Obbligazione European Development Council Bank 2.625% ( US222213AB67 ) in USD

European Development Council Bank

100 USD ▼

Francia

US222213AB67 ( in USD )

2.625% per anno ( pagato 2 volte l'anno)

16/02/2016 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Council of Europe Development Bank US222213AB67 in USD 2.625%, scaduta

1 000 USD

1 000 000 000 USD

222213AB6

La Banca di Sviluppo del Consiglio d'Europa (CEB) è un'istituzione finanziaria internazionale che finanzia progetti di sviluppo in Europa e nei paesi limitrofi, focalizzandosi su infrastrutture, ambiente ed energia sostenibile.

The Obbligazione issued by European Development Council Bank ( France ) , in USD, with the ISIN code US222213AB67, pays a coupon of 2.625% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 16/02/2016

Form 424(b)(5)
424B5 1 d424b5.htm FORM 424(B)(5)
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration Statement No. 333-166746

COUNCIL OF EUROPE DEVELOPMENT BANK
$1,000,000,000
2.625% Notes due 2016

The CEB will pay interest on the 2.625% Notes due 2016 (the "Notes") on February 16 and August 16 of each year. Interest will accrue on
the Notes from and including February 16, 2011, and the first interest payment date will be August 16, 2011. The CEB may not redeem the Notes
prior to their maturity on February 16, 2016. There is no sinking fund for these Notes.

The CEB has applied for the Notes to be admitted to the official list of and to trading on the regulated market of the Luxembourg Stock
Exchange.

PRICE 99.828% AND ACCRUED INTEREST

Underwriting
Price to
Discounts
Proceeds to

Public (1)

And Commissions (2)
CEB (1) (3)

Per Note

99.828%

0.125%

99.703%
Total

$998,280,000
$
1,250,000
$997,030,000

(1)
Plus accrued interest, if any, from February 16, 2011.
(2)
The Bank has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as
amended.
(3)
Before deducting expenses related to the offering.

Neither the Securities and Exchange Commission, any state securities commission, the Luxembourg Stock Exchange nor any foreign
governmental agency has approved or disapproved of these securities or determined whether this prospectus supplement or the accompanying
prospectus is accurate and complete. Any representation to the contrary is a criminal offense.

The Underwriters expect to deliver the Notes to purchasers in book-entry form only through The Depository Trust Company ("DTC") on
February 16, 2011.
Joint-Lead Managers

BNP PARIBAS

HSBC

J.P. Morgan

RBC Capital Markets

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Form 424(b)(5)

The date of this prospectus supplement is February 9, 2011
Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

WHERE YOU CAN FIND MORE INFORMATION
S-4
SUMMARY OF THE OFFERING
S-5
USE OF PROCEEDS
S-7
DESCRIPTION OF NOTES
S-7
CAPITALIZATION AND INDEBTEDNESS
S-10
UNDERWRITING
S-11
VALIDITY OF THE NOTES
S-12
EXPERTS
S-12
GENERAL INFORMATION
S-12
Prospectus

ABOUT THIS PROSPECTUS

1
FORWARD-LOOKING STATEMENTS

1
WHERE YOU CAN FIND MORE INFORMATION

1
PRESENTATION OF FINANCIAL INFORMATION

2
THE COUNCIL OF EUROPE DEVELOPMENT BANK

3
USE OF PROCEEDS

4
DEBT RECORD

4
DESCRIPTION OF SECURITIES

5
General

5
Ranking

6
Negative Pledge

6
Default, Acceleration of Maturity

6
Redemption

7
Repurchase

7
Amendments

7
Governing Law, Jurisdiction and Consent to Service

8
UNDERWRITING

9
GLOBAL CLEARANCE AND SETTLEMENT

10
CURRENCY CONVERSIONS AND FOREIGN EXCHANGE RISKS

14
Currency Conversions

14
Non-U.S. Dollars

14
Foreign Exchange Risks

14
UNITED STATES TAXATION

16
VALIDITY OF THE SECURITIES

28
AUTHORIZED REPRESENTATIVE

28
EXPERTS

28
ENFORCEMENT OF CIVIL LIABILITIES AGAINST CEB

28
If a capitalized term is used in this prospectus supplement and is not defined, it is defined in the accompanying prospectus and has the same
meaning herein.
The Notes are offered globally for sale in those jurisdictions in the United States and elsewhere where it is lawful to make offers. See
"Underwriting".
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this prospectus supplement and the accompanying prospectus come should inform themselves
about and observe any such restrictions. This prospectus supplement and the accompanying prospectus do not constitute, and may not be used in
connection

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Form 424(b)(5)
S-2
Table of Contents
with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such
offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. See "Underwriting".
This prospectus supplement includes particulars given in compliance with the rules governing admission of securities to the official list of and
to trading on the regulated market of the Luxembourg Stock Exchange for the purpose of giving information with regard to the CEB. This
prospectus supplement does not constitute a "prospectus" within the meaning of the Luxembourg law of July 10, 2005 on securities prospectuses.
The CEB accepts full responsibility for the accuracy of the information contained in this prospectus supplement and confirms, having made all
reasonable inquiries, that to the best of its knowledge and belief there are no other facts the omission of which would make any statement herein
misleading in any material respect. The CEB has not authorized anyone to give you any other information, and the Bank takes no responsibility for
any other information that others may give you. You should not assume that the information contained in this prospectus supplement is accurate as
of any other date than the date on the front cover of this prospectus supplement.
Inquiries regarding our listing status on the Luxembourg Stock Exchange should be directed to our Luxembourg listing agent, Dexia Banque
Internationale à Luxembourg, 69, route d'Esch, L-2953 Luxembourg.
This prospectus supplement and the accompanying prospectus will be published on the website of the Luxembourg Stock Exchange at
http://www.bourse.lu.

S-3
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
The registration statement on Schedule B filed by the Bank (Registration No. 333-166746), including the attached exhibits and schedules,
contains additional relevant information about the Notes. The rules and regulations of the Securities and Exchange Commission ("SEC") allow the
Bank to omit certain information included in the registration statement from this prospectus supplement and the accompanying prospectus. The
registration statement, including its various exhibits, is available to the public over the internet at the SEC's website: http://www.sec.gov. You may
also read and copy these documents at the SEC's public reference room, located at 100 F Street, N.E., Washington, D.C. 20549. Please call the
SEC at 1-800-SEC-0330 for further information on the public reference room.
The CEB files annual reports and other information with the SEC, which are available to the public over the internet at http://www.sec.gov or
may be read and copied at the SEC's public reference room. The SEC allows the Bank to "incorporate by reference" the documents that the Bank
files with the SEC, which means that the CEB can disclose important information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus supplement and the accompanying prospectus, and later information that the
CEB files with the SEC will automatically update and supersede this information, as well as the information included in this prospectus supplement
and the accompanying prospectus. We incorporate by reference the annual report on Form 18-K for the CEB for the fiscal year ended
December 31, 2009, as filed with the SEC on May 11, 2009 (File No. 333-164460) (the "Annual Report"), the Amendment No. 1 to such Annual
Report on Form 18-K/A as filed with the SEC on September 2, 2010 ("Amendment No. 1"), the Amendment No. 2 to such Annual Report on Form
18-K/A as filed with the SEC on January 11, 2011 ("Amendment No. 2"), the Amendment No. 3 to such Annual Report on Form 18-K/A as filed
with the SEC on February 7, 2011 ("Amendment No. 3") and any future periodic reports and amendments filed with the SEC under the United
States Securities Exchange Act of 1934, as amended, between the date of this prospectus supplement and the termination of the offering of the
Notes. The Bank's Form 18-K and amendments on Form 18-K/A contain or will contain, among other information, its most recently published
annual report and financial statements, from time to time.
You can obtain any of the documents incorporated by reference in this document through us, from the SEC as described above or, with
respect to the Annual Report, Amendment No. 1, Amendment No. 2 and Amendment No. 3, and so long as any of the Notes are listed on the
Luxembourg Stock Exchange, on the website of the Luxembourg Stock Exchange at http://www.bourse.lu. Documents incorporated by reference
are available from us without charge by requesting them in writing or by telephone from the CEB at the following address and telephone number:
Council of Europe Development Bank
55, avenue Kléber
F-75116 Paris, France
+33 (0)1 47 55 55 00

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Form 424(b)(5)
S-4
Table of Contents
SUMMARY OF THE OFFERING
The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing
elsewhere in this prospectus supplement and the accompanying prospectus.

Issuer
Council of Europe Development Bank
Securities Offered
$1,000,000,000 principal amount of 2.625% Notes due 2016.
Issue Date
February 16, 2011.
Maturity Date
February 16, 2016.
Interest Payment Dates
February 16 and August 16 of each year, commencing August 16,
2011.
Interest Rate
2.625% per annum.
Redemption
The Notes are not subject to redemption prior to maturity.
Settlement Cycle
T+5
Listing
The CEB has applied for the Notes to be admitted to the official list
of and to trading on the regulated market of the Luxembourg Stock
Exchange.
Form, Registration and Settlement
The Notes will be represented by the Global Note registered in the
name of Cede & Co. as nominee for DTC. The Global Note will be
deposited with a custodian for DTC. Except as described in the
accompanying prospectus, beneficial interests in the Global Note
will be represented through accounts of financial institutions acting
on behalf of the beneficial owners as direct and indirect participants
in DTC. Investors may elect to hold interests in the Global Note
through DTC, if they are participants in DTC, or indirectly through
organizations that are participants in DTC. Owners of beneficial
interests in the Global Note will not be entitled to have Notes
registered in their names and will not receive or be entitled to
receive physical delivery of definitive Notes. Initial settlement for
the Notes will be made in immediately available funds in dollars.
See "Global Clearance and Settlement" in the accompanying
prospectus.

S-5
Table of Contents
Withholding Tax; No Additional Amounts
The CEB has been advised that under current United States tax law
payments of principal of and interest on the Notes may generally be
made by the CEB without withholding or deduction for United
States withholding taxes, assuming that the requirements set forth
under "United States Taxation--United States Alien Holders" and
"United States Taxation--Backup Withholding and Information
Reporting" in the accompanying prospectus are satisfied. The CEB
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Form 424(b)(5)
will not pay additional amounts to holders of Notes who are
individuals in respect of any withholding tax. For further details, see
"United States Taxation" in the accompanying prospectus and
"Description of Notes--No Payments of Additional Amounts"
below.

S-6
Table of Contents
USE OF PROCEEDS
The net proceeds from the sale of the Notes offered hereby will be used in the general operations of the CEB, including disbursements of
loans heretofore or hereafter granted by the CEB. The Bank can make no representation as to the particular projects for which, or borrowers to
which, such loans will be made or as to the Member States in which such projects will be located.
DESCRIPTION OF NOTES
The following description of the particular terms and conditions of the Notes offered hereby (referred to in the accompanying prospectus as
the "securities") supplements, and to the extent, if any, inconsistent therewith replaces, the description of the general terms and conditions of the
securities set forth in the accompanying prospectus to which description reference is hereby made. Such descriptions do not purport to be complete
and are qualified in their entirety by reference to the Fiscal Agency Agreement and to the form of Global Note filed by the Council of Europe
Development Bank with the SEC.
General
The 2.625% Notes due 2016 offered hereby (the "Notes") will be issued under a fiscal agency agreement dated as of February 1, 2010 (the
"Fiscal Agency Agreement") between the CEB and Citibank, N.A., as fiscal agent (the "Fiscal Agent"). The Notes constitute direct and unsecured
obligations of the CEB. Interest will be paid on the Notes at the rate of 2.625% per annum and will be payable on February 16 and August 16 of
each year (each, an "Interest Payment Date"), subject to the Business Day Convention as defined below. The Notes will bear interest from
February 16, 2011 and the initial interest payment will be made on August 16, 2011. Interest will be calculated on the basis of a 360-day year
consisting of twelve 30-day months unadjusted. The Notes will mature on February 16, 2016 (the "Maturity Date"). The Notes are not subject to
any sinking fund.
If an Interest Payment Date or the Maturity Date is a day on which banking institutions are authorized or obligated by law to close in New
York, London or in a place of payment, or any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer
("TARGET") System is not operating, then payment of principal or interest need not be made on such Interest Payment Date or Maturity Date, as
applicable. The CEB may make the required payment on the next succeeding day that is not a day on which banking institutions are authorized or
obligated by law to close in New York, London or in the place of payment, or any day on which the TARGET System is not operating. The
payment will be made with the same force and effect as if made on the Interest Payment Date or Maturity Date and no additional interest shall
accrue for the period from the Interest Payment Date or Maturity Date to the date of actual payment. Such adjustments of the Interest Payment Date
or Maturity Date are referred to as the "Business Day Convention".
Fiscal Agent
The duties of the Fiscal Agent will be governed by the Fiscal Agency Agreement. The CEB may replace the Fiscal Agent. The CEB may
maintain deposit accounts and conduct other banking transactions in the ordinary course of business with the Fiscal Agent. The Fiscal Agent is the
agent of the CEB, is not a trustee for the holders of the Notes and does not have the same responsibilities or duties to act for such holders as would
a trustee.
The Fiscal Agent will be responsible for:

· maintaining a record of the aggregate holdings of Notes;

· ensuring that payments of principal and interest in respect of the Notes received by the Fiscal Agent from the CEB are duly credited to

the holders of the Notes; and

· transmitting to the CEB any notices from the holders of the Notes, or, as described below under "--Notices", transmitting notices from

the CEB to holders of the Notes.

S-7
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Form 424(b)(5)
Table of Contents
Citibank, N.A. will be acting in its capacity as Fiscal Agent through its office located at Citigroup Centre, Canada Square, Canary Wharf,
London, E14 5LB, United Kingdom.
Payment of Principal and Interest
Interest will be payable to the persons in whose names the Notes are registered at the close of business on the date that is 15 calendar days
prior to each Interest Payment Date (the "Record Date"). The Record Date may be changed by agreement among the CEB, the Fiscal Agent and all
applicable securities clearing systems. The principal of and interest on the Notes will be paid in such coin or currency of the United States as at the
time of payment is legal tender for the payment of public and private debts. The CEB may change or terminate the designation of paying agents
from time to time. Payments of principal and interest at such agencies will be subject to applicable laws and regulations, including any withholding
or other taxes, and will be effected by wire transfer to the person entitled to such payment at the person's address appearing on the register of Notes
maintained by the security registrar.
The CEB will redeem the Notes on the Maturity Date at 100% of the principal amount plus accrued but unpaid interest to date.
The Notes will be sold in denominations of $1,000 and integral multiples thereof.
Any monies paid by the CEB to the Fiscal Agent or any paying agent for the payment of the principal of or interest, respectively, on any
Notes that remain unclaimed at the end of ten years or five years, respectively, after such principal or interest shall have become due and payable
(whether at maturity or otherwise) shall then be repaid to the CEB without undue delay. Upon such repayment all liability of the Fiscal Agent and
any paying agent with respect to such monies shall cease. Any obligation the CEB may have to pay the principal of the Notes shall terminate at the
end of ten years after such principal shall have become due and payable. Any obligation the CEB may have to pay any interest on the Notes shall
terminate at the end of five years after such interest shall have become due and payable.
Redemption
The Notes shall not be redeemed prior to maturity.
No Payment of Additional Amounts
All payments of principal and interest on the Notes will be subject to any fiscal or other laws and regulations applicable thereto. The CEB has
no obligation to pay you any additional amounts in respect of the Notes as a result of possible withholding or deduction for taxes pursuant to any
such law and/or regulations. Accordingly, the holder will, in the event of any such withholding or deduction, receive less than he or she would
have received without such withholding or deduction.
Taxes
We urge you to read the discussion beginning on page 16 of the accompanying prospectus and discuss the tax consequences of your
investment in the Notes with your tax advisor. In addition, pursuant to recently enacted legislation, certain payments in respect of notes made to
corporate United States holders after December 31, 2011 may be subject to information reporting and backup withholding.
Further Issues
The CEB may from time to time, without notice to or the consent of the holders of the Notes, create and issue further notes having the same
terms and conditions as the Notes in all respects (or in all respects except for the issue date, issue price and, if applicable, the first interest payment
thereon) and such further notes shall be consolidated and form a single series with the Notes outstanding.

S-8
Table of Contents
Notices
All notices will be published in a daily English language newspaper of general circulation in London (expected to be the Financial Times)
and in New York (expected to be The Wall Street Journal), provided that for so long as any Notes are represented by global notes notices may be
given by delivery of the relevant notice to DTC by the CEB or the Fiscal Agent for communication by DTC to its participants in substitution for
publication in any such newspaper. In addition, so long as any of the Notes are listed on the Luxembourg Stock Exchange and the rules of that
Exchange so require, such notices will be published on the website of the Luxembourg Stock Exchange at http://www.bourse.lu. If at any time
publication in any such newspaper is not practicable, notices will be valid if published in an English language newspaper selected by the CEB with
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Form 424(b)(5)
general circulation in the respective market regions. Any such notice shall be deemed to have been given on the date of such publication or, if
published more than once on different dates, on the first date on which publication is made.
Timing and delivery
It is expected that delivery of the Notes will occur on or about February 16, 2011, which will be the fifth business day following the initial
date of trading of the Notes (such settlement cycle being referred to as "T+5"). Under applicable rules and regulations, trades in the secondary
market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly,
purchasers who wish to trade Notes on the initial trading date of the Notes and the next succeeding business day will be required, by virtue of the
fact that the Notes initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement.
Such purchasers should consult their own advisor.

S-9
Table of Contents
CAPITALIZATION AND INDEBTEDNESS
The following table sets forth the CEB's capitalization and indebtedness as of June 30, 2010 based on unaudited figures as of that date. It
does not otherwise give effect to any transaction since that date. Since June 30, 2010, there has been no material change in the capitalization of the
CEB, except for:

a)
the issuance of 1 billion 3.00% Notes due 2020 issued under the Bank's Euro MTN Programme in July 2010;

b)
the issuance of AUD 500 million (approximately 356 million based on the exchange rate at the time of issue) 6.00% Notes due 2020

issued under the Bank's Australian and New Zealand Dollar MTN Programme in October and November 2010;

c)
the issuance of GBP 150 million (approximately 177 million based on the exchange rate at the time of issue) Floating Rate Notes due
2015 (the "Floating Rate Notes") issued under the Bank's Euro MTN Programme in November 2010, as well as an additional GBP 50

million and GBP 100 million (approximately 58 million and 118 million respectively based on the exchange rate at the time of issue)
Floating Rate Notes issued in two re-opening transactions in January 2011; and

d)
the issuance of AUD 250 million (approximately 181 million based on the exchange rate at the time of issue) 5.625% Notes due 2015

issued under the Bank's Australian and New Zealand Dollar MTN Programme expected to settle on February 10, 2011.

As of
As adjusted

June 30, 2010
for the offering1

(in thousands of euros)

(unaudited)

Short-term Debt 2

2,110,254

2,110,254
Long-term Debt 3

16,447,889
17,177,656
Equity

Capital 4

Subscribed

3,303,450

3,303,450
Uncalled

(2,933,712)
(2,933,712)

Called

369,738

369,738
General Reserve 5

1,686,636

1,686,636
Gains or losses recognized directly in equity

(139,633)

(139,633)
Net profit

63,746

63,746

Total Equity

1,980,487

1,980,487

Total Capitalization 6

18,428,376
19,158,143

1
As adjusted for this offering, the Indebtedness Ratio of the Bank on a pro forma basis is 3.80 as of June 30, 2010.
2
Consists of current portion of long-term debt plus existing debt securities with a maturity of less than one year as of the issue date, excluding
accrued interest and value adjustment of debt securities hedged by derivatives.
3
Consists of non-current portion of debt securities with a maturity of more than one year as of the issue date, excluding accrued interest and
value adjustment of debt securities hedged by derivatives. None of the CEB's debt is guaranteed by other parties or secured.
4
See "Capital Structure--Subscribed, Called and Uncalled Capital" in the Annual Report.
5
The CEB's general reserve represents retained earnings and a portion of the contributions paid in by new Member States upon accession. See
"Capital Structure--Reserves" in the Annual Report.
6
Total capitalization consists of long-term debt and total equity.

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Form 424(b)(5)
S-10
Table of Contents
UNDERWRITING
The Bank intends to offer the Notes through BNP Paribas, HSBC Bank plc, J.P. Morgan Securities Ltd. and RBC Capital Markets, LLC as
Underwriters. Subject to the terms and conditions of the underwriting agreement with the CEB, dated the date of this prospectus supplement, the
Underwriters have agreed to purchase, and the CEB has agreed to sell to the Underwriters, $1,000,000,000 in principal amount of Notes, as
indicated in the table below:

Principal Amount
Underwriter

of the Notes

BNP Paribas

$
250,000,000
HSBC Bank plc

$
250,000,000
J.P. Morgan Securities Ltd.

$
250,000,000
RBC Capital Markets, LLC

$
250,000,000

Total

$ 1,000,000,000
The underwriting agreement provides that the Underwriters are obligated to purchase all of the Notes if any are purchased.
The Underwriters propose to offer the Notes initially at the offering price on the cover page of this prospectus supplement.
The Underwriters may offer such Notes to selected dealers at the public offering price minus a selling concession of up to 0.125% of the
principal amount of the Notes. After the initial offering, the Underwriters may change the public offering price and other selling terms.
The CEB has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, or to
contribute to payments the Underwriters may be required to make in respect of those liabilities.
The total expenses of the offering, excluding underwriting discounts and commissions, are estimated to amount to approximately $338,289.
The Notes are a new issue of securities with no established trading market. The CEB has been advised by the Underwriters that they presently
intend to make a market in the Notes after completion of the offering. However, they are under no obligation to do so and may discontinue any
market-making activities at any time without any notice. No assurance can be given with respect to the liquidity of the trading market for the Notes
or that an active public market for the Notes will develop. If an active public trading market for the Notes does not develop, the market price and
liquidity of the Notes may be adversely affected.
In connection with this offering, the Underwriters may, subject to applicable laws and regulations, purchase and sell the Notes in the open
market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales
involve the sale by the Underwriters of a greater number of Notes than they are required to purchase in this offering. Stabilizing transactions
consist of certain bids or purchases made for the purpose of preventing or retarding a decline in the market price of the Notes while the offering is
in progress.
These activities by the Underwriters may stabilize, maintain or otherwise affect the market price of the Notes. As a result, the price of the
Notes may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by
the Underwriters at any time.
Offers and sales in the United States are expected to be made through affiliates of the Underwriters that are registered as broker-dealers,
acting as U.S. selling agents.
Other relationships
The Underwriters and their affiliates from time to time may have provided certain investment banking, commercial banking and financial
advisory services to the Bank, for which they have received customary fees, commissions and other payments, and they may provide such services
to us in the future, for which they would receive customary fees, commissions and other payments.

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Form 424(b)(5)
VALIDITY OF THE NOTES
The validity of the Notes will be passed upon on behalf of CEB by Sullivan & Cromwell LLP, Paris, France, and for the Underwriters by
Cleary Gottlieb Steen and Hamilton LLP, Paris, France. Sullivan & Cromwell LLP and counsel to the Underwriters may rely as to certain matters
on the opinion of the CEB's General Counsel.
EXPERTS
The financial statements of the CEB for the year ended December 31, 2009, including the balance sheets, the profit and loss accounts, the
statements of changes in equity, the cash flow statements and notes comprising a summary of significant accounting policies and other explanatory
notes, included in the CEB's Annual Report on Form 18-K and incorporated by reference herein, have been audited by Deloitte & Associés, Paris,
an independent registered public accounting firm, as set forth in their report thereon incorporated by reference therein and incorporated herein by
reference, and are included in reliance upon their report given on the authority of this firm as experts in accounting and auditing.
GENERAL INFORMATION
The following information is required by the rules of the Luxembourg Stock Exchange:

1.
The issuance of the Notes was duly authorized by the CEB pursuant to a resolution of the Administrative Council of September 17,

2010.

2.
The Notes have been accepted for clearance through DTC. The Global Note has been assigned ISIN No. US222213AB67, CUSIP No.

222213AB6 and Common Code No. 059265539.

3.
The CEB will appoint Citibank, N.A., London Branch as Paying Agent and transfer agent with respect to the Notes. A copy of the
Fiscal Agency Agreement will be available for inspection at the offices of Citibank, N.A., London Branch and Dexia Banque
Internationale à Luxembourg so long as any of the Notes are listed on the Luxembourg Stock Exchange. In addition, a copy of the

current, and any future, published annual and interim report of the CEB described under "Where You Can Find More Information" may
be obtained free of charge at the office of Dexia Banque Internationale à Luxembourg so long as any of the Notes are listed on the
Luxembourg Stock Exchange.

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COUNCIL OF EUROPE DEVELOPMENT BANK
Debt Securities

The Council of Europe Development Bank from time to time may offer its debt securities denominated in U.S. dollars, in euro, or in other
currencies to be determined at the time of sale. The maximum aggregate principal amount of securities that may be issued is $5,000,000,000,
treating any offering of securities in a currency or currencies other than the U.S. dollar as the equivalent in U.S. dollars based on the applicable
exchange rate at the date of issue.
The securities will be offered from time to time in amounts and at prices and on terms to be determined at the time of sale and to be set forth
in supplements to this prospectus. The securities will be direct and unsecured obligations of the Council of Europe Development Bank.
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Form 424(b)(5)
The specific designation, aggregate principal amount and other terms in connection with the offering and sale of each issue of securities will
be set forth in a prospectus supplement. You should read this prospectus and the prospectus supplement carefully.

Neither the Securities and Exchange Commission, any state securities commission nor any foreign governmental agency has
approved or disapproved of these securities or determined whether this prospectus is accurate and complete. Any representation to
the contrary is a criminal offense.

The date of this prospectus is May 25, 2010

Table of Contents
Table of Contents

Page
ABOUT THIS PROSPECTUS

1
FORWARD-LOOKING STATEMENTS

1
WHERE YOU CAN FIND MORE INFORMATION

1
PRESENTATION OF FINANCIAL INFORMATION

2
THE COUNCIL OF EUROPE DEVELOPMENT BANK

3
USE OF PROCEEDS

4
DEBT RECORD

4
DESCRIPTION OF SECURITIES

5
General

5
Ranking

6
Negative Pledge

6
Default, Acceleration of Maturity

6
Redemption

7
Repurchase

7
Amendments

7
Governing Law, Jurisdiction and Consent to Service

8
UNDERWRITING

9
GLOBAL CLEARANCE AND SETTLEMENT

10
CURRENCY CONVERSIONS AND FOREIGN EXCHANGE RISKS

14
Currency Conversions

14
Non-U.S. Dollars

14
Foreign Exchange Risks

14
UNITED STATES TAXATION

16
VALIDITY OF THE SECURITIES

28
AUTHORIZED REPRESENTATIVE

28
EXPERTS

28
ENFORCEMENT OF CIVIL LIABILITIES AGAINST CEB

28
Table of Contents
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that the Council of Europe Development Bank ("the CEB" or "the Bank") filed with the
Securities and Exchange Commission (the "SEC"), under the U.S. Securities Act of 1933, as amended, utilizing a "shelf" registration process.
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Document Outline

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