Obligation Deutsche Pfandbriefinstitut 0% ( XS0118953529 ) en EUR

Deutsche Pfandbriefinstitut

100 % ⇌

Allemagne

XS0118953529 ( en EUR )

27/10/2020 - Obligation échue

Prospectus brochure de l'obligation Deutsche Pfandbriefbank XS0118953529 en EUR 0%, échue

100 000 EUR

15 000 000 EUR

Deutsche Pfandbriefbank (pbb) est une banque allemande spécialisée dans le financement immobilier et infrastructurel, émettant des Pfandbriefe (obligations hypothécaires).

L'obligation de la Deutsche Pfandbriefbank (ISIN : XS0118953529), émise en EUR pour un montant total de 15 000 000 EUR avec un minimum d'achat de 100 000 EUR, à un taux d'intérêt de 0%, est arrivée à échéance le 27 octobre 2020 et a été intégralement remboursée à son prix nominal de 100%.

Information Memorandum
THE WESTHYP
Westfälische Hypothekenbank Aktiengesellschaft
Dortmund, Federal Republic of Germany
Euro 15,000,000,000
Debt Issuance Programme (the "Programme")
Application has been made to list Notes (including Pfandbriefe) in bearer form to be issued under the
Programme on the Luxembourg Stock Exchange. Notes issued under the Programme may also be
listed on an alternative stock exchange or may not be listed at all. Pfandbriefe in registered form will
not be listed on any stock exchange.
Arrangers
Deutsche Bank
Merrill Lynch International
Dealers
ABN AMRO
BNP PARIBAS
CDC IXIS Capital Markets
Citigroup
Deutsche Bank
DZ BANK AG
Dresdner Kleinwort
Goldman Sachs
HSBC
Wasserstein
International
HVB Corporates & Markets
Merrill Lynch
Morgan Stanley
International
SG Investment Banking
UBS Warburg
WGZ-Bank
Westdeutsche Genossenschafts-
Zentralbank eG
The date of this Information Memorandum is May 28, 2003. This Information Memorandum replaces
the Information Memorandum dated May 27, 2002 and is valid for one year from the date hereof.

Westfälische Hypothekenbank Aktiengesellschaft ("The WestHyp", the "Issuer" or the "Bank") accepts
responsibility for the information contained in the Information Memorandum. To the best of the
knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the
case), the information contained in the Information Memorandum is in accordance with the facts
and does not omit anything likely to affect the import of such information.
The Information Memorandum should be read and construed with any amendment or supplement
thereto and with any other documents incorporated by reference (according to the rules of the
Luxembourg Stock Exchange) and, in relation to any Series (as defined herein) of Notes and Notes
not issued in series, should be read and construed together with the relevant Pricing Supplement(s)
(as defined herein).
The Issuer has confirmed to the dealers as set forth on the cover page (the "Dealers") that the Infor-
mation Memorandum is true and accurate in all material respects and is not misleading; that any
opinions and intentions expressed by it therein are honestly held and based on reasonable assump-
tions; that there are no other facts with respect to the Issuer, the omission of which would make the
Information Memorandum as a whole or any statement therein or opinions or intentions expressed
therein misleading in any material respect; and that all reasonable enquiries have been made to ver-
ify the foregoing.
No person has been authorised by the Issuer to give any information or to make any representation
not contained in or not consistent with the Information Memorandum or any other document entered
into in relation to the Programme or any information supplied by the Issuer or such other information
as is in the public domain and, if given or made, such information or representation should not be
relied upon as having been authorised by either the Issuer or any Dealer. The Dealers do not consti-
tute an underwriting syndicate or otherwise take responsibility for the subscription, sale or other
matters in connection with any issue of Notes under the Programme except to the extent that any
Dealer takes part in such issue as manager, underwriter, selling agent or in similar capacity. The deliv-
ery of this Information Memorandum and the statement on the cover page that it is valid for one year
from the date hereof do not imply any assurance by the Issuer or any Dealer that this Information
Memorandum will continue to be correct at all times during such one-year period except that the
Issuer will publish a supplement to this Information Memorandum if and when required in the event
of certain material changes occuring subsequent to the publication of this Information Memorandum
and prior to the listing of any Notes issued under the Programme.
Neither the delivery of the Information Memorandum nor any Pricing Supplement nor the offering,
sale or delivery of any Note shall, in any circumstances, create any implication that the information
contained in the Information Memorandum is true subsequent to the date upon which the Informa-
tion Memorandum has been most recently amended or supplemented or that there has been no
adverse change in the financial situation of the Issuer since the date thereof or, as the case may be,
the date upon which the Information Memorandum has been most recently amended or supplement-
ed or the balance sheet date of the most recent financial statements which are deemed to be incorpo-
rated into the Information Memorandum by reference or that any other information supplied in con-
nection with the Programme is correct at any time subsequent to the date on which it is supplied or, if
different, the date indicated in the document containing the same.
This document may only be communicated or caused to be communicated in circumstances in which
section 21(1) of the Financial Services and Markets Act 2000 ("FSMA") does not apply.
The Notes will not be registered under the United States Securities Act of 1933, as amended, and will
include Notes in bearer form that are subject to U.S. tax law requirements. Subject to certain excep-
tions, Notes may not be offered, sold or delivered within the United States or to U.S. persons, see
"Selling Restrictions".
The distribution of the Information Memorandum and any Pricing Supplement and the offering, sale
and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose pos-
session the Information Memorandum or any Pricing Supplement comes are required by the Issuer
and the Dealers to inform themselves about and to observe any such restrictions. For a description of
certain restrictions on offers, sales and deliveries of Notes and on the distribution of the Information
2

Memorandum or any Pricing Supplement and other offering material relating to the Notes, see "Sell-
ing Restrictions".
Neither the Information Memorandum nor any Pricing Supplement may be used for the purpose of
an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not
authorised or to any person to whom it is unlawful to make such an offer or solicitation.
Neither the Information Memorandum nor any Pricing Supplement constitutes an offer or an invita-
tion to subscribe for or purchase any Notes and should not be considered as a recommendation by
the Issuer, the Dealers or any of them that any recipient of the Information Memorandum or any
Pricing Supplement should subscribe for or purchase any Notes. Each recipient of the Information
Memorandum or any Pricing Supplement shall be taken to have made its own investigation and
appraisal of the condition (financial or otherwise) of the Issuer.
In connection with the issue of any Tranche (as defined herein) of Notes under the Programme, the
Dealer (if any) who is specified in the relevant Pricing Supplement as the stabilising institution or any
person acting for him may over-allot or effect transactions with a view to supporting the market price
of the Notes of the Series of which such Tranche forms part and any associated securities at a level
higher than that which might otherwise prevail for a limited period after the issue date. However,
there may be no obligation on the stabilising institution to do this. Such stabilising, if commenced,
may be discontinued at any time, and must be brought to an end after a limited period. Such stabilis-
ing shall be in compliance with all applicable laws, regulations and rules.
In this Information Memorandum all references to "5" or "euro" are to the single currency of the
European Economic and Monetary Union.
3

Table of Contents
Page
Summary of the Programme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
Issue Procedures
In Respect of Notes in Bearer Form (including Pfandbriefe) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11
In Respect of Pfandbriefe in Registered Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12
Terms and Conditions of the Notes
(German language version/English language version) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13
Part I Basic Terms
A. Terms and Conditions of the Notes in Bearer Form other than Pfandbriefe . . . . . . . . . . . . .
59
B. Terms and Conditions of Pfandbriefe in Bearer Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
73
C. Terms and Conditions of Jumbo-Pfandbriefe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
83
Part II Supplement to the Basic Terms
A. Pfandbriefe in Registered Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
89
B. Definitive Notes in Bearer Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
92
Form of Pricing Supplement / Muster-Konditionenblatt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
98
Westfälische Hypothekenbank Aktiengesellschaft . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
112
Incorporation and Seat . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
112
Objects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
112
Share Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
112
Capitalisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
112
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
113
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
114
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
114
Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
114
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
114
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
116
Recent Developments and Outlook . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
122
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
123
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
126
Pfandbriefe and The Mortgage Banking Sector . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
126
Clearing Systems . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
127
Selling Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
127
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
130
Listing Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
130
Authorisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
131
Documents Incorporated by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
131
Availability of Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
132
Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
132
Material Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
132
Names and Addresses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
133
4

Summary of the Programme
The following summary does not purport to be complete and is taken from and qualified in its
entirety by the remainder of this Information Memorandum and, in relation to the terms and condi-
tions of any particular Tranche of Notes, the applicable Pricing Supplement. Expressions defined in
"Terms and Conditions of the Notes" below shall have the same meaning in this Summary unless
specified otherwise.
Issuer:
Westfälische Hypothekenbank Aktiengesellschaft ("The WestHyp")
Arrangers:
Deutsche Bank Aktiengesellschaft
Merrill Lynch International
Dealers:
ABN AMRO Bank N.V.
Bayerische Hypo- und Vereinsbank AG
BNP PARIBAS
CDC IXIS Capital Markets
Citigroup Global Markets Limited
Deutsche Bank Aktiengesellschaft
DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main
Dresdner Bank Aktiengesellschaft
Goldman Sachs International
HSBC Trinkaus & Burkhardt Kommanditgesellschaft auf Aktien
Merrill Lynch International
Morgan Stanley Bank AG
SociØtØ GØnØrale
UBS Limited
WGZ-Bank, Westdeutsche Genossenschafts-Zentralbank eG
Fiscal Agent:
Deutsche Bank Aktiengesellschaft
Paying Agents:
Banque de Luxembourg S.A. (Luxembourg Paying Agent)
and other institutions, all as indicated in the applicable Pricing Supplement.
Listing Agent:
Banque de Luxembourg S.A.
Regulatory Matters:
Any issue of Notes denominated in a currency in respect of which particular
laws, regulations, guidelines, restrictions and reporting requirements apply
will only be issued in circumstances which comply with such laws, regulations,
guidelines, restrictions and reporting requirements from time to time. Without
prejudice to the generality of the foregoing:
Issues of Notes denominated in Swiss Francs or carrying a Swiss Franc related
element with a maturity of more than one year (other than Notes privately placed
with a single investor with no publicity) will be effected in compliance with the
relevant regulations of the Swiss National Bank based on Article 7 of the Federal
Law on Banks and Savings Banks of 1934, as amended, and Article 15 of the Fed-
eral Law on Stock Exchanges and Securities Trading of 24th March, 1995 in con-
nection with Article 2(2) of the Ordinance of the Federal Banking Commission on
Stock Exchanges and Securities Trading of 25th June, 1997. Under such regula-
tions, the relevant Dealer or, in the case of a syndicated issue, the lead manager,
must be a bank domiciled in Switzerland (which includes branches or subsidi-
aries of a foreign bank located in Switzerland) or a securities dealer licensed by
the Swiss Federal Banking Commission as per the Federal Law on Stock
Exchanges and Securities Trading of 24th March, 1995 (the "Swiss Dealer"). The
Swiss Dealer must report certain details of the relevant transaction to the Swiss
National Bank no later than the relevant Issue Date for such a transaction.
5

The Issuer will ensure that Yen Notes will only be issued in compliance with
applicable Japanese laws, regulations, guidelines and policies. The Issuer or
its designated agent shall submit such reports or information as may be
required from time to time by applicable laws, regulations and guidelines pro-
mulgated by Japanese authorities in the case of Yen Notes. Each Dealer agrees
to provide any necessary information relating to Yen Notes to the Issuer (which
shall not include the names of clients) so that the Issuer may make any required
reports to the competent authority of Japan for itself or through its designated
agent.
Each issue of Notes in respect of which the issue proceeds are accepted by the
Issuer in the United Kingdom (including Notes denominated in Sterling) shall
be made in accordance with all applicable laws, regulations and guidelines (as
amended from time to time) of United Kingdom authorities and relevant in the
context of the issue of Notes, and the Issuer shall submit (or procure the sub-
mission on its behalf of) such reports or information as may from time to time
be required for compliance with such laws, regulations and guidelines. The
Issuer shall ensure that such Notes have the maturities and denominations as
required by such laws, regulations and guidelines.
Programme
Up to euro 15,000,000,000 (or its equivalent in other currencies) outstanding at
Amount:
any time. The Issuer may increase the amount of the Programme in accord-
ance with the terms of the Dealer Agreement from time to time.
Distribution:
Notes may be distributed by way of public or private placements and, in each
case, on a syndicated or non-syndicated basis. The method of distribution of
each Tranche will be stated in the relevant Pricing Supplement.
Method of Issue:
Notes in bearer form (including Pfandbriefe) will be issued on a continuous
basis in Tranches (each a "Tranche"), each Tranche consisting of Notes which
are identical in all respects. One or more Tranches, which are expressed to be
consolidated and forming a single series and identical in all respects, but hav-
ing different issue dates, interest commencement dates, issue prices and dates
for first interest payments may form a Series ("Series") of Notes. Further Notes
may be issued as part of existing Series. The specific terms of each Tranche
(which will be supplemented, where necessary, with supplemental terms and
conditions) will be set forth in the applicable Pricing Supplement.
Issue Price:
Notes may be issued at an issue price which is at par or at a discount to, or
premium over, par.
Currencies:
Subject to any applicable legal or regulatory restrictions, notably the German
Mortgage Bank Act, and requirements of relevant central banks, Notes may be
issued in euro as well as Canadian dollars, Japanese Yen, Pounds Sterling,
Swiss Francs, U.S. dollars or any other currency agreed by the Issuer and
Dealers.
Denominations
Notes will be issued in such denominations as may be agreed between the Issuer
of Notes:
and the relevant Dealer and as indicated in the applicable Pricing Supplement
save that the minimum denomination of the Notes will be such 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 specified currency.
Unless otherwise permitted by then current laws and regulations, Notes in re-
spect of which the issue proceeds are to be accepted by the Issuer in the United
Kingdom will have a minimum denomination of £ 100,000 (or its equivalent in
other currencies), unless such Notes may not be redeemed until on or after the
first anniversary of their date of issue.
6

Maturities:
Such maturities as may be agreed between the Issuer and the relevant Dealer
and as indicated in the applicable Pricing Supplement, subject to such mini-
mum or maximum maturities 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 Issuer or the relevant Specified Currency.
At the date of this Information Memorandum, the minimum maturity of Ster-
ling denominated Notes issued by The WestHyp is one year.
Form of Notes:
Notes other than Pfandbriefe may be issued in bearer form only. Pfandbriefe
may be issued in bearer or registered form.
Notes to which U.S. Treasury Regulation S.1.163-5(c) (2) (i) (C) (the "TEFRA C
Rules") applies ("TEFRA C Notes") will be represented either initially by a tem-
porary global Note in bearer form, without interest coupons, in an initial prin-
cipal amount equal to the aggregate principal amount of such Notes ("Tempo-
rary Global Note") or permanently by a permanent global Note in bearer form,
without interest coupons, in a principal amount equal to the aggregate princi-
pal amount of such Notes ("Permanent Global Note"). Any Temporary Global
Note will be exchanged for either definitive Notes in bearer form ("Definitive
Notes") or in part for Definitive Notes and in the other part for one or more
collective global Notes in bearer form ("Collective Global Notes").
Notes to which U.S. Treasury Regulation S.1.163-5 (c) (2) (i) (D) (the "TEFRA D
Rules") applies ("TEFRA D Notes") will always be represented initially by a
Temporary Global Note which will be exchanged for either Notes represented
by one or more Permanent Global Note(s) or Definitive Notes or in part for
Definitive Notes and in the other part for one or more Collective Global Notes,
in each case not earlier than 40 days and not later than 180 days after the com-
pletion of distribution of the Notes comprising the relevant Tranche upon certi-
fication of non U.S.-beneficial ownership in the form available from time to
time at the specified office of the Fiscal Agent.
Notes in bearer form to which neither the TEFRA C Rules nor the TEFRA D
Rules apply will be represented either initially by a Temporary Global Note or
permanently by a Permanent Global Note. Any Temporary Global Note will be
exchanged for either Definitive Notes or in part for Definitive Notes and in the
other part for one or more Collective Global Notes.
Permanent Global Notes will not be exchanged for Definitive Notes or Collec-
tive Global Notes.
Pfandbriefe:
Notes may be issued by The WestHyp as Mortgage Pfandbriefe (Hypotheken-
pfandbriefe) or Public Pfandbriefe (Öffentliche Pfandbriefe).
Mortgage and Public Pfandbriefe constitute recourse obligations of The WestHyp.
They are secured or "covered" by separate pools of mortgage loans (in the case of
Mortgage Pfandbriefe) or public loans (in the case of Public Pfandbriefe), the suffi-
ciency of which is determined by the German Mortgage Bank Act and monitored
by an independent trustee. See "Pfandbriefe and The Mortgage Banking Sector".
Fixed Rate Notes:
Fixed interest will be payable on such basis as may be agreed between the
relevant Issuer and the relevant Dealer as specified in the applicable Pricing
Supplement.
Floating Rate
Floating Rate Notes will bear interest on such basis as may be agreed between
Notes:
the Issuer and the relevant Dealer, as indicated in the applicable Pricing Sup-
plement. The Margin, if any, relating to such variable rate will be agreed be-
tween the Issuer and the relevant Dealer for each Series of Floating Rate Notes.
Interest periods for Floating Rate Notes will be one, two, three, six or twelve
months or such other period(s) as may be agreed between the Issuer and the
relevant Dealer, as indicated in the applicable Pricing Supplement.
7

Index Linked Notes:
Payments of principal in respect of Index Linked Redemption Amount Notes or
of interest in respect of Index Linked Interest Notes (together "Index Linked
Notes") will be calculated by reference to such index and/or formula as the
Issuer and the relevant Dealer may agree (as indicated in the applicable Pricing
Supplement). Each issue of Index Linked Notes will be made in compliance
with all applicable legal and/or regulatory requirements.
Other provisions
Floating Rate Notes and Index Linked Interest Notes may also have a maxi-
in relation to
mum interest rate, a minimum interest rate or both.
Floating Rate
Interest on Floating Rate Notes and Index Linked Interest Notes in respect of
Notes and
each Interest Period, as selected prior to issue by the Issuer and the relevant
Index Linked
Dealer, will be payable on such Interest Payment Dates specified in, or deter-
Interest Notes:
mined pursuant to, the applicable Pricing Supplement and will be calculated
as indicated in the applicable Pricing Supplement.
Dual Currency
Payments (whether in respect of principal or interest and whether at maturity
Notes:
or otherwise) in respect of Dual Currency Notes will be made in such curren-
cies, and based on such rates of exchange, as the Issuer and the relevant
Dealer may agree (as indicated in the applicable Pricing Supplement).
Zero Coupon Notes:
Zero Coupon Notes will be offered and sold at a discount to their principal
amount and will not bear interest other than in the case of late payment.
Redemption:
The applicable Pricing Supplement will indicate either that the Notes cannot be
redeemed prior to their stated maturity (except for taxation reasons, or, in the
case of Senior Notes (as defined herein) only, upon the occurrence of an event
of default) or that such Notes will be redeemable at the option of the Issuer
and/or the Holders upon giving notice within the notice period (if any) indi-
cated in the applicable Pricing Supplement to the Holders or the Issuer, 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 Pricing Supple-
ment.
Unless permitted by then current laws and regulations, Notes in respect of
which the issue proceeds are to be accepted by the Issuer in the United King-
dom will have a minimum redemption amount of £ 100,000 (or its equivalent
in other currencies), unless such Notes may not be redeemed until on or after
the first anniversary of their date of issue.
Pfandbriefe will not in any event be capable of being redeemed prior to their
stated maturity for taxation reasons or at the option of their Holders.
Taxation:
All amounts payable in respect of the Notes will 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 way of withholding or deduction of source by or on
behalf of the Federal Republic of Germany, or any political subdivision or any
authority thereof or therein having power to tax unless such withholding or deduc-
tion is required by law. In such event, the Issuer will (subject to certain exceptions)
pay such additional amounts as shall be necessary in order that the net amounts
received by the Holders of the Notes after such withholding or deduction shall
equal the respective amounts which would otherwise have been receivable in re-
spect of the Notes in the absence of such withholding or deduction.
The Terms and Conditions of the Notes may provide that the Issuer is not obliged
to pay such additional amounts in the event of taxes or duties being withheld or
deducted from amounts payable as aforesaid.
Pfandbriefe will not provide for the obligation of The WestHyp to pay such addi-
tional amounts in the event of taxes or duties being withheld or deducted from
amounts payable as aforesaid.
8

Early Redemption for Early redemption for taxation reasons will be permitted as provided in § 5 of
Taxation Reasons:
the Terms and Conditions of the Notes.
Pfandbriefe will not be subject to early redemption for taxation reasons as they
will not provide for the obligation of The WestHyp to pay additional amounts
as described under "Taxation" above.
Status of the Notes:
The senior Notes (the "Senior Notes") will constitute unsecured and unsubordi-
nated obligations of the Issuer ranking pari passu among themselves and pari
passu with all other unsecured and unsubordinated obligations of the Issuer.
The Pfandbriefe will constitute unsubordinated obligations ranking pari passu
among themselves and (i) in the case of Public Pfandbriefe pari passu with all
other obligations of The WestHyp under Public Pfandbriefe and (ii) in the case
of Mortgage Pfandbriefe pari passu with all other obligations of The WestHyp
under Mortgage Pfandbriefe. Pfandbriefe are covered, however, by separate
pools of public loans (in the case of Public Pfandbriefe) or mortgage loans (in
the case of Mortgage Pfandbriefe).
The subordinated Notes (the "Subordinated Notes") will constitute unsecured
and subordinated obligations of the Issuer ranking pari passu among themselves
and pari passu with all other subordinated obligations of the Issuer. In the event
of the dissolution, liquidation, bankruptcy, composition or other proceedings for
the avoidance of bankruptcy of, or against the Issuer, such obligations will be
subordinated to the claims of all unsubordinated creditors of the Issuer.
Negative Pledge:
The Terms and Conditions of the Notes do not contain a negative pledge provision.
Events of Default
The Senior Notes will provide for events of default entitling Holders to demand
and Cross Default:
immediate redemption of the Notes as set out in § 9 of the Terms and Condi-
tions of the Notes.
The Subordinated Notes will not provide for any event of default entitling
Holders to demand immediate redemption of the Notes.
Pfandbriefe will not provide for any event of default entitling Holders to
demand immediate redemption of the Notes.
The terms of the Notes will not provide for a cross-default.
Listing:
Application has been made to list Notes (including Pfandbriefe) in bearer form
to be issued under the Programme on the Luxembourg Stock Exchange. The
Programme provides that Notes (including Pfandbriefe) in bearer form may be
listed on other or further stock exchanges, as may be agreed between the Issuer
and the relevant Dealer(s) in relation to each issue. Notes may further be issued
under the Programme which will not be listed on any stock exchange.
Pfandbriefe in registered form will not be listed on any stock exchange.
Governing Law:
German law.
Selling Restrictions:
There will be specific restrictions on the offer and sale of Notes and the distri-
bution of offering materials in Germany, the United States of America, the
United Kingdom, Japan, The Netherlands and France and such other restric-
tions as may be required under applicable law in connection with the offering
and sale of a particular Tranche of Notes. Each Tranche of Notes denominated
in a currency in respect of which particular laws, guidelines, regulations,
restrictions or reporting requirements apply will only be issued in circum-
stances which comply with such laws, guidelines, regulations, restrictions or
reporting requirements from time to time. See "Subscription and Sale".
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Jurisdiction:
Non-exclusive place of jurisdiction for any legal proceedings arising under the
Notes is Frankfurt am Main.
In the case of Pfandbriefe, such place of jurisdiction is exclusive if the proceed-
ings are brought by merchants (Kaufleute), legal persons under public law
(juristische Personen des öffentlichen Rechts), special funds under public law
(öffentlich-rechtliche Sondervermögen) and persons not subject to the general
jurisdiction of the courts of the Federal Republic of Germany (Personen ohne
allgemeinen Gerichtsstand in der Bundesrepublik Deutschland).
The German courts have exclusive jurisdiction over the annulment of lost or
destroyed Pfandbriefe.
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