Vorarlberger Landes- und Hypothekenbank Aktiengesellschaft

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78 [Paying Agent[s]: Deutsche Bank Luxembourg S. A. 2, Boulevard Konrad Adenauer 1115 Luxembourg Grand Duchy of Luxembourg] [insert other Paying Agents and specified offices] [If the Fiscal Agent is to be appointed as Calculation Agent insert: The Fiscal Agent shall also act as Calculation Agent.] [If a Calculation Agent other than the Fiscal Agent is to be appointed insert: The Calculation Agent and its initial specified office shall be: Calculation Agent: [insert name and specified office]] The Fiscal Agent [,] [and] [the Paying Agent[s]] [and the Calculation Agent] reserve[s] the right at any time to change [its] [their respective] specified office[s] to some other specified office in the same city. (2) Variation or Termination of Appointment. The Issuer reserves the right at any time to vary or terminate the appointment of the Fiscal Agent [or any Paying Agent] [or the Calculation Agent] and to appoint another Fiscal Agent or additional [or other Paying Agents] [or another Calculation Agent]. The Issuer shall at all times maintain (i) a Fiscal Agent [in the case of Notes listed on a stock exchange insert: [,] [and] (ii) so long as the Notes are listed on the [name of Stock Exchange], a Paying Agent (which may be the Fiscal Agent) with a specified office in [location of Stock Exchange] and/or in such other place as may be required by the rules of such stock exchange] [in the case of payments in U. S. Dollars insert: [,] [and] [(iii)] if payments at or through the offices of all Paying Agents outside the United States (as defined in § 4 hereof) become illegal or are effectively precluded because of the imposition of exchange controls or similar restrictions on the full payment or receipt of such amounts in United States dollars, a Paying Agent with a specified office in New York City] [if any Calculation Agent is to be appointed insert: and [(iv)] a Calculation Agent [if Calculation Agent is required to maintain a Specified Office in a Required Location insert: with a specified office located in [insert Required Location]]. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency, when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Holders in accordance with § 10. (3) Agents of the Issuer. The Fiscal Agent[,] [and] [the Paying Agent[s]] [and the Calculation Agent] act[s] solely as agent[s] of the Issuer and do[es] not have any obligations towards or relationship of agency or trust to any Holder. § 7 TAXATION All amounts payable in respect of the Notes shall be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of the Republic of Austria or any political subdivision or any authority thereof or therein having power to tax unless such withholding or deduction is required by law. § 8 PRESCRIPTION, PRECLUSION (1) Interest. A claim for payment of interest shall by statute be barred after expiry of three years. (2) Principal. The right to claim payment of principal shall lapse ten years after the respective due date unless such claim has been filed with court before such time. § 9 FURTHER ISSUES, PURCHASES AND CANCELLATION (1) Further Issues. The Issuer may from time to time, without the consent of the Holders, issue further Notes having the same terms and conditions as the Notes in all respects (or in all respects except for the issue date, interest commencement date and/or issue price) so as to form a single Series with the Notes. (2) Purchases. The Issuer may at any time purchase Notes in the open market or otherwise and at any price. Notes purchased by the Issuer may, at the option of the Issuer, be held, resold or surrendered to the
79 Fiscal Agent for cancellation. If purchases are made by tender, tenders for such Notes must be made available to all Holders of such Notes alike. (3) Cancellation. All Notes redeemed in full shall be cancelled forthwith and may not be reissued or resold. § 10 NOTICES [In the case of Notes which are listed on the Luxembourg Stock Exchange insert: (1) Publication. All notices concerning the Notes will be made by means of electronic publication on the internet website of the Luxembourg Stock Exchange (www.bourse.lu). Any notice so given will be deemed to have been validly given on the third day following the date of such publication.] [In the case of Notes which are listed on a Stock Exchange other than the Luxembourg Stock Exchange insert: (1) Publication. All notices concerning the Notes shall be published in one leading daily newspaper having general circulation in [the Republic of Austria] [the Federal Republic of Germany] [London] [specify other location]. [This] [These] newspaper[s] [is] [are] expected to be the [Amtsblatt zur Wiener Zeitung] [Börsen-Zeitung][Financial Times] [insert other applicable newspaper having general circulation]. Any notice so given will be deemed to have been validly given on the seventh day following the date of such publication (or, if published more than once, on the seventh day following the date of the first such publication).] [(2)] Notification to Clearing System. [In the case of Notes which are unlisted insert: The Issuer shall deliver all notices concerning the Notes to the Clearing System for communication by the Clearing System to the Holders. Any such notice shall be deemed to have been given to the Holders on the seventh day after the day on which the said notice was given to the Clearing System.] [In the case of Notes which are listed on the Luxembourg Stock Exchange insert: So long as any Notes are listed on the Luxembourg Stock Exchange, subparagraph (1) shall apply. In the case of notices regarding the Rate of Interest or, if the Rules of the Luxembourg Stock Exchange so permit, the Issuer may deliver the relevant notice to the Clearing System for communication by the Clearing System to the Holders, in lieu of publication in the newspapers set forth in subparagraph (1) above; any such notice shall be deemed to have been given to the Holders on the seventh day after the day on which the said notice was given to the Clearing System.] [In the case of Notes which are listed on a Stock Exchange other than the Luxembourg Stock Exchange insert: The Issuer may, in lieu of publication in the newspapers set forth in subparagraph (1) above, deliver the relevant notice to the Clearing System, for communication by the Clearing System to the Holders, provided that, the rules of the stock exchange on which Notes are listed permit such form of notice. Any such notice shall be deemed to have been given to the Holders on the seventh day after the day on which the said notice was given to the Clearing System.] § 11 APPLICABLE LAW, PLACE OF JURISDICTION AND ENFORCEMENT (1) Applicable Law. The Notes, as to form and content, and all rights and obligations of the Holders and the Issuer, shall be governed by Austrian law. (2) Submission to Jurisdiction. The competent court in Vienna shall have non-exclusive jurisdiction for any action or other legal proceedings ("Proceedings") arising out of or in connection with the Notes. (3) Enforcement. Any Holder of Notes may in any proceedings against the Issuer, or to which such Holder and the Issuer are parties, protect and enforce in his own name his rights arising <strong>und</strong>er such Notes on the basis of (i) a statement issued by the Custodian with whom such Holder maintains a securities account in respect of the Notes (a) stating the full name and address of the Holder, (b) specifying the aggregate principal amount of Notes credited to such securities account on the date of such statement and (c) confirming that the Custodian has given written notice to the Clearing System containing the information pursuant to (a) and (b) and (ii) a copy of the Note in global form certified as being a true copy by a duly authorised officer of the Clearing System or a depository of the Clearing System, without the need for production in such proceedings of the actual records or the global note representing the Notes. For purposes of the foregoing, "Custodian" means any bank or other financial institution of recognised
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This document constitutes two base
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3 In respect of the issue of any Tr
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5 Part II - Addenda to the Basic Te
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7 Deutsche Bank Aktiengesellschaft
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9 Summary The following constitutes
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11 Fixed Rate Notes and Step-Up and
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13 Since 1 January 2010 Ernst & You
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Switzerland: 15 The Issuer has expa
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17 loans (in the case of Public Pfa
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19 Entities (as specified in the ap
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Resolutions of Holders Holders' Rep
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23 P-1 (Rating für kurzfristige Ba
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Allgemeine Risiken in Bezug auf str
Page 27 and 28: 27 Landesbank Baden-Württemberg un
Page 29 and 30: Trend Information 29 Seit der Verö
Page 31 and 32: Beschreibung der Schuldverschreibun
Page 33 and 34: Ergänzungskapitalschuldverschreibu
Page 35 and 36: Vorzeitige Rückzahlung aus Steuerg
Page 37 and 38: 37 Risk Factors Risk Factors regard
Page 39 and 40: 39 instruments unless it has the ex
Page 41 and 42: 41 Note is exposed to the risk that
Page 43 and 44: Substitution of the Issuer 43 The T
Page 45 and 46: 45 Main categories of products sold
Page 47 and 48: 47 The following companies were inc
Page 49 and 50: 49 FINANCIAL INFORMATION CONCERNING
Page 51 and 52: 51 Statement of cash flows on the b
Page 53 and 54: 53 Terms and Conditions of the Note
Page 55 and 56: 55 together the "ICSDs")] [Oesterre
Page 57 and 58: (c) [If any Interest Payment Date w
Page 59 and 60: 59 [(5)] Notification of Rate of In
Page 61 and 62: 61 District of Columbia) and its po
Page 63 and 64: [In the case of Notes other than Su
Page 65 and 66: 65 Fiscal Agent: Deutsche Bank Akti
Page 67 and 68: 67 (3) Notice. Any notice, includin
Page 69 and 70: 69 newspaper having general circula
Page 71 and 72: 71 B. TERMS AND CONDITIONS OF PFAND
Page 73 and 74: 73 (d) In this § 3 "Business Day"
Page 75 and 76: 75 by the Calculation Agent shall (
Page 77: 77 [In the case of Notes other than
Page 81 and 82: 81 PART II - ADDENDA TO THE BASIC T
Page 83 and 84: 83 [§ 6 (AGENTS) to be replaced in
Page 85 and 86: 85 B. PFANDBRIEFE IN REGISTERED FOR
Page 87 and 88: 87 [If a Calculation Agent other th
Page 89 and 90: 89 Teil I - GRUNDBEDINGUNGEN A. ANL
Page 91 and 92: 91 nachrangigen Verbindlichkeiten d
Page 93 and 94: 93 ["[Londoner] [zutreffenden ander
Page 95 and 96: 95 [Im Fall von Nullkupon-Schuldver
Page 97 and 98: 97 (4) Erfüllung. Die Emittentin w
Page 99 and 100: 99 Wahl-Rückzahlungstag(e) (Call)
Page 101 and 102: 101 [Im Fall von Ergänzungskapital
Page 103 and 104: 103 § 9 KÜNDIGUNG (1) Kündigungs
Page 105 and 106: 105 Gegenstand eine Änderung der A
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Page 109 and 110: 109 Bei jeder Tilgung oder Zahlung
Page 111 and 112: 111 EURIBOR ist, einfügen: Tausend
Page 113 and 114: 113 [Im Fall von anders Strukturier
Page 115 and 116: 115 Ratenzahlungstermin(e) Rate(n)
Page 117 and 118: 117 (2) Ankauf. Die Emittentin ist
Page 119 and 120: 119 TEIL II - ZUSÄTZE ZU DEN GRUND
Page 121 and 122: 121 dem diese Geschäftsbanken für
Page 123 and 124: 123 B. NAMENSPFANDBRIEFE Die unten
Page 125 and 126: 125 [§ 6 (DIE EMISSIONSSTELLE [,]
Page 127 and 128: 127 DESCRIPTION OF RULES REGARDING
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129 In case of Notes listed on the
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131 Part I.: Terms and Conditions T
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� Notes without nominal amount (
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INTEREST (§ 3) ZINSEN (§ 3) � F
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Minimum and Maximum Rate of Interes
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139 Early Redemption at the Option
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141 Name and address of the Holders
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Eurosystem eligibility( 31 ) EZB-F
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[Einzelheiten hier einfügen] 145
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� Qualified and Non-qualified Inv
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149 Geld- und Briefkursen erwirtsch
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151 them if the resulting income ta
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153 Insofar as the Notes have not b
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155 Also with respect to limited ta
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157 Pfandbriefe Pfandbriefe are sta
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General 159 Selling Restrictions Ea
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161 made and will not make an offer
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Use of Proceeds 163 General Informa
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165 Documents on Display Following
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Barclays Bank PLC 5, The North Colo
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Vorarlberger Landes- und Hypothekenbank Aktiengesellschaft

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