HYPO TIROL BANK AG

Terms and Conditions of the NotesEnglish Language VersionThe Terms and Conditions of the Notes (the "Terms and Conditions") are set forth below in two Parts:PART I sets out the basic terms (the "Basic Terms") comprising the Terms and Conditions that apply to (a)Series of Notes in bearer form (other than Pfandbriefe) (Part I(A)); and (b) Series of Pfandbriefe in bearerform (Part I (B)).PART II sets forth two addendums (the "Addenda") to the Basic Terms: (a) in PART II (A) those provisionsthat apply to Notes in registered form (other than Pfandbriefe) and which are supplemental to the provisionsof PART I (A); and (b) in Part II (B) those provisions that apply to Pfandbriefe in registered form and whichare supplemental to the provisions of PART I (B).The Basic Terms and the Addenda thereto together constitute the Terms and Conditions.* * *This Series of Notes is issued pursuant to [in the case of Notes (including Covered Bonds but otherthan Pfandbriefe) in bearer form and Notes (including Pfandbriefe but other than Covered Bonds) inregistered form insert: an Amended and Restated Fiscal Agency Agreement dated as of 15 September2011 (the "Agency Agreement") between HYPO TIROL BANK AG (the "Issuer") and Deutsche BankAktiengesellschaft] [in the case of Pfandbriefe in bearer form insert: the Amended and RestatedAustrian Fiscal Agency Rules dated as of 15 September 2011 (the "Austrian Fiscal Agency Rules")promulgated by HYPO TIROL BANK AG (the "Issuer") in its capacity as issuer and] as fiscal agent (the"Fiscal Agent", which expression shall include any successor fiscal agent thereunder) and the other partiesnamed therein. Copies of the [Agency Agreement] [Austrian Fiscal Agency Rules] may be obtained free ofcharge at the specified office of the Fiscal Agent, at the specified office of any Paying Agent and at the headoffice of the Issuer.[In the case of Long-Form Conditions, and, in case of Notes (including Pfandbriefe but other thanCovered Bonds) in registered form, if the Terms and Conditions and the Final Terms are to beattached:The provisions of these Terms and Conditions apply to the Notes as completed, modified or supplementedby the Final Terms which are attached hereto (the "Final Terms"). The blanks in the provisions of theseTerms and Conditions which are applicable to the Notes shall be deemed to be completed by theinformation contained in the Final Terms as if such information were inserted in the blanks of suchprovisions; any provisions of the Final Terms modifying, supplementing or replacing, in whole or in part, theprovisions of these Terms and Conditions shall be deemed to so modify or supplement the provisions ofthese Terms and Conditions; alternative or optional provisions of these Terms and Conditions as to whichthe corresponding provisions of the Final Terms are not completed or are deleted shall be deemed to bedeleted from these Terms and Conditions; and all provisions of these Terms and Conditions which areinapplicable to the Notes (including instructions, explanatory notes and text set out in square brackets) shallbe deemed to be deleted from these Terms and Conditions, as required to give effect to the Final Terms.Copies of the Final Terms may be obtained free of charge at the specified office of the Fiscal Agent and atthe specified office of any Paying Agent provided that, in the case of Notes which are not listed on any stockexchange, copies of the relevant Final Terms will only be available to Holders of such Notes.]68