form)

3 This additional language applies if the first tranche of an issue which is being increased was issued under a Debt Issuance Programme Prospectus with an earlier date. 4 Only applicable in case of Consolidated Terms. 5 Only applicable in case of Supplemented Terms. 6 To be deleted. 7 Only applicable in the case of Senior Notes. 8 Only applicable in the case of Subordinated Notes.

- 65 -

New Global Note [Yes / No] TEFRA Rules [TEFRA C / TEFRA D/ Not Applicable ] Clearing System/Common [[•] shall be [the common depositary for Depositary/Common Safekeeper [Clearstream Banking, société anonyme, Luxembourg and Euroclear Bank SA/NV (the "Clearing System") / [other clearing system] / the "Common Safekeeper"]] 9Interest Coupons (number) [number]

§ 2 (Interest)

Type of Notes [Fixed Rate / Floating Rate / Zero-Coupon / Dual Currency / Indexed / Step-up / Step-down / Structured / other] Notes

In the case of Notes with fixed interest (including Step-up / Step-down Notes): 10Interest Rate(s) (per cent. per annum) [interest rate] Interest Commencement Date [date] Interest Period [annually / semi-annually / quarterly] [[short/long] [first/last] Interest Period commencing on [Interest Commencement Date/[date]] (inclusive) until [date] (exclusive).] Interest Payment Date(s) [day, month], [day, month], [day, month], [day, month] First Interest Payment Date [day, month, year]

In the case of Dual Currency Notes, Indexed Notes, Structured or other Notes, as the case may be, in respect of which the Interest Rate or Interest Amount is to be determined by reference to an index and / or formula or an exchange rate (including market disruption events and adjustment events): Interest Rate/Interest Amount [give details]

In the case of Floating Rate Notes: Interest Commencement Date [date] Interest Payment Dates 11[dates] Interest Period 12[3 months / 6 months / [other interest period]] [[short/long] [first/last] Interest Period commencing on [Interest Commencement Date/[date]] (inclusive) until [date] (exclusive).] Business Day Convention [Floating Rate Business Day Convention /

9 Only applicable in case of definitive Fixed Rate Notes or Floating Rate Notes (other than Zero-Coupon Notes). 10 Only applicable to Fixed Rate Notes (except for Step-up / Step-down Notes). 11 Only applicable in case of Notes with fixed Interest Payment Days. 12 Only applicable in case of Notes with Interest Periods.

- 66 - Following Business Day Convention / Modified Following Business Day Convention (fixed Interest Payment Dates) / Modified Following Business Day Convention (Interest Periods) / Preceding Business Day Convention] 13Interest Rate, Margin Reference Interest Rate [plus/minus] [Margin] 14Interest Rate [interest rate] less Reference Interest Rate Interest Determination Date(s) [two / other number / on the first] business day[s] [prior to the commencement] of each Interest Period] Business Day for interest determinations Each day (other than a Saturday or Sunday) on (§ 2(3)) which [commercial banks are open for business in [Frankfurt am Main / London / other city] / [and] the Trans-European Automated Real-time Gross Settlement Express Transfer payment system (TARGET2-System) settles payments]. Reference Interest Rate [number]-months [EURIBOR/LIBOR] [[short/long] [first/last] Interest Period linear interpolation of [number]-months [EURIBOR/LIBOR] and [number]-months [EURIBOR/LIBOR]] Time of Interest Determination [11:00 a. m. / [other time]] [[Brussels / London] time] Screen Page (Reference Interest Rate) [Screen Page] Rounding pursuant to § 2(4) Rounding to the nearest 15[one thousandth of a percentage point, 0.0005 being rounded upwards] 16[one hundred thousandth of a percentage point, 0.000005 being rounded upwards]

Conditions which are only applicable to Notes having a minimum interest rate: Minimum Interest Rate [minimum interest rate]

Conditions which are only applicable to Notes having a maximum interest rate: Maximum Interest Rate [maximum interest rate]

Conditions which are only applicable to Zero-Coupon Notes: Issue Price [amount] Amortisation Yield (per cent. per annum) [interest] Day Count Fraction [Actual/Actual / Actual/Actual (ISDA) / Actual/Actual (ICMA) / Actual/365 (fixed) / 30/360 or 360/360 or Bond Basis / 30E/360 or Eurobond Basis / Actual/360]

13 Only applicable in case of Floating Rate Notes (except for reverse floaters). 14 Only applicable in case of reverse floaters. 15 Only applicable in case of EURIBOR. 16 Only applicable in case of other Reference Interest Rates.

- 67 - § 3 (Repayment)

Conditions which are applicable to all Notes (except for Floating Rate Notes with interest periods, Dual Currency Notes, Indexed Notes, Structured Notes or other Notes): Final Redemption Amount [par / other amount] Redemption Date [date]

Conditions which are only applicable to Floating Rate Notes with interest periods: Final Redemption Amount [par / other amount] Redemption Month and Year [month, year]

Dual Currency Notes, Indexed Notes, Structured Notes or other Notes: Redemption Date [date] Calculation of Final Redemption Amount [give details]

Conditions which are only applicable to Notes having a minimum Final Redemption Amount: Minimum Final Redemption Amount [amount]

Conditions which are only applicable to Notes having a maximum Final Redemption Amount: Maximum Final Redemption Amount [amount]

Conditions which are only applicable to Subordinated Notes with a fixed Maturity: Final Redemption Amount [par / other amount]

§ 4 (Early Redemption, Repurchase of Notes)

Issuer's Call Option [Yes / 17No] Noteholder's Put Option [Yes / 18No]

Conditions which are applicable to all Senior Notes with respect to which the Issuer has a Call Option: Redemption Notice 19[number of days] 20Issuer Call Date(s) [date(s)] 21Conditions of termination [insert applicable provisions]

17 In the case of Subordinated Notes. 18 In the case of Subordinated Notes. 19 The length of the Minimum Notice Period must be in accordance of the respective and then current requirements of the relevant Clearingsystem. 20 Not applicable in case of Zero-Coupon-Notes. 21 Only applicable in case of Zero-Coupon Notes.

- 68 -

Conditions which are applicable to all Senior Notes with respect to which the Noteholders have a Put Option: Redemption Notice [number of days] 22Noteholder Redemption Date(s) 23[date(s)] 24Conditions of Termination [insert applicable provisions]

Conditions which are applicable to all Notes in respect of which the Early Redemption Amount is to be determined by reference to an index and/or formula or an exchange rate: Early Redemption Amount [give details]

Conditions which are applicable to all Senior Zero-Coupon Notes: Issue Date [date]

Conditions which are applicable to Structured Notes or other Notes: Applicable provisions to be inserted [give details]

§ 5 (Payments)

Conditions which are only applicable to Dual Currency Notes: Payment at maturity [give details]

Conditions which are only applicable to Definitive Notes neither denominated nor repayable in Euro, USD or Yen: Country of the Specified Currency [country]

Payment Business Day A day [on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment system (TARGET2-System) and/or / (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets in [Main Financial Centre of the Specified Currency / Main Financial Centre of other currency] [and at the place of presentation]] and the Clearing System settle payments in [Specified Currency]

§ 8 (Status)

Status [Senior Notes / Subordinated Notes]

22 Not applicable in case of Zero-Coupon-Notes. 23 The length of the Minimum Notice Period must follow the respective and then current requirement of the relevant Clearingsystem. 24 Only applicable in case of Zero-Coupon Notes.

- 69 -

§ 9 (Paying Agents [, Calculation Agent])

Fiscal Agent [Deutsche Bank Aktiengesellschaft] / [other bank] Principal Paying Agent [Deutsche Bank Aktiengesellschaft] / [other bank] [Luxembourg Paying Agent] [Deutsche Bank Luxembourg S. A. ] / [other bank] Paying Agent(s) [insert other Paying Agent(s) and specified office(s)] 25Calculation Agent [Deutsche Bank Aktiengesellschaft] / [other bank]

Listing and admission to trading [stock exchange / city] [●]

§ [12] (Notices)

Publications [Luxemburger Wort] / [other newspaper] / [Clearing System] / [Publication on the website of

the [stock exchange] at [Internet Address]]

25 Only applicable in case of Floating Rate Notes, Indexed Notes, Dual Currency Notes, Structured and other Notes.

- 70 -

I [B.]26 Conditions to be inserted into the Terms and Conditions of the Lettres de Gage: (Conditions which are not framed apply to all Lettres de Gage)

Form of Terms and Conditions of the [Consolidated Terms] Lettres de Gage [Supplemented Terms] Issuer Erste Europäische Pfandbrief- und Kommunalkreditbank Aktiengesellschaft in Luxemburg. Lettres de Gage [Lettres de Gage hypothécaires] [Lettres de Gage publiques] [Lettres de Gage mobilières]

Governing law Luxembourg law

§ 1 (Form)

Specified Currency [Specified Currency] ("[abbreviation]") Aggregate Principal Amount [Specified Currency] [aggregate principal amount] Denomination(s) [Specified Currency] [Denomination(s)] New Global Note [Yes / No] TEFRA Rules [TEFRA C / TEFRA D/ Not Applicable] Clearing System/Common [[•] shall be [the common depositary for Depositary/Common Safekeeper [Clearstream, société anonyme, Luxembourg and Euroclear Bank SA/NV (the "Clearing System") / the "Common Safekeeper"]] [other clearing system] 27Interest Coupons (number) [number]

§ 2 (Interest)

Type of Lettres de Gage [Fixed Rate / Floating Rate / Zero-Coupon / Dual Currency / Indexed / Step-up / Step-down / Structured / other ] Lettres de Gage

In the case of Lettres de Gage with fixed interest (including Step-up / Step-down Lettres de Gage): 28Interest Rate(s) (per cent. per annum) [interest rate] Interest Commencement Date [date]

26 To be deleted. 27 Only applicable in case of definitive Fixed Rate Lettres de Gage or Floating Rate Lettres de Gage (other than Zero-Coupon Lettres de Gage). 28 Only applicable to Fixed Rate Lettres de Gage (except for Step-up / Step-down Lettres de Gage).

- 71 - Interest Period [annually / semi-annually / quarterly] Interest Payment Date(s) [day, month], [day, month], [day, month], [day, month] First Interest Payment Date [day, month, year]

In the case of Dual Currency Lettres de Gage, Indexed Lettres de Gage, Structured or other Lettres de Gage, as the case may be, in respect of which the Interest Rate or Interest Amount is to be determined by reference to an index and / or formula or an exchange rate (including market disruption events and adjustment events): Interest Rate/Interest Amount [give details]

In the case of Floating Rate Lettres de Gage: Interest Commencement Date [date] Interest Payment Dates 29[dates] Interest Period 30[3 months / 6 months / [other interest period]] [[short/long] [first/last] Interest Period commencing on [Interest Commencement Date/[date]] (inclusive) until [date] (exclusive).] Business Day Convention [Floating Rate Business Day Convention / Following Business Day Convention / Modified Following Business Day Convention (fixed Interest Payment Dates) / Modified Following Business Day Convention (Interest Periods) / Preceding Business Day Convention] 31Interest Rate, Margin Reference Interest Rate [plus/minus] [Margin] 32Interest Rate [interest rate] less Reference Interest Rate Interest Determination Date(s) [two / other number / on the first] business day[s] [prior to the commencement] of each Interest Period] Business Day for interest determinations Each day (other than a Saturday or Sunday) on (§ 2(3)) which [commercial banks are open for business in [Frankfurt am Main / London / other city] / [and] the Trans-European Automated Real-time Gross Settlement Express Transfer payment system (TARGET2-System) settles payments]. Reference Interest Rate [number]-months [EURIBOR/LIBOR] [[short/long] [first/last] Interest Period linear interpolation of [number]-months [EURIBOR/LIBOR] and [number]-months [EURIBOR/LIBOR]] Time of Interest Determination [11:00 a. m. / [other time]] [[Brussels / London] time] Screen Page (Reference Interest Rate) [Screen Page]

29 Only applicable in case of Lettres de Gage with fixed Interest Payment Days. 30 Only applicable in case of Lettres de Gage with Interest Periods. 31 Only applicable in case of Floating Rate Lettres de Gage (except for reverse floaters). 32 Only applicable in case of reverse floaters.

- 72 - Rounding pursuant to § 2(4) Rounding to the nearest 33[one thousandth of a percentage point, 0.0005 being rounded upwards] 34[one hundred thousandth of a percentage point, 0.000005 being rounded upwards]

Conditions which are only applicable to Lettres de Gage having a minimum interest rate: Minimum Interest Rate [minimum interest rate]

Conditions which are only applicable to Lettres de Gage having a maximum interest rate: Maximum Interest Rate [maximum interest rate]

Conditions which are only applicable to Zero-Coupon Lettres de Gage: Issue Price [amount] Amortisation Yield (per cent. per annum) [interest] Day Count Fraction [Actual/Actual / Actual/Actual (ISDA) / Actual/Actual (ICMA) / Actual/365 (fixed) / 30/360 or 360/360 or Bond Basis / 30E/360 or Eurobond Basis / Actual/360]

§ 3 (Repayment)

Conditions which are applicable to all Lettres de Gage (except for Floating Rate Lettres de Gage with interest periods, Dual Currency Lettres de Gage, Indexed Lettres de Gage, Structured Lettres de Gage or other Lettres de Gage): Final Redemption Amount [par / other amount] Redemption Date [date]

Conditions which are only applicable to Floating Rate Lettres de Gage with interest periods: Final Redemption Amount [par / other amount] Redemption Month and Year [month, year]

Dual Currency Lettres de Gage, Indexed Lettres de Gage, Structured Lettres de Gage or other Lettres de Gage: Redemption Date [date] Calculation of Final Redemption Amount [give details] Conditions which are only applicable to Lettres de Gage having a minimum Final Redemption Amount: Minimum Final Redemption Amount [amount]

33 Only applicable in case of EURIBOR. 34 Only applicable in case of other Reference Interest Rates.

- 73 - Conditions which are only applicable to Lettres de Gage having a maximum Final Redemption Amount: Maximum Final Redemption Amount [amount]

§ 4 (Early Redemption, Repurchase of Lettres de Gage)

Issuer's Call Option [Yes / No] Noteholder's Put Option No

Conditions which are applicable to all Lettres de Gage with respect to which the Issuer has a Call Option: Redemption Notice [number of days] 35Issuer Call Date(s) [date(s)] 36Conditions of termination [insert applicable provisions]

Conditions which are applicable to all Lettres de Gage in respect of which the Early Redemption Amount is to be determined by reference to an index and/or formula or an exchange rate: Early Redemption Amount [give details]

Conditions which are applicable to all Senior Zero-Coupon Lettres de Gage: Issue Date [date]

Conditions which are applicable to Structured Lettres de Gage or other Lettres de Gage: Applicable provisions to be inserted [give details]

§ 5 (Payments)

Conditions which are only applicable to Dual Currency Lettres de Gage: Payment at maturity [give details]

Conditions which are only applicable to Definitive Lettres de Gage neither denominated nor repayable in Euro, USD or Yen: Country of the Specified Currency [country]

35 Not applicable in case of Zero-Coupon Lettres de Gage. 36 Only applicable in case of Zero-Coupon Lettres de Gage.

- 74 - Payment Business Day A day [on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment system (TARGET2-System) and/or / (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets in [Main Financial Centre of the Specified Currency / Main Financial Centre of other currency] [and at the place of presentation]] and the Clearing System settle payments in [Specified Currency]

§ 7 (Status)

Status Lettres de Gage [hypothécaires] [publiques] [mobilières]

§ 9 (Paying Agents [, Calculation Agent])

Fiscal Agent [Deutsche Bank Aktiengesellschaft] / [other bank] Principal Paying Agent [Deutsche Bank Aktiengesellschaft] / [other bank] [Luxembourg Paying Agent] [Deutsche Bank Luxembourg S. A. ] / [other bank] Paying Agent(s) [insert other Paying Agent(s) and specified office(s)] 37Calculation Agent [Deutsche Bank Aktiengesellschaft] / [other bank]

Listing and admission to trading [stock exchange / city]

[§ 10] (Notices)

Publications [Luxemburger Wort] / [other newspaper] / [Clearing System] / [Publication on the website of the [stock exchange] at [Internet Address]]

37 Only applicable in case of Floating Rate Lettres de Gage, Indexed Lettres de Gage, Dual Currency Lettres de Gage, Structured and other Lettres de Gage.

- 75 - II. Other Conditions which shall not be inserted in the Terms and Conditions of the [Notes] [Lettres de Gage] and which apply to all [Notes] [Lettres de Gage]

Provisions preceded by *) are not necessary for Instruments with a denomination per unit of at least Euro 50,000:

Issue Date [date] Issue Price [ ] per cent. Common Code [ ] ISIN [ ] Listing and admission to trading [Yes / No] [Luxembourg Stock Exchange, [(official List) / (Regulated Market "Bourse de Luxembourg") / (Euro MTF)] / other)] Intended to be held in a manner which [Yes / No]. would allow Eurosystem eligibility38 39[Note that the designation "yes" does not necessarily mean that the Instruments will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria.] *)[Subscription Period From [●] to [●]. [The Subscription Period may be extended or shortened.]] [Special issuance / payment instructions, – [[Lead Manager/Purchaser] clearing-system] – Euroclear Account No. [ ] or – CBL Account No. [ ]] *)[Delivery Delivery [against / free of] payment] Syndicated Issue [Yes / No] *)[Details (names and addresses) of [List of all Managers/Purchaser(s)] including Manager(s) / Purchaser(s) and underwriting underwriting commitments commitment [c/o] [Lead Manager / Purchaser] [address] Telephone: [ ] Fax: [ ] Attention: [ ] Management and Underwriting [●] Commission Selling Concession [●] Date of Syndication Agreement [date] Stabilising Agent [Lead Manager / Purchaser / other / None] [Additional Selling Restrictions The following Selling Restrictions shall apply in addition to the Selling Restrictions set forth in the Prospectus:

38 Check that the intention is that the Notes are eligible as collateral for ECB purposes, which generally requires – inter alia - the issue to be either (i) in the form of a New Global Note deposited with a common safekeeper on behalf of an ICSD or (ii), if issued in the form of a classical Global Note, to be deposited with Clearstream Banking AG, Frankfurt am Main. In addition, you should check whether the Issuer complies with the eligibility criteria. 39 Include this text if "yes" selected.

- 76 - [specify]] Non-exempt Offer [Not applicable] [An offer of the Instruments may be made by the Dealers [and [specify, if applicable]] other than pursuant to Article 3(2) of the Prospectus Directive in [specify relevant Member State(s) - which must be jurisdictions where the Prospectus and any supplements have been passported] during the period from [specify date] until [specify date].40 *)[Investor Category [The Notes are offered to [insert specified investor- category and restrictions].]] [Additional Tax Disclosure [specify]] [Further conditions [further conditions]] *)[Market Making [●] [(insert name and address of entities which have a firm commitment to act as intermediaries in secondary trading, providing liquidity through bid and offer rates and description of the main terms of their commitment]] [Ratings: The Issuer has been rated: [S & P: [●]] [Moody's: [●]] [[Other]: [●]]]

[The [Notes] [Lettres de Gage] to be issued have been rated: [S & P: [●]] [Moody's: [●]] [[Other]: [●]]]

[Need to include a brief explanation of the meaning of the ratings if this has previously been published by the rating provider.]

[The above disclosure should reflect the rating allocated to [Notes] [Lettres de Gage] of the type being issued under the Programme generally or, where the issue has been specifically rated, that rating.)] Interests of natural and legal Save as discussed in ["Subscription and Sale"], so persons involved in the issue/offer far as the Issuer is aware, no person involved in the offer of the [Notes] [Lettres de Gage] has an interest material to the offer.[●]. Reasons for the offer, estimated net proceeds and total expenses

40 As applicable in the jurisdiction(s) of the relevant Member State.

- 77 - *)[(i) Reasons for the offer] [●] [(See "Use of Proceeds" in Prospectus –(if reasons for offer different from making profit and/or hedging certain risks will need to include those reasons here.)]

[(ii) Estimated net proceeds] [●] [If proceeds are intended for more than one use will need to split out and present in order of priority. If proceeds insufficient to fund all proposed uses state amount and sources of other funding.]

[(iii) Estimated total expenses] [●] [Include breakdown of expenses.]

[If the [Notes] [Lettres de Gage] are derivative securities to which Annex XII of the Prospectus Directive Regulation applies it is only necessary to include disclosure of net proceeds and total expenses at (ii) and (iii) above where disclosure is included at (i) above.]

Estimated total expenses relating to [●] the admission to trading

Indication of yield: 41 [●] Calculated as [include details of method of calculation in summary form] on the Issue Date. As set out above, the yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

*)[Floating Rate [Notes] [Lettres de Details of historic [LIBOR/EURIBOR/other] rates Gage] only – Historic interest rates can be obtained from [Reuters][●].]

[Performance of index/formula/other The information included herein with respect to the variable, explanation of effect on [Share] [Share Basket] [Index] [Index Basket] value and of investment and [insert any other type of instrument or asset] to associated risk and other which the [Notes] [Lettres de Gage] are linked information concerning the [(the "Reference Assets")] [[Entities] (the underlying42 "Reference Entities")] consists only of extracts from, or summaries of, publicly available

41 Not applicable to Floating Rate Notes. 42 Need to include details of where past and future performance and volatility of the index/formula/other variable can be obtained and a clear and comprehensive explanation of how the value of the investment is affected by the underlying and the circumstances when the risks are most evident. Where the underlying is an index need to include the name of the index and a description if composed by the Issuer and if the index is not composed by the Issuer need to include details of where the information about the index can be obtained. Where the underlying is not an index need to include equivalent information.

- 78 - information. 43 [The Issuer accepts responsibility that such information has been correctly extracted or summarised. No further or other responsibility in respect of such information is accepted by the Issuer [or any of the Dealers (as defined in the Prospectus)]. In particular, the Issuer [and any of the Dealers] accepts no responsibility in respect of the accuracy or completeness of the information set forth herein concerning the Reference Assets or the Reference Entities of the [Notes] [Lettres de Gage] or that there has not occurred any event which would affect the accuracy or completeness of such information.]] [[Dual Currency [Notes] [Lettres de Gage] only – performance of rate(s) [●] of exchange and explanation of effect on value of investment44

[Specific Risk Factors45]

[Additional Taxation disclosure46]

43 Not applicable to derivative Instruments. 44 Need to include details of where past and future performance and volatility of the relevant rate[s] can be obtained and a clear and comprehensive explanation of how the value of the investment is affected by the underlying and the circumstances when the risks are most evident. 45 Specific risk factors to be attached to the Final Terms if appropriate. 46 Insert specific Tax Disclosure.

- 79 - Listing and admission to trading: The above Final Terms comprise the details required to list and admit to trading this issue of [Notes] [Lettres de Gage] (as from [insert Settlement Date for the [Notes] [Lettres de Gage]) pursuant to the Euro 7,500,000,000 Debt Issuance Programme of ERSTE EUROPÄISCHE PFANDBRIEF- UND KOMMUNALKREDITBANK AKTIENGESELLSCHAFT IN LUXEMBURG.

Responsibility The Issuer accepts responsibility for the information contained in these Final Terms. ERSTE EUROPÄISCHE PFANDBRIEF- UND KOMMUNALKREDITBANK AKTIENGESELLSCHAFT IN LUXEMBURG. (as Issuer)

[ANNEX 47 Consolidated Terms]

47 Insert Consolidated Conditions.

- 80 - Erste Europäische Pfandbrief- und Kommunalkreditbank Aktiengesellschaft in Luxemburg

History and Development

The Issuer was established on February 16, 1999 in the form of a société anonyme under Luxembourg law under the name "Europäische Pfandbriefbank S.A.". On July 15, 1999 the legal name of the Issuer was changed to "Erste Europäische Pfandbrief- und Kommunalkreditbank Aktiengesellschaft in Luxemburg". The duration of the Issuer is unlimited. The Ministry of Finance of the Grand Duchy of Luxembourg issued the banking license on September 23, 1999. On this basis the Bank is entitled to operate as a banque d’émission de lettres de gage (mortgage bank). As a specialised financial institution, the Bank is authorised to issue lettres de gage (Pfandbriefe) either collateralised by public sector loans or real estate loans. However, it is restricted in auxiliary and ancillary business to low risk product types.

The Issuer is registered under Number B 68 470 in the commercial register of Luxembourg (Registre du Commerce et des Sociétés de Luxembourg).

The registered office of the Issuer is 25, rue Edward Steichen, L-2540 Luxembourg (phone +352 26348-1).

The object of the Bank, as described in article 3 of its Articles of Incorporation, is the conduct of all activities permitted to be conducted by a mortgage bank under the laws of the Grand Duchy of Luxembourg. The Bank’s principal business consists of granting loans to states, countries, local governments, public corporations, institutions and other public legal entities (including their special funds) and their authorities, as well as governmental institutions based in the States of the European Union or the Organisation for Economic Co-operation and Development (OECD). The Bank also participates in granting loans collateralised by a registered lien over property.

Share Capital and Ownership

In March 2009 the subscribed capital of the Issuer has been increased from EUR 35,968,000 to EUR 44,366,313 through the release of reserves without the issuance of new shares. Thereafter, the subscribed capital has been reduced to zero and subsequently has been increased to EUR 200,000,000 with a premium of EUR 100,000,000. The subscribed capital of the Issuer currently amounts to EUR 200,000,000 divided into 20,000 shares of a nominal value of EUR 10,000 each. The shares are fully-paid up.

The above described capital measures became necessary due to the amount of value adjustments amounting to EUR 86,762,157 made in connection with EEPK's Island exposure.

Following the capital cut with subsequent capital increase, Commerzbank Aktiengesellschaft, Frankfurt am Main, holding 75% of the issued and outstanding shares until March 2009, became EEPK's sole shareholder. The hitherto minority shareholder, Bauer S.A. pour le Développement du Crédit Communal et Hypthécaire Européen, Glarus, Switzerland, holding 25% of the issued and outstanding shares until March 2009 has taken legal action before the Luxembourg courts against the resolution taken on the March 2009 extraordinary general meeting regarding the abovementioned capital measures. The Bank as well as its lawyers estimate the prospects of this legal action to be of minor success.

Organisational Structure

EEPK is part of the Commerzbank Group. EEPK’s parent company is Commerzbank Aktiengesellschaft ("Commerzbank"), Frankfurt am Main, Germany. The Group consists of numerous subsidiaries in Germany and abroad. For some of its subsidiaries - including EEPK - Commerzbank has given a letter of comfort.

Business Overview

Principal activities

- 81 - funds) and their authorities, as well as governmental institutions based in the States of the European Community, the European Economic Area and the OECD.

EEPK has been given the approval to issue "lettres de gage hypothécaires" by the Luxemburg Banking Authority CSSF in 2005. In January 2006, EEPK made use of this approval and issued this product backed by pan-European covered bonds as the first ever bank in Luxemburg.

Principal markets

EEPK is active in public sector financing in the OECD region. Regional focuses are on North America, Germany, and other EU-Countries. The following table shows the percentage breakdown of granted loans by country or region as at June 30, 2009:

America: 31.4% Canada: 8.2 % Germany: 13.6% other EU-Countries: 32.7% other countries: 14.1%

Administrative, Management and Supervisory Bodies

Board of Directors

Ralf Woitschig, Chairman Member of the Board of Managing Directors of Eurohypo AG Chairman of the Administrative Board of EUROHYPO Europäische Hypothekenbank S.A., Luxembourg Hermann Rave, Vice Chairman Managing Director Commerzbank Auslandsbanken Holding Nova GmbH Managing Director Commerzbank Inlandsbanken Holding GmbH Gerard J. Bais, Administrateur Délégué Reinolf Dibus, Administrateur Délégué Member of the Board of Directors (Administrateur Délégué) of EUROHYPO Europäische Hypothekenbank S.A. Ansgar Herkert Tom Loesch, Lawyer Alternative Asset Management SA, Luxembourg, Non-Executive Director Immomit SA, Luxembourg, Non-Executive Director Infante SA, Luxembourg, Non-Executive Director Piedra SA, Luxembourg, Non-Executive Director EXOR SA, Luxembourg, Non-Executive Director CNHU Europe Holding, Luxembourg, Non-Executive Director Ferrari International SA, Luxembourg, Non-Executive Director Thomson Reuters Holdings SA, Luxembourg, Non-Executive Director Thomson Reuters Finance SA, Luxembourg, Non-Executive Director TR International Holdings Sàrl,Luxembourg, Non-Executive Director TR International Finance Sàrl, Luxembourg, Non-Executive Director WPA Holdings S.à.r.l., Luxembourg, Non-Executive Director WJH Holdings S.à.r.l., Luxembourg, Non-Executive Director Woodbridge International Holdings SA, Luxembourg, Non-Executive Director WHISA Holdings SA, Luxembourg, Non-Executive Director

Management

Gerard J. Bais, Directeur Risk Control, Legal, Compliance, Finance (Accounting, Backoffice, Credit Risk, Information Technology, Internal Controls)

- 82 - Reinolf Dibus Treasury/Capital Markets, Human Resources

The members of the Board of Directors and of the Management can be contacted at the address of the head office of the Issuer.

As of the date hereof, none of the persons referred to above was involved in potential conflicts of interest between any duties to the Issuer and their private interests and or other duties.

Financial Year

The financial year of EEPK is the calendar year.

Historical Financial Information

The audited non-consolidated financial statements of the Issuer for the financial years ended December 31, 2007 and 2008, prepared in accordance with Luxembourg legal and regulatory requirements, as well as the unaudited cash flow statements for the business years ended December 31, 2007 and 2008 (which have been subject to a limited review in accordance with International Standard on Review Engagement 2410) are incorporated by reference in, and form part of, this Prospectus.

Auditors

The independent external auditors of the Issuer for the financial years 2007 and 2008 were PricewaterhouseCoopers, Société à responsabilité limitée, Réviseurs d’Entreprises, 400, route d’Esch, L-1014 Luxembourg ("PricewaterhouseCoopers") who have audited the financial statements for the financial years ended December 31, 2007 and 2008 and have issued their unqualified auditor’s report in each case.

The special auditor (réviseur special) for the financial years 2007 and 2008, appointed, upon proposal of the Issuer, by the CSSF was KPMG Audit, 31 Allée Scheffer, L-2520 Luxembourg ("KPMG").

PricewaterhouseCoopers and KPMG are members of the Institut des Réviseurs d’Entreprises.

Interim Financial Information / Trend Information

The Half Year Report 2009 (reviewed) by the Issuer is incorporated by reference in, and forms part of, this Prospectus.

Save as disclosed herein, there has been no material adverse change in the prospects of EEPK since December 31, 2008.

Significant Change in the Financial Position

Save as disclosed herein, there has been no significant change in the financial position of EEPK since June 30, 2009.

Legal and Arbitration Proceedings

Save as disclosed under "Share Capital and Ownership", the Issuer, as of the date of this Prospectus, is not involved in any governmental, legal or arbitration proceedings which may have, or have had during the previous 12 months, a significant effect on its financial position or profitability nor is the Issuer aware of any such proceedings pending or being threatened.

- 83 - Lettres de Gage and the Mortgage Banking Sector in Luxembourg

Overview

In 1997 mortgage banks were introduced in Luxembourg as a separate category of banks (banques d’émission de lettres de gage). Due to a specialised banking license their principal activity is limited to real estate-covered mortgage lending, lending to public-sector entities and movable assets-covered lending. They are authorised to finance these business activities through the issuance of lettres de gage. The quality of these standardized debt instruments is strictly regulated. Other banking activity is restricted to transactions with an ancillary or auxiliary character.

The legal framework is the law of 21 November 1997 on mortgage banks, the provisions of which are contained in Art. 12-1 to 12-9 of the Luxembourg Act of 5 April 1993 relating to the Financial Sector as amended. By laws of 22 June 2000 and of 24 October 2008 certain amendments to these provisions were adopted.

Business Areas

Mortgage banks are authorized to issue lettres de gage hypothécaires, lettres de gage publiques and, since the law of 24 October 2008, lettres de gage mobilières. The distinction depends on the underlying cover assets.

Lettres de gage hypothécaires are covered by loans which are secured by guarantees linked to real estate. These guarantees are property rights or mortgages over real estate or debt instruments which in turn are guaranteed by property rights or mortgages over real estate.

Lettres de gage publiques are covered by loans granted to public-sector entities or secured by public-sector entities. These loans can be secured in form of a guarantee issued by a public- sector entity, bonds issued by public-sector entities, bonds issued by a credit institution within the European Union (EU), of the European Economic Area (EEA) or the Organisation for Economic Cooperation and Development (OECD) or commitments in any form entered into by public entities. The bonds issued by these credit institutions have to fulfil the requirements of Art. 22 (4) of the UCITS Directive and have to be secured in turn by claims against public-sector entities.

Lettres de gage mobilières are covered by rights or security interests over certain movable assets or by debt securities that are secured by such rights or security interests. The law specifies that the rights over movable assets must be property rights and other similar in rem rights relating to movable assets which are registered in a public register in the EU, EEA or OECD and are opposable to third parties.

The geographical area in which mortgage banks are authorised to grant loans under these conditions comprises the member states of the EU, EEA and the remaining countries in the OECD.

In addition to the principal activity mortgage banks can enter into transactions with ancillary or auxiliary character such as, subject to certain conditions, purchasing and selling of securities on their own behalf and on behalf of third parties, for the purpose of granting loans, receiving deposits, taking loans and establishing appropriate security for such loans, issuing bonds other than lettres de gage, managing assets for third parties and, subject to certain conditions, purchasing participations in commercial companies.

Funds held by a mortgage bank can be deposited with appropriate credit institutions, used to buy back its own lettres de gage, used to purchase cheques, commercial bills, securities issued by a public-sector entity, as well as securities listed on a stock exchange, used to grant loans and, subject to certain conditions, purchase participations in investment funds.

For hedging purposes in connection with the principal activity mortgage banks are authorized to enter into forward transactions.

According to the distinction between lettres de gage hypothécaires, lettres de gage publiques and the

- 84 - different types of lettres de gage mobilières the assets are divided into seperate pools which are strictly separated and they are recorded in the cover register held by the mortgage bank. The assets have to be registered individually. They cannot be deleted without the consent of the special auditor.

The assets are not allocated to individual lettres de gage.

Within each pool of ordinary cover assets (valeurs de couverture ordinaires) relating to real-estate lending, to public-sector lending or to movable assets lending the assets must be at least equal to 102 % of the aggregate principal amount of outstanding lettres de gages issued against such pool. Up to 20% of the cover assets can consist of replacement cover assets (valeurs de couverture de remplacement). These are cash, deposits held with central banks or credit institutions in the EU, EEA or OECD or bonds that fulfil requirements of Art. 22 (4) of the UCITS directive.

Supervision, Special Auditor

Mortgage banks are subject to special supervision by the supervisory authority for the financial sector (CSSF). The CSSF appoints upon proposal by the mortgage bank a special auditor (réviseur spécial) who is different from the auditor of the mortgage bank. He is fully independent of the mortgage bank, does not represent the holders of lettres de gage and reports to the CSSF.

The special auditor has to verify if the amount of lettres de gage issued is always secured by at least 102 per cent. of the cover assets, if these assets are correctly recorded and in case of currency or interest rate differences between the cover assets and the lettres de gage in circulation if these differences have been neutralised by appropriate measures. In respect to lettres de gage hypothécaires he has to verify if the real estate has been evaluated correctly according to the mortgage bank’s evaluation methods that are approved by the CSSF and if the loan to value ratio of 60% has been complied with (80 % in case of residential mortgages).

Preferential Right of the Holders of lettres de gage

The final maturity and the servicing of the lettres de gage are not influenced by the insolvency of the mortgage bank.

The holders of lettres de gage have a preferential right with regard to the cover assets. This preferential right is a statutory privilege and means that the claims of the holders of lettres de gage with respect to the underlying cover assets rank senior to any other rights, privileges or priorities. Lettres de gage hypothécaires, lettres de gage publiques and the different types of lettres de gage mobilières rank within their respective pool of cover assets without preference amongst themselves.

In case of insolvency of the mortgage bank, the cover assets, the relating forward transactions and the corresponding lettres de gage will be segregated from the other assets and liabilities of the mortgage bank. Other creditors of the mortgage bank cannot seize them.

The CSSF will manage the cover assets and the lettres de gage. It may delegate this task to another credit institution or another mortgage bank. The servicing of the lettres de gage will continue until their final maturity.

- 85 - Taxation

The following sections are of a general nature and included herein solely for information purposes. These sections are not intended to be, nor should they be construed to be, legal or tax advice. No representation with respect to the consequences to any particular prospective holder of an Instrument is made hereby.

The information contained in these sections do not purport to describe all of the tax considerations that may be relevant to a prospective purchaser of the Instruments in light of its particular circumstances. It is based upon the relevant national tax laws (including tax treaties) and administrative decrees as in effect as of the date hereof, which are subject to change, potentially with retroactive or retrospective effect.

PROSPECTIVE PURCHASERS OF THE INSTRUMENTS ARE ADVISED TO CONSULT THEIR OWN ADVISORS AS TO THE TAX CONSEQUENCES OF AN INVESTMENT IN THE INSTRUMENTS INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN THE RESPECTIVE TAX LAWS Grand Duchy of Luxembourg

Luxembourg tax residency of the holders of the Instruments

A holder of the Instruments will not become resident, or be deemed to be resident, in Luxembourg by reason only of the holding of the Instruments, or the execution, performance, delivery and/or enforcement of the Instruments.

Withholding tax

Under Luxembourg tax law currently in effect and with the possible exception of interest paid to individuals and to certain entities, there is no withholding tax on payments of interest (including accrued but unpaid interest). There is also no Luxembourg withholding tax, with the possible exception of interest paid to individuals and certain entities, payable on payments received upon redemption, repurchase, repayment of the principal or upon an exchange of the Instruments.

Non-residents

On 3 June 2003, the European Union adopted the Directive 2003/48/EC regarding the taxation of savings income (the "Directive").

Under the Luxembourg laws dated 21 June 2005 implementing the Directive and several agreements concluded between Luxembourg and certain dependent or associated territories of the European Union ("EU"), a Luxembourg based paying agent (within the meaning of the Directive) is required since 1 July 2005 to withhold tax on interest and other similar income paid by it to (or under certain circumstances, to the benefit of) an individual resident in another Member State or in certain EU dependent or associated territories, unless the beneficiary of the interest payments elects for the procedure of the exchange of information or for the tax certificate procedure. The same regime applies to payments of interest and other similar income made to certain so-called "residual entities" within the meaning of article 4.2 of the Directive (i.e., an entity without legal personality (the Finnish and Swedish companies listed in Article 4.5 of the Directive are not considered as legal persons for this purpose) and whose profits are not taxed under the general arrangements for the business taxation and that is not, or has not opted to be considered as, a UCITS recognized in accordance with Council Directive 85/611/EEC) established in a Member State or in certain EU dependent or associated territories.

The withholding tax rate is 20% as from 1 July 2008, increasing to 35% as from 1 July 2011. The withholding tax system will only apply during a transitional period, the ending of which depends on the conclusion of certain agreements relating to information exchange with certain third countries.

- 86 - Luxembourg residents

As from January 1, 2006, a 10% withholding tax (the "10% Luxembourg Withholding Tax") is applicable on interest payments made by Luxembourg paying agents (defined in the same way as in the Directive) to Luxembourg individual residents or to certain residual entities that secure interest payments on behalf of such individuals (unless such entity has opted either to be treated as UCITS recognised in accordance with the Council Directive 85/611/EEC or for the exchange of information regime).

Taxation of the holders of the Instruments

Taxation of Luxembourg non-residents

Holders of the Instruments who are non-residents of Luxembourg and who have neither a permanent establishment, a permanent representative nor a fixed base of business in Luxembourg with which the holding of the Instruments is connected are not liable to any Luxembourg income tax, whether they receive payments of principal, payments of interest (including accrued but unpaid interest), payments received upon redemption or repurchase of the Instruments, or realize capital gains on the sale or the exchange of any Instruments.

Taxation of Luxembourg residents – General

Holders of the Instruments who are residents of Luxembourg, or non-resident holders of the Instruments who have a permanent establishment, a permanent representative or a fixed base of business in Luxembourg with which the holding of the Instruments is connected will not be liable to any Luxembourg income tax on repayment of principal.

Luxembourg resident individuals

Pursuant to the Luxembourg law of 23 December 2005 as amended by the law of 17 July 2008, Luxembourg resident individuals, acting in the course of their private wealth, can opt to self-declare and pay a 10% tax (the “10% Tax“) on interest payments made after 31 December 2007 by paying agents (defined in the same way as in the Directive) located in an EU Member State other than Luxembourg, a Member State of the European Economic Area other than an EU Member State or in a State or territory which has concluded an international agreement directly related to the Directive. The 10% Luxembourg Withholding Tax or the 10 % Tax, represents the final tax liability for the Luxembourg individual resident taxpayers, receiving the payment within the framework of his/her private wealth.

Other Luxembourg individual resident tax-payers receiving the interest as business income must include, for income tax purposes, any interest received in their taxable income. The 10% Luxembourg Withholding Tax will be credited against their income tax liability.

Luxembourg resident individual holders of the Instruments are not subject to taxation on capital gains upon the disposal of the Instruments, unless the disposal of the Instruments precedes the acquisition of the Instruments or the Instruments are disposed of within six months of the date of acquisition of these Instruments. Upon a sale, repurchase, redemption or exchange of the Instruments, accrued but unpaid interest is subject to the 10% Luxembourg Withholding Tax or to the 10% Tax if the Luxembourg resident individual opts for the 10% Tax. Such interest must also be included in the taxable income of Luxembourg resident individuals receiving the income as business income, with a credit for the 10 % Luxembourg Withholding tax.

Luxembourg resident companies

Luxembourg resident companies (sociétés de capitaux) as holders of the Instruments or foreign entities of the same type which have a permanent establishment or a permanent representative in Luxembourg with which the holding of the Instruments is connected, must include in their taxable income any interest (including accrued but unpaid interest) and the difference between the sale or redemption price (including accrued but unpaid interest) and the lower of the cost or book value of the Instruments sold, redeemed or exchanged.

- 87 - Luxembourg resident companies benefiting from a special tax regime

Holders of the Instruments who are holding companies subject to the law of July 31, 1929 as repealed or to the law of May 11, 2007 on family estate management companies, or undertakings for collective investment subject to the law of December 20, 2002 as amended or the law of February 13, 2007 are tax exempt entities in Luxembourg, and are thus not subject to any Luxembourg tax (i.e., corporate income tax, municipal business tax and net wealth tax) other than the subscription tax computed on their net asset value.

Net Wealth Tax

Luxembourg net wealth tax will not be levied on a holder of the Instruments, unless (i) such holder is a fully taxable Luxembourg resident company or (ii) such Instruments are attributable to an enterprise or part thereof which is carried on by a non-resident company through a Luxembourg permanent establishment.

Luxembourg net wealth tax has been abolished for Luxembourg individuals as from January 1 2006.

Other Taxes

There is no Luxembourg registration tax, stamp duty or any other similar tax or duty payable in Luxembourg by holders of the Instruments as a consequence of the issuance of the Instruments, nor will any of these taxes be payable as a consequence of a subsequent transfer, repurchase, redemption or exchange of the Instruments.

There is no Luxembourg value added tax payable in respect of payments in consideration for the issuance of the Instruments or in respect of the payment of interest or principal under the Instruments or the transfer of the Instruments. Luxembourg value added tax may, however, be payable in respect of fees charged for certain services rendered to the Issuer, if for Luxembourg value added tax purposes such services are rendered or are deemed to be rendered in Luxembourg and an exemption from Luxembourg value added tax does not apply with respect to such services.

No inheritance tax is levied on the transfer of the Instruments upon death of a holder of the Instruments in cases where the deceased was not a resident of Luxembourg for inheritance tax purposes. No gift tax is levied in Luxembourg on the transfer of the debt securities by way of gift unless the gift is registered in Luxembourg.

Germany

German resident noteholders

Interest income

Investors should note that the tax treatment of Instruments that were issued and acquired prior to January 1, 2009 may, subject to certain transition rules in connection with the introduction of the flat tax (Abgeltungsteuer) on investment income, differ significantly from the description in this summary.

If the Instruments are held as private assets (Privatvermögen) by an individual investor whose residence or habitual abode is in Germany, payments of interest under the Instruments are taxed as investment income (Einkünfte aus Kapitalvermögen) at a 25 per cent. flat tax (Abgeltungsteuer) (plus a 5.5 per cent. solidarity surcharge thereon and, if applicable to the individual investor, church tax).

The flat tax is generally collected by way of withholding (see succeeding paragraph – Withholding tax) and the tax withheld shall generally satisfy the individual investor’s tax liability with respect to the Notes. If, however, no or not sufficient tax was withheld the investor will have to include the income received with respect to the Instruments in its income tax return and the flat tax will then

- 88 - be collected by way of tax assessment. The investor may also opt for inclusion of investment income in its income tax return if the aggregated amount of tax withheld on investment income during the year exceeded the investor’s aggregated flat tax liability on investment income (e.g., because of an available loss carry forward or a foreign tax credit). If the investor’s total income tax liability on all taxable income including the investment income determined by generally applicable graduated income tax rates is lower than 25 per cent. the investor may opt to be taxed at graduated rates with respect to its investment income.

Individual investors are entitled to a tax allowance (Sparer-Pauschbetrag) for investment income of 801 Euro per year (1,602 Euro for married couples filing their tax return jointly). The tax allowance is considered for purposes of the withholding tax (see succeeding paragraph – Withholding tax) if the investor files a withholding tax exemption request (Freistellungsauftrag) with the respective bank or financial institution where the securities deposit account to which the Instruments are allocated is held. The deduction of related expenses for tax purposes is not possible.

If the Instruments are held as business assets (Betriebsvermögen) by an individual or corporate investor who is tax resident in Germany (i.e., a corporation with its statutory seat or place of management in Germany), interest income from the Instruments is subject to personal income tax at graduated rates or corporate income tax (each plus solidarity surcharge thereon) and trade tax. The trade tax liability depends on the applicable trade tax factor of the relevant municipality where the business is located. In case of individual investors the trade tax may, however, be partially or fully creditable against the investor’s personal income tax liability depending on the applicable trade tax factor and the investor’s particular circumstances. The interest income will have to be included in the investor’s personal or corporate income tax return. Any German withholding tax (including surcharges) is generally fully creditable against the investor’s personal or corporate income tax liability or refundable, as the case may be.

Withholding tax

If the Instruments are kept or administered in a domestic securities deposit account by a German credit or financial services institution (or by a German branch of a foreign credit or financial services institution), or by a German securities trading firm (Wertpapierhandelsunternehmen) or a German securities trading bank (Wertpapierhandelsbank) (altogether the "Domestic Paying Agent") which pays or credits the interest, a 25 per cent. withholding tax, plus a 5.5 per cent. solidarity surcharge thereon, resulting in a total withholding tax charge of 26.375 per cent, is levied on the interest payments. The applicable withholding tax rate is in excess of the aforementioned rate if church tax is collected for the individual investor.

Capital gains from disposal or redemption of the Notes

Subject to the tax allowance for investment income described under Interest income above capital gains from the sale or redemption of the Instruments held as private assets are taxed at the 25 per cent. flat tax (plus a 5.5 per cent. solidarity surcharge thereon and, if applicable to the individual investor, church tax). The capital gain is generally determined as the difference between the proceeds from the sale or redemption of the Instruments and the acquisition costs. Expenses directly related to the sale or redemption are taken into account. Otherwise, the deduction of related expenses for tax purposes is not possible.

Where the Instruments are denominated in a currency other than Euro, the acquisition costs and the proceeds from the sale or redemption are computed in Euro, each at the time of the acquisition, sale or redemption, respectively.

Capital losses from the Instruments held as private assets are tax-recognized irrespective of the holding period of the Notes. The losses may, however, not be used to offset other income like employment or business income but may only be offset against investment income subject to certain limitations. Losses not utilized in one year may be carried forward into subsequent years but may not be carried back into preceding years.

The flat tax is generally collected by way of withholding (see succeeding paragraph – Withholding tax) and the tax withheld shall generally satisfy the individual investor’s tax liability with respect to the Notes. With respect to the return filing investors are referred to the description under Interest income above.

- 89 - If the Instruments are held as business assets (Betriebsvermögen) by an individual or corporate investor that is tax resident in Germany, capital gains from the Instruments are subject to personal income tax at graduated rates or corporate income tax (plus solidarity surcharge thereon) and trade tax. The trade tax liability depends on the applicable trade tax factor of the relevant municipality where the business is located. In case of an individual investor the trade tax may, however, be partially or fully creditable against the investor’s personal income tax liability depending on the applicable trade tax factor and the investor’s particular circumstances. The capital gains will have to be included in the investor’s personal or corporate income tax return. Any German withholding tax (including surcharges) is generally fully creditable against the investor’s personal or corporate income tax liability or refundable, as the case may be.

Withholding tax

If the Instruments are kept or administered by a Domestic Paying Agent since their acquisition, a 25 per cent. withholding tax, plus a 5.5 per cent. solidarity surcharge thereon, is levied on the capital gains, resulting in a total withholding tax charge of 26.375 per cent. If the Instruments were sold or redeemed after being transferred to another securities deposit account, the 25 per cent. withholding tax (plus solidarity surcharge thereon) would be levied on 30 per cent. of the proceeds from the sale or the redemption, as the case may be, unless the investor or the previous account bank was able and allowed to provide evidence for the investor’s actual acquisition costs to the new Domestic Paying Agent. The applicable withholding tax rate is in excess of the aforementioned rate if church tax is collected for the individual investor.

No withholding is generally required on capital gains derived by German resident corporate noteholders and upon application by individual noteholders holding the Instruments as business assets.

Non-German resident noteholders

Income derived from the Instruments by holders who are not tax resident in Germany is in general exempt from German income taxation, and no withholding tax shall be withheld, provided however (i) the Instruments are not held as business assets of a German permanent establishment of the investor or by a permanent German representative of the investor, (ii) the income derived from the Instruments does not otherwise constitute German source income (such income derived from Instruments that are secured by German real estate subject to certain exceptions) or (iii) the Instruments are not presented for payment or credit at the offices of a German credit or financial services institution including a German branch of a foreign credit or financial services institution (over-the-counter transaction).

If the income derived from the Instruments is subject to German taxation according to (i) to (iii) above, the income is subject to withholding tax similar to that described above under the paragraphs Withholding tax. Under certain circumstances, foreign investors may benefit from tax reductions or tax exemptions under applicable double tax treaties (Doppelbesteuerungsabkommen) entered into with Germany.

Inheritance tax / gift tax

The transfer of Instruments to another person by way of gift or inheritance is subject to German gift or inheritance tax, respectively, if

(i) the testator, the donor, the heir, the donee or any other acquirer had his residence, habitual abode or, in case of a corporation, association (Personenvereinigung) or estate (Vermögensmasse), had its seat or place of management in Germany at the time of the transfer of property,

(ii) except as provided under (i), the testator’s or donor’s Instruments belong to a business asset attributable to a permanent establishment or a permanent representative in Germany,

(iii) the Instruments are secured by German real estate, or equivalent land rights, subject to an exception for bonds issued in denominations (Teilschuldverschreibungen)

- 90 - Special regulations apply to certain German expatriates.

Investors are urged to consult with their tax advisor to determine the particular inheritance or gift tax consequences in light of their particular circumstances.

Other taxes

The purchase, sale or other disposal of Instruments does not give rise to capital transfer tax, value added tax, stamp duties or similar taxes or charges in Germany. However, under certain circumstances entrepreneurs may choose liability to value added tax with regard to the sales of Instruments which would otherwise be tax exempt. Net wealth tax (Vermögensteuer) is, at present, not levied in Germany.

European directive on the taxation of savings income

On 3 June 2003 the Economic and Financial Affairs Council of the European Union (ECOFIN Council) adopted directive 2003/48/EC on taxation of savings income in the form of interest payments ("Savings Directive"). Under the Savings Directive and from 1 July 2005, each EU Member State is required to provide the tax authorities of another Member State with details of payments of interest and other similar income paid by a person in one Member State to an individual resident in another Member State. Austria, Belgium and Luxembourg must instead impose a withholding tax for a transitional period unless during such period they elect to participate in the information exchange.

In Germany, provisions for implementing the Savings Directive have been enacted by legislative regulations of the federal government (Zinsinformationsverordnung). These provisions apply as from 1 July 2005.

- 91 - Selling Restrictions

1. United States of America

1.1 The Instruments have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Securities Act ("Regulation S") or pursuant to an exemption from the registration requirements of the Securities Act. Each Dealer has represented and agreed that it has offered and sold, and agrees that it will offer and sell, the Instruments of any Series (i) as part of their distribution at any time and (ii) otherwise until 40 days after the completion of the distribution of an identifiable Series of which such Instruments are a part, as determined and certified to the Fiscal Agent by such Dealer, or, in the case of a Syndicated Issue, by the Lead Manager, only in accordance with Rule 903 of Regulation S. Accordingly, each Dealer has represented and agreed that neither it, its affiliates nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts with respect to the Instruments, and it and they have complied and will comply with the offering restrictions requirement of Regulation S. Each Dealer has agreed to notify the Fiscal Agent or, in the case of a Syndicated Issue, the Lead Manager, when it has completed the distribution of its portion of the Instruments of any Series so that the Fiscal Agent, or, in the case of a Syndicated Issue, the Lead Manager, may determine the completion of the distribution of all Instruments of that Series and notify the other relevant Dealers of the end of the distribution compliance period. Each Dealer has agreed that, at or prior to confirmation of sale of Instruments, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Instruments from it during the distribution compliance period a confirmation or notice to substantially the following effect:

"The securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the completion of the distribution of an identifiable tranche of Notes of which such Notes are a part, except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meanings given to them by Regulation S."

Terms used in this paragraph have the meanings given to them by Regulations S.

Each Dealer has represented that it has not entered into and will not enter into any contractual arrangement with any distributor (as that term is defined in Regulation S) with respect to the distribution of Instruments, except to its affiliates or with the prior written consent of the Issuer.

1.2 For TEFRA D Instruments, the following shall apply:

In addition,

1.2.1 except to the extent permitted under the "TEFRA D Rules:

(i) each Dealer has represented that it has not offered or sold, and has agreed that during the 40-day restricted period it will not offer, or sell, Instruments in bearer form to a person who is within the United States or its possessions or to a United States person; and

(ii) has represented that it has not delivered and has agreed that it will not deliver within the United States or its possessions definitive Instruments in bearer form that are sold during the restricted period;

1.2.2 each Dealer has represented that it has and agrees that throughout the restricted period it will have in effect procedures reasonably designed to ensure that its employees or agents who are directly engaged in selling Instruments in bearer form are aware that such Instruments may not be offered, sold or delivered during the restricted period to a person who is within the United States or its possessions or to

- 92 - a United States person, except as permitted by the TEFRA D Rules;

1.2.3 if it is a United States person, each Dealer has represented that it is acquiring the Instruments for purposes of resale in connection with their original issuance and if it retains Instruments for its own account, it will only do so in accordance with the requirements of U.S.Treas.Reg. § 1.163-5(c)(2)(i)(D)(6); and

1.2.4 with respect to each affiliate that acquires from it Instruments for the purpose of offering or selling such Instruments during the restricted period, it either (a) repeats and confirms the representations contained in Clauses 1.2.1, 1.2.2 and 1.2.3 on behalf of such affiliate or (b) agrees that it will obtain from such affiliate for the benefit of the Issuer the representations and agreements contained in Clauses 1.2.1, 1.2.2 and 1.2.3.

Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 1986 and regulations thereunder, including the TEFRA D Rules.

1.3 For TEFRA C Instruments, the following shall apply:

In addition, under the TEFRA C Rules, Instruments in bearer form must be issued and delivered outside the United States and its possessions in connection with their original issuance. Each Dealer has represented and agreed that it has not offered, sold or delivered, and shall not offer, sell or deliver, directly or indirectly, Instruments in bearer form within the United States or its possessions in connection with their original issuance. Further, in connection with the original issuance of Instruments in bearer form, each Dealer has represented that it has not communicated, and shall not communicate, directly or indirectly, with a prospective purchaser if either such purchaser or it is within the United States or its possession or otherwise involve its U.S office in the offer or sale of Instruments in bearer form. Terms used in this paragraph have meanings given to them by the U.S. Internal Revenue Code of 1986 and regulations thereunder, including the C Rules.

1.4 An issuance of index-, commodity- or currency-linked Instruments may be subject to such additional U.S. selling restrictions as the relevant Dealer(s) may agree with the Issuer as a term of the issuance and purchase or, as the case may be, subscription of such Instruments. Each Dealer agrees that it shall offer, sell and deliver such Instruments only in compliance with such additional U.S. selling restrictions.

2. United Kingdom

Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that:

2.1 in relation to any Instruments which have a maturity of less than one year, (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (ii) it has not offered or sold and will not offer or sell any Instruments other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Instruments would otherwise constitute a contravention of Section 19 of the Financial Services and Market Act 2000 ("FSMA") by the Issuer;

2.2 it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Instruments in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and

2.3 it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Instruments in, from or otherwise involving the United Kingdom.

- 93 -

3. Japan

The Instruments have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (the "Financial Instruments and Exchange Act"). Accordingly, each Dealer has represented, warranted and agreed that it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Instruments in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan) or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and other relevant laws and regulations of Japan.

4. European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), each dealer has represented and agreed, that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date") it has not made and will not make an offer of Instruments which are the subject of the offering contemplated by this Prospectus as completed by the Final Terms in relation thereto to the public in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of such Instruments to the public in that Relevant Member State: (1) if the Final Terms in relation to the Instruments specify that an offer of those Instruments may be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State (a "Non-exempt Offer"), following the date of publication of a prospectus in relation to such Instruments which 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, provided that any such prospectus has subsequently been completed by the final terms contemplating such Non-exempt Offer, in accordance with the Prospectus Directive, in the period beginning and ending on the dates specified in such prospectus or final terms, as applicable; (2) at any time to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; (3) at any time to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than EUR 43,000,000; and (3) an annual net turnover of more than EUR 50,000,000, as shown in its last annual or consolidated accounts; (4) at any time to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the relevant dealer or dealers nominated by the Issuer for any such offer; or (5) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Instruments referred to in (2) to (5) above shall require the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression an offer of Instruments to the public in relation to any Instruments in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Instruments to be offered so as to enable an investor to decide to purchase or subscribe the Instruments, as the same may be varied in that Member State by any measure implementing the

- 94 - Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

5. General Each Dealer has acknowledged that no representation is made by the Issuer or any Dealer that any action has been or will be taken in any jurisdiction by the Issuer or any Dealer that would permit a public offering of the Instruments, or possession or distribution of the Prospectus or any other offering material, in any country or jurisdiction where action for that purpose is required. Each Dealer will (to the best of its knowledge after due and careful enquiry) comply with all applicable securities laws and regulations in each jurisdiction in which it purchases, offers, sells or delivers Instruments or has in its possession or distributes the Prospectus or any other offering material, in all cases at its own expense.

- 95 - General Information

1. Notification

The Issuer has requested the CSSF to provide the relevant competent authority in the Federal Republic of Germany, United Kingdom, Ireland, the Netherlands and Austria with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the loi relative aux prospectus pour valeurs mobilières which implements the Prospectus Directive into Luxembourg law (the "Notification"). The Issuer may request the CSSF to provide competent authorities in additional host Member States within the EEA with a Notification.

2. Availability of Documents

For the period of twelve months following the date of the publication of this Prospectus copies of the Articles of Association of the Issuer and of the Annual Reports for the financial years ended December 31, 2007 and 2008 and the Half Year Report 2009 are available for inspection at the head office of the Issuer at 25, rue Edward Steichen, L-2540 Luxembourg and on the official website of the Issuer (www.eepk.lu) as well as at the specified offices of the Listing and Paying Agent in Luxembourg.

3. Authorisations

The establishment of the Programme and the issue of each Series under the Programme has been duly authorised by resolution of the Board of Directors of EEPK of December 5, 2002. For the issue of any Instruments under the Programme no separate resolution of the Board of Directors of the Issuer is necessary.

4. Use of Proceeds

The net proceeds from each issue of Instruments will be used by the Issuer to pursue its business in accordance with the Luxembourg Act of 5 April 1993 relating to the Financial Sector, as amended, in particular by the laws of 21 November 1997 22 June 2000 and 24 October 2008 on mortgage banks.

5. Clearing Systems

The Instruments have been accepted for clearance through Clearstream Banking AG, Neue Börsenstraße 1, 60487 Frankfurt am Main, Germany, Clearstream Banking, société anonyme, 42 Avenue JF Kennedy, 1855 Luxembourg, Luxembourg and Euroclear Bank SA/NV, 1 Boulevard du Roi Albert II, 1210 Brussels, Belgium.

6. Post Issuance Information

In case of Notes or Lettres de Gage in respect of which payment of interest and/or principal is determined by reference to an underlying, the Issuer will not provide any post-issuance information regarding such underlying.

7. Supplements to this Prospectus

Pursuant to Article 16 of the Prospectus Directive, the Issuer will publish a supplement to this Prospectus or publish a new Prospectus if and when the information herein should become materially inaccurate or incomplete or in the event of any significant new factor, material mistake or inaccuracy relating to the information included in this Prospectus which is capable of affecting the assessment of the Instruments and, where approval by the CSSF of any such document is required, upon such approval having been given, all of which will be for use in connection with any subsequent offering of Instruments to be traded on the market of the Luxembourg Stock Exchange appearing on the list of regulated markets issued by the European Commission (Regulated Market "Bourse de Luxembourg").

If the Terms and Conditions of the Instruments (as set out in the Prospectus) are modified or amended in a manner which would make the Prospectus, as supplemented, inaccurate or

- 96 - misleading, a new Prospectus will be prepared to the extent required by law.

The Issuer will, at the specified offices of the Paying Agents, provide, free of charge, upon the oral or written request therefore, a copy of the Prospectus (or any document incorporated by reference in the Prospectus). Written or oral requests for such documents should be directed to the specified office of the Fiscal, Principal Paying and Calculation Agent, the specified office of the Listing and Luxembourg Paying Agent, or to the specified office of any other Paying Agent.

As long as any Instruments are outstanding and traded on the market of the Luxembourg Stock Exchange appearing on the list of regulated markets issued by the European Commission (Regulated Market "Bourse de Luxembourg"), information will be communicated to the Noteholders in accordance with Luxembourg Stock Exchange regulations and recommendations.

8. German Act on Notes

The Notes are subject to the provisions of the German Act on Notes (Gesetz über Schuldverschreibungen aus Gesamtemissionen – SchVG). The terms and conditions of the Notes, issued under this programme will not provide for majority resolutions by Noteholders pursuant §§ 5 et seq. SchVG.

- 97 - Documents Incorporated by Reference

The following documents shall be deemed to be incorporated in, and to form part of, this Prospectus:

- Annual Report 2007 of EEPK - Report by the Board of Directors for the Financial Year 2007 (p. 48 - p. 56) - Independent auditor's report (p. 57) - Balance sheet (p. 58 - p. 59) - Profit and loss account (p. 60) - Notes to the accounts (p. 61 - p. 80) - Cash Flow Statements for the business years 2006 and 2007 (whole document)

- Annual Report 2008 of EEPK - Report by the Board of Directors for the Financial Year 2007 (p. 48 - p. 56) - Independent auditor's report (p. 57) - Balance sheet (p. 58 - p. 59) - Profit and loss account (p. 60) - Notes to the accounts (p. 61- p. 78) - Management Representation Letter (p. 79) - Cash Flow Statement 2008 (whole document)

- Half-Year Report 2009 of EEPK (reviewed) - Half-year report 2009 of the Board of Directors (p. 42 – p. 50) - Report of the independent auditors (p. 51) - Balance Sheet (p. 52 - p. 53) - Profit and loss account (p. 54) - Notes to the accounts (p. 55 – p. 66) - Management Representation Letter (p. 67) - Disclaimer (p. 67)

Any information not listed above but included in the documents incorporated by reference is given for information purposes only.

Documents incorporated by reference herein will be published on the website of the Luxembourg Stock Exchange (www.bourse.lu) and can be obtained free of charge at the head office of the Issuer at 25, rue Edward Steichen, L-2540 Luxembourg.

- 98 - Issuer

Erste Europäische Pfandbrief- und Kommunalkreditbank Aktiengesellschaft in Luxemburg 25, rue Edward Steichen 2540 Luxembourg Luxembourg

Arrangers

Commerzbank Aktiengesellschaft Deutsche Bank Aktiengesellschaft Kaiserstraße 16 (Kaiserplatz) Große Gallusstraße 10-14 60311 Frankfurt am Main 60272 Frankfurt am Main Germany Germany

Dealers

Bayerische Hypo- und Vereinsbank AG Commerzbank Aktiengesellschaft Arabellastraße 12 Kaiserstraße 16 (Kaiserplatz) 80311 Munich 60311 Frankfurt am Main Germany Germany

Credit Suisse Securities (Europe) Danske Bank A/S Limited Holmens Kanal 2-12 One Cabot Square 1092 Copenhagen K London E14 4QJ Denmark United Kingdom

Deutsche Bank Aktiengesellschaft DZ BANK AG Deutsche Zentral- Große Gallusstraße 10-14 Genossenschaftsbank, 60272 Frankfurt am Main Frankfurt am Main Germany Platz der Republik 60265 Frankfurt am Main Germany

Fortis Bank nv-sa J.P. Morgan Securities Ltd. Montagne du Parc 3 125 London Wall 1000 Brussels London EC2Y 5AJ Belgium United Kingdom

Landesbank Baden-Württemberg The Royal Bank of Scotland plc Am Hauptbahnhof 2 135 Bishopsgate 70173 Stutgart London EC2M 3UR Germany United Kingdom

Fiscal Agent

Deutsche Bank Aktiengesellschaft Trust & Securities Services Große Gallusstraße 10-14 60272 Frankfurt am Main Germany

Listing Agent

Deutsche Bank Luxembourg S.A. 2, Boulevard Konrad Adenauer 1115 Luxembourg Luxembourg

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Legal Advisers to the Dealers

as to German Law as to Luxembourg Law Linklaters LLP Linklaters LLP Mainzer Landstraße 16 35, Avenue John F. Kennedy 60325 Frankfurt am Main P.O. Box 1107 Germany 1011 Luxembourg Luxembourg

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