Bond NRW Bank 0% ( XS0771144754 ) in USD

NRW Bank

100 % ▲

Germany

XS0771144754 ( in USD )

10/04/2042

Prospectus brochure of the bond NRW.BANK XS0771144754 en USD 0%, maturity 10/04/2042

NRW.BANK is a German public-sector bank focusing on providing financial services to the state of North Rhine-Westphalia, including public institutions, businesses, and private individuals.

The Bond issued by NRW Bank ( Germany ) , in USD, with the ISIN code XS0771144754, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 10/04/2042

Application has been made by NRW.BANK to the Luxembourg Stock Exchange in its capacity as relevant market operator of the
regulated market of the Luxembourg Stock Exchange for the approval of this simplified prospectus so that notes in bearer form
(other than Notes in registered form) to be issued under the Programme (as defined below) may be admitted to trading on the
regulated market of the Luxembourg Stock Exchange and may be listed on the Official List of the Luxembourg Stock Exchange
pursuant to Chapter 2 of Part III of the Loi relative aux prospectus pour valeurs mobilières dated 10th July, 2005.

SIMPLIFIED PROSPECTUS
NRW.BANK
(incorporated as a public law institution in the Federal Republic of Germany (Germany))
(the Issuer)

Debt Issuance Programme
This simplified prospectus (the Simplified Prospectus) is dated 28th April, 2011 (the Date of Publication). It replaces
and supersedes the simplified prospectus dated 30th April, 2010 and describes the Debt Issuance Programme (the
Programme) of the Issuer, under which the Issuer may issue (i) unsubordinated notes (the Unsubordinated Notes) or
subordinated notes (the Subordinated Notes) in bearer form (the Bearer Notes) or in registered form (the Registered
Notes and, together with the Bearer Notes, the Notes). In accordance with Article 51 of the Prospectus Act (as
defined herein), this Simplified Prospectus shall be valid for twelve months following its Date of Publication. Any
Notes to be issued under the Programme on or after the Date of Publication will be issued subject to the provisions
described herein. This does not affect any Notes issued prior to the Date of Publication.
This Simplified Prospectus is to be read and construed in conjunction with any supplement hereto and all documents
which are incorporated by reference herein (see the section entitled "Documents Incorporated by Reference") or in any
supplement hereto and, in relation to any Tranche (as defined herein) of Notes, together with the relevant Final Terms
(as defined herein). This Simplified Prospectus shall be read and construed on the basis that such documents are
incorporated in and form part of this Simplified Prospectus.
The binding language of this Simplified Prospectus is English. The sections entitled "Form of the Final Terms" and
"Terms and Conditions of the Notes" are accompanied in each case by a German language translation. The binding
language of the Final Terms and the Conditions (as defined herein) (if any) prepared in relation to Notes to be issued
under the Programme may be German or English as stated in the relevant Final Terms and the relevant Conditions (if
any).
An investment in Notes to be issued under the Programme involves certain risks. For a discussion of these risks
see the section entitled "Risk Factors".
Arrangers
BNP PARIBAS
Deutsche Bank
Dealers
Barclays Capital
BNP PARIBAS
Citi
Commerzbank
Deutsche Bank
DZ BANK AG
HSBC
J.P. Morgan
Landesbank Baden-Württemberg
Morgan Stanley
Natixis
NRW.BANK
The Royal Bank of Scotland
UBS Investment Bank
UniCredit Bank
WestLB AG
WGZ BANK

TABLE OF CONTENTS

Page
Responsibility Statement ........................................................................................................................................ 3
Important Notice..................................................................................................................................................... 3
General Description of the Programme .................................................................................................................. 5
Listing Information................................................................................................................................................. 6
Summary................................................................................................................................................................. 7

General information relating to the Programme......................................................................... 7

Information relating to the Issuer............................................................................................... 9

Information relating to the Terms and Conditions of the Notes............................................... 11

Information relating to Risk Factors ........................................................................................ 18
Risk Factors .......................................................................................................................................................... 19

Factors that may affect NRW.BANK's ability to fulfil its obligations under Notes to be
issued under the Programme .................................................................................................... 19

Factors which are material for the purpose of assessing the market risks associated with
Notes to be issued under the Programme ................................................................................. 20

The Notes may not be a suitable investment for investors......................................... 20

Risks related to the structure of particular Notes....................................................... 21

Risks related to Notes generally ................................................................................ 26

Risks related to the market generally......................................................................... 27

Legal investment considerations may restrict certain investments ............................ 27
Form of the Notes ................................................................................................................................................. 28

Form of the Bearer Notes......................................................................................................... 28

Form of the Registered Notes .................................................................................................. 29
Issue Procedures ................................................................................................................................................... 30
Form of the Final Terms ....................................................................................................................................... 31
Terms and Conditions of the Notes ...................................................................................................................... 53

Part I Basic Terms Terms and Conditions of the Notes in Bearer Form............................ 55

Part II Annexes to the Basic Terms..................................................................................... 101

A. Terms and Conditions of Notes in Registered Form........................................... 101

B. Terms and Conditions for Definitive Notes in Bearer Form............................... 116
Description of the Issuer..................................................................................................................................... 129
Recent Developments and Outlook .................................................................................................................... 139
Use of Proceeds .................................................................................................................................................. 142
Documents Incorporated by Reference............................................................................................................... 143
Taxation.............................................................................................................................................................. 146
Subscription and Sale ......................................................................................................................................... 152
General Information ........................................................................................................................................... 156

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RESPONSIBILITY STATEMENT
NRW.BANK accepts sole responsibility for the information contained in this Simplified Prospectus (including any
information incorporated by reference herein) and confirms that (i) the German language translations of each of the
sections entitled "Form of the Final Terms" and "Terms and Conditions of the Notes" correctly and adequately reflects
the English language versions of each such section and (ii) the English language translations of the Annual Report 2009
of NRW.BANK and the Annual Report 2010 of NRW.BANK, each incorporated by reference into this Simplified
Prospectus, correctly and adequately reflects the respective binding German language versions of each such Annual
Report. Having taken all reasonable care to ensure that such is the case, NRW.BANK confirms (in accordance with
Article 49 of the Luxembourg Law on Prospectuses for Securities (loi relative aux prospectus pours valeurs mobilières;
the Prospectus Act) transforming Directive 2003/71/EC of the European Parliament and of the Council of 4th
November, 2003 (the Prospectus Directive) into law in Luxembourg) that the information contained in this Simplified
Prospectus is, to the best of its knowledge and belief, in accordance with the facts and that this Simplified Prospectus
makes no omission likely to affect its import.

IMPORTANT NOTICE
The Issuer has confirmed to the Dealers (as defined below) that this Simplified Prospectus contains (in accordance with
Article 48 (1) of the Prospectus Act) all information which is necessary to enable investors to make an informed
assessment of the assets and liabilities, financial position, profit and losses, and prospects of the Issuer, and of any
rights attaching to the Notes; that this Simplified Prospectus contains all information with regard to the Issuer and the
Notes which is material in the context of the Programme and the issue and offer of Notes thereunder; that this
Simplified Prospectus is accurate in all material respects and is not misleading; that any opinions and intentions
expressed herein are honestly held and based on reasonable assumptions; that there are no other facts, the omission of
which would make any statement, whether fact or opinion, in this Simplified Prospectus misleading in any material
respect; and that all reasonable enquiries have been made to ascertain all facts and to verify the accuracy of all
statements contained herein.
The Dealers have not independently verified the information contained herein. Accordingly, no representation, warranty
or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers as to the
accuracy or completeness of the information contained or incorporated by reference in this Simplified Prospectus or any
other information provided by the Issuer in connection with the Programme. Neither any Dealer nor any other person
mentioned in this Simplified Prospectus (excluding the Issuer) accepts any liability in relation to the information
contained or incorporated by reference in this Simplified Prospectus or any other information provided by the Issuer in
connection with the Programme, in each case to the extent permitted by the laws of any relevant jurisdiction.
No person is or has been authorised by the Issuer or any of the Dealers to give any information or to make any
representation not contained in or not consistent with this Simplified Prospectus or any other information supplied in
connection with the Programme or any Notes 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 the delivery of this Simplified Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances 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 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 condition or affairs of the Issuer during the life of the Programme or to advise any investor in the Notes of
any information coming to their attention. Investors should review, inter alia, the most recently published documents
incorporated by reference into this Simplified Prospectus when deciding whether or not to purchase any Notes.
The Issuer has undertaken with the Dealers that it will, (i) on or before the anniversary of the date of this Simplified
Prospectus, (ii) (in accordance with Article 55 of the Prospectus Act) in the event of any significant new factor, material
mistake or inaccuracy relating to the information included in this Simplified Prospectus which is capable of affecting
the assessment of any Notes to be issued under the Programme and which arises or is noted between the time this
Simplified Prospectus is approved and trading on any regulated market of such Notes begins, or (iii) in the event of a
change in the condition of the Issuer which is material in the context of the Programme or the issue of Notes prepare a
supplement to this Simplified Prospectus or a new Simplified Prospectus for use in connection with any subsequent
issue of Notes. Such supplement or new Simplified Prospectus will be obtainable, free of charge, from (i) the registered
office of the Issuer (NRW.BANK, Kavalleriestraße 22, 40213 Düsseldorf, Germany), (ii) the specified offices of each

3

of the Fiscal Agent (Deutsche Bank Aktiengesellschaft, Große Gallusstraße 10-14, 60272 Frankfurt am Main,
Germany) and the Paying Agents in Germany (NRW.BANK, Kavalleriestraße, 22, 40213 Düsseldorf, Germany) and
Luxembourg (Deutsche Bank Luxembourg S.A., 2, boulevard Konrad Adenauer, L-1115 Luxembourg), and (iv) the
website of the Luxembourg Stock Exchange (www.bourse.lu), where such supplement or new Simplified Prospectus
will also be viewable.
Neither this Simplified Prospectus nor any other information supplied in connection with the Programme or any Notes
(i) 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 Simplified Prospectus or any other information supplied in
connection with the Programme or any Notes should purchase any Notes. Each investor contemplating purchasing any
Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the Issuer.
Neither this Simplified Prospectus nor any Final Terms nor any other information supplied in connection with
the Programme or the issue of any Notes under the Programme constitutes an offer or invitation by or on behalf
of the Issuer or any of the Dealers to any person to subscribe for or to purchase any Notes.
Neither this Simplified Prospectus nor any Final Terms may be used by anyone for the purpose of an offer to sell
or the solicitation of an offer to subscribe for or to purchase any Notes in any jurisdiction to any person to whom
it is unlawful to make the offer or solicitation in such jurisdiction.
The distribution of this Simplified Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. Neither the Issuer nor any of the Dealers represents that this Simplified Prospectus may be lawfully
distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other
requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assumes any responsibility
for facilitating any such distribution or offering. Accordingly, no Notes may be offered or sold, directly or indirectly,
and neither this Simplified Prospectus nor any advertisement or other offering material may be distributed or published
in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations.
Persons into whose possession this Simplified Prospectus, any Final Terms, any Conditions or any Notes may come
must inform themselves about, and observe, any such restrictions on the distribution of this Simplified Prospectus, any
Final Terms, any Conditions and the offer and/or sale of Notes. In particular, there are restrictions on the distribution of
this Simplified Prospectus and the offer and/or sale of Notes in a number of jurisdictions, including, but not limited to,
the United States of America (the United States), Japan and the European Economic Area (the EEA) (including, but
not limited to, Belgium, the Republic of France (France), Germany, the Republic of Italy (Italy), the Grand Duchy of
Luxembourg (Luxembourg) and the United Kingdom) (see the section entitled "Subscription and Sale"). The Notes
have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities
Act) and are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or
delivered within the United States or to U.S. persons (see the section entitled "Subscription and Sale").
This Simplified Prospectus contains certain forward-looking statements. A forward-looking statement is a statement
that does not relate to historical facts and events. They are based on the analyses or forecasts of future results and
estimates of amounts not yet determinable or foreseeable. These forward-looking statements are identified by the use of
terms and phrases such as "anticipate", "believe", "could", "estimate", "except", "intend", "may", "plan", "predict",
"project", "will" and similar terms and phrases, including references and assumptions. This applies, in particular, to
statements in this Simplified Prospectus containing information on future earnings capacity, plans and expectations
regarding the Issuer's business and management, its growth and profitability, and general economic and regulatory
conditions and other factors that affect it.
Forward-looking statements in this Simplified Prospectus are based on current estimates and assumptions that the Issuer
makes to the best of its present knowledge. These forward-looking statements are subject to risks, uncertainties and
other factors which could cause actual results, including the Issuer's financial condition and results of operations, to
differ materially from and be worse than results that have expressly or implicitly been assumed or described in these
forward-looking statements. The Issuer's business is also subject to a number of risks and uncertainties that could cause
a forward-looking statement, estimate or prediction in this Simplified Prospectus to become inaccurate. Accordingly,
potential investors are strongly advised to read the following sections of this Simplified Prospectus: "Summary", "Risk
Factors" and "Description of the Issuer". These sections include more detailed descriptions of factors that might have
an impact on the Issuer's business and the markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Simplified Prospectus may not
occur. In addition, neither the Issuer nor the Dealers assume any obligation, except as required by law, to update any
forward-looking statement or to conform these forward-looking statements to actual events or developments.

4

GENERAL DESCRIPTION OF THE PROGRAMME
Under the Programme, the Issuer may from time to time issue Notes denominated in any currency agreed between the
Issuer and the relevant Dealer(s) (as defined below).
The Notes may be issued on a continuing basis to one or more of the Dealers specified in the section entitled
"Summary" and any additional Dealer appointed under the Programme from time to time by the Issuer, which
appointment may be for a specific issue or on an ongoing basis (each a Dealer and, together, the Dealers). References
in this Simplified Prospectus to the relevant Dealer shall, in the case of an issue of Notes being (or intended to be)
subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes. The Notes will be issued in
such denominations as may be agreed between the Issuer and the relevant Dealer, save that the minimum denomination
of the Notes will be (i) such amount 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 (as defined below), and (ii) in
the case of Credit Linked Notes, Euro 100,000 or its foreign currency equivalent on the relevant date of issue.
Notice of the aggregate nominal amount or principal amount of the Notes, the interest (if any) payable in respect of the
Notes, the issue price of the Notes, and any other terms not contained herein which are applicable to each Tranche of
Notes will be set out in the final terms (the Final Terms) which, with respect to Bearer Notes to be listed on the
regulated market of the Luxembourg Stock Exchange, will be filed with the Luxembourg Stock Exchange on or before
the date of issue of the Notes of such Tranche and will contain the final terms of each Tranche of Bearer Notes. Copies
of Final Terms prepared in connection with the issue and listing of Notes will be obtainable, free of charge, from (i) the
registered office of the Issuer (NRW.BANK, Kavalleriestraße 22, 40213 Düsseldorf, Germany), (ii) the specified
offices of each of the Fiscal Agent (Deutsche Bank Aktiengesellschaft, Große Gallusstraße 10-14, 60272 Frankfurt am
Main, Germany) and the Paying Agents in Germany (NRW.BANK, Kavalleriestraße 22, 40213 Düsseldorf, Germany)
and Luxembourg (Deutsche Bank Luxembourg S.A., 2, boulevard Konrad Adenauer, L-1115 Luxembourg), and (iv) (in
the case of Bearer Notes to be listed on the regulated market of the Luxembourg Stock Exchange only) the website of
the Luxembourg Stock Exchange (www.bourse.lu), where such copies will also be viewable. Copies of Final Terms
prepared in connection with Notes which are not to be listed on any stock exchange will be obtainable free of charge for
the Holders (as defined below) of the Notes from the registered office of the Issuer (address as set out above).
All references in this document to U.S. Dollars, U.S.$, USD and $ refer to the currency of the United States of
America, those to Sterling, GBP and £ refer to the currency of the United Kingdom, those to Japanese Yen, Yen and ¥
refer to the currency of Japan and those to Euro, EUR and refer to the currency introduced at the start of the third
stage of European economic and monetary union pursuant to the Treaty establishing the European Community, as
amended.
In connection with the issue and distribution of any Tranche of Notes, the Dealer or Dealers (if any) disclosed as
the stabilising manager(s) in the relevant Final Terms (or persons acting on behalf of any stabilising manager(s))
may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level
higher than that which might otherwise prevail. However, there is no assurance that the stabilising manager(s)
(or persons acting on behalf of a stabilising manager) 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
Tranche of Notes 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 Tranche of Notes and 60 days after the date of the allotment of the
relevant Tranche of Notes. Any stabilisation action or over-allotment must be conducted by the relevant
stabilising manager(s) (or persons acting on behalf of any stabilising manager(s)) in accordance with all
applicable laws and rules.

5

LISTING INFORMATION
This Simplified Prospectus has been drawn up in order to permit the admission of Bearer Notes to be issued under the
Programme to trading on the regulated market of the Luxembourg Stock Exchange. In relation to such Bearer Notes
only, it constitutes a simplified prospectus within the meaning of Articles 46 (1) and 48 (4) of the Prospectus Act. This
Simplified Prospectus fulfills the requirements set out in Part III Chapter 2 of the Prospectus Act and Part 2 Chapter I
Subchapter 1 of the Rules and Regulations of the Luxembourg Stock Exchange in relation to Bearer Notes to be issued
under the Programme. However, this Simplified Prospectus does not meet the requirements set forth in the
Prospectus Directive and Commission Regulation (EC) no. 809/2004 implementing the Prospectus Directive and
it has not been, and will not be, submitted for approval to any competent authority within the meaning of the
Prospectus Directive. Neither Bearer Notes nor Registered Notes to be issued under the Programme will qualify
for the benefit of the single European passport pursuant to the Prospectus Directive.
Application has been made to the Luxembourg Stock Exchange in its capacity as relevant market operator of the
regulated market of the Luxembourg Stock Exchange for the approval of this Simplified Prospectus (in relation to
Bearer Notes only) so that Bearer Notes to be issued under the Programme may be admitted to trading on the regulated
market of the Luxembourg Stock Exchange and may be listed on the Official List of the Luxembourg Stock Exchange,
which requires (i) the scrutiny by the Luxembourg Stock Exchange of the completeness of this Simplified Prospectus
pursuant to Article 47 (1) of the Prospectus Act in connection with Article 45 (2) of the Prospectus Act, and (ii) the
publication of this Simplified Prospectus pursuant to Article 46 (1) of the Prospectus Act in connection with Article 54
of the Prospectus Act. Accordingly, copies of this Simplified Prospectus and any supplements hereto or any documents
incorporated by reference herein are obtainable, free of charge, from (i) the registered office of the Issuer
(NRW.BANK, Kavalleriestraße 22, 40213 Düsseldorf, Germany), (ii) the specified offices of each of the Fiscal Agent
(Deutsche Bank Aktiengesellschaft, Große Gallusstraße 10-14, 60272 Frankfurt am Main, Germany) and the Paying
Agents in Germany (NRW.BANK, Kavalleriestraße 22, 40213 Düsseldorf, Germany) and Luxembourg (Deutsche Bank
Luxembourg S.A., 2, boulevard Konrad Adenauer, L-1115 Luxembourg), and (iv) the website of the Luxembourg
Stock Exchange (www.bourse.lu), where such copies will also be viewable.
References in this Simplified Prospectus to Notes being listed in Luxembourg (and all related references) shall mean
that such Notes have been admitted to trading on the regulated market of the Luxembourg Stock Exchange and have
been listed on the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated
market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council
of 21st April, 2004 on markets in financial instruments amending Council Directives 85/611/EEC and 93/6/EEC and
Directive 2000/12/EC of the European Parliament and of the Council and repealing Council Directive 93/22/EEC.
The Programme provides that Bearer Notes may be admitted to trading or listed, as the case may be, on such other or
further stock exchanges or markets as may be agreed between the Issuer and the relevant Dealer including, but not
limited to, the regulated market (regulierter Markt) of any stock exchange located in Germany, if such admission or
listing is carried out in compliance with any laws and regulations applicable to the admission or listing of the Bearer
Notes on such stock exchange or market.
The Issuer may also issue Notes not admitted to trading on any market and/or unlisted Notes.
The relevant Final Terms relating to each Tranche of Notes will state whether or not the Notes are to be admitted to
trading and/or are to be listed and, if so, on which stock exchanges and/or markets.
Registered Notes will not be listed on any stock exchange or market.

6

SUMMARY
The following summary must be read as an introduction to this simplified prospectus (the Simplified Prospectus) and
any decision to invest in any Tranche (as defined below) of unsubordinated notes (the Unsubordinated Notes) or
subordinated notes (the Subordinated Notes) in bearer form (the Bearer Notes) or in registered form (the Registered
Notes and, together with the Bearer Notes, the Notes) should be based on a consideration of this Simplified Prospectus
as a whole, including the documents incorporated by reference and the relevant Final Terms (as defined below)
applicable to such Tranche (as defined below). It does not purport to be a complete description of the provisions
applicable to the Programme (as defined below) or a particular Tranche of Notes thereunder and is qualified in its
entirety by the remainder of this Simplified Prospectus, including the documents incorporated by reference, and, in
relation to any particular Tranche of Notes, the relevant Final Terms.
GENERAL INFORMATION RELATING TO THE PROGRAMME
Description:
The debt issuance programme of NRW.BANK (the Programme) is a programme
for the issue of Notes.
Issuer:
NRW.BANK
Arrangers:
BNP PARIBAS
Deutsche Bank Aktiengesellschaft
Dealers:
Barclays Bank PLC
BNP PARIBAS
Citigroup Global Markets Limited
Commerzbank Aktiengesellschaft
Deutsche Bank Aktiengesellschaft
DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main
HSBC Bank plc
J.P. Morgan Securities Ltd.
Landesbank Baden-Württemberg
Morgan Stanley & Co. International plc
Natixis
NRW.BANK
The Royal Bank of Scotland plc
UBS Limited
UniCredit Bank AG
WestLB AG
WGZ BANK AG Westdeutsche Genossenschafts-Zentralbank
and any other Dealers appointed from time to time by the Issuer either generally
in respect of the Programme or in relation to a particular Tranche of Notes.
The name(s) of the relevant Dealer(s) will be stated in the relevant Final Terms.
Fiscal Agent:
Deutsche Bank Aktiengesellschaft
Paying Agents in Relation to
NRW.BANK
Bearer Notes:
as Paying Agent in Germany (if so specified in the relevant Final Terms) and
Deutsche Bank Luxembourg S.A.
as Paying Agent in Luxembourg (if so specified in the relevant Final Terms)
and any other paying agent appointed from time to time by the Issuer either
generally in respect of the Programme or in relation to a particular Series (as
defined below) of Notes.
Registrar in Relation to
Deutsche Bank Aktiengesellschaft
Registered Notes:

7

Luxembourg Listing Agent:
Deutsche Bank Luxembourg S.A.
Distribution of Notes:
Notes may be distributed on a syndicated or non-syndicated basis. The method of
distribution of each Tranche of Notes will be set out in the final terms (the Final
Terms) applicable to such Tranche.
Certain Restrictions:
Each issue of Notes denominated in a currency in respect of which particular
laws, guidelines, regulations, restrictions or reporting requirements apply will
only be issued in circumstances which comply with such laws, guidelines,
regulations, restrictions or reporting requirements from time to time.
Currencies:
Notes may be denominated in Euro, Sterling, U.S. Dollars, Japanese Yen and,
subject to any applicable legal or regulatory restrictions, any other currency
agreed between the Issuer and the relevant Dealer. Payments of interest and
principal in respect of the Notes may be made in and/or linked to, any currency or
currencies other than the currency in which such Notes are denominated. See the
subsections entitled "Dual Currency Notes" and "FX-linked Notes" below for
further details.
Ratings of Notes:
The Issuer's long-term debt has been rated AAA by Fitch Ratings Ltd. (Fitch),
Aa1 by Moody's Investors Services Limited (Moody's) and AA- by Standard &
Poor's Rating Services, a division of The McGraw-Hill Companies Inc.
(Standard & Poor's).
The Issuer's short-term debt has been rated F-1+ by Fitch, P-1 by Moody's and A-
1+ by Standard & Poor's.
For the purposes of Fitch ratings, AAA denotes the lowest expectation of credit
risk and an exceptionally strong capacity for timely payment of financial
commitments, and F-1+ denotes the highest credit quality and indicates the
strongest capacity for timely payment of financial commitments; the "+"denotes
any exceptionally strong credit feature.
Fitch has been established in the European Union and has applied for registration
under Commission Regulation (EC) no. 1060/2009 but it has not yet been
registered with the relevant competent authority under Commission Regulation
(EC) no. 1060/2009. Therefore, no registration decision has yet been provided by
the relevant competent authority.
For the purposes of Moody's ratings, Aa1 means obligations are judged to be of
high quality and are subject to very low credit risk and P-1 means the obligor has
a superior ability to repay short-term debt obligations.
Moody's has been established in the European Union and has applied for
registration under Commission Regulation (EC) no. 1060/2009 but it has not yet
been registered with the relevant competent authority under Commission
Regulation (EC) no. 1060/2009. Therefore, no registration decision has yet been
provided by the relevant competent authority.
For the purposes of Standard & Poor's ratings, AA- means that the obligor's
capacity to meet its financial commitment on the obligation is very strong and A-
1+ means the obligor's capacity to meet its financial commitment on the
obligation is extremely strong.
Standard & Poor's has been established in the European Union and has applied
for registration under Commission Regulation (EC) no. 1060/2009 but it has not
yet been registered with the relevant competent authority under Commission
Regulation (EC) no. 1060/2009. Therefore, no registration decision has yet been
provided by the relevant competent authority.

8

Notes to be issued under the Programme may be rated or unrated. Where a
Tranche of Notes is rated, such rating will not necessarily be the same as the
rating assigned to the long-term debt or the short-term debt of the Issuer.
A security rating is not a recommendation to buy, sell or hold securities and may
be subject to suspension, change or withdrawal at any time by the assigning
rating agency.
Approval, Admission to Trading Application has been made by the Issuer to the Luxembourg Stock Exchange in
and Listing:
its capacity as relevant market operator of the regulated market of the
Luxembourg Stock Exchange for the approval of this Simplified Prospectus (in
relation to Bearer Notes only) so that Bearer Notes to be issued under the
Programme may be admitted to trading on the regulated market of the
Luxembourg Stock Exchange and may be listed on the Official List of the
Luxembourg Stock Exchange, which requires (i) the scrutiny by the Luxembourg
Stock Exchange of the completeness of this Simplified Prospectus pursuant to
Article 47 (1) of the Prospectus Act in connection with Article 45 (2) of the
Prospectus Act, and (ii) the publication of this Simplified Prospectus pursuant to
Article 46 (1) of the Prospectus Act in connection with Article 54 of the
Prospectus Act.

The Programme provides that Bearer Notes may be admitted to trading or listed,
as the case may be, on such other or further stock exchanges or markets as may be
agreed between the Issuer and the relevant Dealer including, but not limited to,
the regulated market (regulierter Markt) of any stock exchange located in the
Federal Republic of Germany (Germany), if such admission or listing is carried
out in compliance with any laws and regulations applicable to the admission or
listing of the Bearer Notes on such stock exchange or market.

The Issuer may also issue Notes not admitted to trading on any stock exchange or
market and/or unlisted Notes.

The relevant Final Terms relating to each Tranche of Notes will state whether or
not the Notes are to be admitted to trading and/or are to be listed and, if so, on
which stock exchanges and/or markets.

Registered Notes will not be listed on any stock exchange or market.
Selling Restrictions Relating to
There are certain restrictions on the offer, sale and transfer of the Notes in the
the Notes:
United States of America (the United States), Japan and the European Economic
Area (the EEA) (including, but not limited to, Belgium, the Republic of France,
Germany, the Republic of Italy, the Grand Duchy of Luxembourg and the United
Kingdom) as set out in the section entitled "Subscription and Sale" and such other
restrictions as may be required in connection with the offering and sale of a
particular Tranche of Notes in a particular jurisdiction, which will be set out in
the relevant Final Terms.
INFORMATION RELATING TO THE ISSUER
Description:
NRW.BANK is a legally autonomous public-law institution. NRW.BANK is
registered with the Commercial Registers in Düsseldorf (HRA 15277) and
Münster (HRA 5300) and has registered offices in both cities at Kavalleriestraße
22, 40213 Düsseldorf and Friedrichstraße 1, 48145 Münster, respectively.
NRW.BANK's principal place of business is Düsseldorf.
Business:
NRW.BANK is the development bank for the State of North Rhine Westphalia.
NRW.BANK provides financing for securing and improving the small and
medium-sized business sector, provides venture capital, promotes, among others,
social housing and urban development, infrastructure initiatives, agricultural,
forestry and rural initiatives, environmental protection initiatives and social,
cultural and scientific initiatives.

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As a competitively neutral development bank under the Verständigung II accord,
NRW.BANK benefits from explicit guarantees from, among others, the State of
North Rhine-Westphalia as well as from institutional liability (Anstaltslast) and
guarantor liability (Gewährträgerhaftung). A copy of the Verständigung II accord
is viewable on NRW.BANK's website (www.nrwbank.de).
Capitalisation and
The following table presents the unconsolidated capitalisation of NRW.BANK as
Indebtedness:
extracted from the audited unconsolidated annual accounts as at 31st December,
2010 of NRW.BANK pursuant to German General Accepted Accounting
Principles (GAAP) at the dates specified:

as at 31st December,

2010
2009

(in Euro millions)

Long-term liabilities

Certificated liabilities
68,074.4
63,280.3

Other liabilities

(Banks; remaining time to
32,317.1
31,061.8
maturity more than one year)

(Customers; remaining time to
20,932.8
22,324.0
maturity more than one year)

=53,249.9
=53,385.8
Total long-term liabilities
121,324.3
116,666.1

Short-term liabilities

(Banks; remaining time to
6,524.6
17,580.1
maturity less than or equal one
year)

(Customers; remaining time to
3,838.2
2,182.8
maturity less than or equal one
year)

=10,362.8
=19,762.9

Total liabilities
131,687.1
136,429.0

Trend Information:
There has been no material change in the prospects of NRW.BANK since 31st
December, 2010.
Management Information:
Management of NRW.BANK is carried out by the Managing Board which is
comprised of the following members:

Dietmar P. Binkowska, Chairman of the Managing Board

Klaus Neuhaus

Michael Stölting

Dietrich Suhlrie

The business address of each of the aforementioned is Kavalleriestraße 22, 40213
Düsseldorf, Germany.
Use of Proceeds:
Generally, the net proceeds from each issue of Notes will be applied by the Issuer
for its general corporate purposes, which include making a profit and hedging
certain risks.

If, in respect of any particular issue, there is a particular identified use of proceeds
other than applying the net proceeds to NRW.BANK's general corporate

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