-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B77qPIqBXg8+4Fy30MXih9EMfX4YAjv3+N4QnK1f1UxHxV/9FPdNLohoUE+FtbIw /RJgbGD9ryQsPAW7wh9m5Q== 0000950123-08-005082.txt : 20080502 0000950123-08-005082.hdr.sgml : 20080502 20080502165123 ACCESSION NUMBER: 0000950123-08-005082 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 13 FILED AS OF DATE: 20080502 DATE AS OF CHANGE: 20080502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EKSPORTFINANS ASA CENTRAL INDEX KEY: 0000700978 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS BUSINESS CREDIT INSTITUTION [6159] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-140456 FILM NUMBER: 08799703 BUSINESS ADDRESS: STREET 1: DRONNING MAUDS GT 15 0250 CITY: OSLO 2 NORWAY STATE: Q8 BUSINESS PHONE: 2124219210 MAIL ADDRESS: STREET 1: PER H HOUGE, TRADE COMMISSIONER STREET 2: TRADE COMM OF NORWAY 825 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: AS EKSPORTFINANS DATE OF NAME CHANGE: 19951122 424B3 1 u55537e424b3.htm FILED PURSUANT TO RULE 424(B)(3) 424B3
 

UPDATED CALCULATION OF REGISTRATION FEE
 
                                 
          Proposed Maximum
 		    Proposed Maximum
 		       
Title of Each Class of
 		  Amount To Be
 		    Aggregate Price
 		    Aggregate Offering
 		    Amount of
 		 
Securities To Be Registered
 
Registered
   
per Unit
   
Price
   
Registration Fee
 
 
Notes offered hereby
  $ [    l    ]       100.00%     $ [    l    ]     $ [    l    ]  
 
 
(1) The filling fee is calculated in accordance with Rule 457(r) under the Securities Act. There are unused registration fees of $78,997.32 that have been paid in respect of securities offered from Eksportfinans ASA’s Registration Statement No. 333-140456, of which this pricing supplement is a part. After giving effect to the $[    l    ] registration fee for this offering, $[    l    ] remains available for future offerings. No additional registration fee has been paid with respect to this offering
 
The information in this pricing supplement is not complete and may be changed. A registration statement
relating to these notes has been filed with the Securities and Exchange Commission.
 
Subject to completion dated May 2, 2008.
 
     
PRELIMINARY PRICING SUPPLEMENT NO. 206 dated [ l ]
to Prospectus Supplement and Prospectus dated February 5, 2007
relating to the Eksportfinans ASA U.S. Medium Term Note Program 		  Filed pursuant to Rule424(b)(3)
Registration No. 333-140456
 
Leveraged Upside Securities Linked to the
Deutsche Bank X-Alpha USD Excess Return® Index
 
This document is a pricing supplement. This pricing supplement provides specific pricing information in connection with this issuance of notes. Prospective investors should read this pricing supplement together with the prospectus supplement and prospectus dated February 5, 2007 for a description of the specific terms and conditions of this particular issuance of notes. This pricing supplement amends and supersedes the accompanying prospectus supplement and prospectus to the extent that the information provided in this pricing supplement is different from the terms set forth in the prospectus supplement or the prospectus.
 
Issuer: Eksportfinans ASA
 
Issuer rating: Aaa (negative outlook) (Moody’s)/AA+ (Standard & Poor’s)/AAA (F.IBCA)
 
Specified Currency: U.S. dollars
 
Aggregate Face Amount: $[ l ]
 
Face Amount per note: $1,000.00
 
CUSIP No.: 28264QH23
 
Common Code: [ l ]
 
ISIN: US28264QH233
 
                         
    Issue price to
 		    Discounts and
 		       
    public     commissions     Proceeds to us  
 
Per note:
  $ [ l ]     $ [ l ] *   $ [ l ]  
Total:
  $ [ l ]     $ [ l ] *   $ [ l ]  
 
* See “Supplemental Plan of Distribution” below.
 
Agent: Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005
 
The agent may make sales through its affiliates or selling agents.
 
Agent acting in the capacity as: Principal
 
Trade Date: [ l , expected to be May 12, 2008]
 
Original Issue Date: [ l , expected to be May 15, 2008]
 
Maturity Date: [ l , expected to be May 15, 2013], subject to adjustment in the event of a Market Disruption Event on the Determination Date, in which case the Maturity Date will be the fifth Business Day following the Determination Date, as so postponed. If the Maturity Date is not a Business Day, then the Maturity Date will be the first following day that is a Business Day.


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Index linked note: The notes are linked to the Deutsche Bank X-Alpha USD Excess Return® Index (the Index), which is a proprietary index of Deutsche Bank AG, London Branch (the Index Sponsor). The Index uses a rules-based, mathematical model (the X-Alpha Model) that reflects the performance of eight proprietary equity indices (the DB Regional Style Indices) calculated by the Index Sponsor relative to the performance of four regional equity benchmark indices maintained by third-party sponsors (each, a Benchmark Index, collectively, the Benchmark Indices and, together with the DB Regional Style Indices, the Index Constituents). When we refer to the Index Sponsor as of any time, we mean the entity, including any successor sponsor, that calculates and maintains the Index as then in effect. The initial Index Sponsor is Deutsche Bank AG, London Branch. See “The Index” below for further information on the Index. Current information regarding the market value of the Index is available from Deutsche Bank AG, London Branch and from numerous public information sources. Those sources are not incorporated by reference in this document.
 
Payment at Maturity: On the Maturity Date, you will be entitled to receive in respect of each $1,000.00 of Face Amount that you hold a cash amount equal to:
 
 l  $1,000.00 + ($1,000.00 × Index Return × Participation Rate), if the Index Return is equal to or greater than zero, or
 
 l  $1,000.00 + ($1,000.00 × Index Return), if the Index Return is less than zero.
 
Initial Index Level: [ l , the official closing level of the Index as published by the Index Sponsor, as determined by the calculation agent in its sole discretion on the Trade Date]
 
Final Index Level: The official closing level of the Index as published by the Index Sponsor on the Determination Date, as determined by the calculation agent in its sole discretion on the Determination Date.
 
Index Return: The quotient of:
 
Final Index Level — Initial Index Level
Initial Index Level
 
Participation Rate: 250.00%
 
Determination Date: [ l , expected to be May 10, 2013], unless such day is not a Trading Day, in which case the Determination Date will be the next day that is a Trading Day. If a Market Disruption Event occurs or is continuing on the Determination Date, then the Determination Date will be postponed to the next Trading Day on which a Market Disruption Event is not in effect, but in no event will the Determination Date be postponed by more than five Trading Days. If the Determination Date is postponed to the last possible day but a Market Disruption Event occurs or is continuing on that day, that day will nevertheless be the Determination Date. If the calculation agent determines that the Final Index Level is not available on the Determination Date, as so postponed, either because of a Market Disruption Event or for any other reason, the calculation agent will nevertheless determine the Final Index Level by determining in its sole discretion the level of the Index that would


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have prevailed but for the occurrence of a Market Disruption Event as of that fifth Trading Day, having regard to the then prevailing market conditions, the last reported, published or traded level of the Index and other such factors as the calculation agent in its sole discretion considers relevant.
 
Relevant Exchanges: The primary organized securities exchanges or trading markets for the common stocks that make up the Index (the Index Stocks) as determined by the calculation agent from time to time in its sole discretion.
 
Market Disruption Event: With respect to the Index, a Market Disruption Event means:
 
1. (a) where the relevant Index Constituent is other than The Dow Jones EURO STOXX 50 Total Return Indextm (the Euro Stoxx Index), the failure of a relevant Exchange or any Related Exchange to open for trading during its regular trading session on any trading day;
 
    (b) where the relevant Index Constituent is the Euro Stoxx Index:
 
         (i) the failure of the index sponsor of the Euro Stoxx Index to publish the level of that Index Constituent, or
 
         (ii) the failure of any Related Exchange to open for trading during its regular trading session, in each case, on any trading day;
 
2. where the relevant Index Constituent is other than the Euro Stoxx Index:
 
    (a) the occurrence or existence at the Relevant Time for such Index Constituent or at any time during the one hour period that ends at the Relevant Time for such Index Constituent:
 
         (i) of any suspension of or limitation imposed on trading by the relevant Exchange or any Related Exchange or otherwise and whether by reason of movements in price exceeding limits permitted by the relevant Exchange or any Related Exchange or otherwise:
 
             (A) on any relevant Exchange(s) relating to securities that comprise 20 percent or more of the level of the relevant Index Constituent; or
 
             (B) in futures or options contracts relating to the relevant Index Constituent on any relevant Related Exchange; or
 
         (ii) of any event (other than an event described in (b) below) that disrupts or impairs (as determined by the Index Sponsor) the ability of market participants in general (A) to effect transactions in, or obtain market values for, on any relevant Exchange(s), securities that comprise 20 percent or more of the level of the relevant Index Constituent, or (B) to effect transactions in, or obtain market values for, futures or options contracts on or relating to the relevant Index Constituent on any relevant Related Exchange or futures or options contracts on or relating to any securities comprising the Index


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Constituent on the relevant exchange for the relevant futures or options contract; or
 
    (b) the closure on any Exchange Business Day of any relevant Exchange(s) relating to securities that comprise 20 percent or more of the level of the relevant Index Constituent or any Related Exchange(s) prior to its Scheduled Closing Time unless such earlier closing time is announced by such Exchange(s) or such Related Exchange(s), as the case may be, at least one hour prior to (A) the actual closing time for the regular trading session on such Exchange(s) or such Related Exchange(s) on such Exchange Business Day or, if earlier, (B) the submission deadline (if applicable) for orders to be entered into the relevant Exchange or Related Exchange system for execution at the Relevant Time for the relevant Index Constituent on such Exchange Business Day;
 
3. where the relevant Index Constituent is the Euro Stoxx Index and in relation to the Euro Stoxx Index and a Component Security included in the Euro Stoxx Index, either:
 
    (a) the occurrence or existence, in respect of any Component Security, of:
 
         (i) a Trading Disruption in respect of such Component Security, at the Relevant Time for such Index Constituent or at any time during the one hour period that ends at the Relevant Time, as the case may be, in respect of the Exchange in respect of such Component Security;
 
         (ii) an Exchange Disruption in respect of such Component Security, at the Relevant Time for such Index Constituent or at any time during the one hour period that ends at the Relevant Time, as the case may be, in respect of the Exchange in respect of such Component Security; or
 
         (iii) an Early Closure in respect of such Component Security; and the aggregate of all Component Securities in respect of which a Trading Disruption, an Exchange Disruption or an Early Closure occurs or exists, comprises 20 percent or more of the level of that Index Constituent; or
 
    (b) the occurrence or existence, in respect of futures or options contracts relating to that Index Constituent, of: (i) a Trading Disruption at the Relevant Time for such Index Constituent or at any time during the one hour period that ends at the Relevant Time, as the case may be, in respect of any Related Exchange, (ii) an Exchange Disruption at the Relevant Time for such Index Constituent or at any time during the one hour period that ends at the Relevant Time, as the case may be, in respect of any Related Exchange or (iii) an Early Closure, in each case in respect of such futures or options contracts; or
 
4. a general moratorium is declared in respect of banking activities in any relevant country, if, in the determination of the Index Sponsor, any of the foregoing is material and, in determining what is “material” the Index Sponsor may have regard to such


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circumstances as it deems appropriate, including any hedging arrangements of the Index Sponsor and/or any of its affiliates in relation to any transactions entered into by any of them relating to the Index or any Index Constituent.
 
As used above in relation to the Euro Stoxx Index:
 
Early Closure means the closure on any Exchange Business Day of the Exchange in respect of any Component Security or any Related Exchange prior to its Scheduled Closing Time unless such earlier closing time is announced by such Exchange or Related Exchange, as the case may be, at least one hour prior to the earlier of: (i) the actual closing time for the regular trading session on such Exchange or Related Exchange, as the case may be, on such Exchange Business Day; and (ii) the submission deadline (if applicable) for orders to be entered into the relevant Exchange or Related Exchange system for execution at the Relevant Time for such Index Constituent on such Exchange Business Day.
 
Exchange Disruption means any event (other than an Early Closure) that disrupts or impairs (as determined by the Index Sponsor) the ability of market participants in general to effect transactions in, or obtain market values for: (i) any Component Security on the Exchange in respect of such Component Security; or (ii) futures or options contracts relating to that Index Constituent on any Related Exchange; or (iii) futures or options contracts on or relating to any Component Securities on the relevant exchange for the relevant futures or options contract.
 
Trading Disruption means any suspension of or limitation imposed on trading by the relevant Exchange or Related Exchange, as the case may be, or otherwise and whether by reason of movements in price exceeding limits permitted by the relevant Exchange or Related Exchange or otherwise: (i) relating to any Component Security on the Exchange in respect of such Component Security; or (ii) in futures or options contracts relating to that Index Constituent on any Related Exchange.
 
In relation to paragraphs 1, 2 and 3 above, for the purpose of determining whether a market disruption event exists in relation to an Index Constituent or in respect of a Component Security at any time, if an event giving rise to a market disruption event occurs in respect of a security included in the Index Constituent or such Component Security at that time, then the relevant percentage contribution of that security or Component Security, as the case may be, to the level of that Index Constituent shall be based on a comparison of (i) the portion of the level of that Index Constituent attributable to that security or Component Security, as the case may be, and (ii) the overall level of that Index Constituent, in each case, either (a) except where the relevant Index Constituent is the Euro Stoxx Index, immediately before the occurrence of such market disruption event or (b) where the relevant Index Constituent is the Euro Stoxx Index, using the official opening weightings as published by the relevant index sponsor as part of the market “opening data”.


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A trading day means a day on which each Exchange and each Related Exchange is scheduled to be open for its respective regular trading session, and any day on which the index sponsor for the Euro Stoxx Index is scheduled to publish the level of the Euro Stoxx Index.
 
Exchange means:
 
(a) in respect of each Index Constituent other than the Euro Stoxx Index, the principal stock exchange(s) on which the securities comprising the Index Constituent are principally traded, as determined by the Index Sponsor; and
 
(b) in respect of the Euro Stoxx Index, in relation to each component security of the Euro Stoxx Index (each, a Component Security), the principal stock exchange on which such Component Security is principally traded, as determined by the Index Sponsor.
 
Exchange Business Day means:
 
(a) where the relevant Index Constituent is not the Euro Stoxx Index, any trading day on which each Exchange and each Related Exchange are open for trading during their respective regular trading sessions, notwithstanding any such Exchange or Related Exchange closing prior to its Scheduled Closing Time; and
 
(b) where the relevant Index Constituent is the Euro Stoxx, any trading day on which the relevant index sponsor publishes the level of the Index Constituent and each Related Exchange is open for trading during its regular trading session, notwithstanding any such Related Exchange closing prior to its Scheduled Closing Time.
 
Related Exchange means in relation to each Index Constituent, each exchange or quotation system where trading has a material effect (as determined by the Index Sponsor) on the overall market for futures or options contracts relating to such Index Constituent (or any constituent of such Index Constituent).
 
Relevant Time means, with respect to any Index Constituent:
 
(a) where the relevant Index Constituent is not the Euro Stoxx Index, the Scheduled Closing Time on the relevant Exchange on the relevant trading day; and
 
(b) where the relevant Index Constituent is the Euro Stoxx Index,
 
     (i) for the purposes of determining whether a market disruption event has occurred pursuant to paragraph 3 of the definition thereof,
 
          (A) in respect of any Component Security, the Scheduled Closing Time (as defined below) on the relevant Exchange in respect of such Component Security; and
 
          (B) in respect of any options contracts or futures contracts on or relating to such Index Constituent, the close of trading on the relevant Related Exchange; and


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     (ii) in all other circumstances, the time at which the official closing level of the relevant Index Constituent is calculated and published by the relevant index sponsor.
 
If, for the purposes of clauses (a) and (b)(i)(A) above, the relevant Exchange closes prior to its Scheduled Closing Time and the Relevant Time is after the actual closing time for its regular trading session, then the Relevant Time shall be such actual closing time.
 
Scheduled Closing Time means, in respect of an Exchange or Related Exchange and a trading day, the scheduled weekday closing time of such Exchange or Related Exchange on such trading day without regard to after hours or any other trading outside of the regular trading session hours.
 
The calculation agent will as soon as practicable notify us, The Bank of New York, as trustee for the notes, and Citibank, N.A., as paying agent for the notes, of the occurrence of a Market Disruption Event on any day that, but for the occurrence of a Market Disruption Event, would have been the Determination Date.
 
Discontinuance or Modification of the Index: If the Index Sponsor discontinues publication of the Index and the Index Sponsor or anyone else publishes a substitute index that the calculation agent determines is comparable to that Index, then the calculation agent will determine the Final Index Level by reference to the substitute index. We refer to any substitute index approved by the calculation agent as a successor index.
 
If the calculation agent determines that the publication of the Index is discontinued and there is no successor index, or that the level of the Index is not available on the Determination Date because of a Market Disruption Event or for any other reason, the calculation agent will determine the closing level of Index for purposes of calculating the Final Index Level by a computation methodology that the calculation agent determines will as closely as reasonably possible replicate the Index.
 
If the calculation agent determines that the Index Stocks or the method of calculating the Index is changed at any time in any respect — including any split or reverse-split of the Index and any addition, deletion or substitution and any reweighting or rebalancing of the Index Stocks and whether the change is made by the Index Sponsor under its existing policies or following a modification of those policies, is due to the publication of a successor index, is due to events affecting the Index Stocks or their issuers or is due to any other reason — then the calculation agent will be permitted (but not required) to make such adjustments in the Index or the method of its calculation as it believes are appropriate to ensure that the Final Index Level used to determine the amount payable on the stated maturity date, is equitable.
 
All determinations and adjustments to be made by the calculation agent with respect to the Index may be made by the calculation agent in its sole discretion. The calculation agent is not obligated to make any such adjustments.


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Calculation agent: Deutsche Bank AG, London Branch
 
Business Day: For purposes of this issuance, a Business Day means any day that is not (a) a Saturday or Sunday or (b) a day on which banking institutions generally are authorized or obligated by law or executive order to close in London or New York.
 
Trading Day: A day on which any Relevant Exchange is (or, but for the occurrence of a Market Disruption Event, would have been) open for trading, except for any day on which trading on any Relevant Exchange is scheduled to close prior to its regular weekday closing time.
 
Tax redemption: No
 
Additional amounts payable: No
 
Authorized denominations: $1,000.00
 
Form of notes: Book-entry
 
Listing: None
 
Failure to pay Payment at Maturity when due: In the event we fail to pay the Payment at Maturity on the Maturity Date, any overdue payment in respect of the Payment at Maturity of any note will bear interest until the date upon which all sums due in respect of such notes are received by or on behalf of the relevant holder, at the rate per annum which is the rate for deposits in U.S. dollars for a period of six months which appears on the Reuters Screen LIBO page as of 11:00 a.m. (London time) on the first Business Day following such failure to pay. Such rate shall be determined by the calculation agent in its sole discretion. If interest is required to be calculated for a period of less than one year as a result of our failure to pay the Payment at Maturity on the Maturity Date, it will be calculated on the basis of the actual number of days in the period and the actual number of days in the year.
 
Acceleration: If a holder of a note accelerates the maturity of the note upon an event of default under the indenture referenced in the accompanying prospectus, the amount payable upon acceleration will be such as the calculation agent shall determine in good faith and in a commercially reasonable manner in its sole discretion.
 
Other: The notes are not renewable notes, asset linked notes, exchangeable notes or amortizing notes, each as described in the prospectus supplement. The notes do not pay interest and there is no optional redemption or extension of maturity in connection with the notes.
 
Capitalized terms used in this pricing supplement without definition have the meanings given to them in the prospectus supplement and accompanying prospectus.


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RISK FACTORS
 
Unlike ordinary debt securities, the return on the notes depends on changes in values of an index linked to the performance of equity indices relative to the performance of equity benchmark indices. As described in more detail below, the trading price of the notes may vary considerably before the Maturity Date due to, among other things, fluctuations in the level of the Index and the component stocks of the Index Constituents and other events that are difficult to predict and beyond our control. The notes are a riskier investment than ordinary debt securities. Unlike ordinary debt securities, the notes do not pay interest. Also, the notes are not equivalent to investing directly in the component stocks of the Index Constituents or in currencies to which your notes are linked. You should carefully consider the following risks before investing in the notes.
 
You may lose a significant part of your investment in the notes.
 
We will not repay you a fixed amount of principal on the notes at the Maturity Date and we are not liable for any loss of principal that you may incur due to fluctuations in the Index level.
 
The Payment at Maturity will depend on the change in the level of the Index. Because the level of the Index is subject to market fluctuations, the Payment at Maturity may be less than the Face Amount of the notes, and you may lose part of your investment if the Final Index Level on the Determination Date is less than zero. You may also lose part of your investment if you sell the notes in the secondary market before their Maturity Date.
 
Even if the amount payable on your notes at the Maturity Date is greater than the price you paid for the notes, it may not compensate you for a loss in value due to inflation and other factors relating to the value of money over time. Thus, even in those circumstances, the overall return you earn on your notes may be less than you would have earned by investing in a debt security that bears interest at a prevailing market rate.
 
Assuming no changes in market conditions or any other relevant factors, the value of your notes on the date of this pricing supplement (as determined by reference to pricing models used by the agent) may be significantly less than the face amount of the notes.
 
The value or quoted price of your notes at any time, however, will reflect many factors and cannot be predicted. If the agents make a market in the notes, the price quoted by the agents would reflect any changes in market conditions and other relevant factors, and the quoted price (and the value of your notes that the agents will use for account statements or otherwise) could be higher or lower than the original issue price, and may be higher or lower than the value of your notes as determined by reference to pricing models used by the agent.
 
If at any time a third party dealer quotes a price to purchase your notes or otherwise values your notes, that price may be significantly different (higher or lower) than any price quoted by the agent. You should read “The market price of your notes may be influenced by many unpredictable factors” below.
 
Furthermore, if you sell your notes, you will likely be charged a commission for secondary market transactions, or the price will likely reflect a dealer discount.
 
There is no assurance that the agent or any other party will be willing to purchase your notes and, in this regard, the agent is not obligated to make a market in the notes. See “Secondary trading in the notes may be limited” below.
 
Past Index performance is no guide to future performance.
 
The actual performance of the Index over the life of the offered notes, as well as the Payment at Maturity, may bear little relation to the historical levels of the Index or to the hypothetical return examples set forth elsewhere in this pricing supplement. We cannot predict the future performance of the Index.
 
The formula for determining the Payment at Maturity does not take into account all developments in the Index.
 
Changes in the Index levels during the term of the notes before the Determination Date may not be reflected in the calculation of the Payment at Maturity payable at the Maturity Date. The calculation agent will calculate the Payment at Maturity by comparing only the closing Index levels on the Trade Date and on the Determination Date.


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No other Index levels will be taken into account. As a result, you may lose a part of your investment even if the level of the Index has risen at certain times during the term of the notes before falling to a level below the Initial Index Level on the Determination Date.
 
Any decline in our credit ratings may affect the market value of your notes.
 
Our credit ratings are an assessment of our ability to pay our obligations, including those on the offered notes. Consequently, actual or anticipated declines in our credit ratings may affect the market value of your notes.
 
The notes do not bear interest but changes in interest rates are likely to affect the market value of the notes.
 
You will not receive any interest payments on your notes. Even if the amount payable on your notes on the Maturity Date exceeds the Face Amount of the notes, the overall return you earn on your notes may be less than you would have earned by investing in a non-indexed debt security of comparable maturity that bears interest at a prevailing market rate.
 
We expect that the market value of the notes, like that of a traditional debt security, will be affected by changes in interest rates, although these changes may affect the notes and a traditional debt security in different degrees. In general, if interest rates increase, we expect that the market value of the notes will decrease and, conversely, if interest rates decrease, we expect that the market value of the notes will increase.
 
The return on your notes will not reflect any dividends paid on the component stocks of the Index Constituents.
 
The return on your notes will not reflect the return you would realize if you actually invested in the Index or the component stocks of the Index Constituents and received the dividends paid on those stocks. You will not receive any dividends that may be paid on any of the component stocks of the Index Constituents by the issuers of such stock. See “You have no shareholder rights or rights to receive any stock” below for additional information.
 
You have no shareholder rights or rights to receive any stock.
 
Investing in your notes will not make you a holder of any of the component stocks of the indices underlying the Index. Neither you nor any other holder or owner of your notes will have any voting rights, any right to receive dividends or other distributions or any other rights with respect to the component stocks of the indices underlying the Index . Your notes will be paid in cash, and you will have no rights to directly receive delivery of any of the component stocks of the indices underlying the Index or dividends.
 
The Index has limited performance history.
 
Publication of the Index began on October 3, 2006. Therefore, the Index has very limited performance history, and no actual investment which allowed a tracking of the performance of the Index was possible before that date. In addition, effective July 17, 2007, the methodology for the calculation of the Index was changed by the Index Sponsor. For this reason, the actual performance history of the Index for the dates between October 3, 2006 and July 17, 2007 does not reflect the methodology currently in use for the calculation of the Index.
 
An investment linked or related to the Index will not be the same as an investment in any DB Regional Style Index, the Benchmark Index with which it is paired or any of their underlying components.
 
The Index closing level on any trading day will depend on the performance, in relation to each pair of Index Constituents which consists of a DB Regional Style Index and a Benchmark Index (each, an Index Constituent Pair), of each DB Regional Style Index compared to the Benchmark Index with which it is paired. If the overall performance of the DB Regional Style Indices compared to the Benchmark Indices, when measured by reference to each Index Constituent Pair, is positive, the Index closing level will rise. Conversely, if the overall performance of the DB Regional Style Indices compared to the Benchmark Indices, when measured by reference to each Index Constituent Pair, is negative, the Index closing level will fall. Therefore, whether or not the Index closing level rises


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or falls depends not only on whether or not the levels of any of the DB Regional Style Indices and/or the Benchmark Indices rise or fall but rather on the overall comparative performance of the DB Regional Style Indices to the relevant Benchmark Indices when measured by reference to each Index Constituent Pair. You should, therefore, carefully consider the composition and calculation of each DB Regional Style Index and each Benchmark Index which together form each Index Constituent Pair.
 
The value of the Index is based upon the return of each Index Constituent Pair. If the return of a DB Regional Style Index is positive but is less than the return of a benchmark index with which it is paired, the overall return of the relevant Index Constituent Pair will be negative.
 
The value of the Index is based upon the performance of each DB Regional Style Index relative to that of the Benchmark Index with which it is paired. Even if a DB Regional Style Index achieves a positive return, the Index Constituent Pair of which it is a member could achieve a negative return if the Benchmark Index included in such Index Constituent Pair achieves a greater positive return.
 
The Index Constituent Pairs are not equally weighted in the X-Alpha Model.
 
The Index Constituent Pairs are assigned different weightings in the X-Alpha Model as described in “The Index” in this pricing supplement and in “The Deutsche Bank X-Alpha USD Excess Return® Index — Index Constituent Pairs” in Annex A. One consequence of the unequal weighting of the Index Constituent Pairs is that the same return generated by two Index Constituent Pairs, whether positive or negative, may have a different effect on the performance of the Index.
 
Returns generated by the Index Constituent Pairs may offset each other.
 
At a time when some of the Index Constituent Pairs generate positive returns, other Index Constituent Pairs may generate positive returns that are smaller or they may generate returns that are negative. As a result, positive returns generated by one or more Index Constituent Pairs may be moderated or more than offset by smaller positive returns or negative returns generated by the other Index Constituent Pairs, particularly if the Index Constituent Pairs that generate positive returns are assigned relatively low weightings in the X-Alpha Model.
 
The returns of the Index Constituent Pairs will be exposed to fluctuations in exchange rates.
 
For the purposes of determining the returns of the Index Constituent Pairs, the currency in which any DB Regional Style Index or Benchmark Index is expressed (if such currency is not U.S. dollars) will be converted into U.S. dollars at the relevant spot exchange rate on each trading day. As a result, any positive or negative return that is generated as a result of the performance of a DB Regional Style Index compared to that of a Benchmark Index with which it is paired is exposed to fluctuations in the exchange rate between the U.S. dollar and the currency in which such DB Regional Style Index and such Benchmark Index are publicly quoted. In addition, appreciation of the U.S. dollar against the currencies of such indices would have the effect of reducing the impact of positive excess returns from the relevant Index Constituent Pairs.
 
The actual experienced volatility of each Index Constituent Pair and the X-Alpha Model may not equal target volatility, which may have a negative impact on the performance of the Index.
 
As described in “The Index” in this pricing supplement and in “The Deutsche Bank X-Alpha USD Excess Return® Index — Calculation and Reconstitution of the Index” in Annex A, the weighting of each Index Constituent Pair in the X-Alpha Model is adjusted to target a volatility level of 8%. Because this adjustment is based on recently experienced volatility and is subject to a minimum of 50% and a maximum of 150%, the actual volatility realized on the Index Constituent Pairs and the X-Alpha Model will not necessarily equal the volatility target. If returns on the Index Constituent Pairs or the X-Alpha Model coincide with volatility higher than the target, the Index would be exposed less to such returns than if the volatility targeting had not been done. If returns on Index Constituent Pairs or the X-Alpha Model coincide with volatility lower than the target, the Index would be exposed more to such returns than if the volatility targeting had not been done. Such adjustments may have a negative impact on the performance of the Index.


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The calculation of the Index closing level will include a deduction of the borrow fee
 
On each trading day, the calculation of the Index closing level will include a deduction of the Borrow Fee to defray transaction costs incurred in relation to the Index on such day, as described in “The Deutsche Bank X-Alpha USD Excess Return® Index — Index Costs” in Annex A.
 
As calculation agent, Deutsche Bank AG, London Branch will have the authority to make determinations that could affect the market value of your notes and the amount you receive at the Maturity Date.
 
As calculation agent for the notes, Deutsche Bank AG, London Branch will have discretion in making various determinations that affect your notes, including the Final Index Level, the Payment at Maturity, the amount payable on any acceleration, and the existence and effects of Market Disruption Events. The exercise of this discretion by Deutsche Bank AG, London Branch could adversely affect the value of your notes and may present Deutsche Bank AG, London Branch with conflicts of interest of the kind described below under “There may be conflicts of interest between you and the agent”.
 
The Index level will affect the market value of the notes, but the market value of the notes may not change in the same manner as the level of the Index.
 
We expect that the market value of the notes at any particular time will depend substantially on the amount, if any, by which the Index level at that time has risen above or fallen below the Initial Index level on the Trade Date. However, the notes may trade quite differently from the performance of the Index. For the reasons described under “The formula for determining the Payment at Maturity does not take into account all developments in the Index” and other market-related reasons, such as those described below, changes in the Index level may not result in comparable changes in the market value of the notes. If you sell the notes prior to maturity, you may receive substantially less than the amount that would be payable if the Payment at Maturity formula were applied as if your date of sale were the Maturity Date because of an expectation that the Index level will continue to fluctuate, or exhibit volatility, until the Index level is determined on the Determination Date. If you sell the notes at a time when the level of the Index has generally trended below, or not sufficiently above, the Initial Index level on the Trade Date, you may receive less than the Face Amount of the notes. Political, economic and other developments that affect the Index Stocks or the changes in consumer prices may also affect the level of the Index and, indirectly, the market value of the notes.
 
The market price of your notes may be influenced by many unpredictable economic and market factors.
 
In addition to the level of the Index and the levels of the Index Constituents on any day, the value of the notes will be affected by a number of complex and interrelated economic and market factors, many of which are beyond our control, that may either offset or magnify each other, including:
 
  •  the expected volatility of the Index, and of the Index Constituents;
 
  •  the time to maturity of the notes;
 
  •  the market price and dividend rate on the component stocks of the Index Constituents;
 
  •  interest and yield rates in the market generally and in the markets of the component stocks underlying the Index Constituents;
 
  •  a variety of economic, financial, political, regulatory or judicial events;
 
  •  the composition of the Index and any changes to the component stocks underlying the Index Constituents;
 
  •  the financial condition and results of operations of the companies whose shares comprise the Index Constituents and conditions generally in the industries in which such companies operate;
 
  •  the exchange rate and the volatility of the exchange rate between the U.S. dollar and the currencies of the nations in which the companies included in some of the Index Constituents are domiciled;


P-12

 

 
  •  supply and demand for the notes; and
 
  •  our creditworthiness, including actual or anticipated downgrades in our credit ratings.
 
These factors will influence the price you will receive if you sell your notes prior to the Maturity Date. If you sell your notes prior to the Maturity Date, you may receive less than the outstanding Face Amount of your notes.
 
Trading and other transactions by the agent and the calculation agent or their affiliates in securities linked to the Index Stocks may impair the value of your notes.
 
The agent and the calculation agent or one or more of their affiliates expect to engage in trading in one or more of the Index Stocks or instruments whose returns are linked to the Index or the Index Stocks for their proprietary accounts, for other accounts under their management or to facilitate transactions, including block transactions, on behalf of customers. Any of these activities of the agent, the calculation agent or their affiliates could adversely affect the level of the Index or the price of the Index Stocks — and, therefore, the market value of your notes and the amount we will pay on the notes at the Maturity Date. We may also issue, and the agent, the calculation agent and their affiliates may also issue or underwrite, other securities or financial or derivative instruments with returns linked to changes in the level of the Index or one or more of the Index Stocks. By introducing competing products into the marketplace in this manner, we or the agent and the calculation agent or their affiliates could adversely affect the market value of the notes and the amount we will pay on the notes at the Maturity Date.
 
There may be conflicts of interest between you and the agent, the calculation agent or their affiliates.
 
As noted above, the agent, the calculation agent and their affiliates expect to engage in trading activities related to the Index and the Index Stocks. These trading activities may present a conflict between your interest in your notes and the interests that the agent, the calculation agent and their affiliates will have in their proprietary accounts, in facilitating transactions, including block trades, for their customers and in accounts under their management. These trading activities, if they influence the level of the Index, could be adverse to your interests as holder of the notes.
 
The agent, the calculation agent and their affiliates may, at present or in the future, engage in business with the issuers of the Index Stocks, including making loans to or equity investments in those companies or providing advisory services to those companies. These services could include merger and acquisition advisory services. These activities may present a conflict between the obligations of the agent, the calculation agent or any of their affiliates and your interests as a beneficial owner of notes. Moreover, one or more of the affiliates of the agent and the calculation agent have published, and in the future expect to publish, research reports with respect to some or all of the issuers of the Index Stocks and with respect to the Index. Any of these activities by the agent, the calculation agent or any of their affiliates may affect the level of the Index and, therefore, the market value of your notes and the amount we will pay on your notes at the Maturity Date.
 
The policies of the Index Sponsor and changes that affect the Index could affect the amount payable on your notes and their market value.
 
The policies of the Index Sponsor concerning the calculation of the Index level, additions, deletions or substitutions of the Index Stocks and the manner in which changes affecting the Index Stocks or their issuers, such as stock dividends, reorganisations or mergers are reflected in the Index Stocks could affect the Index level and, therefore, the amount payable on your notes on the Maturity Date and the market value of your notes before that date. The amount payable on your notes and its market value could also be affected if the Index Sponsor changes these policies, for example, by changing the manner in which it calculates the Index level, or if the Index Sponsor discontinues or suspends calculation or publication of the Index level, in which case it may become difficult to determine the market value of the notes. If events such as these occur or if the Index level is not available on the Determination Date because of a Market Disruption Event or for any other reason, the calculation agent will determine the Index level on the Determination Date and thus the amount payable on the Maturity Date — in a manner it considers appropriate, in its sole discretion. We describe the discretion that the calculation agent will have in determining the Index Levels on the Determination Date and the amount payable on the notes more fully under “Discontinuance or Modification of the Index” and “As calculation agent, Deutsche Bank AG, London Branch will


P-13

 

have the authority to make determinations that could affect the market value of your notes and the amount you receive at the Maturity Date”.
 
There is no affiliation between the Index Stock issuers and us, and we are not responsible for any disclosure by the Index Stock issuers.
 
We are not affiliated with the issuers of the Index Stocks or the Index Sponsor. However, we, the agent, the calculation agent and their affiliates may currently or from time to time in the future engage in business with many of the Index Stocks issuers. Nevertheless, neither we nor the agents, the calculation agent or any of their affiliates assumes any responsibility for the accuracy or the completeness of any information about the Index Stocks or any of the Index Stock issuers. You, as an investor in the notes, should make your own investigation into the Index Stocks and the issuers of Index Stocks.
 
Neither the Index Sponsor nor any of the issuers of the Index Stocks are involved in this offering of your notes in any way and none of them have any obligation of any sort with respect to your note. Neither the Index Sponsor nor any of the issuers of the Index Stocks have any obligation to take your interests into consideration for any reason, including when taking any corporate actions that might affect the value of the notes.
 
We can postpone the Determination Date and the Maturity Date if a Market Disruption Event occurs.
 
If the calculation agent determines that a Market Disruption Event has occurred or is continuing on the Determination Date, the Determination Date will be postponed until the first Trading Day on which no Market Disruption Event occurs or is continuing, but in no event will the postponement last for more than five Business Days. As a result, the maturity of your notes may be postponed, although not by more than five Business Days, if there is a Market Disruption Event on the Determination Date. Thus, you may not receive the cash payment that we are obligated to deliver at maturity until several days after the originally scheduled due date. Moreover, if the level of the Index is not available on the Determination Date, as so postponed, because of a continuing Market Disruption Event or for any other reason, the calculation agent will nevertheless determine the Final Index Level based on its assessment, made in its sole discretion, of the level of the Index at that time.
 
Secondary trading in the notes may be limited.
 
The notes are a new issue of securities with no established trading market. The notes may not be listed on any securities exchange or be included in any interdealer market quotation system and there may be little or no secondary market for the notes. In this regard, the agent is not obligated to make a market in the notes. Even if a secondary market for the notes develops, it may not provide significant liquidity, and we expect that transaction costs in any secondary market would be high. As a result, the differences between bid and ask prices for your notes in any secondary market could be substantial. If at any time a third party dealer quotes a price to purchase your notes or otherwise values your notes, that price may be different (higher or lower) than any price quoted by the agent. You should read “The market value of your notes may be influenced by many unpredictable factors” above.
 
The U.S. Federal income tax treatment of the notes is not certain.
 
There is no direct statutory, judicial or administrative authority for the U.S. Federal income tax treatment of financial instruments similar to the notes. We intend to treat, and by acquiring the notes you agree to treat, the notes as an “open transaction” for U.S. Federal income tax purposes. We will not seek an administrative ruling on the proper tax treatment of the notes, and this agreed treatment of the notes is not binding on the Internal Revenue Service (IRS) or the courts. Assuming the notes are properly characterized as an “open transaction,” you should not be required to recognize taxable income over the term of the notes prior to the Maturity Date, other than pursuant to a sale, exchange or redemption, and upon a sale, exchange or redemption of notes, you should recognize capital gain or loss equal to the difference between the amount realized on such sale, exchange or redemption and your tax basis in the notes. Such gain or loss should generally be long-term capital gain or loss, provided the notes are held for more than one year. In addition, as discussed further below, on December 7, 2007, the IRS issued a notice indicating that it and the Treasury Department (Treasury) are actively considering whether, among other issues, all or part of the gain you may recognize upon sale or maturity of an instrument such as the notes could be treated as ordinary


P-14

 

income. The outcome of this process is uncertain and could apply on a retroactive basis. Prospective investors should carefully review the section entitled “Taxation in the United States,” below and the accompanying prospectus supplement and prospectus. Prospective purchasers of notes should consult their own tax advisor as to the proper U.S. Federal income tax treatment of the notes, the consequences of agreeing to treat the notes as an “open transaction,” and the possibility of alternative characterizations of the notes.


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ADDITIONAL INFORMATION
 
Calculation agent
 
We have initially appointed Deutsche Bank AG, London Branch as calculation agent for the purpose of determining the Initial Index Level and the Final Index Level and for all calculations and determinations regarding Market Disruption Events, the Payment at Maturity and the interest rate applicable to any overdue payment of the Payment at Maturity. Unless there is manifest error, these determinations by the calculation agent will be final and binding on us and you.
 
The calculation agent will, as soon as practicable after receipt of any written request to do so, advise a noteholder of any determination made by it on or before the date of receipt of that request. The calculation agent will make available for inspection by noteholders copies of any of these determinations. Upon request, the calculation agent will also provide a written statement to an investor showing how the Payment at Maturity per $1,000.00 of the Face Amount of the notes was calculated. Requests to the calculation agent should be addressed to:
 
Deutsche Bank AG, London Branch
60 Wall Street, 4th Floor
New York, NY 10005
Attn: GED Trading
Telephone No. +1 212 250 4942
Facsimile No. +1 212 250 8866
 
Hypothetical examples
 
The following tables set out the total return to maturity of a note, based on the assumptions outlined below and several hypothetical Final Index Levels. These figures are provided for purposes of illustration only. They should not be taken as an indication or prediction of future investment results and are intended merely to illustrate the effect that various hypothetical Final Index Levels could have on the Payment at Maturity, assuming all other variables remain constant.
 
The information in the tables reflects hypothetical rates of return on the notes assuming they are purchased on the Original Issue Date and held to the Maturity Date. If you sell the notes prior to the Maturity Date, your return will depend upon the market value of the notes at the time of sale, which may be affected by a number of factors that are not reflected in the table below. For a discussion of some of these factors, see “Risk Factors” above.
 
The table below assumes that there is no change in or affecting any of the Index, any of the Index Stocks or the method by which the Index Sponsor calculates the level of the Index, that there is no change to the relative weighting of any Index Stocks and that no Market Disruption Event occurs. Also, the hypothetical rates of return shown below do not take into account the effects of applicable taxes. Because of the U.S. tax treatment applicable to the notes, tax liabilities could affect the after-tax rate of return on the notes to a comparatively greater extent than the after-tax return on the Index Stocks.


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The Index has been volatile in the past, and their performance cannot be predicted for any future period. The actual performance of the Index over the life of the notes, as well as the Payment at Maturity payable, may bear little relation to the hypothetical return examples set forth below or to the historical levels of the Index set forth elsewhere in this pricing supplement. For information about the level of the Index during recent periods, see “The Index” below.
 
The following examples illustrate the rate of return on the notes for a range of hypothetical Final Index Levels on the Determination Date, assuming a hypothetical Initial Index Level of 1,999.87 and a Participation Rate of 250.00%.
 
                         
    Percentage appreciation
 		    Payment at Maturity
 		 
    or depreciation between
 		    in U.S. dollars and as a % of
 		 
Final Index Level
 		  the Initial Index Level
 		    Face Amount  
on the Determination Date
  and the Final Index Level     Payment ($)     Return on Security (%)  
 
3,999.74
    100.00 %     3,500.00       250.00 %
3,499.77
    75.00 %     2,875.00       187.50 %
2,999.81
    50.00 %     2,250.00       125.00 %
2,499.84
    25.00 %     1,625.00       62.50 %
2,399.84
    20.00 %     1,500.00       50.00 %
2,299.85
    15.00 %     1,375.00       37.50 %
2,199.86
    10.00 %     1,250.00       25.00 %
2,039.87
    2.00 %     1,050.00       5.00 %
2,019.87
    1.00 %     1,025.00       2.50 %
1,999.87
    0.00 %     1,000.00       0.00 %
1,979.87
    −1.00 %     990.00       −1.00 %
1,959.87
    −2.00 %     980.00       −2.00 %
1,799.88
    −10.00 %     900.00       −10.00 %
1,699.89
    −15.00 %     850.00       −15.00 %
1,599.90
    −20.00 %     800.00       −20.00 %
1,499.90
    −25.00 %     750.00       −25.00 %
999.94
    −50.00 %     500.00       −50.00 %
499.97
    −75.00 %     250.00       −75.00 %
0.00
    −100.00 %     0.00       −100.00 %


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The following graph sets forth the hypothetical return at maturity for a range of hypothetical Final Index Level of the Index, assuming a hypothetical Initial Index Level of 1,999.87 and a Participation Rate of 250.00%.
 
(LINE GRAPH)
 
Same-day funds settlement and payment
 
The initial settlement for the notes and all cash payments in respect of the notes will be made in immediately available funds.
 
Secondary trading in long-term notes and debentures of corporate issuers is generally settled in clearing-house or next-day funds. In contrast, transfers of the notes will be made in the Same-Day Funds Settlement System of The Depository Trust Company (the Depository) until maturity, and secondary market trading activity in the notes will therefore be required by the Depository to settle in immediately available funds. We cannot assure you as to the effect, if any, of settlement in immediately available funds on trading activity in the notes.
 
THE INDEX
 
We have derived all information regarding the Index contained in this pricing supplement, including its make-up, method of calculation and changes in its components, from publicly available information. That information reflects the policies of, and is subject to change by the Index Sponsor. The Index Sponsor owns the copyright and all other rights to the Index. The Index Sponsor has no obligation to continue to publish and may discontinue publication of, the Index. The Index Sponsor does not assume any responsibility for the accuracy or completeness of such information. The consequences of the Index Sponsor discontinuing the Index are described in “Discontinuance or modification of the Index” above. Current information regarding the market value of the Index is available from the Index Sponsor and from numerous public information sources. We do not make any representation that the publicly available information about the Index is accurate or complete. The Index is determined, comprised and calculated by the Index Sponsor without regard to the offered notes. Neither we nor any


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of our affiliates accept any responsibility for the calculation, maintenance or publication, or any error, omission or disruption in the Index.
 
The Deutsche Bank X-Alpha USD Excess Return Index (the Index) uses a rules-based, mathematical model (the X-Alpha Model) that reflects the performance of eight proprietary equity indices (the “DB Regional Style Indices”) calculated by Deutsche Bank AG, London Branch (the Index Sponsor) relative to the performance of four well known regional equity benchmark indices maintained by third-party sponsors (each, a Benchmark Index and, collectively, the Benchmark Indices). The regional focus of the Index is the Euro Zone, the United States, Japan and the United Kingdom. The DB Regional Style Indices seek to identify, from a growth perspective, high short-term earnings momentum stocks (the growth stocks) and, from a value perspective, low price-earnings ratio or high dividend yielding stocks (the value stocks) in the above-referenced geographic regions.
 
The X-Alpha Model pairs each DB Regional Style Index that reflects the performance of the growth stocks and each DB Regional Style Index that reflects the performance of the value stocks with a Benchmark Index for a total of eight index constituent pairs (each, an Index Constituent Pair), as described below under “— Index Constituent Pairs.”
 
The return of each Index Constituent Pair is determined based on the daily cumulative return of the relevant DB Regional Style Index (which is measured as the return of such DB Regional Style Index since the last time such DB Regional Style Index was reconstituted) compared to that of the relevant Benchmark Index over the same time period. The X-Alpha Model, in turn, reflects a weighted return in U.S. dollars of the eight Index Constituent Pairs, with the Index Constituent Pairs weights determined based upon the Index Constituent Pair Percentage Weight for each Index Constituent Pair specified below under “— Index Constituent Pairs,” adjusted based upon recent observed volatility as described below under “— Calculation and Reconstitution of the Index.” Effectively, each Index Constituent Pair’s weighting in the X-Alpha Model is based upon two components: a fixed regional weighting which is multiplied by a volatility weighting that is calculated every three months based upon the comparison of the actual volatility experienced by such Index Constituent Pair and by the X-Alpha Model as a whole to the target volatility of 8%, as described below under “— Calculation and Reconstitution of the Index.”
 
The objective of the Index is to reflect the performance of an alpha investment model. “Alpha” is the difference in the performance of an asset (or financial indicator) relative to a benchmark asset (or financial indicator). An alpha investment model is a model that aims to generate positive alpha — i.e., positive returns that are generated without regard to the direction of a benchmark. The alpha in the Index is generated, in relation to each Index Constituent Pair, by the performance of a DB Regional Style Index relative to the Benchmark Index with which it is paired.
 
Index Constituents
 
The DB Regional Style Indices and the Benchmark Indices have been selected from four regions, representing the Euro Zone, the United States, Japan and the United Kingdom. Each Index Constituent reflects the reinvestment of dividends into such Index Constituent. In the case of the DB Regional Style Indices, 85% of the cash dividends paid are reinvested into the relevant index as a result of taxation on dividends, with the exception of the DB Regional Style Indices that are focused on the United States, for which 75% of the cash dividends are reinvested. In the case of the Benchmark Indices, cash dividends are reinvested into each relevant index less any withholding taxes or other charges, in accordance with the rules of each Benchmark Index.
 
The X-Alpha Model tracks the performance of the following eight DB Regional Style Indices:
 
Euro Zone
 
The DB Euro Value Total Return Index
 
The DB Euro Growth Total Return Index
 
United States
 
The DB U.S. Value Total Return Index
 
The DB U.S. Growth Total Return Index


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Japan
 
The DB Japan Value Total Return Index
 
The DB Japan Growth Total Return Index
 
The United Kingdom
 
The DB UK Value Total Return Index
 
The DB UK Growth Total Return Index
 
Each of the DB Regional Style Indices is described below under “— Additional Information Relating to the DB Regional Style Indices.”
 
The performance of each DB Regional Style Index is measured against one of the following Benchmark Indices, as described below under “— Index constituent Pairs”:
 
Euro Zone:
 
The Dow Jones Euro STOXX 50 Total Return IndexTM (the Euro Stoxx Index).
 
United States:
 
The S&P 500® Total Return Index.
 
Japan:
 
The TOPIX 100® Total Return Index.
 
United Kingdom:
 
The FTSE 100® Total Return Index.
 
Each of the Benchmark Indices is described below under “— Additional Information Relating to the Benchmark Indices.”
 
For purposes of calculating the Index closing level (as defined below under “— Index Closing Level”), the DB Regional Style Indices and Benchmark Indices that are not denominated in U.S. dollars are expressed in U.S. dollars by converting the non-U.S. dollar amounts into U.S. dollars using the Exchange Rate.
 
Exchange Rate means, for any date of determination, the rate of exchange prevailing at 16:00 Central European Time (or at such time approximate thereto as the Index Sponsor determines to be practicable) on such day between the currency in which any Index Constituent is expressed (the Reference Currency) and U.S. dollars (expressed as the number of units of the Reference Currency or a fraction thereof required to buy one U.S. dollar) as determined by the Index Sponsor by reference to such source(s) as the Index Sponsor may determine to be appropriate at such time.


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Index Constituent Pairs
 
The Index comprises eight pairs of notional financial positions which reflect the combined performance of a direct investment in one DB Regional Style Index minus the return of an equal investment in the Benchmark Index with which it is paired. Each of the eight DB Regional Style Indices is paired with one of the four Benchmark Indices to form an Index Constituent Pair as set forth in the table below, each of the two DB Regional Indices in the same region being paired with the Benchmark Index in the same region. The objective behind this pairing is to isolate the potential excess return of the “value” or “growth” stock selection model implemented by the relevant DB Regional Style Index over the return achieved by the Benchmark Index with which it is paired. Each Index Constituent Pair is rebalanced every three months such that the notional financial positions which comprise such Index Constituent Pair are reset to equal amounts, as described below under “— Calculation and Reconstitution of the Index.”
 
The Index Constituents comprising each of the eight Index Constituent Pairs are:
 
                 
            Index Constituent
 		 
Index Constituent
 		          Pair Percentage
 		 
Pair
  DB Regional Style Index   Benchmark Index   Weight  
 
Euro Value Pair
  DB Euro Value Total Return Index   Dow Jones Euro STOXX 50 Total Return IndexTM     15 %
Euro Growth Pair
  DB Euro Growth Total Return Index   Dow Jones Euro STOXX 50 Total Return IndexTM     15 %
U.S. Value Pair
  DB U.S. Value Total Return Index   S&P® 500 Total Return Index     25 %
U.S. Growth Pair
  DB U.S. Growth Total Return Index   S&P® 500 Total Return Index     25 %
UK Value Pair
  DB UK Value Total Return Index   FTSE 100® Total Return Index     5 %
UK Growth Pair
  DB UK Growth Total Return Index   FTSE 100® Total Return Index     5 %
Japan Value Pair
  DB Japan Value Total Return Index   TOPIX 100® Total Return Index     5 %
Japan Growth Pair
  DB Japan Growth Total Return Index   TOPIX 100® Total Return Index     5 %
 
The return of each Index Constituent Pair is determined based on the return of the relevant DB Regional Style Index compared to the return of the relevant Benchmark Index. The X-Alpha Model, in turn, reflects a weighted return in U.S. dollars of the eight Index Constituent Pairs. The weighting of each Index Constituent Pair in the X-Alpha Model is based on two components. First, each Index Constituent Pair is assigned a regional weighting, which is specified in the table above. Second, each Index Constituent Pair receives a volatility weighting, which is calculated every three months during the Index reconstitution process and is based on the comparison of the actual volatility experienced by such Index Constituent Pair and the X-Alpha Model as a whole to the target volatility of 8%, subject to a minimum of 50% and a maximum of 150%. During the Index reconstitution process, the overall weighting of each Index Constituent Pair in the X-Alpha Model is determined by multiplying the regional weighting for such Index Constituent Pair by the volatility weighting for such Index Constituent Pair. The Index reconstitution process is described under “The Index — Calculation and Reconstitution of the Index” in Annex A.
 
Each of the DB Regional Style Indices is described under “Additional Information Relating to the DB Regional Style Indices” in Annex A.


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As of April 30, 2008, each DB Regional Style Index had the following components:
 
The DB Euro Value Total Return Index
 
             
Name
  Weight     Country
 
ACCOR
    5.44     France
AEGON
    5.37     Netherlands
ALLIED IRISH BANKS
    4.75     Ireland
BCO BILBAO VIZCAYA ARGENTARIA
    5.15     Spain
BANK OF IRELAND
    4.50     Ireland
BNP PARIBAS
    5.52     France
CREDIT AGRICOLE
    5.56     France
DEUTSCHE BANK R
    4.97     Germany
DEXIA
    4.90     Belgium
DEUTSCHE TELEKOM
    4.53     Germany
ENEL
    4.70     Italy
ENI
    5.09     Italy
FRANCE TELECOM
    4.41     France
ING GROEP
    5.36     Netherlands
INTESA SANPAOLO
    4.95     Italy
PORTUGAL TELECOM R
    4.82     Portugal
SAMPO PLC
    5.05     Finland
GROUPE SOCIETE GENERALE
    4.94     France
TELECOM ITALIA
    4.61     Italy
UPM KYMMENE
    5.36     Finland
 
The DB Euro Growth Total Return Index
 
             
Name
  Weight     Country
 
ACCOR
    5.65     France
ALSTOM
    5.14     France
BAYER
    5.47     Germany
REED ELSEVIER NV
    4.87     Netherlands
E.ON
    5.10     Germany
FIAT
    5.59     Italy
FRANCE TELECOM
    4.58     France
INBEV SA
    4.37     Belgium
INTESA SANPAOLO
    5.14     Italy
KPN
    5.01     Portugal
LAGARDERE S.C.A. 
    4.65     France
MAN
    4.76     Germany
NOKIA
    4.54     Finland
PEUGEOT
    4.54     France
PHILIPS ELECTRONICS
    4.63     Netherlands
PORSCHE PREF
    5.17     Germany
BANCO DE SABADELL SA
    5.01     Spain
SAMPO PLC
    5.24     Finland
TELEFONICA
    4.79     Spain
VOLKSWAGEN
    5.77     Germany


P-22

 

The DB U.S. Value Total Return Index
 
         
Name
  Weight  
 
ACE LTD
    3.45  
ALLSTATE CP
    3.37  
ANADARKO PETE
    3.16  
BANK OF AMERICA
    3.20  
BB CORPORATION
    3.40  
CHUBB CORP
    3.35  
CAP ONE FINAN
    3.38  
CONOCOPHILLIPS
    3.44  
CHEVRON
    3.46  
DOMINION RES INC
    3.40  
FIFTH THR BNCP
    3.02  
GOLDM SACHS GRP
    3.69  
HALLIBURTON CO
    3.70  
HOME DEPOT INC
    3.42  
HARTFORD FINL
    3.24  
INTL PAPER CO
    2.53  
JPMORGAN CHASE & CO
    3.98  
LEHMAN BROS
    3.23  
LINCOLN NATL
    3.44  
LOEWS CORP
    3.20  
METLIFE INC
    3.31  
MARATHON OIL
    2.74  
NOBLE CORP
    3.53  
PROGRESSIVE CORP
    3.60  
PRUDENTIAL FINL
    3.37  
REGIONS FINANCL
    3.28  
TRANSOCEAN INC
    3.30  
THE TRAVELERS CO
    3.41  
VALERO ENERGY
    3.02  
WACHOVIA CORP
    3.37  


P-23

 

The DB U.S. Growth Total Return Index
 
         
Name
  Weight  
 
APPLE COMP INC
    4.20  
ABBOTT LABS
    3.14  
AES CORPORATION
    3.01  
AMERICAN TOWER CORP-CL A
    3.57  
AMAZON COM
    3.54  
AON CORP
    3.44  
BOEING CO
    3.47  
BIOGEN IDEC
    3.09  
CELGENE CORP
    3.35  
DOMINION RES INC
    3.37  
EMC CORP
    3.16  
EXELON CORP
    3.28  
FLUOR CORP
    3.39  
HALLIBURTON CO
    3.67  
SUN MICROSYSTEMS INC
    2.90  
L-3 COMMS HLDGS
    3.16  
METLIFE INC
    3.28  
MEDCO HLTH SOLN
    3.60  
NOBLE ENERGY INC
    3.47  
NOBLE CORP
    3.50  
NTL OILWELL VARC
    3.46  
NYSE EURONEXT
    3.34  
PUBLIC SERVICE ENTERPRISE GP
    3.03  
PUBLIC STORAGE
    3.26  
TRANSOCEAN INC
    3.28  
SCHLUMBERGER LTD
    3.66  
THERMO FISHER SC
    3.31  
TEXTRON INC
    3.51  
MEMC ELECTRONIC MATERIALS
    2.36  
WILLIAMS COS INC
    3.20  
 
The DB Japan Value Total Return Index
 
         
Name
  Weight  
 
ASAHI KASEI
    4.94  
MITSUB CHEM HLDG
    4.87  
NIPPON OIL
    4.79  
NIP STEEL CORP
    4.91  
SUMITOMO MTL IND
    4.54  
KOBE STEEL
    4.50  
JFE HOLDINGS
    6.06  
NISSAN MOTOR CO LTD
    4.60  
TOYOTA MOTOR CORP
    4.13  
HONDA MOTOR CO LTD
    4.73  
ITOCHU CORP
    4.51  
MARUBENI
    5.00  
MITSUI CO LTD
    5.13  
TOKYO ELECTRON
    4.83  
SUMITOMO CORP
    4.49  
RESONA HOLDINGS
    5.70  
MITSUI TRUST HLD
    4.99  
ORIX CORP
    6.11  
SOMPO JAPAN INSURANCE INC
    6.31  
MITSUI OSK LINES
    4.86  


P-24

 

The DB Japan Growth Total Return Index
 
         
Name
  Weight  
 
SEVEN & I HLDG
    5.58  
MITSUB CHEM HLDG
    4.91  
TAKEDA PHARM
    4.53  
ASTELLAS PHARMA
    4.43  
FUJI PHOTO FILM JAPAN
    4.92  
BRIDGESTONE CORP
    5.21  
ASAHI GLASS
    4.97  
SUMITOMO ELEC
    4.08  
KOMATSU
    5.63  
DAIKIN INDS
    5.54  
SONY CORP
    4.53  
TDK CORPORATION
    4.45  
MITSUBISHI HVY
    4.91  
NINTENDO CO LTD
    5.34  
TOKYO ELECTRON
    4.87  
SUMITOMO CORP
    4.53  
SOMPO JAPAN INSURANCE INC
    6.36  
MILLEA HOLDINGS INC
    5.75  
MITSUI OSK LINES
    4.90  
SOFTBANK
    4.56  
 
The DB U.K. Value Total Return Index
 
         
Name
  Weight  
 
ALLIANCE & LEICS
    5.70  
AVIVA
    5.70  
BARCLAYS
    4.94  
BRITISH AIRWAYS
    4.12  
CAIRN ENERGY PLC
    5.92  
ENTERPRISE INNS
    4.49  
HBOS
    3.81  
HAMMERSON
    4.81  
3I GROUP PLC
    4.73  
KAZAKHMYS
    5.34  
LAND SECURITIES
    5.09  
LEGAL + GENERAL GRP
    5.14  
LIBERTY INTL
    5.08  
LLOYDS TSB GRP
    5.30  
PERSIMMON
    4.25  
ROYAL BANK OF SCOTLAND GRP
    4.99  
ROYAL DTCH SHL A
    5.67  
ROYAL DUTCH SHELL B
    5.73  
RESOLUTION
    5.33  
TAYLOR WIMPEY PLC
    3.87  


P-25

 

The DB U.K. Growth Total Return Index
 
         
Name
  Weight  
 
ASSOCIATED BRIT FOODS
    5.22  
BAE SYSTEMS
    5.11  
CARPHONE WAREHOUSE GRP
    4.50  
CABLE & WIRELESS
    4.61  
FIRSTGROUP
    4.90  
3I GROUP PLC
    4.81  
INTERNATIONAL POWER
    5.45  
KINGFISHER
    5.22  
LONDON STOCK EXCHANGE
    3.57  
MARKS & SPENCER GROUP PLC
    4.70  
MORRISON (WILLIAM) SUPERMARK
    4.93  
RECKITT BENCKISER GROUP PLC
    5.42  
ROYAL DUTCH SHELL B
    5.83  
SAINSBURY(J)
    5.33  
SCHRODERS
    5.89  
SMITHS GROUP PLC
    5.04  
SCOTTISH & SOUTHERN ENERGY
    4.70  
SEVERN TRENT
    5.27  
THOMAS COOK GROUP PLC
    4.43  
XSTRATA PLC
    5.07  
 
Historical Information
 
The following graphs set forth the historical performance of the Index, the DB Regional Style Indices and the Benchmark Indices based on the daily Index closing levels from October 22, 1996 (the Index inception date) through April 30, 2008. The Index closing level on April 30, 2008 was 1,999.98. The closing level of the DB Euro Value Total Return Index on April 30, 2008 was 14,190.40. The closing level of the DB Euro Growth Total Return Index on April 30, 2008 was 10,332.91. The closing level of the Dow Jones EURO STOXX 50 Total Return IndexTM Index on April 30, 2008 was 5,687.75. The closing level of the DB U.S. Value Total Return Index on April 30, 2008 was 9,336.91. The closing level of the DB U.S. Growth Total Return Index on April 30, 2008 was 7,276.80. The closing level of the S&P 500® Total Return Index on April 30, 2008 was 2,190.13. The closing level of the DB Japan Value Total Return Index on April 30, 2008 was 4,625.86. The closing level of the DB Japan Growth Total Return Index on April 30, 2008 was 1,826. 78. The closing level of the TOPIX 100® Total Return Index on April 30, 2008 was 1,149.80. The closing level of the DB U.K. Value Total Return Index on April 30, 2008 was 7,025.01. The closing level of the DB U.K. Growth Total Return Index on April 30, 2008 was 4,692.25. The closing level of the FTSE 100® Total Return Index on April 30, 2008 was 3,593.84.
 
The Index has existed only since October 3, 2006. The historical performance data below from October 3, 2006 through April 30, 2008 represent the actual performance of the Index. The historical performance data from October 22, 1996 to September 29, 2006 reflect a retrospective calculation of the levels of the Index using archived data and the original methodology for the calculation of the Index as described in “The Deutsche Bank X-Alpha USD Excess Return® Index — Change in Methodology” in the Annex A. All prospective investors should be aware that no actual investment which allowed a tracking of the performance of the Index was possible at any time prior to October 3, 2006.
 
The Index closing levels reflected in the graph below for the period from July 17, 2007 through April 30, 2008 were based on the new methodology for the calculation of the Index as described under “— Change in Methodology” in the Annex A. The Index closing levels reflected in the graph below for the period from January 2, 1998 through July 16, 2007, were based on the original methodology for the calculation of the Index as described under “— Change in Methodology” in the Annex A and have not been restated. As described in “— Change in Methodology” in the Annex A, the new methodology for the calculation of the Index would have resulted in lower Index closing levels and annualized return if it had been applied for the period from October 22, 1996 through July 16, 2007. For example, a retrospective calculation of the Index closing level for July 16, 2007 based on the new methodology results in an Index closing level of 2,073.74, compared to the actual Index closing


P-26

 

level of 2,184.80 on that date. A retrospective calculation of the annualized return for the Index for the period from October 22, 1996 through July 16, 2007 based on the new methodology results in an annualized return of 7.03%, compared to a retrospectively calculated annualized return of 7.55% calculated based on the original methodology for the same time period. The closing level of the Index on April 30, 2008 was 1,999.87.
 
Historical Performance of the Deutsche Bank X-Alpha USD
Excess Return Index
 
(GRAPH)


P-27

 

The DB Euro Value Total Return Index and the DB Euro Growth Total Return Index have existed only since July 1, 2002. The historical performance data below from July 1, 2002 through April 30, 2008 represent the actual performance of such indices. The historical performance data from January 2, 1998 to June 28, 2002 reflect a retrospective calculation of the levels of such indices using archived data and the same methodology as described in “Additional Information Relating to the DB Regional Style Indices” in the Annex A. All prospective investors should be aware that no actual investment which allowed a tracking of the performance of the DB Euro Value Total Return Index or the DB Euro Growth Total Return Index was possible at any time prior to July 1, 2002.
 
Historical Performance of the DB Euro Value Total Return Index
and the Dow Jones EURO STOXX 50 Total Return Indextm
 
(GRAPH)
 
Historical Performance of the DB Euro Growth Total Return Index
and the Dow Jones EURO STOXX 50 Total Return Indextm
 
(GRAPH)


P-28

 

The DB U.S. Value Total Return Index and the DB U.S. Growth Total Return Index have existed only since July 1, 2002. The historical performance data below from July 1, 2002 through April 30, 2008 represent the actual performance of such indices. The historical performance data from January 2, 1998 to June 28, 2002 reflect a retrospective calculation of the levels of such indices using archived data and the same methodology as described in “Additional Information Relating to the DB Regional Style Indices” in the Annex A. All prospective investors should be aware that no actual investment which allowed a tracking of the performance of the DB U.S. Value Total Return Index or the DB U.S. Growth Total Return Index was possible at any time prior to July 1, 2002.
 
Historical Performance of the DB U.S. Value Total Return Index
and the S&P 500® Total Return Index
 
(GRAPH)
 
Historical Performance of the DB U.S. Growth Total Return Index
and the S&P 500® Total Return Index
 
(GRAPH)


P-29

 

The DB Japan Value Total Return Index and the DB Japan Growth Total Return Index have existed only since November 1, 2002. The historical performance data below from November 1, 2002 through April 30, 2008 represent the actual performance of such indices. The historical performance data from January 2, 1998 to October 31, 2002 reflect a retrospective calculation of the levels of such indices using archived data and the same methodology as described in “Additional Information Relating to the DB Regional Style Indices” in the Annex A. All prospective investors should be aware that no actual investment which allowed a tracking of the performance of the DB Japan Value Total Return Index or the DB Japan Growth Total Return Index was possible at any time prior to November 1, 2002.
 
Historical Performance of the DB Japan Value Total Return Index
and the TOPIX 100® Total Return Index
 
(GRAPH)
 
Historical Performance of the DB Japan Growth Total Return Index
and the TOPIX 100® Total Return Index
 
(GRAPH)


P-30

 

The DB U.K. Value Total Return Index and the DB U.K. Growth Total Return Index have existed only since August 1, 2006. The historical performance data below from August 1, 2006 through April 30, 2008 represent the actual performance of such indices. The historical performance data from January 2, 1998 to July 31, 2006 reflect a retrospective calculation of the levels of such indices using archived data and the same methodology as described in “Additional Information Relating to the DB Regional Style Indices” in the Annex A. All prospective investors should be aware that no actual investment which allowed a tracking of the performance of the DB U.K. Value Total Return Index or the DB U.K. Growth Total Return Index was possible at any time prior to August 1, 2006.
 
Historical Performance of the DB U.K. Value Total Return Index
and the FTSE 100® Total Return Index
 
(GRAPH)
 
Historical Performance of the DB U.K. Growth Total Return Index
and the FTSE 100® Total Return Index
 
(GRAPH)


P-31

 

The methodology and the models used for the constitution and retrospective calculation of the Index and the DB Regional Style Indices were developed with the advantage of hindsight. In reality it is not possible to invest with the advantage of hindsight.
 
The historical levels of the Index, the DB Regional Style Indices and the Benchmark Indices should not be taken as an indication of future performance, and no assurance can be given as to the closing levels of the Index, the DB Regional Style Indices or the Benchmark Indices on the Determination Date. We cannot give you assurance that the performance of the Index, the DB Regional Style Indices or the Benchmark Indices will result in the return of your initial investment.
 
License Agreement
 
The notes are not sponsored, endorsed, sold or promoted by Deutsche Bank AG or any subsidiary or affiliate of Deutsche Bank AG. The Deutsche Bank X-Alpha USD Excess Return Index (the DB Index) is the exclusive property of Deutsche Bank AG. “Deutsche Bank” and “X-Alpha” are trade marks of Deutsche Bank AG and have been licensed for use for certain purposes by Eksportfinans. Neither Deutsche Bank AG, any affiliate of Deutsche Bank AG nor any other party involved in, or related to, making or compiling the DB Index makes any representation or warranty, express or implied, concerning the DB Index, the notes or the advisability of investing in securities generally. Neither Deutsche Bank AG, any affiliate of Deutsche Bank AG nor any other party involved in, or related to, making or compiling the DB Index has any obligation to take the needs of Deutsche Bank AG, Eksportfinans or the owners of the notes into consideration in determining, composing or calculating the DB Index. Neither Deutsche Bank AG, any affiliate of Deutsche Bank AG nor any other party involved in, or related to, making or compiling the DB Index is responsible for or has participated in the determination of the timing of, prices at, quantities or valuation of the notes. Neither Deutsche Bank AG, any affiliate of Deutsche Bank AG nor any other party involved in, or related to, making or compiling the DB Index has any obligation or liability in connection with the administration, marketing or trading of the notes.
 
NEITHER DEUTSCHE BANK AG, ANY AFFILIATE OF DEUTSCHE BANK AG NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING THE DB INDEX WARRANTS OR GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE DB INDEX OR ANY DATA INCLUDED THEREIN AND SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. NEITHER DEUTSCHE BANK AG, ANY AFFILIATE OF DEUTSCHE BANK AG NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING THE DB INDEX MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED FROM THE USE OF THE DB INDEX OR ANY DATA INCLUDED THEREIN. NEITHER DEUTSCHE BANK AG, ANY AFFILIATE OF DEUTSCHE BANK AG NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING THE DB INDEX MAKES ANY EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE DB INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL DEUTSCHE BANK AG, ANY AFFILIATE OF DEUTSCHE BANK AG OR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING THE DB INDEX HAVE ANY LIABILITY FOR DIRECT, INDIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL OR ANY OTHER DAMAGES OR LOSSES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN DEUTSCHE BANK AG AND THE BANK
 
No purchaser, seller or holder of the notes, or any other person or entity, should use or refer to any Deutsche Bank AG trade name, trademark or service mark to sponsor, endorse, market or promote this product without first contacting Deutsche Bank AG to determine whether Deutsche Bank AG’s permission is required. Under no circumstances may any person or entity claim any affiliation with Deutsche Bank AG without the written permission of Deutsche Bank AG.


P-32

 

TAXATION IN THE UNITED STATES
 
The following discussion supplements and should be read together with the discussion in the prospectus supplement and the prospectus under “Taxation in the United States”. The following discussion represents the opinion of Allen & Overy LLP and does not address all U.S. Federal income tax matters that may be relevant to a particular prospective holder. Prospective holders should consult their own tax advisers as to the consequences of acquiring, holding and disposing of notes under the tax laws of the country of which they are resident for tax purposes as well of under the laws of any state, local or foreign jurisdiction.
 
The characterization of the notes for U.S. Federal income tax purposes is not certain. As a result, some aspects of the U.S. Federal income tax consequences of an investment in the notes are not certain. No ruling is being requested from the Internal Revenue Service (IRS) with respect to the notes and, accordingly, no assurance can be given that the IRS will agree with, and a court will ultimately uphold, the conclusions expressed herein. Although no definitive authority directly addresses the characterization of the notes or instruments similar to the notes for U.S. Federal income tax purposes and the matter is not entirely clear, we intend to treat, and by acquiring the notes you agree to treat the notes as an “open transaction” for U.S. Federal income tax purposes and, unless otherwise indicated, the discussion below assumes this to be the case. However, it is possible that the IRS could seek to characterize the notes in a manner that results in tax consequences (including the timing, amount and character of income) different from those described below. Prospective holders should consult their own tax advisers as to the proper characterizations and treatment of the notes for U.S. Federal income tax purposes, as well as the consequences of agreeing to treat the notes as an “open transaction”.
 
Tax consequences to U.S. holders
 
Treatment of the notes prior to maturity
 
Assuming the notes are properly characterized as an “open transaction”, you should not be required to recognize taxable income over the term of the notes prior to maturity, other than pursuant to a redemption, sale or exchange as described below.
 
Sale, exchange or redemption of the notes
 
Generally, upon a sale, exchange or redemption of notes (including redemption of the notes on the Maturity Date), you should recognize capital gain or loss equal to the difference between the amount realized on such sale, exchange or redemption and your tax basis in the notes, which should equal the amount you paid to acquire the notes. If the notes are held for more than one year, such capital gain or loss should be long-term capital gain or loss.
 
Possible alternative tax treatments of an investment in the notes
 
Due to the absence of authorities that directly address the proper characterization of the notes and because we are not requesting a ruling from the IRS with respect to the notes, no assurance can be given that the IRS will accept, or that a court will uphold, the characterization and tax treatment of the notes described above. If the IRS were successful in asserting an alternative characterization for the notes, the timing and character of income on the notes could differ materially from our description herein. For example, the IRS might treat the notes as debt instruments issued by us, in which event the taxation of the notes would likely be governed by certain Treasury Regulations relating to the taxation of contingent payment debt instruments. In such event, regardless of whether you are an accrual method or cash method taxpayer, you would be required to accrue into income original issue discount (OID) on the notes at our “comparable yield” for similar noncontingent debt, determined at the time of the issuance of the notes, in each year that you hold the notes (even though you will not receive any cash with respect to the notes during the term of the notes) and any gain recognized at expiration or upon sale or other disposition of the notes would generally be treated as ordinary income. Additionally, if you were to recognize a loss above certain thresholds, you could be required to file a disclosure statement with the IRS.
 
On December 7, 2007, the IRS released a notice stating that it and the Treasury are actively considering the proper federal income tax treatment of an instrument such as the notes, including whether the holders should be required to accrue ordinary income on a current basis and whether gain or loss should be ordinary or capital, and


P-33

 

they are seeking comments on the subject. It is not possible to determine what guidance they will ultimately issue, if any. It is possible, however, that under such guidance, holders of the notes will ultimately be required to accrue income currently and this could be applied on a retroactive basis. The IRS and Treasury are also considering other relevant issues, including whether foreign holders of such instruments should be subject to withholding tax on any deemed income accruals, and whether the special “constructive ownership rules” of Section 1260 of the Internal Revenue Code might be applied to such instruments. Holders are urged to consult their tax advisors concerning the significance, and the potential impact, of the above considerations. Except to the extent otherwise provided by law, we intend to treat the notes for U.S. federal income tax purposes in accordance with the treatment set forth in this section unless and until such time as the IRS and the Treasury issue guidance providing that some other treatment is more appropriate.
 
In addition, one member of the House of Representatives recently introduced a bill that, if enacted, would require holders of instruments such as the notes purchased after the bill is enacted to accrue interest income over the term of the notes despite the fact that there will be no interest payments over the term of the notes. It is not possible to predict whether this bill or a similar bill will be enacted in the future and whether any such bill would affect the tax treatment of your securities.
 
Prospective investors should consult their own advisor about possible alternative characterizations of the notes, and the effect of such alternative characterizations on the timing and amount of income recognized.
 
SUPPLEMENTAL PLAN OF DISTRIBUTION
 
The notes are being purchased by Deutsche Bank Securities Inc. (the agent) as principal, pursuant to a terms agreement dated as of [    l    ] between the agent and us. The agent has agreed to pay our out-of-pocket expenses of the issue of the notes.
 
From time to time, the agent and its affiliates have engaged, and in the future may engage, in transactions with and the performance of services for us for which they have been, and may be, paid customary fees. In particular. We will enter into hedging arrangements with Deutsche Bank AG, London Branch in order to hedge our obligations under the notes.


P-34

 

ANNEX A
 
Index Closing Level
 
The Index closing level (as defined below) on any trading day (as defined below under “— Market Disruption Events”) depends on the performance, in relation to each Index Constituent Pair, of the relevant DB Regional Style Index relative to the relevant Benchmark Index. If the overall performance of the DB Regional Style Indices compared to the Benchmark Indices, when measured by reference to each Index Constituent Pair, is positive, the Index closing level will rise. Conversely, if the overall performance of the DB Regional Style Indices compared to the Benchmark Indices, when measured by reference to each Index Constituent Pair, is negative, the Index closing level will fall. Therefore, whether or not the Index closing level rises or falls depends not on whether or not the levels of any of the DB Regional Style Indices and/or the Benchmark Indices rise or fall but rather on the overall performance of the DB Regional Style Indices relative to the Benchmark Indices when measured by reference to each Index Constituent Pair.
 
“Index closing level” means, on October 22, 1996, 1000. On each subsequent trading day, the Index closing level shall be determined by multiplying the X-Alpha Leveraged Reference Level for such trading day by the X-Alpha Leveraged Daily Cumulative Return for such trading day.
 
“X-Alpha Leveraged Reference Level” means, in respect of each trading day in the period from and including the first trading day following an X-Alpha Reconstitution Day (the “First X-Alpha Reconstitution Day”) to and including the immediately succeeding X-Alpha Reconstitution Day, the Index closing level calculated for the First X-Alpha Reconstitution Day, all as determined by the Index Sponsor.
 
“X-Alpha Reconstitution Day” means the sixth trading day following an Index Reconstitution Day.
 
“Index Reconstitution Day” means the 12th calendar day of each January, April, July and October or, if any such day is not a London Business Day, the first following day that is a London Business Day.
 
“London Business Day” means a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in London.
 
“X-Alpha Leveraged Daily Cumulative Return” means, in respect of a trading day, an amount expressed as a percentage equal to the sum of (A) and (B) where
 
(A) equals one (1); and
 
(B) equals the product of (i) and (ii) where
 
(i) equals the X-Alpha Exposure for such trading day (except on an X-Alpha Reconstitution Day, where it equals the X-Alpha Exposure for the immediately preceding trading day); and
 
(ii) equals X-Alpha Model Daily Cumulative Return for such trading day, all as determined by the Index Sponsor.
 
“X-Alpha Exposure” means, in respect of the X-Alpha Model Daily Level, an amount expressed as a percentage equal to, and not to exceed 150% or fall below 50%, in respect of the First X-Alpha Reconstitution Day and each trading day thereafter to but excluding the immediately succeeding X-Alpha Reconstitution Day, the quotient of (i) the Target Volatility Cap as numerator and (ii) the 100 Day Annualized Volatility determined in respect of the X-Alpha Model Daily Level on the Index Reconstitution Day immediately preceding the First X-Alpha Reconstitution Day as denominator, all as determined by the Index Sponsor.
 
“X-Alpha Model Daily Level” means, in respect of a trading day, an amount expressed in U.S. dollars and determined by the Index Sponsor to be equal to the sum of:
 
(A) the sum of the products determined for each Index Constituent Pair of (a) the Index Constituent Pair Weight for such Index Constituent Pair as of such trading day and (b) the Index Constituent Pair Leveraged Daily Level for such trading day; and


P-35

 

(B) the Knock-Out Cash Component, if any, for such Index Constituent Pair as of such trading day.
 
The X-Alpha Model Daily Level will be rounded to the nearest two decimal places in U.S. dollars, 0.005 being rounded downwards.
 
The X-Alpha Model Daily Level will be calculated on each trading day, except as provided in the following sentence; provided, that if the Index Sponsor determines that any Index Constituent Pair Leveraged Daily Level cannot be determined on such trading day and no market disruption event has occurred on that trading day then, except as provided herein, no X-Alpha Model Daily Level for such trading day shall be determined. Upon the occurrence of a market disruption event, the X-Alpha Model Daily Level will not be calculated on the relevant trading day and will shall be calculated on the first succeeding trading day on which there is no market disruption event; provided, that if the market disruption event continues for a period of eight trading days, then the Index Sponsor will calculate the X-Alpha Model Daily Level having regard to the then prevailing market conditions, the last reported closing level of each relevant Index Constituent and such other conditions as the Index Sponsor determines relevant to the calculation of the X-Alpha Model Daily Level.
 
If a market disruption event occurs on an Index Constituent Pair Reconstitution Day, the Index Sponsor will make such determinations and/or adjustments as it considers appropriate to determine the X-Alpha Model Daily Level and/or any Index Constituent Pair Reference Level affected by the market disruption event on such Index Constituent Pair Reconstitution Day by reference to the prevailing market conditions and the last available Index Constituent Reference Level for the affected DB Regional Style Index or Benchmark Index, as the case may be, or may determine that such day shall not be that Index Constituent Pair Reconstitution Day but that such other day as the Index Sponsor shall select shall be that Index Constituent Pair Reconstitution Day.
 
“Index Constituent Pair Weight” means, in relation to an Index Constituent Pair and a trading day, the number of units or portion of units, as applicable, of such Index Constituent Pair contained in the Index on such trading day and shall be determined by the Index Sponsor to be in respect of the First X-Alpha Reconstitution Day and each trading day thereafter to but excluding the immediately succeeding X-Alpha Reconstitution Day, an amount equal to the product of (a) and (b) where:
 
(a) is the sum of the products determined for each Index Constituent Pair of (i) the Index Constituent Pair Leveraged Daily Level for such Index Constituent Pair for the First X-Alpha Reconstitution Day and (ii) the Index Constituent Pair Weight determined for such Index Constituent Pair for the X-Alpha Reconstitution Day immediately preceding the First X-Alpha Reconstitution Day; and
 
(b) equals the quotient of (i) the Index Constituent Pair Percentage Weight for such Index Constituent Pair as numerator and (ii) the Index Constituent Pair Leveraged Daily Level for such Index Constituent Pair for the First X-Alpha Reconstitution Day as denominator.
 
“Index Constituent Pair Leveraged Daily Level” means, in relation to an Index Constituent Pair and a trading day, the product of (i) the Index Constituent Pair Leveraged Return for such Index Constituent for such trading day and (ii) the Index Constituent Pair Leveraged Reference Level for such Index Constituent Pair for such trading day, all as determined by the Index Sponsor.
 
“Index Constituent Pair Leveraged Return” means, in relation to an Index Constituent Pair and a trading day and expressed as a percentage, the sum of (A) and (B) where
 
(A) equals one (1); and
 
(B) equals the product of (i) and (ii) where
 
(i) is (a) minus (b) where
 
(a) equals the Index Constituent Pair Daily Cumulative Return for such trading day; and
 
(b) equals one (1); and
 
(ii) equals the Index Constituent Pair Exposure for such trading day (except on an Index Constituent Pair Reconstitution Day, where it equals the Index Constituent Pair Exposure for the immediately preceding trading day), all as determined by the Index Sponsor.


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“Index Constituent Pair Daily Cumulative Return” means, in relation to an Index Constituent Pair and a trading day and expressed as a percentage the product of (A) and (B) where:
 
(A) equals the sum of one (1); and
 
(i) minus (ii) where
 
(i) equals the Index Constituent Return for the DB Regional Style Index constituting part of such Index Constituent Pair and (ii) equals the Index Constituent Return for the Benchmark Index constituting part of such Index Constituent Pair, in each case for such trading day; and
 
(B) equals
 
(i) minus (ii) where
 
(i) is one (1) and (ii) equals the Borrow Fee (as defined below under “— Index Costs”) calculated for such trading day,
 
all as determined by the Index Sponsor.
 
“Index Constituent Return” means, in relation to an Index Constituent and a trading day, (A) minus (B), expressed as a percentage, where:
 
(A) equals the quotient of (i) the Index Constituent Daily Index Level for such Index Constituent for such trading day as numerator and (ii) the Index Constituent Reference Level for such Index Constituent for such trading day as denominator and
 
(B) equals one (1),
 
all as determined by the Index Sponsor.
 
“Index Constituent Daily Index Level” means, in relation to an Index Constituent and a trading day, the closing level on such trading day for such Index Constituent, in each case as determined by the Index Sponsor and converted into U.S. dollars at the Exchange Rate on such trading day.
 
“Index Constituent Reference Level” means, in relation to an Index Constituent and a trading day, the Index Constituent Daily Index Level of such Index Constituent for the Index Constituent Pair Reconstitution Day immediately preceding such trading day.
 
“Index Constituent Pair Exposure” means, in relation to an Index Constituent Pair and expressed as a percentage, and not to exceed 150% or fall below 50%, in respect of an Index Constituent Pair Reconstitution Day (the “First Index Constituent Pair Reconstitution Day”) and each trading day thereafter to but excluding the immediately succeeding Index Constituent Pair Reconstitution Day, the quotient of:
 
(i) the Target Volatility Cap as numerator; and
 
(ii) the 100 Day Annualised Volatility determined in respect of such Index Constituent Pair on the Index Reconstitution Day immediately preceding the First Index Pair Reconstitution Day as denominator,
 
all as determined by the Index Sponsor.
 
“Index Constituent Pair Reconstitution Day” means the third trading day following an Index Reconstitution Day.
 
“Index Constituent Pair Leveraged Reference Level” means, in relation to an Index Constituent Pair in respect of each trading day in the period from and including the first trading day following an Index Constituent Pair Reconstitution Day (the “First Index Constituent Pair Reconstitution Day”) to and including the immediately succeeding Index Constituent Pair Reconstitution Day, the Index Constituent Pair Leveraged Daily Level determined in respect of the First Index Constituent Pair Reconstitution Day, all as determined by the Index Sponsor.
 
“Index Constituent Pair Reference Level” means, in relation to an Index Constituent Pair, in respect of each trading day in the period from and including the first trading day following the First Index Constituent Pair Reconstitution Day to and including the immediately succeeding Index Constituent Pair Reconstitution Day, the


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Index Constituent Pair Daily Level as of the First Index Pair Reconstitution Day, all as determined by the Index Sponsor.
 
“Knock-Out Cash Component” means, on a trading day subsequent to any Index Constituent Pair Knock-Out Event, an amount equal to the sum of:
 
(A) the relevant Stop Loss Amount; and
 
(B) the product of (i) the Knock-Out Cash Component Return determined on such trading day and (ii) the relevant Stop Loss Amount;
 
provided, that the Knock-Out Cash Component will reset to zero on the following Index Constituent Pair Reconstitution Day.
 
“Index Constituent Pair Knock-Out Event” means, in relation to any trading day, a determination by the Index Sponsor that the Index Constituent Pair Daily Cumulative Return for any Index Constituent Pair on such trading day is below -40% (negative forty percent).
 
“Stop Loss Amount” means, one trading day following the occurrence of an Index Constituent Pair Knock-Out Event, an amount determined by the Index Sponsor to be equal to the product of (i) the Index Constituent Pair Weight for the relevant Index Constituent Pair as determined for such day and (ii) the relevant Index Constituent Pair Leveraged Daily Level for such day.
 
“Knock-Out Cash Component Return” means the product of (A) the Federal Funds Rate minus 6.25 basis points and (B) a number being (i) divided by (ii) where:
 
(i) equals the number of calendar days in the period from and including the date of the occurrence of the relevant Index Constituent Pair Knock-Out Event to but excluding the immediately succeeding Index Reconstitution Day and
 
(ii) is 365,
 
all as determined by the Index Sponsor.
 
“Target Volatility Cap” means 8%.
 
“100 Day Annualized Volatility” is expressed as a percentage and represents, in relation to an Index Reconstitution Day and an Index Constituent Pair Daily Level or the X-Alpha Model Daily Level, as the case may be, an annualized statistical measure of the deviation over time in changes in daily returns of such Index Constituent Pair or the X-Alpha Model, as the case may be, calculated on the basis of the daily returns of such Index Constituent Pair or the X-Alpha Model, as the case may be, for the 100 trading days preceding the relevant Index Reconstitution Day. 100 Day Annualized Volatility is calculated by the Index Sponsor using the following formula:
 
 
where:
 
ln = natural logarithm;
 
n = number of Week Days from and excluding the Week Day falling 100 Week Days prior to the relevant Index Reconstitution Day up to and including the relevant Index Reconstitution Day; and


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where to calculate the 100 Day Annualized Volatility of an Index Constituent Pair Daily Level:
 
Pi =  where i is a number other than 0, the relevant Index Constituent Pair Daily Level observed on the ith Week Day preceding the relevant Index Reconstitution Day and, where i is equal to 0, the relevant Index Constituent Pair Daily Level observed on the relevant Index Reconstitution Day; or
 
where to calculate the 100 Day Annualized Volatility of the X-Alpha Model Daily Level:
 
Pi =  where i is a number other than 0, the X-Alpha Model Daily Level on the ith Week Day preceding the relevant Index Reconstitution Day and, where i is equal to 0, the X-Alpha Model Daily Level on the relevant Index Reconstitution Day.
 
“Index Constituent Pair Daily Level” means, in relation to an Index Constituent Pair and a trading day, the product of the Index Constituent Pair Daily Cumulative Return and the Index Constituent Pair Reference Level for such Index Constituent Pair, in each case for such trading day and all as determined by the Index Sponsor.
 
“Week Day” means a day other than a Saturday or Sunday.
 
“X-Alpha Model Daily Cumulative Return” means, with respect to a trading day, an amount expressed as a percentage, determined by the Index Sponsor as (A) minus (B), where:
 
(A) is the quotient of (i) the X-Alpha Model Daily Level (as defined above) in respect of such trading day as numerator and (ii) the X-Alpha Model Reference Level in respect of such trading day as denominator; and
 
(B) equals 1.
 
“X-Alpha Model Reference Level” means, in respect of each trading day in the period from and including the first trading day following the First X-Alpha Reconstitution Day to and including the immediately succeeding X-Alpha Reconstitution Day, the X-Alpha Model Daily Level calculated for the First X-Alpha Reconstitution Day, all as determined by the Index Sponsor.
 
“X-Alpha Leveraged Reference Level” means in respect of each trading day in the period from and including the first trading day following the First X-Alpha Reconstitution Day to and including the immediately succeeding X-Alpha Reconstitution Day, the Index closing level calculated for the First X-Alpha Reconstitution Day, as determined by the Index Sponsor.
 
The Index closing level will be rounded to the nearest two decimal places in U.S. dollars, 0.005 being rounded downwards. The Index closing level will be published on each trading day; provided, that if no X-Alpha Model Daily Level is determined for a trading day, then no Index closing level will be determined for such trading day.
 
Calculation and Reconstitution of the Index
 
The calculation of the Index involves a series of daily calculations and quarterly reconstitution events based on five steps, which are described below. Step 1 is performed on a daily basis, while Steps 2-5 are performed only during a quarterly reconstitution. A reconstitution occurs in two separate phases. The first phase occurs on an Index Constituent Pair Reconstitution Day, which is the third trading day following an Index Reconstitution Day, and involves reconstitution events described in Steps 2 and 3. The second phase occurs on an X-Alpha Reconstitution Day, which is the sixth trading day following an Index Reconstitution Day, and involves reconstitution events described in Steps 4 and 5.
 
The calculation of Index and the reconstitution process are fully quantitative and rules-based and contain no subjectivity or discretion on the part of the Index Sponsor.
 
Step 1  Convert any non-U.S. dollar denominated Index Constituents into U.S. Dollars (performed on each trading day)
 
Each Index Constituent denominated in a currency other than the U.S. dollars is converted into U.S. dollars using the Exchange Rate.


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Step 2  Rebalance each Index Constituent Pair so that the DB Regional Style Index position and the relevant Benchmark Index position are equal (performed on each Index Constituent Pair Reconstitution Day)
 
Each Index Constituent Pair is rebalanced such that the notional financial positions which comprise such Index Constituent Pair and represent the performance of a DB Regional Style Index and the relevant Benchmark Index are equal.
 
Step 3  Determine the Index Constituent Pair Exposure for each Index Constituent Pair (performed on each Index Constituent Pair Reconstitution Day)
 
The Index Constituent Pair Exposure is calculated for each Index Constituent Pair based on such Index Constituent Pair’s 100 Day Annualized Volatility calculated as of the immediately preceding Index Reconstitution Day compared to the Target Volatility Cap, subject to a minimum of 50% and a maximum of 150%.
 
Step 4  Determine the weighting of each Index Constituent Pair in the X-Alpha Model (performed on each X-Alpha Reconstitution Day)
 
The weighting of each Index Constituent Pair in the X-Alpha Model is comprised of two components and is calculated by multiplying the Index Constituent Pair Percentage Weight for such Index Constituent Pair (the first component) by the Index Constituent Pair Exposure determined for such Index Constituent Pair on the immediately preceding Index Constituent Pair Reconstitution Day (the second component) as described in Step 3 above. Multiplying these two components results in an adjustment of the regional weighting of each Index Constituent Pair based on the volatility of such Index Constituent Pair compared to the Target Volatility Cap. Such adjustment serves to increase the exposure of the X-Alpha Model to such Index Constituent Pair when the 100 Day Annualized Volatility of such Index Constituent Pair has been lower than the Target Volatility Cap and decreasing the exposure of the X-Alpha Model to such Index Constituent Pair when the 100 Day Annualized Volatility of such Index Constituent Pair has been higher than the Target Volatility Cap.
 
Step 5  Determine the X-Alpha Exposure and adjust, if necessary, the weighting of each Index Constituent Pair in the X-Alpha Model previously determined in Step 4 (performed on each X-Alpha Reconstitution Day)
 
The X-Alpha Exposure is calculated for the X-Alpha Model based on the X-Alpha Model’s 100 Day Annualized Volatility compared to the Target Volatility Cap, subject to a minimum of 50% and a maximum of 150%. This step is necessary because, even though the volatility of each Index Constituent Pair is targeted to the Target Volatility Cap through the adjustment described in Step 4, the 100 Day Annualized Volatility of the X-Alpha Model as a whole may still be below that of the Target Volatility Cap. If this occurs, the weighting for each Index Constituent Pair in the X-Alpha Model will be recalculated by multiplying the weighting for such Index Constituent Pair determined in Step 4 above by the X-Alpha Exposure calculated for the X-Alpha Model in this Step 5.
 
Knock-Out of an Index Constituent Pair
 
In the event that the Index Constituent Pair Daily Cumulative Return for any Index Constituent Pair is below -40% (negative forty percent), the level of the Index Constituent Pair is no longer used in the calculation of the X-Alpha Model until the next reconstitution. Rather, until the next reconstitution, the exposure of the X-Alpha Model to that Index Constituent Pair is replaced with exposure to a notional amount equal to the product of the Index Constituent Pair Weight for such Index Constituent Pair and the relevant Index Constituent Pair Leveraged Daily Level for such day, and interest thereon at the Federal Funds Rate minus 0.0625%. The “Federal Funds Rate” is the interest rate at which depository institutions lend balances at the Federal Reserve to other depository institutions overnight. This simulates the effect of “selling out” the notional position represented by the exposure of the X-Alpha Model to the poor-performing Index Constituent Pair and investing the proceeds in a Federal Funds Rate-based instrument until the next reconstitution. Upon the next reconstitution, the Index Constituent Pair would again be included in the X-Alpha Model as described above.


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Index Costs
 
On each trading day, the calculation of the Index closing level will include a deduction of the Borrow Fee to defray transaction costs incurred in relation to the Index on such day.
 
“Borrow Fee” means, in relation to any trading day, an amount equal to the Borrow Fee Rate multiplied by the Day Count Fraction.
 
“Borrow Fee Rate” means 0.60%, provided that the Index Sponsor may increase or decrease this percentage from time to time when, in the determination of the Index Sponsor, the arithmetic average of the rate charged by three market counterparties as selected by the Index Sponsor from time to time in its sole and absolute discretion in relation to lending futures or constituent stocks of all the Index Constituents changes from time to time as determined conclusively by the Index Sponsor in its sole and absolute discretion from time to time.
 
“Day Count Fraction” means, with respect to a trading day, (i) the number of calendar days in the period from and excluding the Index Reconstitution Day immediately preceding such trading day up to and including such trading day divided by (ii) 365.
 
Index Adjustments
 
Index Change Upon Change in Law, Error or Illegality
 
If any change in law or regulations would (i) make the calculation of the Index illegal or (ii) materially change the economic terms of the Index in the reasonable view of the Index Sponsor, then the Index Sponsor may modify the methodology of the Index in order to reconstitute the Index or calculate the Index closing level to the extent required to permit calculation of the Index or make such modification or prevent such material change in the economic terms of the Index, as the case may be. The Index Sponsor may also make modifications to the terms of the Index and the method of calculating the Index closing level in any manner that it may deem necessary or desirable to correct any manifest or proven error. In such a case, the Index Sponsor shall make any modification to the Index methodology such that the fundamental economic terms of the Index are equivalent to those immediately prior to the change in law or regulations requiring such modification.
 
Adjustments to the Index Constituent Pairs
 
If at any time in the determination of the Index Sponsor, (i) the DB Regional Style Index Sponsor (as defined below under “Additional Information Relating to the DB Regional Style Indices — DB Euro Value Total Return Index and DB Euro Growth Total Return Index”) or a Benchmark Index Sponsor makes a material change in the formula for or the method of calculating any DB Regional Style Index or the relevant Benchmark Index, as the case may be, or in any other way materially modifies such DB Regional Style Index or such Benchmark Index (other than a modification described in the formula or method of maintaining such DB Regional Style Index or Benchmark Index in the event of changes to constituent share and capitalization and other routine events), (ii) the DB Regional Style Index Sponsor or a Benchmark Index Sponsor makes a manifest error (in the determination of the Index Sponsor) in the calculation and/or publication of any DB Regional Style Index or the relevant Benchmark Index, as the case may be, or (iii) the DB Regional Style Index Sponsor or a Benchmark Index Sponsor fails to calculate and/or publish any DB Regional Style Index or the relevant Benchmark Index, then the Index Sponsor shall select a replacement index to replace the affected Index Constituent. Should the Index Sponsor decide that there is no suitable replacement index, then the Index Sponsor may make such determinations and/or adjustments as it considers appropriate until such time (if any) as the Index Sponsor determines that there is a suitable replacement index. Any such replacement index shall be an Index Constituent and shall be included in the relevant Index Constituent Pair from the date the Index Sponsor determines to be the effective date of such replacement. The Index Sponsor has no obligation to inform any person about any such replacement.
 
INDEX CALCULATION — CHANGE IN METHODOLOGY
 
The application of the methodology described in this Annex A by the Index Sponsor shall be conclusive and binding. While the Index Sponsor currently employs the above described methodology to constitute the Index and calculate the Index closing level, no assurance can be given that market, regulatory, juridical, financial or fiscal


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circumstances will not arise that would, in the view of the Index Sponsor, necessitate a modification or change of such methodology, and in such circumstances the Index Sponsor shall be entitled to make such modification or change as it shall in its sole and absolute discretion consider appropriate. The Index Sponsor will promptly publish notice of making any material modification or change to the Index methodology described in this Annex A as described below under “— Further Information Relating to the Index.” The Index Sponsor may also make modifications to the terms of the Index and/or the method of calculating the Index closing level in any manner that it may deem necessary or desirable to correct any manifest error or proven error or to cure, correct or supplement any defective provision contained herein. The Index Sponsor has no obligation to inform any person about such modification or change. The Index Sponsor will make reasonable efforts to ensure that such modifications or changes will result in a methodology that is consistent with the methodology described above.
 
Index Composition and Calculation — Change in Rebalancing and/or Reconstitution Period
 
The Index Sponsor may, by way of announcement published as described below under “— Further Information Relating to the Index,” amend any Index Reconstitution Day, Index Constituent Pair Reconstitution Day and/or X-Alpha Reconstitution Day (each, a “Date,” and, together, the “Dates”) on no less than 14 calendar days’ notice prior to such amendment taking place. Such amendment may, in the sole and absolute discretion of the Index Sponsor, be applicable in relation to any one or more Dates, and for a certain period or indefinitely.
 
The Index Sponsor may also, where it determines in its sole and absolute discretion that due to any market, regulatory, juridical, financial or fiscal circumstances, including any such circumstances arising as a result of hedging activity in relation to investments linked to the Index, a lack of market liquidity or any combination of factors, determine that any Dates should be expanded to include additional trading days, or moved to a trading day immediately before or succeeding any such Date, and may amend such other provisions relating to the composition and/or the calculation of the Index and/or the Index closing level that it considers necessary to effect any such change.
 
The Index Sponsor gives no assurance regarding any modification or change in any methodology used in calculating the Index and is under no obligation to continue the calculation, publication and dissemination of the Index.
 
Market Disruption Events
 
With respect to the Index, a “market disruption event” means:
 
1. (a) where the relevant Index Constituent is other than the Euro Stoxx Index, the failure of a relevant Exchange or any Related Exchange to open for trading during its regular trading session on any trading day;
 
   (b) where the relevant Index Constituent is the Euro Stoxx Index:
 
(i) the failure of the index sponsor of the Euro Stoxx Index to publish the level of that Index Constituent, or
 
(ii) the failure of any Related Exchange to open for trading during its regular trading session,
 
in each case, on any trading day;
 
2. where the relevant Index Constituent is other than the Euro Stoxx Index:
 
(a) the occurrence or existence at the Relevant Time for such Index Constituent or at any time during the one hour period that ends at the Relevant Time for such Index Constituent:
 
(i) of any suspension of or limitation imposed on trading by the relevant Exchange or any Related Exchange or otherwise and whether by reason of movements in price exceeding limits permitted by the relevant Exchange or any Related Exchange or otherwise:
 
(A) on any relevant Exchange(s) relating to securities that comprise 20 percent or more of the level of the relevant Index Constituent; or


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(B) in futures or options contracts relating to the relevant Index Constituent on any relevant Related Exchange; or
 
(ii) of any event (other than an event described in (b) below) that disrupts or impairs (as determined by the Index Sponsor) the ability of market participants in general (A) to effect transactions in, or obtain market values for, on any relevant Exchange(s), securities that comprise 20 percent or more of the level of the relevant Index Constituent, or (B) to effect transactions in, or obtain market values for, futures or options contracts on or relating to the relevant Index Constituent on any relevant Related Exchange or futures or options contracts on or relating to any securities comprising the Index Constituent on the relevant exchange for the relevant futures or options contract; or
 
(b) the closure on any Exchange Business Day of any relevant Exchange(s) relating to securities that comprise 20 percent or more of the level of the relevant Index Constituent or any Related Exchange(s) prior to its Scheduled Closing Time unless such earlier closing time is announced by such Exchange(s) or such Related Exchange(s), as the case may be, at least one hour prior to (A) the actual closing time for the regular trading session on such Exchange(s) or such Related Exchange(s) on such Exchange Business Day or, if earlier, (B) the submission deadline (if applicable) for orders to be entered into the relevant Exchange or Related Exchange system for execution at the Relevant Time for the relevant Index Constituent on such Exchange Business Day;
 
3. where the relevant Index Constituent is the Euro Stoxx Index and in relation to the Euro Stoxx Index and a Component Security included in the Euro Stoxx Index, either:
 
(a) the occurrence or existence, in respect of any Component Security, of:
 
(i) a Trading Disruption in respect of such Component Security, at the Relevant Time for such Index Constituent or at any time during the one hour period that ends at the Relevant Time, as the case may be, in respect of the Exchange in respect of such Component Security;
 
(ii) an Exchange Disruption in respect of such Component Security, at the Relevant Time for such Index Constituent or at any time during the one hour period that ends at the Relevant Time, as the case may be, in respect of the Exchange in respect of such Component Security; or
 
(iii) an Early Closure in respect of such Component Security; and
 
the aggregate of all Component Securities in respect of which a Trading Disruption, an Exchange Disruption or an Early Closure occurs or exists, comprises 20 percent or more of the level of that Index Constituent; or
 
(b) the occurrence or existence, in respect of futures or options contracts relating to that Index Constituent, of: (i) a Trading Disruption at the Relevant Time for such Index Constituent or at any time during the one hour period that ends at the Relevant Time, as the case may be, in respect of any Related Exchange, (ii) an Exchange Disruption at the Relevant Time for such Index Constituent or at any time during the one hour period that ends at the Relevant Time, as the case may be, in respect of any Related Exchange or (iii) an Early Closure, in each case in respect of such futures or options contracts; or
 
4. a general moratorium is declared in respect of banking activities in any relevant country, if, in the determination of the Index Sponsor, any of the foregoing is material and, in determining what is “material” the Index Sponsor may have regard to such circumstances as it deems appropriate, including any hedging arrangements of the Index Sponsor and/or any of its affiliates in relation to any transactions entered into by any of them relating to the Index or any Index Constituent.
 
As used above in relation to the Euro Stoxx Index:
 
“Early Closure” means the closure on any Exchange Business Day of the Exchange in respect of any Component Security or any Related Exchange prior to its Scheduled Closing Time unless such earlier closing time is announced by such Exchange or Related Exchange, as the case may be, at least one hour prior to the earlier of: (i) the actual closing time for the regular trading session on such Exchange or Related Exchange, as the case may be, on such Exchange Business Day; and (ii) the submission deadline (if applicable) for orders to be entered into the


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relevant Exchange or Related Exchange system for execution at the Relevant Time for such Index Constituent on such Exchange Business Day.
 
“Exchange Disruption” means any event (other than an Early Closure) that disrupts or impairs (as determined by the Index Sponsor) the ability of market participants in general to effect transactions in, or obtain market values for: (i) any Component Security on the Exchange in respect of such Component Security; or (ii) futures or options contracts relating to that Index Constituent on any Related Exchange; or (iii) futures or options contracts on or relating to any Component Securities on the relevant exchange for the relevant futures or options contract.
 
“Trading Disruption” means any suspension of or limitation imposed on trading by the relevant Exchange or Related Exchange, as the case may be, or otherwise and whether by reason of movements in price exceeding limits permitted by the relevant Exchange or Related Exchange or otherwise: (i) relating to any Component Security on the Exchange in respect of such Component Security; or (ii) in futures or options contracts relating to that Index Constituent on any Related Exchange.
 
In relation to paragraphs 1, 2 and 3 above, for the purpose of determining whether a market disruption event exists in relation to an Index Constituent or in respect of a Component Security at any time, if an event giving rise to a market disruption event occurs in respect of a security included in the Index Constituent or such Component Security at that time, then the relevant percentage contribution of that security or Component Security, as the case may be, to the level of that Index Constituent shall be based on a comparison of (i) the portion of the level of that Index Constituent attributable to that security or Component Security, as the case may be, and (ii) the overall level of that Index Constituent, in each case, either (a) except where the relevant Index Constituent is the Euro Stoxx Index, immediately before the occurrence of such market disruption event or (b) where the relevant Index Constituent is the Euro Stoxx Index, using the official opening weightings as published by the relevant index sponsor as part of the market “opening data.”
 
A “trading day” means a day on which each Exchange and each Related Exchange is scheduled to be open for its respective regular trading session, and any day on which the index sponsor for the Euro Stoxx Index is scheduled to publish the level of the Euro Stoxx Index.
 
“Exchange” means:
 
(a) in respect of each Index Constituent other than the Euro Stoxx Index, the principal stock exchange(s) on which the securities comprising the Index Constituent are principally traded, as determined by the Index Sponsor; and
 
(b) in respect of the Euro Stoxx Index, in relation to each component security of the Euro Stoxx Index (each, a “Component Security”), the principal stock exchange on which such Component Security is principally traded, as determined by the Index Sponsor.
 
“Exchange Business Day” means:
 
(a) where the relevant Index Constituent is not the Euro Stoxx Index, any trading day on which each Exchange and each Related Exchange are open for trading during their respective regular trading sessions, notwithstanding any such Exchange or Related Exchange closing prior to its Scheduled Closing Time; and
 
(b) where the relevant Index Constituent is the Euro Stoxx, any trading day on which the relevant index sponsor publishes the level of the Index Constituent and each Related Exchange is open for trading during its regular trading session, notwithstanding any such Related Exchange closing prior to its Scheduled Closing Time.
 
“Related Exchange” means in relation to each Index Constituent, each exchange or quotation system where trading has a material effect (as determined by the Index Sponsor) on the overall market for futures or options contracts relating to such Index Constituent (or any constituent of such Index Constituent).
 
“Relevant Time” means, with respect to any Index Constituent:
 
(i) where the relevant Index Constituent is not the Euro Stoxx Index, the Scheduled Closing Time on the relevant Exchange on the relevant trading day; and
 
(ii) where the relevant Index Constituent is the Euro Stoxx Index,


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(A) for the purposes of determining whether a market disruption event has occurred pursuant to paragraph 3 thereof,
 
(1) in respect of any Component Security, the Scheduled Closing Time (as defined below) on the relevant Exchange in respect of such Component Security; and
 
(2) in respect of any options contracts or futures contracts on or relating to such Index Constituent, the close of trading on the relevant Related Exchange; and
 
in all other circumstances, the time at which the official closing level of the relevant Index Constituent is calculated and published by the relevant index sponsor.
 
If, for the purposes of clauses (i) and (ii)(A)(1) above, the relevant Exchange closes prior to its Scheduled Closing Time and the Relevant Time is after the actual closing time for its regular trading session, then the Relevant Time shall be such actual closing time.
 
“Scheduled Closing Time” means, in respect of an Exchange or Related Exchange and a trading day, the scheduled weekday closing time of such Exchange or Related Exchange on such trading day without regard to after hours or any other trading outside of the regular trading session hours.
 
Change in Methodology
 
Effective July 17, 2007, the methodology for the calculation of the Index was changed by the Index Sponsor to provide that: (i) in calculating the Index Constituent Pair Leveraged Return on an Index Constituent Pair Reconstitution Day, the Index Constituent Pair Exposure for each Index Constituent Pair would be that in effect for the immediately preceding trading day rather than the newly calculated Index Constituent Pair Exposure and (ii) in calculating the X-Alpha Leveraged Daily Cumulative Return on an X-Alpha Reconstitution Day, the X-Alpha Exposure would be that in effect for the immediately preceding trading day rather than the newly calculated X-Alpha Exposure.
 
The following table presents a comparison of the Index closing levels and annualized return from October 22, 1996 (the Index inception date) to July 16, 2007 calculated under the original methodology for the calculation of the Index to the retrospectively calculated Index closing levels and annualized return that would have resulted if the revised methodology for the calculation of the Index had been applied beginning on October 22, 1996.
 
                 
          Revised Methodology
 		 
          (Retrospectively
 		 
    Prior Methodology     Calculated)  
 
October 22, 1996
(retrospectively calculated) 		    1,000.00       1,000.00  
October 3, 2006
(first date of live calculation) 		    2,018.76       1,933.94  
July 16, 2007
(last day of original methodology) 		    2,184.80       2,073.74  
Annualized Return from
October 22, 1996 to July 16, 2007 		    7.55 %     7.03 %
 
To effect the transition from the original methodology to the revised methodology, the Index closing level in effect on July 16, 2007 was used as the starting point for the calculation of the Index under the new methodology. While the revised methodology would have resulted in lower Index closing levels and return for the dates and periods presented in the table above, such revised methodology would not necessarily have such an effect in all market conditions.
 
FURTHER INFORMATION RELATING TO THE INDEX
 
The Index Sponsor will publish the Index closing level for each trading day on Bloomberg ticker DBGLXAE <Index> or any successor thereto and on Deutsche Bank’s website at https://index.db.com/servlet/home or any successor thereto. The Index Sponsor will also publish on these websites any adjustments made to the Index,


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including notice of any material modification or change to the Index methodology described in this Annex A. The reference to Deutsche Bank’s website is made for purposes of conveying the foregoing information only, and no other information found at this website is incorporated by reference into this pricing supplement.
 
ADDITIONAL INFORMATION RELATING TO THE DB REGIONAL STYLE INDICES
 
Unless otherwise specified below, please refer to “— Definitions Applicable to the DB Regional Style Indices” below for definitions of the terms used in the following descriptions of the DB Regional Style Indices.
 
DB Euro Value Total Return Index and DB Euro Growth Total Return Index
 
The DB Euro Value Total Return Index (the “DB Euro Value Index”) is intended to reflect the total return performance of the twenty shares with the highest Dividend Yield selected from the Dow Jones EURO STOXXsm Large Index. The DB Euro Growth Total Return Index (the “DB Euro Growth Index” and, together with the Euro Value Index, the “DB Euro Indices”) is intended to reflect the total return performance of the twenty shares with the highest Short-term Earnings Momentum selected from the Dow Jones EURO STOXXsm Large Index. Each DB Euro Index is reconstituted on a quarterly basis as described below in “— Index Recomposition” and “— Index Calculation During a Recomposition Period,” subject to the procedures and adjustments described below in “— Certain Adjustments Applicable to Each DB Regional Style Index — Potential Adjustment Events,” “— De-Listing, Merger Event, Nationalization and Insolvency” and “— Adjustments to the Selection Pool Index.” Each DB Euro Index is calculated and maintained by Deutsche Bank AG, London Branch (the “DB Regional Style Index Sponsor”) and is expressed in euro.
 
Index Recomposition
 
On each Selection Date, each DB Euro Index will be reconstituted and New Index Constituents (as defined below under “— Index Calculation During a Recomposition Period”) for each DB Euro Index will be selected from the Selection Pool Index as provided below; provided, that where the sponsor of the Selection Pool Index has announced on or prior to such Selection Date (the “Current Selection Date”) that one or more of the shares constituting the Selection Pool Index will cease to be included in such Selection Pool Index with effect from a date prior to the Selection Date immediately following the Current Selection Date, such share or shares will not be eligible for inclusion within either DB Euro Index for the purposes of such Current Selection Date.
 
The selection procedure for the Index Constituents for the DB Euro Value Index on each Selection Date is as follows.
 
The Dividend Yield for each Eligible Share is calculated, and twenty Eligible Shares with the highest Dividend Yield are selected as Index Constituents from the Selection Pool Index; provided, that no more than five shares the issuers of which are incorporated in the same country will be selected — i.e., in selecting the twenty Eligible Shares with the highest Dividend Yield, a maximum of five issuers of Index Constituents per country (based on the issuers whose shares have the highest Dividend Yield) will be selected. Where the Dividend Yield for any Eligible Share constituting the Selection Pool Index is the same as for any other Eligible Share or Shares constituting the Selection Pool Index, the Eligible Share with the highest Market Capitalization will be deemed to have the highest Dividend Yield for the purpose of selecting the New Index Constituents on the relevant Selection Date.
 
The selection procedure for the Index Constituents for the DB Euro Growth Index on each Selection Date is as follows.
 
The Short-term Earnings Momentum for each Eligible Share is calculated, and twenty Eligible Shares with the highest Short-term Earnings Momentum are selected as Index Constituents from the Selection Pool Index; provided, that no more than five shares the issuers of which are incorporated in the same country will be selected — i.e., in selecting the twenty Eligible Shares with the highest Short-term Earnings Momentum, a maximum of five issuers of Index Constituents per country will be selected. Where the Short-term Earnings Momentum for any Eligible Share is the same as for any other Eligible Share or Shares constituting the Selection Pool Index, the Eligible Share with the highest Market Capitalization will be deemed to have the highest Short-term Earnings Momentum for the purpose of selecting the New Index Constituents on the relevant Selection Date.


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In the event that fewer than twenty shares can be selected from the Selection Pool Index as provided above because of the restrictions described above and/or because there are fewer than twenty shares in the Selection Pool Index eligible for inclusion in a DB Euro Index for the purposes of the Current Selection Date, the remaining shares shall be selected from shares constituting the Dow Jones EURO STOXXsm Large and Mid Index (excluding any share the issuer of which is incorporated in Greece) but excluding any shares which constitute the Selection Pool Index. Such selection shall be on the same basis, and subject to the same restrictions, as shares selected from the Selection Pool Index and, in making such selection, the DB Regional Style Index Sponsor may deem any references herein to “Selection Pool Index” and/or any other relevant terms herein to include, or to be replaced by, as appropriate, references to the Dow Jones EURO STOXXsm Large and Mid Index, and the DB Regional Style Index Sponsor may make such other modifications as it considers necessary in connection therewith. The restriction described above limiting the number of shares that may be selected as Index Constituents from issuers incorporated in the same country to five applies also where some of the Index Constituents are selected from the Dow Jones EURO STOXXsm Large and Mid Index as provided above. Accordingly, shares may only be selected from the Dow Jones EURO STOXXsm Large and Mid Index subject to this restriction.
 
If, in relation to any Selection Date and following the selection process described above, there are still less than twenty shares in a DB Euro Index, the DB Regional Style Index Sponsor, in its reasonable discretion, will either be entitled (i) to deem that the number of shares that have been selected shall be deemed to be such DB Euro Index until the next Selection Date, (ii) to select the remaining shares from another index of its choice on the same basis and subject to the same restrictions as described above or (iii) to select an index instead of the shares that otherwise need to be selected in order to achieve the required number of Index Constituents, subject to such amendments and modifications as the DB Regional Style Index Sponsor deems necessary.
 
If a Market Disruption Occurrence occurs on any Selection Date and/or if a Trading Price in relation to any share constituting the Selection Pool Index cannot be determined by the DB Regional Style Index Sponsor on any Selection Date, the DB Regional Style Index Sponsor shall make such determinations and/or adjustments as it considers appropriate to determine such Trading Price for such Selection Date by reference to such sources as it deems appropriate.
 
The recomposition of each DB Euro Index described above will take effect immediately after the relevant Recomposition Period, subject to the provisions described below under “— Index Calculation During a Recomposition Period.”
 
Index Calculation
 
With respect to each DB Euro Index, the “Daily Index Closing Level” means, other than during a Recomposition Period, the closing level of such DB Euro Index and shall equal the sum of the products of (a) the Weight (as defined below) for each Index Constituent and (b) the Trading Price of each such Index Constituent on the relevant Trading Day. The Daily Index Closing Level is always rounded to the two nearest decimals. The Daily Index Closing Level during a Recomposition Period will be calculated as described below under “— Index Calculation During a Recomposition Period.”
 
“Weight” means, for each Index Constituent on a Trading Day, the number of shares or portion of a share, as applicable, of such Index Constituent contained in a DB Euro Index on such Trading Day.
 
The Daily Index Closing Level for each DB Euro Index will be published on each Trading Day, subject to the provisions described below in “— Certain Adjustments Applicable to Each DB Regional Style Index — Index Calculation in Case of a Market Disruption”; provided, that if the DB Regional Style Index Sponsor determines that, in relation to any Index Constituent, no Trading Price can be determined on a Trading Day, and no Market Disruption Event (as defined below in “— Certain Adjustments Applicable to Each DB Regional Style Index — Index Calculation in Case of a Market Disruption”) has occurred on that day then, subject to the provisions described below in “— Index Calculation During a Recomposition Period,” no Daily Index Closing Level for such Trading Day will be determined.


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Index Calculation During a Recomposition Period
 
The composition of each DB Euro Index will be changed over the third and fourth Trading Day following each Selection Date (each, a “Recomposition Day,” and each such two Trading Day period, a “Recomposition Period”). On the first Recomposition Day in a Recomposition Period at the time when all Trading Prices have been determined (such time in relation to any Recomposition Day, the “Official Closing Time”), the Weight of each Index Constituent then constituting each DB Euro Index (each, a “Previous Index Constituent”) shall be divided by two (the “Previous Weight Portion”).
 
If a Market Disruption Event occurs on any Trading Day during any Recomposition Period and/or if a Trading Price of a Previous Index Constituent and/or a New Index Constituent cannot be determined by the DB Regional Style Index Sponsor on any Trading Day as provided above during any Recomposition Period, the DB Regional Style Index Sponsor shall make such determinations and/or adjustments as it considers appropriate to determine the Daily Index Closing Level and/or such Trading Price on any such Trading Day or may determine that such Trading Day shall not be part of such Recomposition Period and may otherwise adjust the Recomposition Period and/or make such other adjustments as it deems appropriate, in each case by reference to such factors as it considers appropriate.
 
The Index Constituents that will replace the Previous Index Constituents and will constitute each DB Euro Index after such Recomposition Period are referred to as the “New Index Constituents” below for purposes of describing the reconstitution of each DB Euro Index during such Recomposition Period. The New Index Constituents will be selected on the relevant Selection Date as described above.
 
At the Official Closing Time on each Recomposition Day, the DB Regional Style Index Sponsor shall reconstitute each DB Euro Index in the following manner:
 
1. Calculate the sum of the products of (a) the Previous Weight Portion for each Previous Index Constituent and (b) the applicable Trading Price of that Previous Index Constituent for such Recomposition Day (the “Previous Allocation Amount”).
 
2. Allocate one-twentieth of the Previous Allocation Amount to each New Index Constituent (the “Invested Amount”). The Weight for each New Index Constituent shall equal (a) the Invested Amount divided by the Trading Price of such New Index Constituent on such Recomposition Day plus (b) the value of the Weights for such New Index Constituent, if any, determined on the previous Recomposition Day during such Recomposition Period. The Weight of a New Index Constituent will thus increase on each Recomposition Day in such Recomposition Period.
 
3. Deduct from the Weight of each Previous Index Constituent the value of the Previous Weight Portion applicable to such Previous Index Constituent at the Official Closing Time on such Recomposition Day.
 
As an example, if the Weight of a Previous Index Constituent at the Official Closing Time on the first Recomposition Day equals two, then the Previous Weight Portion for such Previous Index Constituent will equal one on each Recomposition Day during such Recomposition Period. The Weight for such Previous Index Constituent will be reduced by one at the Official Closing Time on each Recomposition Day so that at the Official Closing Time on the second Recomposition Day in such Recomposition Period, such Weight will equal zero. This example assumes that the Previous Index Constituent does not go ex-dividend over the Recomposition Period; if it does go ex-dividend over the Recomposition Period, the Weight and the Previous Weight Portion for the Previous Index Constituent will be increased as described below to reflect such Dividend.
 
Weights and Previous Weight Portions are subject to adjustment as provided below under “— Certain Adjustments Applicable to Each DB Regional Style Index — Adjustment of the Weights for Dividends.”
 
If, as described herein or for any other reason, there are fewer than twenty Previous Index Constituents or New Index Constituents, then the DB Regional Style Index Sponsor may make such modifications as it, in its reasonable discretion, considers appropriate to the provisions hereof to take account thereof.
 
The Daily Index Closing Level for each DB Euro Index on any Trading Day during a Recomposition Period shall equal the sum of the following: (a) the sum of the products of (i) the then current Weight for each Previous Index Constituent and (ii) the Trading Price of each Previous Index Constituent on such day, and (b) the sum of the


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products of (i) the then current Weight for each New Index Constituent and (ii) the Trading Price of each New Index Constituent on such day. Each Weight or Previous Weight Portion will be rounded to the nearest six decimal places.
 
Composition of the DB Euro Value Total Return Index and the DB Euro Growth Total Return Index
 
Please refer to the pricing supplement for the list of the current Index Constituents of each DB Euro Index and their respective Weights.
 
Certain Information Relating to the Sponsor of the Dow Jones EURO STOXXsm Large Index
 
STOXX Limited (“STOXX”) and Dow Jones & Company, Inc. (“Dow Jones”) have no relationship to Deutsche Bank AG or the DB Regional Style Index Sponsor other than in relation to certain licensing arrangements.
 
Neither STOXX nor Dow Jones, as the case may be:
 
  •  Sponsor, endorse, sell or promote either DB Euro Index or any product related thereto.
 
  •  Recommend that any person invest in either DB Euro Index or any product related thereto or any other securities.
 
  •  Have any responsibility or liability for or make any decisions about the timing, amount or pricing of either DB Euro Index or any product related thereto.
 
  •  Have any responsibility or liability for the administration, management or marketing of either DB Euro Index or any product related thereto.
 
  •  Consider the needs of either DB Euro Index or any product related thereto in determining, composing or calculating the relevant STOXX Index or have any obligation to do so.
 
STOXX and Dow Jones will not have any liability in connection with either DB Euro Index or any product related thereto. Specifically,
 
  •  Neither STOXX nor Dow Jones, as the case may be, make any warranty, express or implied and disclaim any and all warranties about:
 
  •  The results to be obtained by investing in either DB Euro Index or any product related thereto or any other person in connection with the use of any relevant STOXX Index and any of the data included in any relevant STOXX Index;
 
  •  The accuracy or completeness of any relevant STOXX Index and its data; or
 
  •  The merchantability and the fitness for a particular purpose or use of any relevant STOXX Index and any of its data;
 
  •  Neither STOXX nor Dow Jones, as the case may be, will have any liability for any errors, omissions or interruptions in any relevant STOXX Index or any of its data.
 
Under no circumstances will STOXX or Dow Jones be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if STOXX or Dow Jones knows that they might occur.
 
DB U.S. Value Total Return Index and DB U.S. Growth Total Return Index
 
The DB U.S. Value Total Return Index (the “DB U.S. Value Index”) is intended to reflect the total return performance of thirty shares with the lowest Price-Earnings Ratio selected from the 251 shares with the highest Market Capitalization contained in the S&P® 500 Index (the “Selection Pool”). The DB U.S. Growth Total Return Index (the “DB U.S. Growth Index” and, together with the U.S. Value Index, the “DB U.S. Indices”) is intended to reflect the total return performance of the thirty shares with the highest Short-term Earnings Momentum selected from the Selection Pool. Each DB U.S. Index is reconstituted on a quarterly basis as described below in “— Index Recomposition” and “— Index Calculation During a Recomposition Period,” subject to the procedures and adjustments described below in “— Certain Adjustments Applicable to Each DB Regional Style Index — Potential Adjustment Events,” “— De-Listing, Merger Event, Nationalization and Insolvency” and “— Adjustments to the


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Selection Pool Index.” Each DB U.S. Index is calculated and maintained by the DB Regional Style Index Sponsor and is expressed in U.S. dollars.
 
Index Recomposition
 
On each Selection Date, each DB U.S. Index will be reconstituted, and New Index Constituents (as defined below under “— Index Calculation During a Recomposition Period”) for each DB U.S. Index will be selected from the Selection Pool as provided below; provided, that where the sponsor of the Selection Pool Index has announced on or prior to such Selection Date (the “Current Selection Date”) that one or more of the shares constituting the Selection Pool Index will cease to be included in such Selection Pool Index with effect from a date prior to the Selection Date immediately following the Current Selection Date, such share or shares will not be eligible for inclusion within either DB U.S. Index for the purposes of such Current Selection Date.
 
The selection procedure for the Index Constituents for the DB U.S. Value Index on each Selection Date is as follows.
 
Thirty Eligible Shares with the lowest Price-Earnings Ratio are selected as Index Constituents from the Selection Pool. Where the Price-Earnings Ratio for any Eligible Share constituting the Selection Pool is the same as for any other Eligible Share or Shares constituting the Selection Pool, the Eligible Share with the highest Market Capitalization will be deemed to have the lowest Price-Earnings Ratio for the purpose of selecting the New Index Constituents on the relevant Selection Date. In the event that there are less than thirty shares contained in the Selection Pool with a positive Price-Earnings-Ratio, the remaining Index Constituents will be selected by reference to the lowest negative Price-Earnings-Ratio. For example, if share A has a Price-Earnings-Ratio of — 2 and share B has a Price-Earnings-Ratio of — 1, Share A has the lowest negative Price-Earnings-Ratio of the two shares.
 
The selection procedure for the Index Constituents for the DB U.S. Growth Index on each Selection Date is as follows.
 
The Short-term Earnings Momentum for each Eligible Share is calculated, and thirty Eligible Shares with the highest Short-term Earnings Momentum are selected as Index Constituents from the Selection Pool. Where the Short-term Earnings Momentum for any Eligible Share constituting the Selection Pool is the same as for any other Eligible Share or Shares constituting the Selection Pool, the Eligible Share with the highest Market Capitalization will be deemed to have the highest Short-term Earnings Momentum for the purpose of selecting the New Index Constituents on the relevant Selection Date.
 
In the event that fewer than thirty shares can be selected from the Selection Pool as provided above because there are fewer than thirty shares in the Selection Pool eligible for inclusion within a DB U.S. Index for the purposes of the Current Selection Date, the remaining shares shall be selected from shares constituting the S&P 500® Index but excluding any shares which constitute the Selection Pool. Such selection shall be on the same basis, and subject to the same restrictions, as shares selected from the Selection Pool and, in making such selection, the DB Regional Style Index Sponsor may deem any references herein to “Selection Pool” and/or any other relevant terms herein to include, or to be replaced by, as appropriate, references to the S&P 500® Index, and the DB Regional Style Index Sponsor may make such other modifications as it considers necessary in connection therewith.
 
If, in relation to any Selection Date and following the selection process described above, there are still less than thirty shares in a DB U.S. Index, the DB Regional Style Index Sponsor, in its reasonable discretion, will either be entitled (i) to deem that the number of shares that have been selected shall be deemed to be such DB U.S. Index until the next Selection Date, (ii) to select the remaining shares from another index of its choice on the same basis and subject to the same restrictions as described above or (iii) to select an index instead of the shares that otherwise need to be selected in order to achieve the required number of Index Constituents, subject to such amendments and modifications as the DB Regional Style Index Sponsor deems necessary.
 
If a Market Disruption Occurrence occurs on any Selection Date and/or if a Trading Price in relation to any share constituting the Selection Pool Index cannot be determined by the DB Regional Style Index Sponsor on any Selection Date, the DB Regional Style Index Sponsor shall make such determinations and/or adjustments as it considers appropriate to determine such Trading Price for such Selection Date by reference to such sources as it deems appropriate.


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The recomposition of each DB U.S. Index described above will take effect immediately after the relevant Recomposition Period, subject to the provisions described below under “— Index Calculation During a Recomposition Period.”
 
Index Calculation
 
With respect to each DB U.S. Index, the “Daily Index Closing Level” means, other than during a Recomposition Period, the closing level of such DB U.S. Index and shall equal the sum of the products of (a) the Weight (as defined below) for each Index Constituent and (b) the Trading Price of each such Index Constituent on the relevant Trading Day. The Daily Index Closing Level is always rounded to the two nearest decimals. The Daily Index Closing Level during a Recomposition Period will be calculated as described below under “— Index Calculation During a Recomposition Period.”
 
“Weight” means, for each Index Constituent on a Trading Day, the number of shares or portion of a share, as applicable, of such Index Constituent contained in a DB U.S. Index on such Trading Day.
 
The Daily Index Closing Level for each DB U.S. Index will be published on each Trading Day, subject to the provisions described below in “— Certain Adjustments Applicable to Each DB Regional Style Index — Index Calculation in Case of a Market Disruption”; provided, that if the DB Regional Style Index Sponsor determines that, in relation to any Index Constituent, no Trading Price can be determined on a Trading Day, and no Market Disruption Event (as defined below in “— Certain Adjustments Applicable to Each DB Regional Style Index — Index Calculation in Case of a Market Disruption”) has occurred on that day then, subject to the provisions described below in “— Index Calculation During a Recomposition Period,” no Daily Index Closing Level for such Trading Day will be determined.
 
Index Calculation During a Recomposition Period
 
The composition of each DB U.S. Index will be changed over the third and fourth Trading Day following each Selection Date (each, a “Recomposition Day,” and each such two Trading Day period, a “Recomposition Period”). On the first Recomposition Day in a Recomposition Period at the time when all Trading Prices have been determined (such time in relation to any Recomposition Day, the “Official Closing Time”), the Weight of each Index Constituent then constituting each DB U.S. Index (each, a “Previous Index Constituent”) shall be divided by two (the “Previous Weight Portion”).
 
If a Market Disruption Event occurs on any Trading Day during any Recomposition Period and/or if a Trading Price of a Previous Index Constituent and/or a New Index Constituent cannot be determined by the DB Regional Style Index Sponsor on any Trading Day as provided above during any Recomposition Period, the DB Regional Style Index Sponsor shall make such determinations and/or adjustments as it considers appropriate to determine the Daily Index Closing Level and/or such Trading Price on any such Trading Day or may determine that such Trading Day shall not be part of such Recomposition Period and may otherwise adjust the Recomposition Period and/or make such other adjustments as it deems appropriate, in each case by reference to such factors as it considers appropriate.
 
The Index Constituents that will replace the Previous Index Constituents and will constitute each DB U.S. Index after such Recomposition Period are referred to as the “New Index Constituents” below for purposes of describing the reconstitution of each DB U.S. Index during such Recomposition Period. The New Index Constituents will be selected on the relevant Selection Date as described above.
 
At the Official Closing Time on each Recomposition Day, the DB Regional Style Index Sponsor shall reconstitute each DB U.S. Index in the following manner:
 
1. Calculate the sum of the products of (a) the Previous Weight Portion for each Previous Index Constituent and (b) the applicable Trading Price of that Previous Index Constituent for such Recomposition Day (the “Previous Allocation Amount”).
 
2. Allocate one-thirtieth of the Previous Allocation Amount to each New Index Constituent (the “Invested Amount”). The Weight for each New Index Constituent shall equal (a) the Invested Amount divided by the Trading


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Price of such New Index Constituent on such Recomposition Day plus (b) the value of the Weights for such New Index Constituent, if any, determined on the previous Recomposition Day during such Recomposition Period. The Weight of a New Index Constituent will thus increase on each Recomposition Day in such Recomposition Period.
 
3. Deduct from the Weight of each Previous Index Constituent the value of the Previous Weight Portion applicable to such Previous Index Constituent at the Official Closing Time on such Recomposition Day.
 
As an example, if the Weight of a Previous Index Constituent at the Official Closing Time on the first Recomposition Day equals two, then the Previous Weight Portion for such Previous Index Constituent will equal one on each Recomposition Day during such Recomposition Period. The Weight for such Previous Index Constituent will be reduced by one at the Official Closing Time on each Recomposition Day so that at the Official Closing Time on the second Recomposition Day in such Recomposition Period, such Weight will equal zero. This example assumes that the Previous Index Constituent does not go ex-dividend over the Recomposition Period; if it does go ex-dividend over the Recomposition Period, the Weight and the Previous Weight Portion for the Previous Index Constituent will be increased as described below to reflect such Dividend.
 
Weights and Previous Weight Portions are subject to adjustment as provided below under “— Certain Adjustments Applicable to Each DB Regional Style Index — Adjustment of the Weights for Dividends.”
 
If, as described herein or for any other reason, there are fewer than thirty Previous Index Constituents or New Index Constituents, then the DB Regional Style Index Sponsor may make such modifications as it, in its reasonable discretion, considers appropriate to the provisions hereof to take account thereof.
 
The Daily Index Closing Level for each DB U.S. Index on any Trading Day during a Recomposition Period shall equal the sum of the following: (a) the sum of the products of (i) the then current Weight for each Previous Index Constituent and (ii) the Trading Price of each Previous Index Constituent on such day, and (b) the sum of the products of (i) the then current Weight for each New Index Constituent and (ii) the Trading Price of each New Index Constituent on such day. Each Weight or Previous Weight Portion will be rounded to the nearest six decimal places.
 
Composition of the DB U.S. Value Total Return Index and the DB U.S. Growth Total Return Index
 
Please refer to the pricing supplement for the list of the current Index Constituents of each DB U.S. Index and their respective Weights.
 
Certain Information Relating to the Sponsor of the S&P® 500 Index
 
S&P 500® is a trademark of McGraw-Hill, Inc. and has been licensed for use by Deutsche Bank AG (the “Licensee”). The notes are not sponsored, endorsed, sold or promoted by Standard & Poor’s, a division of McGraw-Hill, Inc. (“S&P”). S&P makes no representation or warranty, express or implied, to the owners of the notes or any member of the public regarding the advisability of investing in securities generally or in the notes particularly or the ability of either DB U.S. Index to track general stock market performance. S&P’s only relationship to the Licensee is the licensing of certain trademarks and trade names of S&P and of the S&P 500® Index, which is determined, composed and calculated by S&P without regard to the Licensee or the notes. S&P has no obligation to take the needs of the Licensee or the owners of the notes into consideration in determining, composing or calculating the S&P 500® Index. S&P is not responsible for and has not participated in the determination of the timing, prices, or quantities of the notes to be issued or in the determination or calculation of the equation by which the notes are to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the notes.
 
DB Japan Value Total Return Index and DB Japan Growth Total Return Index
 
The DB Japan Value Total Return Index (the “DB Japan Value Index”) is intended to reflect the total return performance of the twenty shares with the lowest Price-Earnings Ratio selected from the TOPIX 100® Index. The DB Japan Growth Total Return Index (the “DB Japan Growth Index” and, together with the Japan Value Index, the “DB Japan Indices”) is intended to reflect the total return performance of the twenty shares with the highest Short-term Earnings Momentum selected from the TOPIX 100® Index. Each DB Japan Index is reconstituted on a quarterly basis as described below in “— Index Recomposition” and “— Index Calculation During a


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Recomposition Period,” subject to the procedures and adjustments described below in “— Certain Adjustments Applicable to Each DB Regional Style Index — Potential Adjustment Events,” “— De-Listing, Merger Event, Nationalization and Insolvency” and “— Adjustments to the Selection Pool Index.” Each DB Japan Index is calculated and maintained by the DB Regional Style Index Sponsor and is expressed in Japanese yen.
 
Index Recomposition
 
On each Selection Date, each DB Japan Index will be reconstituted and New Index Constituents (as defined below under “— Index Calculation During a Recomposition Period”) for each DB Japan Index will be selected from the Selection Pool Index as provided below; provided, that where the sponsor of the Selection Pool Index has announced on or prior to such Selection Date (the “Current Selection Date”) that one or more of the shares constituting the Selection Pool Index will cease to be included in such Selection Pool Index with effect from a date prior to the Selection Date immediately following the Current Selection Date, such share or shares will not be eligible for inclusion within either DB Japan Index for the purposes of such Current Selection Date.
 
The selection procedure for the Index Constituents for the DB Japan Value Index on each Selection Date is as follows.
 
Twenty Eligible Shares with the lowest Price-Earnings Ratio are selected as Index Constituents from the Selection Pool Index. Where the Price-Earnings Ratio for any Eligible Share constituting the Selection Pool Index is the same as for any other Eligible Share or Shares constituting the Selection Pool Index, the Eligible Share with the highest Market Capitalization will be deemed to have the lowest Price-Earnings Ratio for the purpose of selecting the New Index Constituents on the relevant Selection Date. In the event that there are less than twenty shares contained in the Selection Pool Index with a positive Price-Earnings-Ratio, the remaining Index Constituents will be selected by reference to the lowest negative Price-Earnings-Ratio. For example, if share A has a Price-Earnings-Ratio of −2 and share B has a Price-Earnings-Ratio of −1, Share A has the lowest negative Price-Earnings-Ratio of the two shares.
 
The selection procedure for the Index Constituents for the DB Japan Growth Index on each Selection Date is as follows.
 
The Short-term Earnings Momentum for each Eligible Share is calculated, and twenty Eligible Shares with the highest Short-term Earnings Momentum are selected as Index Constituents from the Selection Pool Index. Where the Short-term Earnings Momentum for any Eligible Share constituting the Selection Pool Index is the same as for any other Eligible Share or Shares constituting the Selection Pool Index, the Eligible Share with the highest Market Capitalization will be deemed to have the highest Short-term Earnings Momentum for the purpose of selecting the New Index Constituents on the relevant Selection Date.
 
If, in relation to any Selection Date and following the selection process described above, there are still less than twenty shares in a DB Japan Index, the DB Regional Style Index Sponsor, in its reasonable discretion, will either be entitled (i) to deem that the number of shares that have been selected shall be deemed to be such DB Japan Index until the next Selection Date, (ii) to select the remaining shares from another index of its choice on the same basis and subject to the same restrictions as described above or (iii) to select an index instead of the shares that otherwise need to be selected in order to achieve the required number of Index Constituents, subject to such amendments and modifications as the DB Regional Style Index Sponsor deems necessary.
 
If a Market Disruption Occurrence occurs on any Selection Date and/or if a Trading Price in relation to any share constituting the Selection Pool Index cannot be determined by the DB Regional Style Index Sponsor on any Selection Date, the DB Regional Style Index Sponsor shall make such determinations and/or adjustments as it considers appropriate to determine such Trading Price for such Selection Date by reference to such sources as it deems appropriate.
 
The recomposition of each DB Japan Index described above will take effect immediately after the relevant Recomposition Period, subject to the provisions described below under “— Index Calculation During a Recomposition Period.”


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Index Calculation
 
With respect to each DB Japan Index, the “Daily Index Closing Level” means, other than during a Recomposition Period, the closing level of such DB Japan Index and shall equal the sum of the products of (a) the Weight (as defined below) for each Index Constituent and (b) the Trading Price of each such Index Constituent on the relevant Trading Day. The Daily Index Closing Level is always rounded to the two nearest decimals. The Daily Index Closing Level during a Recomposition Period will be calculated as described below under “— Index Calculation During a Recomposition Period.”
 
“Weight” means, for each Index Constituent on a Trading Day, the number of shares or portion of a share, as applicable, of such Index Constituent contained in a DB Japan Index on such Trading Day.
 
The Daily Index Closing Level for each DB Japan Index will be published on each Trading Day, subject to the provisions described below in “— Certain Adjustments Applicable to Each DB Regional Style Index — Index Calculation in Case of a Market Disruption”; provided, that if the DB Regional Style Index Sponsor determines that, in relation to any Index Constituent, no Trading Price can be determined on a Trading Day, and no Market Disruption Event (as defined below in “— Certain Adjustments Applicable to Each DB Regional Style Index — Index Calculation in Case of a Market Disruption”) has occurred on that day then, subject to the provisions described below in “Index Calculation During a Recomposition Period,” no Daily Index Closing Level for such Trading Day will be determined.
 
Index Calculation During a Recomposition Period
 
The composition of each DB Japan Index will be changed over the third and fourth Trading Day following each Selection Date (each, a “Recomposition Day,” and each such two Trading Day period, a “Recomposition Period”). On the first Recomposition Day in a Recomposition Period at the time when all Trading Prices have been determined (such time in relation to any Recomposition Day, the “Official Closing Time”), the Weight of each Index Constituent then constituting each DB Japan Index (each, a “Previous Index Constituent”) shall be divided by two (the “Previous Weight Portion”).
 
If a Market Disruption Event occurs on any Trading Day during any Recomposition Period and/or if a Trading Price of a Previous Index Constituent and/or a New Index Constituent cannot be determined by the DB Regional Style Index Sponsor on any Trading Day as provided above during any Recomposition Period, the DB Regional Style Index Sponsor shall make such determinations and/or adjustments as it considers appropriate to determine the Daily Index Closing Level and/or such Trading Price on any such Trading Day or may determine that such Trading Day shall not be part of such Recomposition Period and may otherwise adjust the Recomposition Period and/or make such other adjustments as it deems appropriate, in each case by reference to such factors as it considers appropriate.
 
The Index Constituents that will replace the Previous Index Constituents and will constitute each DB Japan Index after such Recomposition Period are referred to as the “New Index Constituents” below for purposes of describing the reconstitution of each DB Japan Index during such Recomposition Period. The New Index Constituents will be selected on the relevant Selection Date as described above.
 
At the Official Closing Time on each Recomposition Day, the DB Regional Style Index Sponsor shall reconstitute each DB Japan Index in the following manner:
 
1. Calculate the sum of the products of (a) the Previous Weight Portion for each Previous Index Constituent and (b) the applicable Trading Price of that Previous Index Constituent for such Recomposition Day (the “Previous Allocation Amount”).
 
2. Allocate one-twentieth of the Previous Allocation Amount to each New Index Constituent (the “Invested Amount”). The Weight for each New Index Constituent shall equal (a) the Invested Amount divided by the Trading Price of such New Index Constituent on such Recomposition Day plus (b) the value of the Weights for such New Index Constituent, if any, determined on the previous Recomposition Day during such Recomposition Period. The Weight of a New Index Constituent will thus increase on each Recomposition Day in such Recomposition Period.


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3. Deduct from the Weight of each Previous Index Constituent the value of the Previous Weight Portion applicable to such Previous Index Constituent at the Official Closing Time on such Recomposition Day.
 
As an example, if the Weight of a Previous Index Constituent at the Official Closing Time on the first Recomposition Day equals two, then the Previous Weight Portion for such Previous Index Constituent will equal one on each Recomposition Day during such Recomposition Period. The Weight for such Previous Index Constituent will be reduced by one at the Official Closing Time on each Recomposition Day so that at the Official Closing Time on the second Recomposition Day in such Recomposition Period, such Weight will equal zero. This example assumes that the Previous Index Constituent does not go ex-dividend over the Recomposition Period; if it does go ex-dividend over the Recomposition Period, the Weight and the Previous Weight Portion for the Previous Index Constituent will be increased as described below to reflect such Dividend.
 
Weights and Previous Weight Portions are subject to adjustment as provided below under “— Certain Adjustments Applicable to Each DB Regional Style Index — Adjustment of the Weights for Dividends.”
 
If, as described herein or for any other reason, there are fewer than twenty Previous Index Constituents or New Index Constituents, then the DB Regional Style Index Sponsor may make such modifications as it, in its reasonable discretion, considers appropriate to the provisions hereof to take account thereof.
 
The Daily Index Closing Level for each DB Japan Index on any Trading Day during a Recomposition Period shall equal the sum of the following: (a) the sum of the products of (i) the then current Weight for each Previous Index Constituent and (ii) the Trading Price of each Previous Index Constituent on such day, and (b) the sum of the products of (i) the then current Weight for each New Index Constituent and (ii) the Trading Price of each New Index Constituent on such day. Each Weight or Previous Weight Portion will be rounded to the nearest six decimal places.
 
Composition of the DB Japan Value Total Return Index and the DB Japan Growth Total Return Index
 
Please refer to the pricing supplement for the list of the current Index Constituents of each DB Japan Index and their respective Weights.
 
Certain Information Relating to the Sponsor of the TOPIX 100® Index
 
The copyright of “TOPIX 100” and other intellectual property rights related to “TOPIX Core100” and “TOPIX 100 Index” belong solely to the Tokyo Stock Exchange. Certificates relating to a Tokyo Stock Exchange Index are in no way sponsored, endorsed or promoted by the Tokyo Stock Exchange and the Tokyo Stock Exchange makes no warranty or representation whatsoever, express or implied, either as to the results to be obtained as to the use of any Tokyo Stock Exchange Index or the figure at which any Tokyo Stock Exchange Index stands on any particular day or otherwise. Each Tokyo Stock Exchange Index is compiled and calculated solely by the Tokyo Stock Exchange. However, the Tokyo Stock Exchange shall not be liable to any person for any error in any Tokyo Stock Exchange Index and the Tokyo Stock Exchange shall not be under any obligation to advise any person, including a purchaser or vendor of any warrants or securities issued by Deutsche Bank AG, London Branch, of any error therein.
 
The Tokyo Stock Exchange gives no assurance regarding any modification or change in any methodology used in calculating any Tokyo Stock Exchange Index and the Tokyo Stock Exchange is under no obligation to continue the calculation, publication and dissemination of any Tokyo Stock Exchange Index.
 
DB UK Value Total Return Index and DB UK Growth Total Return Index
 
The DB UK Value Total Return Index (the “DB UK Value Index”) is intended to reflect the total return performance of the twenty shares with the lowest Price-Earnings Ratio selected from the FTSE 100® Index. The DB UK Growth Total Return Index (the “DB UK Growth Index” and, together with the UK Value Index, the “DB UK Indices”) is intended to reflect the total return performance of the twenty shares with the highest Short-term Earnings Momentum selected from the FTSE 100® Index. Each DB UK Index is reconstituted on a quarterly basis as described below in “— Index Recomposition” and “— Index Calculation During a Recomposition Period,” subject to the procedures and adjustments described below in “— Certain Adjustments Applicable to Each DB Regional Style Index — Potential Adjustment Events,” “— De-Listing, Merger Event, Nationalization and


P-55

 

Insolvency” and “— Adjustments to the Selection Pool Index.” Each DB UK Index is calculated and maintained by Deutsche Bank AG, London Branch (the “DB Regional Style Index Sponsor”) and is expressed in pound sterling.
 
Index Recomposition
 
On each Selection Date, each DB UK Index will be reconstituted, and New Index Constituents (as defined below under “— Index Calculation During a Recomposition Period”) for each DB UK Index will be selected from the Selection Pool Index as provided below; provided, that where the sponsor of the Selection Pool Index has announced on or prior to such Selection Date (the “Current Selection Date”) that one or more of the shares constituting the Selection Pool Index will cease to be included in such Selection Pool Index with effect from a date prior to the Selection Date immediately following the Current Selection Date, such share or shares will not be eligible for inclusion within either DB UK Index for the purposes of such Current Selection Date.
 
The selection procedure for the Index Constituents for the DB UK Value Index on each Selection Date is as follows.
 
Twenty Eligible Shares with the lowest Price-Earnings Ratio are selected as Index Constituents from the Selection Pool Index. Where the Price-Earnings Ratio for any Eligible Share constituting the Selection Pool Index is the same as for any other Eligible Share or Shares constituting the Selection Pool Index, the Eligible Share with the highest Market Capitalization will be deemed to have the lowest Price-Earnings Ratio for the purpose of selecting the New Index Constituents on the relevant Selection Date. In the event that there are less than twenty shares contained in the Selection Pool Index with a positive Price-Earnings-Ratio, the remaining Index Constituents will be selected by reference to the lowest negative Price-Earnings-Ratio. For example, if share A has a Price-Earnings-Ratio of — 2 and share B has a Price-Earnings-Ratio of — 1, Share A has the lowest negative Price-Earnings-Ratio of the two shares.
 
The selection procedure for the Index Constituents for the DB UK Growth Index on each Selection Date is as follows.
 
The Short-term Earnings Momentum for each Eligible Share is calculated and twenty Eligible Shares with the highest Short-term Earnings Momentum are selected as Index Constituents from the Selection Pool Index. Where the Short-term Earnings Momentum for any Eligible Share constituting the Selection Pool Index is the same as for any other Eligible Share or Shares constituting the Selection Pool Index, the Eligible Share with the highest Market Capitalization will be deemed to have the highest Short-term Earnings Momentum for the purpose of selecting the New Index Constituents on the relevant Selection Date.
 
If, in relation to any Selection Date and following the selection process described above, there are still less than twenty shares in a DB UK Index, the DB Regional Style Index Sponsor, in its reasonable discretion, will either be entitled (i) to deem that the number of shares that have been selected shall be deemed to be such DB UK Index until the next Selection Date, (ii) to select the remaining shares from another index of its choice on the same basis and subject to the same restrictions as described above or (iii) to select an index instead of the shares that otherwise need to be selected in order to achieve the required number of Index Constituents, subject to such amendments and modifications as the DB Regional Style Index Sponsor deems necessary.
 
If a Market Disruption Occurrence occurs on any Selection Date and/or if a Trading Price in relation to any share constituting the Selection Pool Index cannot be determined by the DB Regional Style Index Sponsor on any Selection Date, the DB Regional Style Index Sponsor shall make such determinations and/or adjustments as it considers appropriate to determine such Trading Price for such Selection Date by reference to such sources as it deems appropriate.
 
The recomposition of each DB UK Index described above will take effect immediately after the relevant Recomposition Period, subject to the provisions described below under “— Index Calculation During a Recomposition Period.”


P-56

 

Index Calculation
 
With respect to each DB UK Index, the “Daily Index Closing Level” means, other than during a Recomposition Period, the closing level of such DB UK Index and shall equal the sum of the products of (a) the Weight (as defined below) for each Index Constituent and (b) the Trading Price of each such Index Constituent on the relevant Trading Day. The Daily Index Closing Level is always rounded to the two nearest decimals. The Daily Index Closing Level during a Recomposition Period will be calculated as described below under “— Index Calculation During a Recomposition Period.”
 
“Weight” means, for each Index Constituent on a Trading Day, the number of shares or portion of a share, as applicable, of such Index Constituent contained in a DB UK Index on such Trading Day.
 
The Daily Index Closing Level for each DB UK Index will be published on each Trading Day, subject to the provisions described below in “— Certain Adjustments Applicable to Each DB Regional Style Index — Index Calculation in Case of a Market Disruption”; provided, that if the DB Regional Style Index Sponsor determines that, in relation to any Index Constituent, no Trading Price can be determined on a Trading Day, and no Market Disruption Event (as defined below in “— Certain Adjustments Applicable to Each DB Regional Style Index — Index Calculation in Case of a Market Disruption”) has occurred on that day then, subject to the provisions described below in “— Index Calculation During a Recomposition Period,” no Daily Index Closing Level for such Trading Day will be determined.
 
Index Calculation During a Recomposition Period
 
The composition of each DB UK Index will be changed over the third and fourth Trading Day following each Selection Date (each, a “Recomposition Day,” and each such two Trading Day period, a “Recomposition Period”). On the first Recomposition Day in a Recomposition Period at the time when all Trading Prices have been determined (such time in relation to any Recomposition Day, the “Official Closing Time”), the Weight of each Index Constituent then constituting each DB UK Index (each, a “Previous Index Constituent”) shall be divided by two (the “Previous Weight Portion”).
 
If a Market Disruption Event occurs on any Trading Day during any Recomposition Period and/or if a Trading Price of a Previous Index Constituent and/or a New Index Constituent cannot be determined by the DB Regional Style Index Sponsor on any Trading Day as provided above during any Recomposition Period, the DB Regional Style Index Sponsor shall make such determinations and/or adjustments as it considers appropriate to determine the Daily Index Closing Level and/or such Trading Price on any such Trading Day or may determine that such Trading Day shall not be part of such Recomposition Period and may otherwise adjust the Recomposition Period and/or make such other adjustments as it deems appropriate, in each case by reference to such factors as it considers appropriate.
 
The Index Constituents that will replace the Previous Index Constituents and will constitute each DB UK Index after such Recomposition Period are referred to as the “New Index Constituents” below for purposes of describing the reconstitution of each DB UK Index during such Recomposition Period. The New Index Constituents will be selected on the relevant Selection Date as described above.
 
At the Official Closing Time on each Recomposition Day, the DB Regional Style Index Sponsor shall reconstitute each DB UK Index in the following manner:
 
1. Calculate the sum of the products of (a) the Previous Weight Portion for each Previous Index Constituent and (b) the applicable Trading Price of that Previous Index Constituent for such Recomposition Day (the “Previous Allocation Amount”).
 
2. Allocate one-twentieth of the Previous Allocation Amount to each New Index Constituent (the “Invested Amount”). The Weight for each New Index Constituent shall equal (a) the Invested Amount divided by the Trading Price of such New Index Constituent on such Recomposition Day plus (b) the value of the Weights for such New Index Constituent, if any, determined on the previous Recomposition Day during such Recomposition Period. The Weight of a New Index Constituent will thus increase on each Recomposition Day in such Recomposition Period.


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3. Deduct from the Weight of each Previous Index Constituent the value of the Previous Weight Portion applicable to such Previous Index Constituent at the Official Closing Time on such Recomposition Day.
 
As an example, if the Weight of a Previous Index Constituent at the Official Closing Time on the first Recomposition Day equals two, then the Previous Weight Portion for such Previous Index Constituent will equal one on each Recomposition Day during such Recomposition Period. The Weight for such Previous Index Constituent will be reduced by one at the Official Closing Time on each Recomposition Day so that at the Official Closing Time on the second Recomposition Day in such Recomposition Period, such Weight will equal zero. This example assumes that the Previous Index Constituent does not go ex-dividend over the Recomposition Period; if it does go ex-dividend over the Recomposition Period, the Weight and the Previous Weight Portion for the Previous Index Constituent will be increased as described below to reflect such Dividend.
 
Weights and Previous Weight Portions are subject to adjustment as provided below under “Certain Adjustments Applicable to Each DB Regional Style Index — Adjustment of the Weights for Dividends.”
 
If, as described herein or for any other reason, there are fewer than twenty Previous Index Constituents or New Index Constituents, then the DB Regional Style Index Sponsor may make such modifications as it, in its reasonable discretion, considers appropriate to the provisions hereof to take account thereof.
 
The Daily Index Closing Level for each DB UK Index on any Trading Day during a Recomposition Period shall equal the sum of the following: (a) the sum of the products of (i) the then current Weight for each Previous Index Constituent and (ii) the Trading Price of each Previous Index Constituent on such day, and (b) the sum of the products of (i) the then current Weight for each New Index Constituent and (ii) the Trading Price of each New Index Constituent on such day. Each Weight or Previous Weight Portion will be rounded to the nearest six decimal places.
 
Composition of the DB UK Value Total Return Index and the DB UK Growth Total Return Index
 
Please refer to the pricing supplement for the list of the current Index Constituents of each DB UK Index and their respective Weights.
 
Certain Information Relating to the Sponsor of the FTSE 100® Index
 
“FTSE®”, “FT-SE®” and “Footsie®” are trade marks jointly owned by the London Stock Exchange Plc and The Financial Times Limited and are used by FTSE International Limited under license. All-World”, “all-Share” and “All-Small” are trade marks of FTSE International Limited.
 
The FTSE 100 is calculated by FTSE International Limited. FTSE International Limited does not sponsor, endorse or promote either of the DB UK Indices or any product related thereto and is not in any way connected to the DB UK Indices or any product related thereto and does not accept any liability in relation to the DB UK Indices or any product related thereto.
 
All copyright in the FTSE 100® Index values and constituent list vests in FTSE International Limited. Deutsche Bank AG has obtained full license from FTSE International Limited to use such copyright in the creation of the DB UK Indices.
 
Definitions Applicable to the DB Regional Style Indices
 
Unless otherwise noted below, the following defined terms are applicable with respect to each DB Regional Style Index described above.
 
“Applicable Percentage” means the lesser of (i) 85 percent in the case of each DB Euro Index, each DB Japan Index and each DB UK Index and 75 percent in the case of each DB U.S. Index and (ii) 100 percent less such percentage, if any, that the DB Regional Style Index Sponsor from time to time deems appropriate to take account of any tax, duty, withholding, deduction or other charge whatsoever, including but not limited to taking into account any tax, duty, withholding, deduction or other charge that is or would be sustained or incurred by Deutsche Bank AG or any of its affiliates as a result of the receipt of the relevant Dividend. As of the date of this pricing supplement, with respect to each DB Euro Index, DB Japan Index and DB UK Index, the Applicable Percentage is equal to 85 percent, and with respect to each DB U.S. Index, the Applicable Percentage is equal to 75 percent.


P-58

 

“Dividend” means 100 percent of the cash dividend declared by the issuer of any share constituting a DB Regional Style Index (being the amount payable before deduction of any withholding or deduction for or on account of any tax which would have been made by or on behalf of the issuer in respect of the dividends, but not taking into account any associated tax credit arising under the law of the jurisdiction of the issuer) and shall not include rights issues, share dividends or any other form of non-cash dividends or rights. Dividend shall include any extraordinary or bonus dividend or other cash distribution, as long as such dividend or distribution does not exceed 10 percent of the last cum-dividend Trading Price of the relevant share constituting a DB Regional Style Index, but subject to the provisions described below in “— Other Adjustments.”
 
“Eligible Share” means, with respect to the DB Euro Value Index, the DB U.S. Value Index, the DB Japan Value Index and the DB UK Value Index, in relation to a Selection Date and each share constituting the relevant Selection Pool Index, any share that has a Twelve-month Trailing Earnings per Share higher than zero on such Selection Date. “Eligible Share” means, with respect to the DB Euro Growth Index, the DB U.S. Growth Index, the DB Japan Growth Index and the DB UK Growth Index (such indices, collectively, the “DB Growth Indices”), in relation to a Selection Date and each share constituting the relevant Selection Pool Index, any share that has a Twelve-month Trailing Earnings per Share higher than zero on such Selection Date and on the fourth Selection Date preceding such Selection Date (the “Reference Selection Date”).
 
“Exchange” means,
 
(i) in relation to the Selection Pool Index and each share constituting the Selection Pool Index, the primary exchange on which such share is listed or traded or any successor to such exchange, as determined by the DB Regional Style Index Sponsor; and
 
(ii) in relation to any DB Regional Style Index and each share constituting any DB Regional Style Index, the primary exchange on which such share is listed or traded or any successor to such exchange, as determined by the DB Regional Style Index Sponsor.
 
“Index Constituent” means, with respect to each DB Euro Index, DB Japan Index and DB UK Index, subject to the provisions described in “— Index Recomposition” above and/or “— Other Adjustments” below, each of the twenty shares constituting each such DB Regional Style Index from time to time as described above. “Index Constituent” means, with respect to each DB U.S. Index, subject to the provisions described in “— Index Recomposition” above and/or “— Other Adjustments” below, each of the thirty shares constituting each such DB Regional Style Index from time to time as described above.
 
“Last Dividend” means, with respect to the DB Euro Value Index, in relation to each Eligible Share, if the Eligible Share went ex-dividend during the 14 months preceding the relevant Selection Date either (i) if the Eligible Share only paid an annual Dividend, the last annual Dividend, (ii) if the Eligible Share only paid quarterly or semi-annual Dividends, the sum of the last four quarterly or last two semi-annual Dividends during the 14 months preceding such Selection Date, (iii) if the Eligible Share only paid interim and final Dividends, the sum of the interim Dividends and last final Dividend during the 14 months preceding such Selection Date or (iv) if the Eligible Share has not gone ex-dividend during the 14 months preceding such Selection Date, zero. If a stock split, reverse stock split, rights issue or share dividend has taken place over the period between the relevant ex-dividend date and such Selection Date, the Last Dividend will be adjusted to reflect such stock split, reverse stock split, rights issue or share dividend, as the case may be.
 
“Market Capitalization” means, in relation to each share constituting the Selection Pool Index and a Selection Date, the value as published by Factset Research Systems Inc. (or any successor) for such Selection Date on such Selection Date as the Market Capitalization for such share.
 
Market Capitalization is, as at the date of this pricing supplement, defined by Factset Research Systems Inc. as a company’s worth calculated by multiplying the company’s shares outstanding by the price per share.
 
In the event that Factset Research Systems Inc. (or any successor):
 
(i) does not publish the Market Capitalization for such share for such Selection Date; or
 
(ii) either changes or alters the method of calculation for the Market Capitalization, either generally or in relation to such share, or changes or alters any of the bases on which the calculation for the Market


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Capitalization is made, either generally or in relation to such share, and, as determined by the DB Regional Style Index Sponsor in its reasonable discretion, such change or alteration is material (and in determining what is “material”, the DB Regional Style Index Sponsor may have regard to such circumstances it in its reasonable discretion deems appropriate),
 
then the DB Regional Style Index Sponsor shall determine the Market Capitalization in relation to the relevant share and the relevant Selection Date either by reference to any other publicly available source as it may determine to be appropriate or, if no other appropriate reported figure is available, by reference to such other sources as it deems in its reasonable discretion appropriate.
 
“Market Disruption Occurrence” means, in relation to the Selection Pool Index:
 
1. the occurrence or existence on any Trading Day during the one half hour period that ends at the Relevant Time for any share constituting the Selection Pool Index, of any suspension of or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise):
 
(a) on any Exchange as a whole;
 
(b) on any exchange on which options contracts or futures contracts on the Selection Pool Index or any share constituting the Selection Pool Index are traded, of options contracts or futures contracts on or relating to the Selection Pool Index or any share constituting the Selection Pool Index; or
 
(c) on any exchange on which any share constituting the Selection Pool Index is listed, of such share; or
 
2. a general moratorium is declared in respect of banking activities in the country in which an Exchange in relation to any share constituting the Selection Pool Index is located, if, in the determination of the DB Regional Style Index Sponsor, any of the foregoing is material. In determining what is “material”, the DB Regional Style Index Sponsor may have regard to such circumstances as it in its reasonable discretion deems appropriate.
 
For the purpose of this definition, a limitation on the hours and number of days of trading will not constitute a Market Disruption Occurrence if it results from an announced change in the regular business hours of the relevant exchange, but a limitation on trading imposed during the course of the day by reason of movements in price otherwise exceeding levels permitted by the relevant exchange may, if material, constitute a Market Disruption Occurrence.
 
“Price-Earnings Ratio” means, in relation to each Eligible Share and a Selection Date, the quotient of (1) the Trading Price for such Selection Date (as numerator) and (2) the Twelve-month Trailing Earnings Per Share for such Selection Date (as denominator), as published by Factset Research Systems Inc. (or any successor) for such Selection Date on such Selection Date. In the event that Factset Research Systems Inc. (or any successor) does not publish either the Trading Price or the Twelve-month Trailing Earnings Per Share for such share for such Selection Date, then the DB Regional Style Index Sponsor will determine the Trading Price or Twelve-month Trailing Earnings Per Share for such share for the relevant Selection Date either by reference to any other publicly available source as it may determine to be appropriate or, if no other appropriate reported figure is available, by reference to such other sources as it deems appropriate in its reasonable discretion.
 
“Reinvested Dividend”, in relation to any share constituting any DB Regional Style Index, equals the product of (i) and (ii) where:
 
(i) equals the Applicable Percentage, and
 
(ii) equals the Dividend for such Share.
 
“Selection Date” means, with respect to each DB Euro Index and each DB U.S. Index, the eighth calendar day of March, June, September and December or, if any such day is not a Trading Day, the first succeeding Trading Day. “Selection Date” means, with respect to each DB Japan Index and each DB UK Index, the fifteenth calendar day of February, May, August and November or, if any such day is not a Trading Day, the first succeeding Trading Day.


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“Selection Pool Index” means, with respect to each DB Euro Index, the Dow Jones EURO STOXXsm Large Index (excluding any share the issuer of which is incorporated in Greece); with respect to each DB U.S. Index, the S&P 500® Index; with respect to each DB Japan Index, the Topix 100® Index; and with respect to each DB UK Index, the FTSE 100® Index.
 
“Short-term Earnings Momentum” means, with respect to each DB Growth Index, in relation to each Eligible Share, the difference between (a) and (b) (a minus b) where:
 
(a) equals the quotient of:
 
(i) the Twelve-month Trailing Earnings per Share on the relevant Selection Date; and
 
(ii) the Twelve-month Trailing Earnings per Share on the Reference Selection Date; and
 
(b) equals 1.
 
Short-term Earnings Momentum is a measure of a company’s recent growth in earnings per share and helps to identify companies that have shown above-average growth in earnings.
 
“Trading Day” means (i) in relation to the Selection Pool Index and as used in the definition of “Selection Date”, any day that is (or, but for the occurrence of a Market Disruption Occurrence, would have been) a trading day on all the Exchanges relating to the shares constituting the Selection Pool Index, other than a day on which trading on any Exchange is scheduled to close prior to its regular week day closing time and (ii) in relation to any DB Regional Style Index, any day that is (or, but for the occurrence of a Market Disruption Event, would have been) a trading day on all the Exchanges relating to the shares constituting the Index, other than a day on which trading on any Exchange is scheduled to close prior to its regular week day closing time, as determined by the DB Regional Style Index Sponsor in its sole discretion.
 
For purposes of the definition of “Trading Day” as used in the description of calculation of each DB Regional Style Index during a recomposition period, the shares constituting each DB Regional Style Index shall include the Previous Index Constituents and the New Index Constituents.
 
“Trading Price” with respect to each DB Euro Index, in relation to each share constituting the Selection Pool Index and/or each DB Euro Index and subject to the provisions described below in “— Certain Adjustments Applicable to Each DB Regional Style Index — De-Listing, Merger Event, Nationalization and Insolvency,” varies according to the country of incorporation of the issuer of the relevant share and means, in relation to any Trading Day, the closing auction, auction, last trade or Volume Weighted Average Price, as the case may be, at the Relevant Time on such Trading Day determined in accordance with the rules of the relevant Exchange. The countries of incorporation of the issuers of the shares constituting the Selection Pool Index as of the date of this pricing supplement and their relevant Trading Prices and relevant times (each a “Relevant Time”) are as follows:
 
                             
Country of
 		  Relevant Time/
 		  Country of
 		  Relevant Time/
incorporation   Trading Price   incorporation   Trading Price
 
 
Austria
      17:30 CET closing auction       Ireland       16:30 GMT last trade  
 
Belgium
      17:30 CET closing auction       Italy       17:30 CET closing auction  
 
Finland
      17:00 CET last trade       Netherlands       17:30 CET closing auction  
 
France
      17:30 CET closing auction       Portugal       17:30 CET last trade  
 
Germany
      17:30 CET auction       Spain       17:35 CET closing auction  
 
If a share the issuer of which is incorporated in a country other than those set out above is in the future included in the Selection Pool Index and/or either DB Euro Index, the DB Regional Style Index Sponsor shall determine the Trading Price and Relevant Time for such share in such manner as it determines to be appropriate.
 
“Trading Price” means, with respect to each DB U.S. Index, in relation to each share constituting the Selection Pool Index and/or each DB U.S. Index and subject to the provisions described below in “— Certain Adjustments Applicable to Each DB Regional Style Index — De-Listing, Merger Event, Nationalization and Insolvency,” in relation to any Trading Day, the 16:00 EST last trade (“Relevant Time”) on such Trading Day determined in accordance with the rules of the relevant Exchange. If a share listed or traded on an exchange that does not provide for a 16:00 EST last trade is in the future included in the Selection Pool Index and/or either DB


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U.S. Index, the DB Regional Style Index Sponsor shall determine the Trading Price and Relevant Time for such share in such manner as it determines to be appropriate.
 
“Trading Price” means, with respect to each DB Japan Index, in relation to each share constituting the Selection Pool Index and/or each DB Japan Index and subject to the provisions described below in “— Certain Adjustments Applicable to Each DB Regional Style Index — De-Listing, Merger Event, Nationalization and Insolvency,” in relation to any Trading Day, the 15:00 local time last trade (“Relevant Time”) on such Trading Day determined in accordance with the rules of the relevant Exchange. If a share listed or traded on an exchange that does not provide for a 15:00 local time last trade is in the future included in the Selection Pool Index and/or either DB Japan Index, the DB Regional Style Index Sponsor shall determine the Trading Price and Relevant Time for such share in such manner as it determines to be appropriate.
 
“Trading Price” means, with respect to each DB UK Index, in relation to each share constituting the Selection Pool Index and/or each DB UK Index and subject to the provisions described below in “— Certain Adjustments Applicable to Each DB Regional Style Index — De-Listing, Merger Event, Nationalization and Insolvency,” in relation to any Trading Day, the 17:30 CET closing auction (“Relevant Time”) on such Trading Day determined in accordance with the rules of the relevant Exchange. If a share listed or traded on an exchange that does not provide for a 17:30 CET closing auction is in the future included in the Selection Pool Index and/or either DB UK Index, the DB Regional Style Index Sponsor shall determine the Trading Price and Relevant Time for such share in such manner as it determines to be appropriate.
 
“Twelve-month Trailing Earnings per Share” means, in relation to each share constituting the Selection Pool Index, a Selection Date and, in the case of the DB Growth Indices, a Reference Selection Date, the value as published by Factset Research Systems Inc. for such Selection Date and, in the case of the DB Growth Indices, such Reference Selection Date on such Selection Date and, in the case of the DB Growth Indices, such Reference Selection Date as the Twelve-month Trailing Earnings for such share.
 
Twelve-month Trailing Earnings per Share is, as of the date of this pricing supplement, defined by Factset Research Systems Inc. as the earnings (per share) for the 12 months ended the last calendar quarter of the year for U.S. Corporations and the fiscal year for non-U.S. corporations.
 
In the event that Factset Research Systems Inc. (or any successor):
 
(i) does not publish the Twelve-month Trailing Earnings per Share for such share for a Selection Date and/or a Reference Selection Date; or
 
(ii) either changes or alters the method of calculation for the Twelve-month Trailing Earnings per Share, either generally or in relation to such share, or changes or alters any of the bases on which the calculation of the Twelve-month Trailing Earnings per Share is made, either generally or in relation to such share, and, as determined by the DB Regional Style Index Sponsor in its reasonable discretion, such change or alteration is material,
 
then the DB Regional Style Index Sponsor will determine the Twelve-month Trailing Earnings per Share in relation to the relevant share and such Selection Date and/or Reference Selection Date, as the case may be, either by reference to any other publicly available source as it may determine to be appropriate or, if no other appropriate reported figure is available, by reference to such other sources as it deems appropriate in its reasonable discretion.
 
Certain Adjustments Applicable to Each DB Regional Style Index
 
Adjustment of the Weights for Dividends
 
With respect to each DB Regional Style Index, at the time an Index Constituent, New Index Constituent or Previous Index Constituent (each, a “Stock Constituent”, as applicable) goes ex-dividend, its Weight or Previous Weight Portion, as the case may be, (each a “Stock Weight”, as applicable) will be increased such that it will equal the product of (i) and (ii), where:
 
(i) equals the last cum-dividend Stock Weight (i.e., the number (or portion) of shares it represented on the most recent cum-dividend date) for such Stock Constituent, and


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(ii) equals the quotient of (a) and (b), where:
 
(a) equals the last cum-dividend Trading Price of such Stock Constituent (as numerator); and
 
(b) equals (x) minus (y) (as denominator), where:
 
(x) equals the last cum-dividend Trading Price of such Stock Constituent; and
 
(y) equals the Reinvested Dividend of such Stock Constituent.
 
Each increased Stock Weight will be rounded to the nearest six decimal places.
 
Potential Adjustment Events
 
With respect to each DB Regional Style Index, following the declaration by the issuer of a Stock Constituent (as defined under “— Adjustment of the Weights for Dividends” above) of the terms of any Potential Adjustment Event, the DB Regional Style Index Sponsor will determine whether such Potential Adjustment Event has a dilutive, concentrative or other effect on the theoretical value of the Stock Constituent and, if so, will (1) make the corresponding adjustment, if any, to the Stock Weight (as defined under “— Adjustment of the Weights for Dividends” above) for such Stock Constituent and/or the formula for determining the Daily Index Closing Level, as the DB Regional Style Index Sponsor determines appropriate to account for that dilutive, concentrative or other effect; and (2) determine the effective date of that adjustment.
 
As a result of the foregoing adjustments, the total number of Stock Constituents comprising any DB Euro Index, DB Japan Index or DB UK Index prior to the next Recomposition Period may from time to time be more or less than twenty, and the total number of Stock Constituents comprising either DB U.S. Index prior to the next Recomposition Period may from time to time be more or less than thirty. The Stock Weight of a Stock Constituent resulting from any of the adjustments specified above will be rounded to the nearest six decimal places.
 
“Potential Adjustment Event” means any of the following:
 
(i) a subdivision, consolidation or reclassification of the relevant Stock Constituent (unless a Merger Event (as defined below) occurs);
 
(ii) a distribution or dividend to existing holders of (a) the relevant Stock Constituent or (b) other share capital or securities granting the right to payment of dividends and/or the proceeds of liquidation of the issuer of the relevant Stock Constituent equally or proportionately with such payments to holders of the relevant Stock Constituent or (c) any other type of securities, rights or warrants or other assets, in any case for payment (in cash or otherwise) at less than the prevailing market price as determined by the DB Regional Style Index Sponsor;
 
(iii) any extraordinary or bonus dividend or other cash distribution where such dividend or distribution exceeds 10 per cent of the last cum-dividend price of the relevant Stock Constituent;
 
(iv) a call by the issuer of the relevant Stock Constituent in respect of such Stock Constituents that are not fully paid;
 
(v) a repurchase by the issuer of a Stock Constituent of the relevant Stock Constituents whether out of profits or capital and whether the consideration for such repurchase is cash, securities or otherwise; or
 
(vi) any other event that may have, in the opinion of the DB Regional Style Index Sponsor, a dilutive, concentrative or other effect on the theoretical value of the relevant Stock Constituent,
 
provided, that in calculating the dilutive, concentrative or other effect of any Potential Adjustment Event, the amount or value of the Potential Adjustment Event shall be deemed adjusted by such amount as the DB Regional Style Index Sponsor deems appropriate to take account of any tax, duty, withholding, deduction or other charge whatsoever, including but not limited to taking into account any tax, duty, withholding, deduction or other charge sustained or incurred by Deutsche Bank AG or any affiliate as a result of the Potential Adjustment Event.


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De-Listing, Merger Event, Nationalization and Insolvency
 
With respect to each DB Regional Style Index, if a Merger Event occurs in relation to a Stock Constituent or the issuer of a Stock Constituent or if a De-Listing (as defined below) or a Nationalization (as defined below) occurs in relation to a Stock Constituent, the DB Regional Style Index Sponsor will determine the Effective Date (as defined below), if any, for such event and the Trading Price for such Stock Constituent on the Effective Date. The Trading Price for such Stock Constituent on the Effective Date will equal the last available market price on the relevant Exchange for such Stock Constituent on the Effective Date (or, if no such market price is available on the Effective Date, the last available market price on the relevant Exchange on such date as the DB Regional Style Index Sponsor deems appropriate) as determined by the DB Regional Style Index Sponsor, and that Trading Price will be the Trading Price for such Stock Constituent up to the end of the next Recomposition Period.
 
If Insolvency occurs in relation to the issuer of a Stock Constituent, the Stock Constituent will remain part of the Index until the next Recomposition Period. As long as a market price at the Relevant Time on any Trading Day is available for such Stock Constituent on the relevant Exchange, such market price will be the Trading Price of such Stock Constituent for such Trading Day, all as determined by the DB Regional Style Index Sponsor. If such a market price is not available for a Stock Constituent in relation to any Trading Day then the Trading Price of such Stock Constituent for such Trading Day will equal zero.
 
“De-Listing” means the relevant Stock Constituent ceases, for any reason, to be listed on the relevant Exchange and as of the date of such de-listing is not listed on another recognised stock exchange or quotation system acceptable to the DB Regional Style Index Sponsor.
 
“Effective Date” means, with respect to any DB Euro Index, DB Japan Index or DB UK Index, in respect of a Merger Event, De-Listing or Nationalization in respect of a Stock Constituent, the date upon which the DB Regional Style Index Sponsor determines such Stock Constituent is excluded from the Selection Pool Index. “Effective Date” means, with respect to either DB U.S. Index, in respect of a Merger Event, De-Listing or Nationalization in respect of a Stock Constituent, the date upon which the DB Regional Style Index Sponsor determines such Stock Constituent is excluded from the Selection Pool.
 
“Insolvency” means that by reason of the voluntary or involuntary liquidation, bankruptcy or insolvency of or any analogous proceeding affecting the issuer of a Stock Constituent (A) all of such Stock Constituents are required to be transferred to a trustee, liquidator or other similar official; or (B) holders of such Stock Constituent become legally prohibited from transferring them.
 
“Merger Event” means, in respect of any Stock Constituent or the issuer of any Stock Constituent, any (i) reclassification or change of that Stock Constituent that results in a transfer of or an irrevocable commitment to transfer all such Stock Constituents outstanding, (ii) consolidation, amalgamation or merger of the issuer of that Stock Constituent with or into another entity (other than a consolidation, amalgamation or merger in which such issuer of that Stock Constituent is the continuing entity and which does not result in any such reclassification or change of all such Stock Constituents outstanding) or (iii) other takeover offer for the issuer of such Stock Constituent that results in a transfer of or an irrevocable commitment to transfer all such Stock Constituents (other than such Stock Constituents owned or controlled by the offeror).
 
“Nationalization” means that all the Stock Constituents of the issuer of such Stock Constituent or all the assets or substantially all the assets of such issuer (other than such Stock Constituents owned or controlled by a governmental agency, authority or entity) are nationalised, expropriated or are otherwise required to be transferred to any such governmental agency, authority or entity.
 
Index Calculation in Case of a Market Disruption
 
With respect to each DB Regional Style Index, a “Market Disruption Event” means:
 
(i) the occurrence or existence on any Trading Day during the one half hour period that ends at the Relevant Time for any share constituting the Index, of any suspension of or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise):
 
(a) on any Exchange as a whole;


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(b) on any exchange on which options contracts or futures contracts on the Index or any share constituting the Index are traded, of options contracts or futures contracts on or relating to the Index or any share constituting the Index; or
 
(c) on any exchange on which any share constituting the Index is listed, of such share; or
 
(ii) a general moratorium is declared in respect of banking activities in the country in which an Exchange in relation to any share constituting the Index is located,
 
if, in the determination of the DB Regional Style Index Sponsor, any of the foregoing is material and, in determining what is “material,” the DB Regional Style Index Sponsor may have regard to such circumstances as it in its reasonable discretion deems appropriate.
 
For the purpose of the definition of Market Disruption Event, a limitation on the hours and number of days of trading will not constitute a Market Disruption Event if it results from an announced change in the regular business hours of the relevant exchange, but a limitation on trading imposed during the course of the day by reason of movements in price otherwise exceeding levels permitted by the relevant exchange may, if material, constitute a Market Disruption Event.
 
With respect to each DB Regional Style Index, upon the occurrence of a Market Disruption Event, the Daily Index Closing Level shall not be calculated (subject to the provisions described above in “— DB Euro Value Total Return Index and DB Euro Growth Total Return Index — Index Calculation During a Recomposition Period;” “— DB U.S. Value Total Return Index and DB U.S. Growth Total Return Index — Index Calculation During a Recomposition Period;” “— DB Japan Value Total Return Index and DB Japan Growth Total Return Index — Index Calculation During a Recomposition Period” and “— DB UK Value Total Return Index and DB UK Growth Total Return Index — Index Calculation During a Recomposition Period,”); provided, that if the Market Disruption Event continues for a period of five Trading Days, then the DB Regional Style Index Sponsor shall calculate the Daily Index Closing Level having regard to the then prevailing market conditions and/or the last reported Trading Price of each Stock Constituent, as applicable, and such other conditions as the DB Regional Style Index Sponsor determines in its reasonable discretion relevant for the calculation of the Daily Index Closing Level.
 
Adjustments to the Selection Pool Index
 
With respect to each DB Regional Style Index, if at any time (i) the Selection Pool Index ceases to exist or (ii) in the determination of the DB Regional Style Index Sponsor, the Selection Pool Index sponsor makes a material change in the formula for or the method of calculating the Selection Pool Index or in any other way materially modifies the Selection Pool Index (other than a modification described in the formula or method of maintaining the Selection Pool Index in the event of changes to constituent share and capitalization and other routine events) or (iii) the Selection Pool Index sponsor makes a manifest error (in the determination of the DB Regional Style Index Sponsor) in the calculation and/or publication of the Selection Pool Index or any other factors relevant to the calculation of the Index or (iv) the Selection Pool Index sponsor fails to calculate and/or publish the Selection Pool Index, then the DB Regional Style Index Sponsor shall select a successor selection pool index to replace the Selection Pool Index in its reasonable discretion. Should the DB Regional Style Index Sponsor decide (which it shall, in its reasonable discretion, be entitled to do) that there is no reasonable replacement index for the Selection Pool Index then the DB Regional Style Index Sponsor may make such determinations and/or adjustments as it considers appropriate until such time (if any) as the DB Regional Style Index Sponsor determines in its reasonable discretion that there is a suitable replacement index.
 
Change in Methodology of each DB Regional Style Index
 
The application by the DB Regional Style Index Sponsor of the methodology for each DB Regional Style Index described in this pricing supplement shall be conclusive and binding. While the DB Regional Style Index Sponsor currently employs the above described methodology to compose and calculate each DB Regional Style Index, no assurance can be given that market, regulatory, juridical, financial or fiscal circumstances will not arise that would, in the view of the DB Regional Style Index Sponsor, necessitate a modification or change of such methodology. The DB Regional Style Index Sponsor may also make modifications to the terms of each DB Regional Style Index in any manner that it may deem necessary or desirable to correct any manifest error or to cure, correct or supplement any defective provision contained herein. The DB Regional Style Index Sponsor will make


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reasonable efforts to assure that such modifications or changes will result in a methodology that is consistent with the methodology described above. The DB Regional Style Index Sponsor will publish notice of any such modification or change and the effective date thereof as described below.
 
FURTHER INFORMATION RELATING TO EACH DB REGIONAL STYLE INDEX
 
The DB Regional Style Index Sponsor will publish the Daily Index Closing Level for each DB Regional Style Index for each Trading Day on Bloomberg or any successor thereto as provided in the table below and on Deutsche Bank’s website at https://index.db.com/servlet/home or any successor thereto.
 
     
DB Regional Style Index
  Bloomberg Ticker
 
DB Euro Value Total Return Index
  DBEEEUVA <Index>
DB Euro Growth Total Return Index
  DBEEEUGR <Index>
DB U.S. Value Total Return Index
  DBUSUSV <Index>
DB U.S. Growth Total Return Index
  DBUSUSG <Index>
DB Japan Value Total Return Index
  DBAPJVT <Index>
DB Japan Growth Total Return Index
  DBAPJGT <Index>
DB UK Value Total Return Index
  DBEEUKVT <Index>
DB UK Growth Total Return Index
  DBEEUKGT <Index>
 
The DB Regional Style Index Sponsor will also publish on these websites any adjustments made to any DB Regional Style Index, including notice of any material modification or change to the methodology of any DB Regional Style Index described in this pricing supplement. The reference to Deutsche Bank’s website is made for purposes of conveying the foregoing information only, and no other information found at this website is incorporated by reference into this pricing supplement.


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PROSPECTUS SUPPLEMENT
(To Prospectus dated February 5, 2007)
(EKSPORTFINANS LOGO)
EKSPORTFINANS ASA
(a Norwegian company)
Medium-Term Notes
      We may use this prospectus supplement to offer the notes from time to time.
      The following terms may apply to the notes. The final terms of each note will be described in a pricing supplement.
  •  They will rank equally in right of payment to all of our other existing and future unsecured and unsubordinated debt unless the applicable pricing supplement or product supplement states otherwise.
 
  •  They will mature nine months or more after their date of issue unless the applicable pricing supplement or product supplement states otherwise.
 
  •  They will not be redeemable by us or repayable at the option of the holder unless the applicable pricing supplement or product supplement states otherwise.
 
  •  They may be denominated in U.S. dollars or in a foreign currency or composite currency.
 
  •  They may bear interest at a fixed or floating interest rate, may be issued at a discount and may be zero coupon notes that do not bear interest. Floating interest rates may be based on any of the following formulas:
     
          — commercial paper rate
   — CD rate
          — LIBOR
   — CMT rate
          — EURIBOR
   — CMS rate
          — prime rate
   — federal funds rate
          — treasury rate
   — another rate specified in the pricing supplement.
  •  They may be issued as index linked notes or asset linked notes.
 
  •  They may be issued in certificated form or book-entry form.
 
  •  Interest will be paid on notes on dates determined at the time of issuance and specified in the applicable pricing supplement or product supplement.
 
  •  They will be issued in minimum denominations of $1,000.00 (or its equivalent in other currencies) and any multiple of $1,000.00 (or its equivalent in other currencies) above $1,000.00 unless the applicable pricing supplement or product supplement states otherwise.
      Application has been made for notes issued pursuant to this prospectus supplement to be admitted to trading on the Luxembourg Stock Exchange’s regulated market and to be listed on the Official List of the Luxembourg Stock Exchange. Each pricing supplement with respect to notes that are to be so listed will be delivered to the Luxembourg Stock Exchange on or before the date of issue of those notes. We may also issue notes which will not be listed on any securities exchange or which will be listed on additional or other securities exchanges. We will specify in the pricing supplement or product supplement whether the notes will be listed on the Luxembourg Stock Exchange or another securities exchange or will be unlisted.
      Investing in the notes involves risks. See “Risk factors” beginning on page S-4 of this prospectus supplement.
      Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement, the accompanying prospectus or any pricing supplement or product supplement. Any representation to the contrary is a criminal offense.
      Offers to purchase the notes are being solicited from time to time by the agents listed below. The agents are not required to sell any specific number or dollar amount of notes but have agreed to use their reasonable efforts to sell the notes.
         
ABN AMRO Bank N.V.
Banc of America Securities Limited
Banc of America Securities LLC
Bear, Stearns & Co. Inc.
Bear, Stearns International Limited
Barclays Capital
BNP PARIBAS
Citigroup
Commerzbank Capital Markets Corp.
Credit Suisse		   Daiwa Securities SMBC Europe
Deutsche Bank
Deutsche Bank Securities
Dresdner Kleinwort
FTN Financial Securities Corp.
Goldman Sachs International
Goldman, Sachs & Co.
IXIS Securities North America Inc.
Jefferies and Company, Inc.
JPMorgan		   Lehman Brothers
Merrill Lynch & Co.
Mitsubishi UFJ Securities International plc
Mizuho International plc
Morgan Stanley
Nomura International plc
Nomura Securities International, Inc.
Nordea
The Toronto-Dominion Bank
UBS Investment Bank
Wachovia Securities
The date of this prospectus supplement is February 5, 2007.

 

CONTENTS
Prospectus Supplement
         
    Page
     
    iii  
    S-1  
    S-4  
    S-9  
    S-33  
    S-35  
    S-35  
    S-35  
    S-36  
    S-42  
    S-43  
    S-46  
Prospectus
    1  
    1  
    2  
    2  
    3  
    4  
    5  
    5  
    6  
    13  
    14  
    23  
    24  
    24  
      No person is authorized to give any information or represent anything not contained in this prospectus supplement, the accompanying prospectus and any pricing supplement or product supplement. We are only offering the securities in places where offers and sales of those securities are permitted. The information contained in this prospectus and any accompanying prospectus supplement, as well as information incorporated by reference, is current only as of the date of that information. Our business, financial condition, results of operations and prospects may have changed since that date.
      This prospectus supplement and the accompanying prospectus include particulars given in compliance with the rules governing the listing of securities on the Luxembourg Stock Exchange. The Luxembourg Stock Exchange takes no responsibility for the contents of this document, makes no representation as to its accuracy or completeness, and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this prospectus supplement and the prospectus. We accept full responsibility for the accuracy of the information contained in this prospectus supplement and the accompanying prospectus and, having made all reasonable inquiries, confirm that to the best of our knowledge and belief there are no other facts the omission of which would make any statement contained in this prospectus supplement and the accompanying prospectus misleading.
      In this prospectus, “Eksportfinans”, the “Company”, “we”, “us” and “our” refer to Eksportfinans ASA or Eksportfinans and its subsidiary Kommunekreditt Norge AS, as the context requires, and “Kommunekreditt” refers to Kommunekreditt Norge AS.

ii

 

ABOUT THIS PROSPECTUS SUPPLEMENT
      This prospectus supplement contains the terms of the offering of the securities. Certain additional information about us is contained in the accompanying prospectus and may be contained in any applicable pricing supplement or product supplement. This prospectus supplement, or the information incorporated by reference in this prospectus supplement or in the accompanying prospectus or in any applicable pricing supplement or product supplement, may add or update information in the accompanying prospectus.
      Terms used in this prospectus supplement or in any applicable pricing supplement or product supplement that are otherwise not defined will have the meanings given to them in the accompanying prospectus or in the indenture (as defined in “Description of the debt securities” on p. S-9 of this prospectus supplement).
      It is important for you to read and consider all information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and the applicable pricing supplement or product supplement in making your investment decision. You should also read and consider the information in the documents we have referred you to in “Where you can find more information about us” on page 2 of the accompanying prospectus.

iii

 

SUMMARY
      This summary highlights information contained elsewhere in this prospectus supplement and in the prospectus. It does not contain all the information that you should consider before investing in the notes. You should carefully read the pricing supplement and any applicable product supplement relating to the terms and conditions of a particular issue of notes along with this entire prospectus supplement and the prospectus, including information incorporated by reference.
Issuer: Eksportfinans ASA
 
Agents: ABN AMRO Bank N.V., Banc of America Securities Limited, Banc of America Securities LLC, Barclays Bank PLC, Barclays Capital Inc., Bear, Stearns & Co. Inc., Bear, Stearns International Limited, BNP Paribas Securities Corp., Citigroup Global Markets Inc., Citigroup Global Markets Limited, Commerzbank Capital Markets Corp., Credit Suisse Securities (Europe) Limited, Credit Suisse Securities (USA) LLC, Daiwa Securities SMBC Europe Limited, Deutsche Bank AG, London Branch, Deutsche Bank Securities Inc., Dresdner Bank AG London Branch, FTN Financial Securities Corp., Goldman, Sachs & Co., Goldman Sachs International, IXIS Securities North America Inc., Jefferies and Company, Inc., J.P. Morgan Chase & Co., J.P. Morgan Securities Ltd., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mitsubishi UFJ Securities International plc, Mizuho International plc, Morgan Stanley & Co. Incorporated, Morgan Stanley & Co. International Limited, Nomura International plc, Nomura Securities International, Inc., Nordea Bank Danmark A/ S, The Toronto-Dominion Bank, UBS Limited, and Wachovia Capital Markets, LLC
 
Trustee: The Bank of New York
 
Paying Agent: Citibank, N.A.
 
Exchange Rate Agent (if any): Citibank, N.A.
 
Calculation Agent (if any): Citibank, N.A., unless the applicable pricing supplement or product supplement states otherwise
 
Specified Currencies: Including, but not limited to, Australian dollars, Canadian dollars, Danish kroner, euro, Hong Kong dollars, Japanese yen, New Zealand dollars, Pounds sterling, Swedish kroner, Swiss francs and U.S. dollars or any other currency specified in the applicable pricing supplement or product supplement.
 
Issue Price: The notes may be issued at par, or at a premium over, or at a discount to, par and either on a fully paid or partly paid basis.
 
Maturities: Unless otherwise specified in the applicable pricing supplement or product supplement, the notes will mature at least nine months from their date of issue.
 
Fixed Rate Notes: Fixed rate notes will bear interest at a fixed rate.
 
Floating Rate Notes: Floating rate notes will bear interest at a rate determined periodically by reference to one or more interest rate bases plus a spread or multiplied by a spread multiplier.
 
Index Linked Notes: Payments on index linked notes or asset linked notes will be calculated by reference to a specific measure or index.

S-1

 

Discount Notes: Discount notes are notes that are offered or sold at a price less than their principal amount and called discount notes in the applicable pricing supplement or product supplement. They may or may not bear interest.
 
Redemption and Repayment: If the notes are redeemable at our option debt (other than on the occurrence of the tax events described under “Description of debt securities — Tax redemption” in the accompanying prospectus) or repayable at the option of the holder before maturity, the pricing supplement or product supplement will specify:
 
• the initial redemption date on or after which we may redeem the notes or the repayment date or dates on which the holders may elect repayment of the notes,
 
• the redemption or repayment price, and
 
• the required prior notice to the holders.
 
Status: The notes will constitute direct, unconditional and unsecured indebtedness and will rank equal in right of payment among themselves and, unless subordinated, with all of our existing and future unsecured and unsubordinated indebtedness.
 
Taxes: Subject to certain exceptions, we will make all payments on the notes without withholding or deducting any taxes imposed by Norway. For further information, see the section in the prospectus entitled “Description of debt securities — Payments of additional amounts”.
 
Further Issuances: We may from time to time, without the consent of existing holders, create and issue notes having the same terms and conditions as any other outstanding notes offered pursuant to a pricing supplement or product supplement in all respects, except for the issue date, initial offering price and, if applicable, the first payment of interest thereon. Additional notes issued in this manner will be consolidated with, and will form a single series with, any such other outstanding notes.
 
Listing: Application has been made for notes issued during the period of twelve months from the date of this prospectus supplement to be listed on the Luxembourg Stock Exchange. We may also issue notes which will not be listed on any securities exchange or which will be listed on additional or other securities exchanges. We will specify in the pricing supplement or product supplement whether the notes will be listed on the Luxembourg Stock Exchange or another securities exchange or will be unlisted. We are under no obligation to list any issued notes and may in fact not do so.
 
Stabilization: In connection with issues made under this program, a stabilizing manager or any person acting for the stabilizing manager may over-allot or effect transactions with a view to supporting the market price of notes issued under this program at a level higher than that which might otherwise prevail for a limited period after the issue date. However, there may be no obligation of the stabilizing manager or any agent of the stabilizing manager to do this. Any such stabilizing, if commenced, may be discontinued at any time, and must be brought to an end after a limited period. Such stabilizing shall be in compliance with all applicable laws, regulations and rules.
 
Governing Law: The debt securities and the indenture will be governed by, and construed in accordance with, the laws of the State of New York, except that matters

S-2

 

relating to the authorization and execution by us of the indenture and the debt securities issued under the indenture will be governed by the laws of Norway. There are no limitations under the laws of Norway or our Articles of Association on the right of non-residents of Norway to hold the debt securities issued.
 
Purchase Currency: You must pay for notes by wire transfer in the specified currency. You may ask an agent to arrange for, at its discretion, the conversion of U.S. dollars or another currency into the specified currency to enable you to pay for the notes. You must make this request on or before the fifth Business Day preceding the issue date, or by a later date if the agent allows. The agent will set the terms for each conversion and you will be responsible for all currency exchange costs.
RATIOS OF EARNINGS TO FIXED CHARGES
      The following table shows our unaudited historical ratios of earnings to fixed charges for the periods indicated, computed in accordance with Norwegian GAAP and U.S. GAAP.
                                                         
            Year Ended December 31,
    Nine Months Ended   Six Months Ended    
    September 30, 2006   June 30, 2006   2005   2004   2003   2002   2001
                             
Norwegian GAAP(1)
     1.08       1.08       1.06       1.14       1.19       1.14       1.08  
U.S. GAAP(1)(2)
     *       —       —       1.62       —       1.37       1.48  
 
* Not available.
 
(1) For purposes of the computation of these ratios of earnings to fixed charges, earnings include net income plus taxes and fixed charges. Fixed charges represent interest and commissions on debt, other borrowing expenses, estimates of the interest within rental expense and premiums or discounts on long-term debt issued. The ratio of U.S. GAAP earnings to fixed charges is based on U.S. GAAP income before extraordinary items.
 
(2) Under U.S. GAAP, in 2003 fixed charges exceeded earnings by NOK 2,346 million as a result of a U.S. GAAP loss of NOK 516 million and U.S. GAAP fixed charges of NOK 1,830 million. In 2005 and at June 30, 2006, the U.S. GAAP ratio of earnings to fixed charges had a deficiency due to negative U.S. GAAP income before extraordinary items. The amount of the coverage deficiency was NOK 0.1 million in 2005 and NOK 1,066 million at June 30, 2006. See note 34 to our audited consolidated financial statements included in our Annual Report on Form 20-F/A for the fiscal year ended December 31, 2005 filed with the SEC August 29, 2006, which are incorporated into the prospectus by reference. Our U.S. GAAP losses were driven by the impact of market movements on the fair value of derivatives, for which hedge accounting is not applied under U.S. GAAP.

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RISK FACTORS
      Your investment in the notes entails risks. This prospectus supplement does not describe all of the risks of an investment in the notes. You should consult your own financial and legal advisors about the risks entailed by an investment in the notes and the suitability of your investment in the notes in light of your particular circumstances. The notes are not an appropriate investment for investors who are unsophisticated with respect to the particular type of notes we may offer including foreign currency transactions or transactions involving the type of index or formula used to determine the amount payable or otherwise. You should also consider carefully, among other factors, the matters described in the documents incorporated herein by reference, particularly the “Risk Factors” beginning on page 6 of our Form 20-F/A for the year ended December 31, 2005, as filed with the SEC August 29, 2006, and any other matter described in any applicable pricing supplement or product supplement.
Our credit ratings may not reflect all risks of an investment in the notes
      The credit ratings of our medium-term note program may not reflect the potential impact of all risks related to structure and other factors on any trading market for, or the trading value of, the notes. In addition, real or anticipated changes in our credit ratings will generally affect any trading market for, or trading value of, the notes.
Any decline in our credit ratings may affect the market value of your notes
      Our credit ratings are an assessment of our ability to pay our obligations, including those on the offered notes. Consequently, actual or anticipated declines in our credit ratings may affect the market value of your notes.
Early redemption may adversely affect your return on the notes
      If the notes are redeemable at our option, we may choose to redeem the notes at times when prevailing interest rates are relatively low. In addition, if the notes are subject to mandatory redemption, we may be required to redeem the notes also at times when prevailing interest rates are relatively low. As a result, you generally will not be able to re-invest the redemption proceeds in a comparable security at an effective interest rate as high as the notes being redeemed.
There may not be any trading market for the notes, many factors affect the trading market and value of the notes
      We cannot assure you a trading market for the notes will ever develop or be maintained. Unless the applicable pricing supplement or product supplement states otherwise, your notes will not be listed on any securities exchange or be included in any interdealer market quotation system. As a result, there may be little or no secondary market for your notes. Even if a secondary market for your notes develops, it may not provide significant liquidity and we expect the transaction costs in any secondary market will be high. As a result, the differences between bid and ask prices for your notes in any secondary market could be substantial. In addition to our own creditworthiness, many other factors may affect the trading market value of, and trading market for, the notes. These factors include:
  • the complexity and volatility of the index or formula applicable to the notes,
 
  • the method of calculating the principal, premium and interest in respect of the notes,
 
  • the time remaining to the maturity of the notes,
 
  • the outstanding amount of the notes,
 
  • any redemption features of the notes,
 
  • the amount of other securities linked to the index or formula applicable to the notes, and
 
  • the level, direction and volatility of market interest rates generally.

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In addition, notes that are designed for specific investment objectives or strategies often experience a more limited trading market and more price volatility. There may be a limited number of buyers when you decide to sell your notes. This may affect the price you receive for your notes or your ability to sell your notes at all. You should not purchase notes unless you understand and know you can bear all of the investment risks related to your notes.
Judgments of U.S. courts may not be enforceable against us
      There is no treaty between the United States and Norway providing for reciprocal recognition and enforcement of judgments rendered in connection with civil and commercial disputes. Judgments of U.S. courts, including those predicated on the civil liability provisions of the federal securities laws of the United States, may not be enforceable in Norwegian courts. Norwegian courts may review such judgments to confirm compliance with Norwegian public policy and mandatory provisions of law. As a result, our security holders that obtain a judgment against us in the United States may not be able to require us to pay the amount of the judgment. It may, however, be possible for a U.S. investor to bring an original action in a Norwegian court to enforce liabilities against us, or our affiliates, directors, officers or any expert named herein, who reside outside the United States, based upon the U.S. federal securities laws.
Foreign currency risks
Changes in exchange rates and exchange controls could result in a substantial loss to you
      If you measure returns in a currency other than the specified currency of the notes you are buying, you are subject to certain risks. For example, if you measure investment return in U.S. dollars, an investment in notes that are denominated in, or the payment of which is determined with reference to, a specified currency (as defined below) other than U.S. dollars entails significant risks that are not associated with a similar investment in securities denominated in U.S. dollars. Similarly, an investment in an index linked note on which all or part of any payment due is based on a currency other than U.S. dollars has significant risks that are not associated with a similar investment in non-index linked notes or index linked notes based on U.S. dollars. These risks include, without limitation:
  • the possibility of significant changes in rates of exchange between U.S. dollars and the specified currency, and
 
  • the possibility of the imposition or modification of foreign exchange controls with respect to the specified currency.
      These risks generally depend on factors over which we have no control, such as economic events, political events, and the supply of and demand for the relevant currencies.
      In recent years, rates of exchange between U.S. dollars and certain currencies have been highly volatile, and this volatility may continue in the future. Fluctuations in any particular exchange rate that have occurred in the past are not necessarily indicative, however, of fluctuations in the rate that may occur during the term of any note. Depreciation against the U.S. dollar of a foreign currency or foreign currency units in which a note is denominated would result in a decrease in the effective yield of such note below its coupon rate, and in certain circumstances could result in a loss to the investor on a U.S. dollar basis.
      Governments have from time to time imposed, and may in the future impose, exchange controls that could affect exchange rates as well as the availability of a foreign currency for making payments on a note denominated in such currency. We can give no assurances that exchange controls will not restrict or prohibit payments of principal, premium, if any, and interest, if any, in any currency or currency unit. Even if there are no actual exchange controls, it is possible that on an interest payment date or at maturity for any particular note, the foreign currency for such note would not be available to us to make payments of principal, premium and interest then due. In that event, we will make such payments in U.S. dollars. See “The unavailability of currencies could result in a substantial loss to you” below.

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The unavailability of currencies could result in a substantial loss to you
      Except as we specify in the applicable pricing supplement or product supplement, if payment on a note is required to be made in a specified currency other than U.S. dollars and such currency is either unavailable due to the imposition of exchange controls or other circumstances beyond our control, no longer used by the government of the country issuing such currency, or no longer used for the settlement of transactions by public institutions of or within the international banking community, then all payments with respect to the note shall be made in U.S. dollars until such currency is again available or so used. The amount so payable on any date in such foreign currency shall be converted into U.S. dollars at a rate determined on the basis of the most recently available market exchange rate or as otherwise determined in good faith by us if the foregoing is impracticable. Any payment in respect of such note made under such circumstances in U.S. dollars will not constitute an event of default under the indenture.
      If the official unit of any component currency is altered by way of combination or subdivision, the number of units of that currency as a component shall be divided or multiplied in the same proportion. If two or more component currencies are consolidated into a single currency, the amounts of those currencies as components shall be replaced by an amount in such single currency equal to the sum of the amounts of the consolidated component currencies expressed in such single currency. If any component currency is divided into two or more currencies, the amount of that original component currency as a component shall be replaced by the amounts of such two or more currencies having an aggregate value on the date of division equal to the amount of the former component currency immediately before such division.
      The notes will not provide for any adjustment to any amount payable as a result of any change in the value of the specified currency of those notes relative to any other currency due solely to fluctuations in exchange rates, or any redenomination of any component currency of any composite currency, unless that composite currency is itself officially redenominated.
      Currently, there are limited facilities in the United States for conversion of U.S. dollars into foreign currencies, and vice versa. In addition, banks do not generally offer non-U.S. dollar-denominated checking or savings account facilities in the United States. Accordingly, payments on notes made in a currency other than U.S. dollars will be made from an account at a bank located outside the United States, unless otherwise specified in the applicable pricing supplement or product supplement.
Judgments in a foreign currency could result in a substantial loss to you
      The notes will be governed by and construed in accordance with the laws of the State of New York. Courts in the United States customarily have not rendered judgments for money damages denominated in any currency other than U.S. dollars. The Judiciary Law of New York State provides, however, that a judgment based on an obligation denominated in a currency other than U.S. dollars will be rendered in the foreign currency of the underlying obligation. If a note is denominated in a specified currency other than U.S. dollars, any judgment under New York law is required to be rendered in the foreign currency of the underlying obligation and converted into U.S. dollars at a rate of exchange prevailing on the date of entry of the judgment or decree.
Risks relating to index linked notes or notes linked to certain assets
Index linked notes or notes linked to certain assets may have risks not associated with a conventional debt security
      An investment in index linked notes or notes linked to certain assets (including, for example, credit linked notes, equity linked notes or commodity linked notes, each of which we refer to as an asset linked note) entails significant risks that are not associated with an investment in a conventional fixed rate debt security. Indexation of the interest rate of a note may result in an interest rate that is less than that payable on a conventional fixed rate debt security issued at the same time, including the possibility that no interest will be paid. Indexation of the principal of and/or premium on a note may result in an amount of principal and/or premium payable that is less than the original purchase price of the note, including the possibility that no amount will be paid. The secondary market for index linked notes or asset linked notes will be affected by a number of factors, in addition to and

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independent of our creditworthiness. Such factors include the volatility of the index or asset selected, the time remaining to the maturity, if any, of the notes, the amount outstanding of the notes and market interest rates. The value of an index or an asset can depend on a number of interrelated factors, including economic, financial and political events, over which we have no control. Additionally, if the formula used to determine the amount of principal, premium and interest, in each case if any, payable with respect to index linked notes contains a multiple or leverage factor, the effect of any change in the index will be increased. The historical experience of an index or the market price of an underlying asset (that is, the asset to which an asset linked note is linked) should not be taken as an indication of its future performance. With respect to asset linked notes providing for physical settlement, there is a risk that the asset may cease to be available or cease to have value. Thus, if you purchase an index linked note or asset linked note, you may lose all or a portion of the principal or other amount you invest and may receive no interest on your investment. Accordingly, you should consult your own financial and legal advisors as to the risks entailed by an investment in index linked notes or asset linked notes.
Changes in the value of underlying assets of index linked notes or asset linked notes could result in a substantial loss to you
      An investment in index linked notes or asset linked notes may have significant risks that are not associated with a similar investment in a debt instrument that has a fixed principal amount, is denominated in U.S. dollars, and bears interest at either a fixed rate or a floating rate based on nationally published interest rate references.
      The risks of a particular index linked note or asset linked note will depend on the terms of that index linked note or asset linked note. Such risks may include, but are not limited to, the possibility of significant changes in the prices of the underlying assets or economic or other measures making up the relevant index. Underlying assets could include currencies, commodities, securities (individual or baskets), and indices.
      The risks associated with a particular index linked note or asset linked note generally depend on factors over which we have no control and which cannot readily be foreseen. These risks include economic events, political events, and the supply of, and demand for, the underlying assets.
      In recent years, currency exchange rates and prices for various underlying assets have been highly volatile. Such volatility may continue in the future. Fluctuations in rates or prices that have occurred in the past are not necessarily indicative, however, of fluctuations that may occur during the term of any index linked note or asset linked note.
      In considering whether to purchase index linked notes or asset linked note, you should be aware that the calculation of amounts payable on index linked notes may involve reference to prices that are published solely by third parties or entities which are not regulated by the laws of the United States.
      The risk of loss as a result of linking of principal or interest payments on index linked notes or asset linked note to an index and to the underlying assets can be substantial and you may lose all or a portion of the principal and other amount you invest and may receive no interest on your investment. You should consult your own financial and legal advisors as to the risks of an investment in index linked notes or asset linked notes.
The issuer of a security or currency that serves as an underlying asset or comprises part of an index may take actions that may adversely affect an index linked note or asset linked note
      The issuer of a note that serves as an underlying asset or an index or part of an index for an index linked note will have no involvement in the offer and sale of the index linked note and no obligations to the holder of the index linked note. The issuer may take actions, such as a merger or sale of assets, without regard to your interests. Any of these actions could adversely affect the value of a note linked or index linked to the security or to an index of which that security is a component.
      The index for an index linked note may include a currency, and the value of all asset linked notes that do not have physical settlement terms will be denominated in a currency. The government that issues that currency will have no involvement in the offer and sale of the index linked note and no obligations to the holder of the index linked note or asset linked note. That government may take actions that adversely affect the value of such a currency, and therefore the notes.

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The volatility, availability and composition of indices could result in a substantial loss to you
      Certain indices are highly volatile. The expected principal amount payable at maturity of, or the interest rate on, a note based on a volatile index may vary substantially from time to time. Because the principal amount payable at the maturity of, or interest payable on, notes linked to an index is generally calculated based on the value of the relevant index on a specified date or over a limited period of time, volatility in the index increases the risk that the return on the notes may be adversely affected by a fluctuation in the level of the relevant index.
      The volatility of any index may be affected by political or economic events, including governmental actions, or by the activities of participants in the relevant markets. Any of these could adversely affect the value of or return on a note linked to such index.
      Certain indices reference several different currencies, commodities, securities or other financial instruments. The compiler of such an index typically reserves the right to alter the composition of the index and the manner in which the value of the index is calculated. Such an alteration may result in a decrease in the value of or return on a note which is linked to such index.
      An index or underlying asset may become unavailable due to such factors as war, natural disasters, cessation of publication of the index, or suspension of or disruption in trading in the currency or currencies, commodity or commodities, security or securities or other financial instrument or instruments comprising or underlying such index. If an index or underlying asset becomes unavailable, the determination of principal of or interest on a note linked to an index may be delayed or an alternative method may be used to determine the value of the unavailable index. Alternative methods of valuation are generally intended to produce a value similar to the value resulting from reference to the relevant index. However, it is unlikely that such alternative methods of valuation will produce values identical to those which would be produced were the relevant index to be used. An alternative method of valuation may result in a decrease in the value of or return on a note linked to an index or an asset.
      Notes may be linked to indices which are not commonly utilized or have been recently developed. The lack of a trading history may make it difficult to anticipate the volatility or other risks to which such a note is subject. In addition, there may be less trading in such indices or instruments underlying such indices, which could increase the volatility of such indices and decrease the value of or return on notes relating thereto.

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DESCRIPTION OF DEBT SECURITIES
      The following description supplements the description of the general terms and provisions of the debt securities set forth in the accompanying prospectus under the heading “Description of debt securities”. The specific terms of the notes offered will be included in a pricing supplement or a product supplement. The accompanying prospectus contains a detailed summary of additional provisions of the notes and of the indenture, dated February 20, 2004, between Eksportfinans and The Bank of New York, as trustee (referred to as the trustee), under which the notes will be issued (the indenture). This is the same indenture under which we issued notes relating to Registration Statement Nos. 333-112973 and 333-124095. Certain provisions of this section are summaries of the accompanying prospectus and subject to its detailed provisions. You should read all the provisions of the accompanying prospectus, including information incorporated by reference, the applicable pricing supplement, any applicable product supplement and the indenture.
General terms of the notes
Principal amount
      We may offer from time to time the notes described in this prospectus supplement, in any applicable pricing supplement and in any applicable product supplement. We refer to the offering of the notes as our medium-term note program. The notes are being offered on a continuous basis.
Types of notes
      We may issue fixed rate notes and floating rate notes, which are distinguishable by the manner in which they bear interest.
Fixed rate notes
      Fixed rate notes are notes that typically bear interest at a fixed rate. However, fixed rate notes include zero coupon notes, which bear no interest and are instead issued at a price lower than the principal amount. Any interest will be paid on fixed rate notes on dates specified in the applicable pricing supplement or product supplement.
Floating rate notes
      Floating rate notes provide an interest rate determined, and adjusted periodically, by reference to any of the following interest rate bases or formulae: Commercial Paper Rate, LIBOR, EURIBOR, Prime Rate, Treasury Rate, CD Rate, CMT Rate, CMS Rate, Federal Funds Rate or any other rate specified in any applicable pricing supplement or product supplement. Interest will be paid on floating rate notes on dates determined at the time of issuance and as specified in any applicable pricing supplement or product supplement. In some cases the rates may also be adjusted by adding or subtracting a spread or multiplying by a spread multiplier and there may be a maximum rate and a minimum rate.
Index linked or asset linked notes
      The notes may be issued from time to time as notes of which the principal and premium and interest, if any, will be determined by reference to prices, changes in prices, or differences between prices, of currencies, commodities, derivatives, securities, baskets of securities, or indices based on other price, economic or other measures, in each case as set forth in the applicable pricing supplement or product supplement. These notes are referred to as index linked notes or asset linked notes. Holders of such notes may receive a principal amount at maturity, if any, that is greater than or less than the face amount of the notes depending upon the relative value of the specified index or underlying asset. Information as to the method for determining the amount of principal, premium and interest, in each case if any, payable in respect of index linked notes or asset linked notes, the time and manner of such payments, certain historical information with respect to the specified index or asset, material tax considerations and other information will be set forth in the applicable pricing supplement or product

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supplement. You should read carefully that information and the section entitled “Risk factors — Risks relating to index linked notes or notes linked to certain assets”.
Amortizing notes
      We may from time to time offer fixed rate notes on which all or a portion of the principal amount is payable before the stated maturity, if any, in accordance with a schedule, by application of a formula or by reference to an index. These notes are referred to as amortizing notes. Unless otherwise specified in the applicable pricing supplement or product supplement, interest on each amortizing note will be computed on the basis of a 360-day year of twelve 30-day months. Payments with respect to amortizing notes will be applied first to interest and then to principal. Further information concerning additional terms and provisions of amortizing notes, including repayment information, will be specified in the applicable pricing supplement or product supplement.
Exchangeable notes
      We may issue notes, which we refer to as exchangeable notes, that are optionally or mandatorily exchangeable into:
  • the securities of an entity other than the issuer, including securities of entities not affiliated with us,
 
  • a basket of those securities, or
 
  • any combination of the above.
      The exchangeable notes may or may not bear interest or be issued with original issue discount or at a premium. The general terms of the exchangeable notes are described below.
Optionally exchangeable notes
      The holder of an optionally exchangeable note may, during a period, or at a specific time or times, exchange the note for the underlying securities at a specified rate of exchange. If specified in the applicable pricing supplement or product supplement, we will have the option to redeem the optionally exchangeable note prior to maturity, if any. If the holder of an optionally exchangeable note does not elect to exchange the note prior to maturity, if any, or any applicable redemption date, the holder will receive the principal amount of the note plus any accrued interest at maturity, if any, or upon redemption.
Mandatorily exchangeable notes
      At maturity, if any, the holder of a mandatorily exchangeable note must exchange the note for the underlying securities at a specified rate of exchange, and, therefore, depending upon the value of the underlying securities at maturity, if any, the holder of a mandatorily exchangeable note may receive less than the principal amount of the note at maturity, if any. If so indicated in the applicable pricing supplement or product supplement, the specified rate at which a mandatorily exchangeable note may be exchanged may vary depending on the value of the underlying securities so that, upon exchange, the holder participates in a percentage, which may be less than, equal to, or greater than 100% of the change in value of the underlying securities. Mandatorily exchangeable notes may include notes where we have the right, but not the obligation, to require holders of notes to exchange their notes for the underlying securities.
Payments upon exchange
      The applicable pricing supplement or product supplement will specify whether upon exchange, at maturity, if any, or otherwise, the holder of an exchangeable note may receive, at the specified exchange rate, either the underlying securities or the cash value of the underlying securities. The underlying securities may be the securities of either U.S. or foreign entities or both. The exchangeable notes may or may not provide for protection against fluctuations in the exchange rate between the currency in which that note is denominated and the currency or currencies in which the market prices of the underlying security or securities are quoted. Exchangeable notes may have other terms, which will be specified in the applicable pricing supplement or product supplement.

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Special requirements for exchange of global securities
      If an optionally exchangeable note is represented by a global note, the depositary’s nominee will be the holder of that note and therefore will be the only entity that can exercise a right to exchange. In order to ensure that the depositary’s nominee will timely exercise a right to exchange a particular note or any portion of a particular note, the beneficial owner of the note must instruct the broker or other direct or indirect participant through which it holds an interest in that note to notify the depositary of its desire to exercise a right to exchange. Different firms have different deadlines for accepting instructions from their customers. Each beneficial owner should consult the broker or other participant through which it holds an interest in a note in order to ascertain the deadline for ensuring that timely notice will be delivered to the depositary.
Payments upon acceleration of maturity or tax redemption
      If the principal amount payable at maturity, if any, of any exchangeable note is declared due and payable prior to maturity, if any, the amount payable on:
  • an optionally exchangeable note will equal the face amount of the note plus accrued interest, if any, to but excluding the date of payment, except that if a holder has exchanged an optionally exchangeable note prior to the date of acceleration or tax redemption without having received the amount due upon exchange, the amount payable will be an amount in cash equal to the amount due upon exchange and will not include any accrued but unpaid interest, and
 
  • a mandatorily exchangeable note will equal an amount determined as if the date of acceleration or tax redemption were the maturity date, if any, plus accrued interest, if any, to but excluding the date of payment.
      For the purpose of determining whether holders of the requisite principal amount of securities outstanding under the indenture have made a demand or given a notice or waiver or taken any other action, the outstanding principal amount of index linked notes will be deemed to be the face amount of the index linked notes. In the event of an acceleration of the maturity, if any, of an index linked note, the principal amount payable to the holder of that note upon acceleration will be the principal amount determined by reference to the formula by which the principal amount of the note would be determined on the maturity date, if any, as if the date of acceleration were the maturity date, if any.
Original issue discount notes
      We may from time to time offer original issue discount notes. The applicable pricing supplement or product supplement for the original issue discount notes may provide that the holders will not receive periodic interest payments. Additional provisions relating to the original issue discount notes may be described in the applicable pricing supplement or product supplement. By an original issue discount note, we mean either:
  • a note, including any zero coupon note, that has a stated redemption price at stated maturity, if any, that exceeds its issue price by at least 0.25% of its stated redemption price at maturity, if any, multiplied by the number of full years from the original issue date to stated maturity, if any, or
 
  • any other note we designate as issued with original issue discount for U.S. Federal income tax purposes.
      For the purpose of determining whether holders of the requisite principal amount of notes outstanding under the indenture have made a demand or given a notice or waiver or taken any other action, the outstanding principal amount of original issue discount notes shall be deemed to be the amount of the principal that would be due and payable upon acceleration of the stated maturity, if any, as of the date of such determination. See “U.S. taxation — U.S. Federal income tax consequences to U.S. holders — Original issue discount” below for further information about tax consequences of an investment in original issue discount notes.
Dual currency notes
      We may from time to time offer notes for which we have a one-time option to pay the principal, premium and interest, in each case if any, on the notes in an optional currency specified in the applicable pricing

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supplement that is a different currency from the currency specified in the note. These notes are referred to as dual currency notes. We shall specify in the applicable pricing supplement or product supplement for the dual currency note:
  • the specified currency,
 
  • the optional payment currency,
 
  • the designated exchange rate,
 
  • the option election dates, and
 
  • the interest payment dates for dual currency notes.
      The amounts payable and the method for calculating these amounts with respect to dual currency notes and any additional terms and conditions of any issue of dual currency notes will be specified in the applicable pricing supplement or product supplement.
Maturity
      Unless redeemed by us or repurchased at the option of the holder, or accelerated after a default, or otherwise each note, other than a note with no maturity date, will mature on a Business Day as specified in the applicable pricing supplement or product supplement.
Extension of maturity
      If we have provided in any note the option for us to extend the stated maturity, if any, for one or more periods, each an extension period, up to but not beyond the final maturity date, if any, described in the applicable pricing supplement or product supplement relating to such note, such pricing supplement or product supplement will indicate such option and the basis or formula, if any, for setting the interest rate, in the case of a fixed rate note, or the spread and/or spread multiplier, in the case of a floating rate note, applicable to any such extension period, and such pricing supplement or product supplement will describe any special tax consequences to holders of such notes.
      We may exercise such option with respect to a note by notifying the trustee of such exercise at least 45 but not more than 60 calendar days (unless otherwise specified in the applicable pricing supplement or product supplement) prior to the original stated maturity, if any, of such note, in effect prior to the exercise of such option. No later than 40 calendar days (unless otherwise specified in the applicable pricing supplement or product supplement) prior to the original stated maturity, if any, the trustee will mail to the holder of such note an extension notice relating to such extension period, first class, postage prepaid, setting forth:
  • our election to extend the stated maturity, if any, of such note,
 
  • the new stated maturity,
 
  • in the case of a fixed rate note, the interest rate applicable to the extension period or, in the case of a floating rate note, the spread and/or spread multiplier applicable to the extension period, and
 
  • the provisions, if any, for redemption during the extension period, including the date or dates on which or the period or periods during which and the price or prices at which such redemption may occur during the extension period.
      When the trustee has mailed an extension notice to the holder of a note, the stated maturity, if any, of such note shall be extended automatically as described in the extension notice, and, except as modified by the extension notice and as described in the next paragraph, such note will have the same terms as prior to the mailing of such extension notice.
      Notwithstanding the above, not later than 20 calendar days (unless otherwise specified in the applicable pricing supplement or product supplement) prior to the original stated maturity, if any, for a note, we may, at our option, revoke the interest rate, in the case of a fixed rate note, or the spread and/or spread multiplier, in the case

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of a floating rate note, provided for in the extension notice and establish a higher interest rate, in the case of a fixed rate note, or a higher spread and/or spread multiplier, in the case of a floating rate note, for the extension period by mailing or causing the trustee to mail notice of such higher interest rate or higher spread and/or spread multiplier, as the case may be, first class, postage prepaid, to the holder of such note. Such notice shall be irrevocable. All notes with respect to which the stated maturity, if any, is extended will bear such higher interest rate, in the case of a fixed rate note, or higher spread and/or spread multiplier, in the case of a floating rate note, for the extension period.
      If we elect to extend the stated maturity, if any, of a note, the direct holder of such note will have the option to elect repayment of such note by us at the original stated maturity, if any, at a price equal to the principal amount of such note plus any accrued interest to such date. In order for a note to be so repaid on the original stated maturity, if any, the direct holder must follow the procedures described below under “Optional early redemption (put)” for optional repayment, except that the period for delivery of such note or notification to the trustee shall be at least 25 but not more than 35 calendar days (unless otherwise specified in the applicable pricing supplement or product supplement) prior to the original stated maturity, if any, and except that a direct holder who has tendered a note for repayment pursuant to an extension notice may, by written notice to the trustee, revoke any such tender for repayment until the close of business on the tenth day prior to the original stated maturity, if any.
Redenomination
      If payments on the notes are to be made in a foreign currency and the issuing country of that currency becomes a participating member state of the European Monetary Union, then we may, solely at our option and without the consent of holders or the need to amend the indenture or the notes, redenominate all of those notes into euro (whether or not any other similar debt securities are so redenominated) on any interest payment date and after the date on which that country became a participating member state. We will give holders at least 30 calendar days’ notice of the redenomination, including a description of the way we will implement it.
      If we elect to redenominate a tranche of notes, the election to redenominate will have effect, as follows:
  • each denomination will be deemed to be denominated in such amount of euro as is equivalent to its denomination or the amount of interest so specified in the relevant foreign currency at the fixed conversion rate adopted by the Council of the European Union for the relevant foreign currency, rounded down to the nearest € 0.01,
 
  • after the redenomination date, all payments in respect of those notes, other than payments of interest in respect of periods commencing before the redenomination date, will be made solely in euro as though references in those notes to the relevant foreign currency were to euro. Payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee, or at the option of the payee, by a euro check,
 
  • if those notes are notes which bear interest at a fixed rate and interest for any period ending on or after the redenomination date is required to be calculated for a period of less than one year, it will be calculated on the basis of the applicable fraction specified in the applicable pricing supplement or product supplement,
 
  • if those notes are notes which bear interest at a floating rate, the applicable pricing supplement or product supplement will specify any relevant changes to the provisions relating to interest, and
 
  • such other changes shall be made to the terms of those notes as we may decide, after consultation with the trustee, and as may be specified in the notice, to conform them to conventions then applicable to debt securities denominated in euro or to enable those notes to be consolidated with other notes, whether or not originally denominated in the relevant foreign currency or euro. Any such other changes will not take effect until after they have been notified to the holders.

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Ranking
      The notes will be unsecured indebtedness and, unless otherwise specified in any applicable pricing supplement or product supplement, will constitute a single series of debt securities issued under the indenture. Unless otherwise provided in the applicable pricing supplement or product supplement, the notes will rank equally in right of payment to all of our other existing and future unsecured and unsubordinated debt. If subordinated notes are issued as indicated in the applicable pricing supplement or product supplement, such notes will be subordinate in right of payment to the prior payment in full of all senior debt of the issuer, as described in the accompanying prospectus under the heading “Description of debt securities — Subordination”.
Rating
      A pricing supplement or product supplement may indicate that the notes are expected on issue to be assigned a particular rating by Moody’s Investors Service, Standard & Poor’s Ratings Services, a Division of the McGraw-Hill Companies or Fitch Ratings Limited. A security rating is not a recommendation to buy, sell or hold the securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organization. A security rating will depend on, among other things, the criteria used by the assigning rating organization in issuing ratings. Real or anticipated changes in the rating, including changes due to a change in the criteria used by the rating organization, will generally affect the value of the notes.
Form, exchange and transfer
      The form, exchange or transfer of notes will be described and effected as specified in the accompanying prospectus under the headings “Description of debt securities — Form, exchange and transfer” and “Description of debt securities — Global securities”.
      Unless the applicable pricing supplement or product supplement specifies otherwise, the notes will be represented by one or more global notes that will be deposited with and registered in the name of the Depository Trust Company (DTC) or its nominee. Additionally, from time to time as specified in the applicable pricing supplement or product supplement, we may issue the notes represented by one or more global notes deposited with and registered in the name of Euroclear (Euroclear) and/or Clearstream, Luxembourg (Clearstream) or their nominees.
      Except as described in the accompanying prospectus under “Description of debt securities — Global securities”, a global note is not exchangeable, except for a global note of like denomination to be registered in the name of the depositary or their respective nominees.
      Investors may elect to hold interests in the notes held by DTC through Clearstream or Euroclear if they are participants in those systems, or indirectly through organizations which are participants in those systems. Clearstream and Euroclear will hold interests on behalf of their participants through securities accounts in the names of Clearstream and Euroclear on the books of their respective depositaries, which in turn will hold such interests in the registered notes in securities accounts in the depositaries’ names on the books of DTC.
      Clearstream and Euroclear have provided us with the following information:
Clearstream
      Clearstream is incorporated under the laws of Luxembourg as a professional depositary. Clearstream holds securities for its participating organizations (Clearstream participants) and facilitates the clearance and settlement of securities transactions between Clearstream participants through electronic book-entry changes in accounts of Clearstream participants, thereby eliminating the need for physical movement of certificates. Clearstream provides to Clearstream participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic securities markets in several countries. As a professional depositary, Clearstream is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier). Clearstream participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and

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certain other organizations and may include the agents. Clearstream participants in the U.S. are limited to securities brokers and dealers and banks. Indirect access to Clearstream is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream participant either directly or indirectly.
      Distributions with respect to notes held beneficially through Clearstream will be credited to cash accounts of Clearstream participants in accordance with its rules and procedures, to the extent received by the U.S. depositary for Clearstream.
Euroclear
      Euroclear was created in 1968 to hold securities for participants of Euroclear (Euroclear participants) and to clear and settle transactions between Euroclear participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear performs various other services, including securities lending and borrowing and interacts with domestic markets in several countries. Euroclear is operated by Euroclear Bank S.A./N.V. (the Euroclear operator) under contract with Euroclear plc, a U.K. corporation. All operations are conducted by the Euroclear operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear operator, not Euroclear plc. Euroclear plc establishes policy for Euroclear on behalf of Euroclear participants. Euroclear participants include banks, including central banks, securities brokers and dealers and other professional financial intermediaries and may include the underwriters. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear participant, either directly or indirectly.
      The Euroclear operator is a Belgian bank. As such it is regulated by the Belgian Banking and Finances Commission. Securities clearance accounts and cash accounts with the Euroclear operator are governed by the terms and conditions governing use of Euroclear and the related operating procedures of the Euroclear System, and applicable Belgian law (collectively, the terms and conditions). The terms and conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific clearance accounts. The Euroclear operator acts under the terms and conditions only on behalf of Euroclear participants, and has no record of or relationship with persons holding through Euroclear participants.
      Distributions with respect to notes held beneficially through Euroclear will be credited to the cash accounts of Euroclear participants in accordance with the terms and conditions, to the extent received by the U.S. depositary for Euroclear.
      Euroclear has further advised the issuer that investors that acquire, hold and transfer interests in the notes by book-entry through accounts with the Euroclear operator or any other securities intermediary are subject to the laws and contractual provisions governing their relationship with their intermediary, as well as the laws and contractual provisions governing the relationship between such an intermediary and each other intermediary, if any, standing between themselves and the global securities certificates.
Global clearance and settlement procedures
      Initial settlement for the notes will be made in immediately available funds. Secondary market trading between DTC participants will occur in the ordinary way in accordance with DTC rules and will be settled in immediately available funds using DTC’s Same Day Funds Settlement System. Secondary market trading between Clearstream participants and/or Euroclear participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream and Euroclear and will be settled using the procedures applicable to conventional eurobonds in immediately available funds.
      Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through Clearstream participants or Euroclear participants, on the other, will be effected through DTC in accordance with DTC rules on behalf of the relevant European international clearing system by

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its U.S. depositary; however, such cross market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures and within its established deadlines. The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its U.S. depositary to take action to effect final settlement on its behalf by delivering or receiving notes through DTC, and making or receiving payment in accordance with normal procedures for same day funds settlement applicable to DTC. Clearstream participants and Euroclear participants may not deliver instructions directly to their respective U.S. depositaries.
      Because of time zone differences, credits of notes received through Clearstream or Euroclear as a result of a transaction with a DTC participant will be made during subsequent securities settlement processing and dated the business day following the DTC settlement date. Such credits or any transactions in such notes settled during such processing will be reported to the relevant Euroclear participants or Clearstream participants on such business day. Cash received in Clearstream or Euroclear as a result of sales of notes by or through a Clearstream participant or a Euroclear participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as the business day following settlement in DTC.
      Although DTC, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of notes among participants of DTC, Clearstream and Euroclear, they are under no obligation to perform or continue to perform such procedures and such procedures may be modified or discontinued at any time. Neither we nor the paying agent will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective direct or indirect participants of their obligations under the rules and procedures governing their operations.
Currency
      The notes may be denominated in U.S. dollars or in foreign currencies or composite currency units, which will be described in any applicable pricing supplement or product supplement. Such foreign currency or composite currency unit is referred to as the specified currency. If a specified currency is not described in a pricing supplement or product supplement, the notes will be denominated in U.S. dollars and payments of principal, premium and interest, in each case if any, will be made in U.S. dollars in the manner described in this prospectus supplement. If any of the notes are to be denominated in a foreign currency, additional information about the terms of these notes and other matters of interest to the holders of these notes will be described in a pricing supplement or product supplement.
Denominations
      The authorized denominations of the notes denominated in U.S. dollars will be $1,000.00 and any multiple thereof unless otherwise specified in any applicable pricing supplement or product supplement. The authorized denominations of notes denominated in a foreign currency will be set forth in any applicable pricing supplement or product supplement.
Payment of principal and interest
Payments on book-entry notes
Notes denominated in U.S. dollars
      Payments of principal, premium and interest, in each case if any, on the notes will be made pursuant to the applicable procedures of the depositary detailed in the accompanying prospectus under the heading “Description of debt securities – Global securities”.
Notes denominated other than in U.S. dollars
      We understand that pursuant to the current practices of DTC, DTC elects to have all payments made on global notes for which it is the depositary made in U.S. dollars, regardless of the specified currency, unless notified by a bank or broker participating in its book-entry system through which an indirect holder’s beneficial

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interest in a global note may be held, that such indirect holder elects to receive payment in the specified currency outside of the facilities of DTC. Unless otherwise specified in the applicable pricing supplement or product supplement, the following must occur for a beneficial owner of notes in book-entry form that are denominated in a specified currency other than U.S. dollars to receive payments of principal or any premium or interest in that specified currency:
  • The beneficial owner must notify the participant of the depositary through which its interest is held on or before the applicable regular record date, in the case of a payment of interest, and on or before the sixteenth day, whether or not a Business Day, before the stated maturity of the notes (if any), in the case of principal or premium, of the beneficial owner’s election to receive all or a portion of any payment in a specified currency; the participant must notify the depositary of any election on or before the third Business Day after the regular record date, and
 
  • The depositary must notify the paying agent of the election on or before the fifth Business Day after the regular record date in the case of payment of interest or the tenth Business Day prior to the payment date for any payment of principal or premium.
      If complete instructions are received by the participant and forwarded to the depositary, and forwarded by the depositary to the paying agent, on or before the relevant dates, the beneficial owner of the notes in book-entry form will receive payment in the specified currency and the paying agent will pay such amount in the specified currency to the participant directly. See additional discussion with respect to non-U.S. dollar denominated notes in “Special provisions relating to foreign currency notes”. If the preceding procedures are not followed, an indirect owner will receive payment through the facilities of the depositary in U.S. dollars.
Payment on certificated notes
Notes denominated in U.S. dollars
      Where payments of principal, premium and interest, in each case if any, and interest for a certificated note are to be made in U.S. dollars, payments will be made in immediately available funds, provided that the note is presented to the trustee in time for the trustee to make the payments in such funds in accordance with its normal procedures. Notwithstanding the foregoing, where payments of interest and, in the case of amortizing notes, principal and premium, if any, with respect to any certificated note, other than amounts payable at maturity, if any, are to be made in U.S. dollars, the payments may, at our option, be paid by check mailed to the address of the person in whose name a certificated note is registered at the close of business on the applicable record date, as such address appears in the security register.
Notes denominated other than in U.S. dollars
      Unless we otherwise indicate in the applicable pricing supplement or product supplement, payments of principal, premium and interest, in each case if any, with respect to any certificated note to be made in a specified currency other than U.S. dollars will be paid in immediately available funds by wire transfer to such account maintained by the holder with a bank designated by the holder on or prior to the regular record date or at least 15 calendar days prior to maturity, if any, as the case may be, provided that such bank has the appropriate facilities for such a payment in the specified currency. However, it is also necessary that with respect to payments of principal, premium and interest, in each case if any, at maturity, if any, the note is presented to the trustee in time for the trustee to make such payment in accordance with its normal procedures, which shall require presentation no later than two Business Days prior to maturity, if any, in order to ensure the availability of immediately available funds in the specified currency at maturity, if any. A holder must make such designation by filing the appropriate information with the trustee and, unless revoked, any such designation made with respect to any note will remain in effect with respect to any further payments payable to such holder with respect to such note.
      If we so specify in the applicable pricing supplement or product supplement, payments of principal and premium, in each case if any, and interest with respect to any foreign currency note that is a certificated note, will be made in U.S. dollars if the holder of such note elects to receive all such payments in U.S. dollars by delivery of

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a written request to the trustee either on or prior to the regular record date for such certificated note or at least 15 calendar days prior to maturity, if any. Such election may be in writing, mailed or hand delivered, or by cable, telex or other form of facsimile transmission, to the trustee. A holder of a foreign currency note which is a certificated note may elect to receive payment in U.S. dollars for all principal, premium and interest payments, in each case if any and need not file a separate election for each payment. Such election will remain in effect until revoked by written notice to the trustee, but written notice of such revocation must be received by the trustee either on or prior to the regular record date or at least 15 calendar days prior to maturity, if any.
      Holders of foreign currency notes whose notes are held in the name of a broker or nominee should contact such broker or nominee to determine whether and how an election to receive payments in U.S. dollars may be made.
Calculation of exchange rate
      The U.S. dollar amount to be received by a holder of a note with a specified currency other than U.S. dollars, whether such note is held in certificated or book-entry form, will be based upon the exchange rate as determined by the exchange rate agent based on the most favorable bid quotation of U.S. dollars for us received by such exchange rate agent at approximately 11:00 a.m., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange dealers in The City of New York selected by the exchange rate agent and approved by us, one of which may be the exchange rate agent, for the purchase by the quoting dealer, for settlement on such payment date, of the aggregate amount of the specified currency payable on such payment date in respect of all notes denominated in such specified currency. If three quoting dealers are not available, then two dealers will be used. If no such bid quotations are available, payments will be made in the specified currency, unless such specified currency is unavailable due to the imposition of exchange controls or other circumstances beyond our control, in which case payment will be made as described below under “Special provisions relating to foreign currency notes”. All currency exchange costs will be borne by the holders of such notes by deductions from such payments. Unless we otherwise specify in the applicable pricing supplement or product supplement, Citibank N.A., will be the exchange rate agent for the notes.
      In the event of an official redenomination of a specified currency for a note, our obligations with respect to payments on a note denominated in that currency will be deemed immediately following such redenomination to provide for payment of equivalent amounts of redenominated currency. In no event will any adjustment be made to any amount payable under a note as a result of any change in the value of a specified currency relative to any other currency due solely to fluctuations in exchange rates.
Interest and interest rates
      Unless otherwise specified in the applicable pricing supplement or product supplement, each note will accrue any interest from and including its date of issue or from and including the most recent date to which interest on the note has been paid or duly provided for. The applicable pricing supplement or product supplement will designate whether a particular note bears interest at a fixed or floating rate. In the case of a floating rate note, the applicable pricing supplement or product supplement will also specify whether the note will bear interest based on the Commercial Paper Rate, LIBOR, EURIBOR, the Prime Rate, the Treasury Rate, the CD Rate, the CMT Rate, the CMS Rate, the Federal Funds Rate or on another interest rate or combination of interest rate bases set forth in the applicable pricing supplement or product supplement.
      The rate of interest on floating rate notes will reset daily, weekly, monthly, quarterly, semi-annually, annually or otherwise. The reset dates will be specified in the applicable pricing supplement or product supplement and on the face of each note. See “Interest rate reset” below. In addition, the applicable pricing supplement or product supplement will specify the spread or spread multiplier, if any, and the maximum interest rate or minimum interest rate, if any, applicable to each floating rate note.
      The interest rate on the notes will in no event be higher than the maximum rate permitted by applicable law.

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      Interest on a note will be payable on the first interest payment date following its date of issue, unless the date of issue is on or after the record date for the first interest payment date, in which case interest will be payable beginning on the second interest payment date following the date of issuance.
      If any interest payment date with respect to any floating rate note, other than an interest payment date that is also the maturity date of that note, if any, falls on a day that is not a Business Day, that interest payment date will be postponed to the next day that is a Business Day and interest will continue to accrue. However, in the case of a LIBOR or EURIBOR note, if the next Business Day is in the following calendar month, the interest payment date will be the preceding Business Day. If the maturity date, if any, of any floating or fixed rate note, or an interest payment date for any fixed rate note falls on a day that is not a Business Day, payment of principal, premium, interest, in each case if any, with respect to that note will be paid on the next Business Day. No interest on that payment will accrue from and after that maturity date, if any, or interest payment date. Interest payable at maturity, if any, will be payable to the person to whom principal is payable.
      Interest rates we offer with respect to the notes may differ depending upon, among other things, the aggregate principal amount of notes purchased in any single transaction. We may from time to time change interest rates, interest rate formulas and other variable terms of the notes. No change, however, will affect any note already issued or as to which an offer to purchase has been accepted by us.
Fixed rate notes
      The applicable pricing supplement or product supplement relating to an offering of fixed rate notes will designate one or more fixed rates of interest per year payable on the notes. The rate may change as described above under “Extension of maturity” and below under “Interest rate reset”. The rate of interest may be zero. Interest on the notes will be payable in arrears on the interest payment dates specified in the applicable pricing supplement or product supplement. Unless otherwise specified in the applicable pricing supplement or product supplement, the regular record dates for payment of interest will be the date (whether or not a Business Day) that is 15 calendar days (unless otherwise specified in the applicable pricing supplement or product supplement) immediately preceding the interest payment dates specified in the applicable pricing supplement or product supplement; and interest, if any, on U.S. dollar-denominated fixed rate notes will be computed on the basis of a 360-day year of twelve 30-day months.
Floating rate notes
      Unless we otherwise specify in the applicable pricing supplement or product supplement, each floating rate note will bear interest at a variable rate determined by reference to an interest rate formula or formulas, which may be adjusted by adding or subtracting the spread and/or multiplying by the spread multiplier, each as described below. A floating rate note may also have either or both of the following:
  • a maximum numerical interest rate limitation, or ceiling, on the rate of interest which may accrue during any interest period, and
 
  • a minimum numerical interest rate limitation, or floor, on the rate of interest that may accrue during any interest period.
      The spread is the number of basis points specified by us in the applicable pricing supplement or product supplement as being applicable to the interest rate for such note. The spread multiplier is the percentage specified by us in the applicable pricing supplement or product supplement as being applicable to the interest rate for such note.
      The applicable pricing supplement or product supplement relating to a floating rate note will designate an interest rate basis or bases for such floating rate note. Such basis or bases may be:
  • the Commercial Paper Rate, in which case such note will be a Commercial Paper Rate note,
 
  • LIBOR, in which case such note will be a LIBOR note,
 
  • EURIBOR in which case such note will be a EURIBOR note,

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  • the Prime Rate, in which case such note will be a Prime Rate note,
 
  • the Treasury Rate, in which case such note will be a Treasury Rate note,
 
  • the CD Rate, in which case such note will be a CD Rate note,
 
  • the CMT Rate, in which case such note will be a CMT Rate note,
 
  • the CMS Rate, in which case such note will be a CMS Rate note,
 
  • the Federal Funds Rate, in which case such note will be a Federal Funds Rate note, or
 
  • such other interest rate formula or formulae (which may include a combination of more than one of the interest rate bases described above) as may be described in the applicable pricing supplement or product supplement.
      In addition, in the applicable pricing supplement or product supplement we will define or particularize for each note the following terms, if applicable: initial interest rate, interest payment dates, Index Maturity, Index Currency, Calculation Date and Interest Reset Date with respect to such note.
      Unless otherwise specified in the applicable pricing supplement or product supplement, Citibank, N.A. will be the calculation agent with respect to the calculation of rates of interest payable on floating rate notes. The calculation agent will promptly notify the trustee (and, in the case of floating rate notes listed on the Luxembourg Stock Exchange, the Luxembourg paying agent) of each determination of the interest rate. The calculation agent will also notify the trustee (and, in the case of floating rate notes listed on the Luxembourg Stock Exchange, the Luxembourg paying agent) of the interest rate, the interest amount, the interest period and the interest payment date related to each interest reset date as soon as such information is available. The calculation agent and the Luxembourg paying agent will make such information available to the holders of such notes upon request and, in the case of notes listed on the Luxembourg Stock Exchange, the Luxembourg Stock Exchange. The calculation agent’s determination of any interest rate, and its calculation of the amount of interest for any interest period, will be final and binding in the absence of manifest error. Upon the request of a registered holder of a floating rate note, the calculation agent will provide the interest rate then in effect and, if different, the interest rate that will become effective as a result of a determination made on the most recent Interest Determination Date with respect to that floating rate note.
      Unless otherwise specified in the applicable pricing supplement or product supplement:
  • the regular record date for payment of interest will be the fifteenth day before the day on which interest will be paid, whether or not such day is a Business Day, and
 
  • each interest payment on any floating rate note will include interest accrued from and including the date of issue or the last date to which interest has been paid, as the case may be, to, but excluding, the applicable interest payment date or the date of maturity, if any, as the case may be.
      Accrued interest on a floating rate note will be calculated by multiplying the principal amount of the note by an accrued interest factor. The accrued interest factor will be computed by adding the interest factors calculated for each day in the period for which accrued interest is being calculated. Unless otherwise specified in the applicable pricing supplement or product supplement, the interest factor for each day is computed by dividing the interest rate in effect on that day by:
  • the actual number of days in the year, in the case of Treasury Rate notes and CMT rate notes, or
 
  • 360 days, in the case of all other floating rate notes.
      The interest rate on a floating rate note in effect on any day will be:
  • if the day is an Interest Reset Date, the interest rate with respect to the Interest Determination Date relating to that Interest Reset Date, or
 
  • if the day is not an Interest Reset Date, the interest rate with respect to the Interest Determination Date relating to the preceding Interest Reset Date.

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      The interest rate in effect for the period from the date of issue to, but excluding, the first Interest Reset Date will be the initial interest rate specified in the applicable pricing supplement or product supplement.
      Except as otherwise specified in the applicable pricing supplement or product supplement, all percentages and decimals resulting from any calculation of interest on floating rate notes will be rounded, if necessary, to the nearest one-hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards. For example, 9.876545% (or 0.09876545) will be rounded to 9.87655% (or 0.0987655) and 9.876544% (or 0.09876544) will be rounded to 9.87654% (or 0.0987654). All dollar amounts used in or resulting from any such calculation will be rounded to the nearest cent (with one-half cent being rounded upwards) and, in the case of notes denominated in a specified currency other than U.S. dollars, to the nearest corresponding hundredth of a unit. Amounts of one-half cent, or five one-thousandths of a unit, or more will be rounded upward.
Commercial Paper Rate notes
      A Commercial Paper Rate note will bear interest at an interest rate calculated with reference to the Commercial Paper Rate and the spread or spread multiplier, if any, as specified in the Commercial Paper Rate note and the applicable pricing supplement or product supplement.
      Unless otherwise specified in the applicable pricing supplement or product supplement, the “Commercial Paper Rate” for any Interest Determination Date is the Money Market Yield of the rate on that date for commercial paper having the Index Maturity specified in the applicable pricing supplement or product supplement, as published in H.15(519), on the Calculation Date pertaining to that Interest Determination Date under the heading “Commercial paper — Nonfinancial”.
      The following procedures will be followed if the Commercial Paper Rate cannot be determined as described above:
  • If the rate is not published in H.15(519) by 3:00 p.m., New York City time, on the Calculation Date, the Commercial Paper Rate will be the Money Market Yield of the rate on that Interest Determination Date for commercial paper having the Index Maturity designated in the applicable pricing supplement or product supplement, as published in H.15 Daily Update under the heading “Commercial paper — Nonfinancial”.
 
  • If the rate is not published in either H.15(519) or H.15 Daily Update by 3:00 p.m., New York City time, on the Calculation Date, then the calculation agent will determine the Commercial Paper Rate to be the Money Market Yield of the arithmetic mean of the following offered rates for commercial paper having the Index Maturity specified in the applicable pricing supplement or product supplement and placed for an industrial issuer whose senior unsecured bond rating is “AA”, or the equivalent, from a nationally recognized rating agency: the rates offered as of 11:00 a.m., New York City time, by three leading dealers of commercial paper in The City of New York. The calculation agent, after consultation with us, will select the three dealers referred to above. These dealers may include one or more of the agents named on the cover of this prospectus supplement or their affiliates.
 
  • If fewer than three dealers selected by the calculation agent are quoting as mentioned above, the Commercial Paper Rate will be the Commercial Paper Rate in effect on that Interest Determination Date or, if that Interest Determination Date is the first Interest Determination Date, the initial interest rate.
LIBOR notes
      A LIBOR note will bear interest at an interest rate, calculated with reference to the London Interbank Offered Rate (LIBOR) and the spread or spread multiplier, if any, as specified in the LIBOR note and the applicable pricing supplement or product supplement. Unless otherwise specified in the applicable pricing supplement or product supplement, the calculation agent will determine LIBOR as follows:
      With respect to each interest determination date:
  • If “LIBOR Moneyline Telerate” is specified in the applicable pricing supplement or product supplement, LIBOR will be the rate for deposits in the Index Currency having the Index Maturity specified in

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  the applicable pricing supplement or product supplement, on that Interest Determination Date, as that rate appears on the Designated LIBOR Page as of 11:00 a.m., London time, on that Interest Determination Date.
 
  • If “LIBOR Reuters” is specified in the applicable pricing supplement or product supplement, LIBOR will be the arithmetic mean of the offered rates for deposits in the Index Currency having the Index Maturity specified in the applicable pricing supplement or product supplement, on that Interest Determination Date, as those rates appear on the Designated LIBOR Page as of 11:00 a.m., London time, on that Interest Determination Date, if at least two such offered rates appear on the Designated LIBOR Page.
 
  • If neither “LIBOR Moneyline Telerate” nor “LIBOR Reuters” is specified in the applicable pricing supplement or product supplement as the method for calculating LIBOR, LIBOR will be calculated as if “LIBOR Telerate” had been specified.
 
  • If the Designated LIBOR Page by its terms provides only for a single rate, that single rate will be used regardless of the foregoing provisions requiring more than one rate.

      With respect to any Interest Determination Date on which fewer than the required number of applicable rates appear or no rate appears on the applicable Designated LIBOR Page, the calculation agent will determine LIBOR as follows:
  • LIBOR will be determined on the basis of the rates, at approximately 11:00 a.m., London time, on the Interest Determination Date, offered by four major banks in the London interbank market to prime banks in the London interbank market for deposits in the Index Currency having the Index Maturity designated in the applicable pricing supplement or product supplement, on that Interest Determination Date, and in a principal amount equal to an amount not less than U.S. $1 million that is representative of a single transaction in the market at that time. The calculation agent will select the four banks after consultation with us and request the principal London office of each of those banks to provide a quotation of its rate. These banks may include one or more of the agents named on the cover of this prospectus supplement or their affiliates. If at least two quotations are provided, LIBOR for that Interest Determination Date will be the arithmetic mean of those quotations.
 
  • If fewer than two quotations are provided as mentioned above, LIBOR will be the arithmetic mean of the rates for loans of the following kind to European banks quoted, at approximately 11:00 a.m., in the applicable Financial Center, on the Interest Determination Date, by three major banks in the applicable Financial Center: loans in the Index Currency, having the Index Maturity designated in the applicable pricing supplement or product supplement, on that Interest Determination Date and in a principal amount equal to an amount not less than U.S.$1 million that is representative for a single transaction in that market at that time. The calculation agent, after consultation with us, will select the three banks referred to above. These banks may include one or more of the agents named on the cover of this prospectus supplement or their affiliates.
 
  • If fewer than three banks selected by the calculation agent are quoting as mentioned above, LIBOR will be LIBOR in effect during the prior interest period that Interest Determination Date or, if that Interest Determination Date is the first Interest Determination Date, the initial interest rate.
EURIBOR notes
      Each EURIBOR note will bear interest at an interest rate equal to the Euro Interbank Offered Rate (EURIBOR) and any spread or spread multiplier as specified in the note and the applicable pricing supplement or product supplement.
      Unless otherwise specified in the applicable pricing supplement or product supplement, the calculation agent will determine EURIBOR on each Interest Determination Date as follows:
      The calculation agent will determine the offered rates for deposits in euro for the period of the Index Maturity specified in the applicable pricing supplement or product supplement, commencing on the Interest Reset

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Date, which appears on page 248 on the Bridge Telerate Service or any successor service or any page that may replace page 248 on that service which is commonly referred to as ‘Telerate Page 248’ as of 11:00 a.m., Brussels time, on that date.
      If EURIBOR cannot be determined on an Interest Determination Date as described above, then the calculation agent will determine EURIBOR as follows:
  • The calculation agent for the EURIBOR note will select four major banks in the Euro-zone interbank market. These banks may include one or more of the agents named on the cover of this prospectus supplement or their affiliates.
 
  • The calculation agent will request that the principal Euro-zone offices of those four selected banks provide their offered quotations to prime banks in the Euro-zone interbank market at approximately 11:00 a.m., Brussels time, on the Interest Determination Date. These quotations shall be for deposits in euro for the period of the Index Maturity, commencing on the Interest Reset Date. Offered quotations must be based on a principal amount equal to at least U.S. $1,000,000.00 or the approximate equivalent in euro that is representative of a single transaction in such market at that time.
      If two or more quotations are provided, EURIBOR will be the arithmetic mean of those quotations. If less than two quotations are provided, the calculation agent will select four major banks in the Euro-zone. These banks may include one or more of the agents named on the cover of this prospectus supplement or their affiliates and follow the two steps below:
  • The calculation agent will then determine EURIBOR as the arithmetic mean of rates quoted by those four major banks in the Euro-zone to leading European banks at approximately 11:00 a.m., Brussels time, on the Interest Determination Date. The rates quoted will be for loans in euro, for the period of the Index Maturity, commencing on the Interest Reset Date. Rates quoted must be based on a principal amount of at least U.S. $1,000,000.00 or the approximate equivalent in euro that is representative of a single transaction in such market at that time.
 
  • If the banks so selected by the calculation agent are not quoting rates as described above, EURIBOR for the interest period will be the same as for the immediately preceding interest period. If there is no preceding interest period, EURIBOR will be the initial interest rate.
Prime Rate notes
      A Prime Rate note will bear interest at an interest rate calculated with reference to the Prime Rate and the spread or spread multiplier, if any, as specified in the Prime Rate note and the applicable pricing supplement or product supplement.
      Unless otherwise specified in the note and the applicable pricing supplement or product supplement, the “Prime Rate” for any Interest Determination Date is the prime rate or base lending rate on that date, as published in H.15(519), on the Calculation Date pertaining to the Interest Determination Date under the heading “Bank prime loan” or any successor heading.
      The following procedures will be followed if the Prime Rate cannot be determined as described above:
  • If the rate is not published in H.15(519) prior to 3:00 p.m., New York City time, on the Calculation Date, then the Prime Rate will be the rate on the Interest Determination Date as published in H.15 Daily Update opposite the heading “Bank prime loan” or another recognized electronic source.
 
  • If the above rate is not published in either H.15(519) or H.15 Daily Update by 3:00 p.m., New York City time, on the Calculation Date, then the calculation agent will determine the Prime Rate to be the arithmetic mean of the rates of interest publicly announced by each bank that appears on the Reuters Screen USPRIME1 as that bank’s prime rate or base lending rate in effect for that Interest Determination Date.
 
  • If fewer than four rates appear on the Reuters Screen USPRIME1 as of 11:00 a.m., New York City time, on the Interest Determination Date, then the Prime Rate will be the arithmetic mean of the prime rates or

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  base lending rates quoted, on the basis of the actual number of days in the year divided by a 360-day year, as of the close of business on the Interest Determination Date by four major banks in The City of New York selected by the calculation agent from a list approved by us. These banks may include one or more of the agents named on the cover of this prospectus supplement or their affiliates.
 
  • If fewer than four quotations as described in the paragraph immediately above are provided, then the Prime Rate will be the arithmetic mean of the prime rates or base lending rates furnished by the appropriate number of substitute U.S. banks or trust companies in The City of New York that are subject to supervision or examination by federal or state authority. The calculation agent will select the banks or trust companies referred to above from a list approved by us. These banks may include one or more of the agents named on the cover of this prospectus supplement or their affiliates.
 
  • If the banks selected by the calculation agent are not quoting as mentioned above, the Prime Rate will be the Prime Rate in effect on that Interest Determination Date or, if that Interest Determination Date is the first Interest Determination Date, the initial interest rate.

Treasury Rate notes
      A Treasury Rate note will bear interest at an interest rate calculated with reference to the Treasury Rate and the spread or spread multiplier, if any, as specified in the Treasury Rate note and the applicable pricing supplement or product supplement.
      Unless otherwise specified in the applicable pricing supplement, the “Treasury Rate” for any Interest Determination Date is the rate set at the most recent auction of direct obligations of the United States (Treasury bills) having the Index Maturity designated in the applicable pricing supplement or product supplement, as that rate appears on either Telerate Page 56 or Telerate Page 57 (or any pages that may replace such pages) under the heading “Investment Rate”.
      The following procedures will be followed if the Treasury Rate cannot be determined as described above:
  • If the above rate is not published on Telerate Page 56 or Telerate Page 57 (or any pages that may replace those pages) by 3:00 p.m., New York City time, on the Calculation Date, the Treasury Rate will be the Bond Equivalent Yield of the auction average rate, as otherwise announced by the United States Department of the Treasury, for the Interest Determination Date.
 
  • If the results of the most recent auction of Treasury bills having the Index Maturity designated in the applicable pricing supplement or product supplement are not published or announced as described above by 3:00 p.m., New York City time, on the Calculation Date, or if no auction is held in a particular week, the Treasury Rate will be the Bond Equivalent Yield of the rate set forth in H.15(519) for the Interest Determination Date opposite the Index Maturity under the heading “U.S. government securities/ Treasury bills/ Secondary market”.
 
  • If the above rate is not published in H.15(519) by 3:00 p.m., New York City time, on the Calculation Date, the Treasury Rate will be the Bond Equivalent Yield of the rate set forth in H.15 Daily Update, or another recognized electronic source used for the purpose of displaying that rate, for the Interest Determination Date in respect of the Index Maturity under the heading “U.S. government securities/ Treasury bills/ Secondary market”.
 
  • If the above rate is not published in H.15(519), H.15 Daily Update or another recognized source by 3:00 p.m., New York City time, on the Calculation Date, then the calculation agent will determine the Treasury Rate to be the Bond Equivalent Yield of the arithmetic mean of the following secondary market bid rates for the issue of Treasury bills with a remaining maturity closest to the Index Maturity specified in the applicable pricing supplement or product supplement: the rates bid as of approximately 3:30 p.m., New York City time, on the Interest Determination Date by three leading primary United States government securities dealers. The calculation agent, after consultation with us will select the three dealers referred to above. These dealers may include one or more of the agents named on the cover of this prospectus supplement or their affiliates.

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  • If fewer than three dealers selected by the calculation agent are quoting as mentioned above, the Treasury Rate will be the Treasury Rate in effect on that Interest Determination Date or, if that Interest Determination Date is the first Interest Determination Date, the initial interest rate.
CD Rate notes
      A CD Rate note will bear interest at an interest rate calculated with reference to the CD Rate and the spread or spread multiplier, if any, as specified in the CD Rate note and the applicable pricing supplement or product supplement.
      Unless otherwise specified in the applicable pricing supplement or product supplement, the CD Rate for any Interest Determination Date is the rate on that date for negotiable certificates of deposit having the Index Maturity specified in the applicable pricing supplement or product supplement, as published in H.15(519), on the Calculation Date pertaining to that Interest Determination Date under the heading “CDs (secondary market)” or any successor heading.
      The following procedures will be followed if the CD Rate cannot be determined as described above:
      If the rate is not published in H.15(519) by 3:00 p.m., New York City time, on the Calculation Date, the CD Rate will be the rate on that Interest Determination Date for negotiable U.S. dollar certificates of deposit having the Index Maturity designated in the applicable pricing supplement or product supplement as published in H.15 Daily Update under the heading “CDs (secondary market)” or any successor heading, or another recognized electronic source.
      If the rate is not published in either H.15(519) or H.15 Daily Update by 3:00 p.m., New York City time, on the Calculation Date, then the calculation agent will determine the CD Rate to be the arithmetic mean of the following secondary market offered rates for negotiable certificates of deposit of major United States money-center banks of the highest credit standing with a remaining maturity closest to the Index Maturity designated in the applicable pricing supplement or product supplement, and in a denomination of U.S. $5,000,000.00: the rates offered as of 10:00 a.m., New York City time, on that Interest Determination Date, by three leading non-bank dealers in negotiable U.S. dollar certificates of deposit in The City of New York. The calculation agent, after consultation with us, will select the three dealers referred to above. These dealers may include one or more of the agents named on the cover of this prospectus supplement or their affiliates.
      If fewer than three dealers are quoting as mentioned above, the CD Rate will be the CD Rate in effect on that Interest Determination Date or, if that Interest Determination Date is the first Interest Determination Date, the initial interest rate.
CMT Rate notes
      A CMT Rate note will bear interest at an interest rate calculated with reference to the CMT Rate and the spread or spread multiplier, if any, as specified in the CMT Rate notes and the applicable pricing supplement or product supplement.
      Unless otherwise specified in the applicable pricing supplement or product supplement, the “CMT Rate” for any Interest Determination Date is the rate displayed on the Designated CMT Moneyline Telerate Page by 3:00 p.m., New York City time, on the Calculation Date pertaining to the Interest Determination Date under the heading (or any successor heading) “Treasury Constant Maturities-Federal Reserve Board Release H.15-Mondays Approximately 3:45 p.m.”, under the column for the Index Maturity specified in the applicable pricing supplement or product supplement for:
  • if the Designated CMT Moneyline Telerate Page is 7051 (or any page that may replace that page), such Interest Determination Date,
 
  • if the Designated CMT Moneyline Telerate Page is 7052 (or any page that may replace that page), the week, or the month, as applicable, ended immediately preceding the week in which the related Interest Determination Date occurs, or

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  • if no page is specified, the Designated CMT Moneyline Telerate Page is 7052 (or any page that may replace that page) and the second bullet point immediately above applies.
      The following procedures will be used if the CMT Rate cannot be determined as described above:
  • If the above rate is no longer displayed on the relevant page, or if not displayed by 3:00 p.m., New York City time, on the Calculation Date, then the CMT Rate will be the Treasury constant maturity rate, or if the applicable CMT Telerate page is 7052 (or any page that may replace that page), the one-week or one-month, as applicable, average rate, for the Index Maturity for the Interest Determination Date, as published in H.15(519).
 
  • If that rate is no longer published in H.15(519), or if not displayed by 3:00 p.m., New York City time, on the Calculation Date, then the CMT Rate will be the Treasury constant maturity rate, or other United States Treasury rate, or if the applicable CMT Telerate page is 7052 (or any page that may replace that page), the one-week or one-month, as applicable, average rate, for the Index Maturity for the Interest Determination Date as may then be published by either the Board of Governors of the Federal Reserve System or the United States Department of the Treasury that the calculation agent determines to be comparable to the rate formerly displayed on the Designated CMT Telerate Page and published in H.15(519).
 
  • If that information is no longer provided by 3:00 p.m., New York City time, on the Calculation Date, then the calculation agent will determine the CMT Rate to be a yield to maturity based on the arithmetic mean of the following secondary market offered rates for the most recently issued direct noncallable fixed rate obligations of the United States (Treasury Notes) with an original maturity of approximately the Index Maturity and a remaining term to maturity of not less than the Index Maturity minus one year: the rates reported as of approximately 3:30 p.m., New York City time, on the Interest Determination Date, by three leading primary United States government securities dealers in The City of New York, according to their written records. The calculation agent will select, after consultation with us, five leading primary United States government securities dealers and will eliminate the highest and lowest quotations or, in the event of equality, one of the highest and one of the lowest quotations.
 
  • If the calculation agent cannot obtain three Treasury Note quotations, the calculation agent will determine the CMT Rate to be a yield to maturity based on the arithmetic mean of the following secondary market offered rates for the most recently issued Treasury Notes with an original maturity of the number of years that is the next highest to the Index Maturity, a remaining term to maturity closest to the Index Maturity and in an amount of at least U.S. $100 million: the offered rates as of approximately 3:30 p.m., New York City time, on the Interest Determination Date, of three leading primary United States government securities dealers in The City of New York, selected using the same method described above.
 
  • If three or four (but not five) reference dealers are quoting as described above, then the CMT Rate will be based on the arithmetic mean of the offered rates obtained and neither the highest nor the lowest of those quotations will be eliminated.
 
  • If fewer than three leading primary United States government securities dealers selected by the calculation agent are quoting as described above, the CMT Rate will be the CMT Rate in effect that Interest Determination Date or, if that Interest Determination Date is the first Interest Determination Date, the initial interest rate.
CMS Rate notes
      A CMS Rate note will bear interest at an interest rate calculated with reference to the CMS Rate and the spread or spread multiplier, if any, as specified in the CMS Rate notes and the applicable pricing supplement or product supplement.
      Unless otherwise specified in the applicable pricing supplement or product supplement, the “CMS Rate” for any Interest Determination Date is the rate displayed on the Moneyline Telerate Page 42276 (or any page that

S-26

 

may replace that page) by 11:00 a.m., New York City time, on the Calculation Date pertaining to the Interest Determination Date under the heading (or any successor heading) “RATES AS AT 11:00 EST (16:00 GMT)”, under the column for the Index Maturity specified in the applicable pricing supplement or product supplement for that Interest Determination Date.
      The following procedures will be used if the CMS Rate cannot be determined as described above:
  • If the above rate is no longer displayed on the relevant page, or if not displayed by 11:00 a.m., New York City time, on the Calculation Date, then the CMS Rate will be the rate for U.S. Dollar swaps with a maturity of the Index Maturity designated in the applicable pricing supplement or product supplement, expressed as a percentage, which appears on the Reuters Screen ISDAFIX1 Page as of 11:00 a.m., New York City time, on the Calculation Date.
 
  • If that information is no longer displayed by 11:00 a.m., New York City time, on the Calculation Date, then the CMS rate will be a percentage determined on the basis of the mid-market semi-annual swap rate quotations provided by five leading swap dealers in the New York City interbank market at approximately 11:00 a.m., New York City time, on the Calculation Date. For this purpose, the semi-annual swap rate means the mean of the bid and offered rates for the semi-annual fixed leg, calculated on a 30/360 day count basis, of a fixed-for-floating U.S. Dollar interest rate swap transaction with a term equal to the Index Maturity designated in the applicable pricing supplement or product supplement commencing on that Interest Determination Date with an acknowledged dealer of good credit in the swap market, where the floating leg, calculated on an Actual/ 360 day count basis, is equivalent to “LIBOR Moneyline Telerate” with a maturity of three months. The calculation agent will select the five swap dealers after consultation with us and will request the principal New York City office of each of those dealers to provide a quotation of its rate. If at least three quotations are provided, the CMS Rate for that Interest Determination Date will be the arithmetic mean of the quotations, eliminating the highest and lowest quotations or, in the event of equality, one of the highest and one of the lowest quotations.
 
  • If fewer than three leading swap dealers selected by the calculation agent are quoting as described above, the CMS Rate will be the CMS Rate in effect on that Interest Determination Date or, if that Interest Determination Date is the first Interest Determination Date, the initial interest rate.
Federal Funds Rate notes
      Federal Funds Rate notes will bear interest at an interest rate calculated with reference to the Federal Funds Rate and the spread or spread multiplier, if any, as specified in the Federal Funds Rate note and the applicable pricing supplement or product supplement.
      Unless otherwise specified in the applicable pricing supplement or product supplement, the “Federal Funds Rate” for any Interest Determination Date is the rate on that date for Federal Funds as published in H.15(519) under the heading “Federal funds (effective)”, as such rate is displayed on Moneyline Telerate Page 120, on the Calculation Date pertaining to that Interest Determination Date.
      The following procedures will be followed if the Federal Funds Rate cannot be determined as described above:
  • If the rate is not published in H.15(519) by 3:00 p.m., New York City time, on the Calculation Date, the Federal Funds Rate will be the rate on that Interest Determination Date, as published in H.15 Daily Update under the heading “Federal funds (effective)” or any successor heading or another recognized electronic source.
 
  • If the rate is not published in either H.15(519) or H.15 Daily Update by 3:00 p.m., New York City time, on the Calculation Date, then the calculation agent will determine the Federal Funds Rate to be the arithmetic mean of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m., New York City time, on such Interest Determination Date, by each of three leading brokers of Federal funds transactions in New York City. The calculation agent, after consultation with us, will

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  select the three brokers referred to above. These brokers may include one or more of the agents named on the cover of this prospectus supplement or their affiliates.
 
  • If fewer than three brokers selected by the calculation agent are quoting as mentioned above, the Federal Funds Rate will be the Federal Funds Rate in effect that Interest Determination Date or, if that Interest Determination Date is the first Interest Determination Date, the initial interest rate.

Floating rate/fixed rate notes
      A note may be a floating rate note for a portion of its term and a fixed rate note for a portion of its term. In this event, the interest rate on the note will be determined as if it were a floating rate note and a fixed rate note for each specified period, as set out in the applicable pricing supplement or product supplement.
Interest rate reset
      If we have the option under any note to reset the interest rate, in the case of a fixed rate note, or to reset the spread and/or spread multiplier, in the case of a floating rate note, we will indicate such option in the applicable pricing supplement or product supplement relating to such note, and, if so:
  • the date or dates on which such interest rate or such spread and/or spread multiplier, as the case may be, may be reset, each being referred to as an optional reset date, and
 
  • the basis or formula, if any, for such optional reset.
      We may exercise such option with respect to a note by notifying the trustee of such exercise at least 45 but not more than 60 calendar days prior to an optional reset date for such note, unless otherwise specified in the applicable pricing supplement or product supplement. Not later than 40 calendar days (unless otherwise specified in the applicable pricing supplement or product supplement) prior to such optional reset date, the trustee will mail to the holder of such note a notice, called the reset notice, first class, postage prepaid, setting forth:
  • our election to reset the interest rate, in the case of a fixed rate note, or the spread and/or spread multiplier, in the case of a floating rate note,
 
  • such new interest rate or such new spread and/or spread multiplier, and
 
  • the provisions, if any, for redemption during the period from such optional reset date to the next optional reset date or, if there is no such next optional reset date, to the stated maturity, if any, of such note (each such period is called a subsequent interest period) including the date or dates on which or the period or periods during which and the price or prices at which such redemption may occur during such subsequent interest period.
      Notwithstanding the above, not later than 20 calendar days (unless otherwise specified in the applicable pricing supplement or product supplement) prior to an optional reset date for a note, we may, at our option, revoke the interest rate, in the case of a fixed rate note, or the spread and/or spread multiplier, in the case of a floating rate note, in either case provided for in the reset notice and establish a higher interest rate, in the case of a fixed rate note, or a higher spread and/or spread multiplier, in the case of a floating rate note, for the subsequent interest period commencing on such optional reset date by mailing or causing the trustee to mail notice of such higher interest rate or higher spread and/or spread multiplier, as the case may be, first class, postage prepaid, to the direct holder of such note. Such notice shall be irrevocable. All notes with respect to which the interest rate or spread and/or spread multiplier is reset on an optional reset date will bear such higher interest rate, in the case of a fixed rate note, or higher spread and/or spread multiplier, in the case of a floating rate note.
Redemption and repurchase
      Unless otherwise specified in the applicable pricing supplement or product supplement, we will not provide any sinking fund for your note.
      Unless the applicable pricing supplement or product supplement specifies a redemption commencement date, on which we may redeem a note, or a repurchase date, on which a note may be repayable at the option of the

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holder, the notes will not be redeemable by us or repayable at the option of the holder before their stated maturity.
Optional early redemption (call)
      If applicable, the pricing supplement or product supplement will indicate the terms on which the notes will be redeemable or subject to repurchase at our option. Unless otherwise specified in the applicable pricing supplement or product supplement, notice of redemption or repurchase will be provided by mailing a notice of redemption or repurchase to each holder at least 30 calendar days and not more than 60 calendar days (unless otherwise specified in the applicable pricing supplement or product supplement) before the date fixed for redemption or repurchase. If not all the notes having the same terms are to be redeemed or repurchased, as the case may be, the notes to be redeemed or repurchased shall be selected by the trustee by a method that the trustee deems fair and appropriate. Unless otherwise specified in the applicable pricing supplement or product supplement, the notes will not be subject to any sinking fund.
Optional early redemption (put)
      If applicable, the pricing supplement or product supplement will indicate that the notes will be subject to repurchase at the option of the holder on a date or dates prior to maturity, if any, and at a price or prices, set forth in the applicable pricing supplement or product supplement, together with accrued interest to the date of repurchase.
      If a note is represented by a global note, the depositary or its nominee will be the holder of the note and therefore will be the only entity that can exercise a right to repurchase. In order to ensure that the depositary or its nominee will timely exercise a right to repurchase with respect to a particular note, the beneficial owner of such note must instruct the broker or other direct or indirect participant through which it holds an interest in such note to notify the depositary of its desire to exercise a right to repurchase. Different firms have different cut-off times for accepting instructions from their customers. As a result, each beneficial owner should timely consult the broker or other direct or indirect participant through which it holds an interest in a note in order to ascertain the cut-off time by which an instruction must be given in order for timely notice to be delivered to the depositary.
      In order for a certificated note to be repurchased, the trustee must receive at least 30 calendar days but not more than 45 calendar days (unless otherwise specified in the applicable pricing supplement or product supplement) prior to the repurchase date:
  • appropriate wire instructions, and
 
  • either (a) the note with the form entitled “Option to Elect Repurchase” on the reverse of the note duly completed, or (b) a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc., or a commercial bank or trust company in the United States setting forth:
  – the name of the holder of the note,
 
  – the principal amount of the note,
 
  – the portion of the principal amount of the note to be repurchased,
 
  – the certificate number or a description of the tenor and terms of the note,
 
  – a statement that the option to elect repurchase is being exercised, and
 
  – a guarantee that the note to be repaid with the form entitled “Option to Elect Repurchase” on the reverse of the note duly completed will be received by the trustee within five Business Days. The trustee must actually receive the note and form duly completed by the fifth Business Day.

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      The “Option to Elect Repurchase” form on the reverse of the note will be addressed to the Company and will substantially read as follows:
      “The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from the Company as to the occurrence of an event which entitles the holder to opt for optional early redemption and requests and instructs the Company to redeem the entire principal amount of this Security, or the portion thereof (which is $1,000.00 or an integral multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Note at the purchase price indicated in the Indenture or applicable pricing supplement, including accrued interest, if any, up to, but excluding, such date, plus such other amounts as may be owing (as described in the pricing supplement) to the registered Holder hereof. Principal amount to be redeemed (in an integral multiple of $1,000.00 if less than all):”
      The signature on the form must be guaranteed by a qualified guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934; and the signature on the form must correspond to the name written upon the face of the note in every particular, without alteration or any change whatsoever.
      Exercise of the repurchase option by the holder of a note shall be irrevocable. The holder of a note may exercise the repurchase option for less than the entire principal amount of the note provided that the principal amount of the note remaining outstanding after repurchase is an authorized denomination. No transfer or exchange of any note will be permitted after exercise of a repurchase option. If a note is to be repurchased in part, no transfer or exchange of the portion of the note to be repurchased will be permitted after exercise of a repurchase option. All questions as to the validity, eligibility, including time of receipt, and acceptance of any note for repurchase will be determined by us and our determination will be final, binding and non-appealable.
      All instructions given by indirect beneficial owners to their banks or brokers to exercise a repurchase option will be irrevocable. In addition, at the time any indirect beneficial owner gives instructions to exercise a repayment option, the indirect beneficial owner must cause the bank or broker through which he or she owns an interest in the global note to transfer the bank’s or broker’s interest in the global note to the trustee.
      If the repurchase option of the holder as described above is deemed to be a “tender offer” within the meaning of Rule 14e-1 under the Securities Exchange Act of 1934, as amended, we will comply with Rule 14e-1 as then in effect to the extent applicable.
Open market purchases
      We may purchase notes at any price in the open market or otherwise. Notes not purchased by us may, at our discretion, be held or resold or surrendered to the trustee for cancellation.
Optional early redemption for taxation reasons
      Unless the applicable pricing supplement provides otherwise, we may redeem the notes before their maturity, if any, in whole but not in part, as provided in the accompanying prospectus under the heading “Description of debt securities — Tax redemption”.
Redemption of an original issue discount note
      Regardless of anything in this prospectus supplement to the contrary, if a note is an Original Issue Discount Note (other than an index linked note), the amount payable in the event of redemption or repayment prior to its stated maturity, if any, will be the amortized face amount on the redemption or repayment date, as the case may be. The amortized face amount of an Original Issue Discount Note will be equal to (i) the issue price plus (ii) that portion of the difference between the issue price and the principal amount of the note that has accrued at the yield to maturity described in the applicable pricing supplement (computed in accordance with generally accepted U.S. bond yield computation principles) by the redemption or repayment date. However, in no case will the amortized face amount of an Original Issue Discount Note exceed its principal amount.

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Settlement mechanics
      The settlement mechanics applicable to notes calling for physical settlement will be described in the applicable pricing supplement.
Covenants
      The covenants contained in the indenture will apply to the notes unless otherwise specified in any applicable pricing supplement. These covenants are in summary:
  • to pay principal, any premium, interest in accordance with the terms of the notes,
 
  • to maintain a paying agent or office, and if it acts as its own paying agent to hold moneys in trust,
 
  • to deliver to the trustee a compliance certificate within 120 days after the end of each fiscal year, and
 
  • to preserve its existence (subject to exceptions).
Other provisions
      Any provisions with respect to the notes, including the specification and determination of one or more interest rate bases, the calculation of the interest and/or principal payable on the notes, any redemption, extension or repayment provisions, or any other provisions relating to the notes, may be modified or supplemented to the extent not inconsistent with the terms of the indenture, so long as the provisions are specified in the notes and in the applicable pricing supplement.
Further issues
      The issuer may, from time to time and without the consent of the holders of the notes, create and issue notes of a series having the same ranking and the same interest rate, maturity, if any, and other terms as any tranche of notes issued hereunder, except for the initial offering price and issue date and, in some cases, the first interest payment date (a further issue). Any such additional notes having such similar terms will, together with the notes of that tranche, constitute a single series of notes under the indenture.
Payment of additional amounts
      Unless otherwise specified in any applicable pricing supplement, if any deduction or withholding for any current or future taxes or governmental charges of Norway or the United States of America is required, we have agreed to pay additional amounts as described in the accompanying prospectus under the heading “Description of debt securities – Payment of additional amounts”.
Defeasance
      We may discharge or defease the notes as described in the accompanying prospectus under the heading “Description of debt securities — Defeasance”.
Paying agents, transfer agents and exchange rate agent
      Unless otherwise specified in the applicable pricing supplement, Citibank, N.A. will be the registrar, paying agent, transfer agent, calculation agent, determination agent and the exchange rate agent for the notes. Dexia Banque Internationale à Luxembourg, société anonyme, will be the Luxembourg paying agent for the notes. As long as the notes are listed on the Luxembourg Stock Exchange, we will maintain a paying agent and transfer agent in Luxembourg.
Important currency information
      Purchasers are required to pay for each note in the specified currency specified by us for that note. If requested by a prospective purchaser of notes denominated in a currency other than U.S. dollars on or prior to the fifth day preceding the delivery of the notes, the agent soliciting the offer to purchase may, at its discretion,

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arrange for the conversion of U.S. dollars into such specified currency to enable the purchaser to pay for such notes. Each such conversion will be made by the relevant agent on such terms and subject to such conditions, limitations and charges that the agent may from time to time establish in accordance with its regular foreign exchange practice, and any cost associated with such conversion will be solely for the account of the purchaser. We disclaim any responsibility for any such transaction. The obligations of each purchaser to us will be absolute regardless of any such conversion arrangement.
      The notes will be governed by and construed in accordance with the laws of the State of New York, except that matters relating to the authorization and execution by us of the indenture and the debt securities issued under the indenture will be governed by the laws of Norway. If an action based on the notes were commenced in a court in the United States, it is likely that the court would grant judgment relating to the notes only in U.S. dollars. It is not clear, however, whether, in granting judgment, the rate of conversion into U.S. dollars would be determined with reference to the date of default, the date judgment is rendered or some other date. New York statutory law provides, however, that a court will render a judgment in the foreign currency of the underlying obligations and that the judgment will be converted into U.S. dollars at the rate of exchange prevailing on the date of the entry of the judgment.

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SPECIAL PROVISIONS RELATING TO FOREIGN CURRENCY NOTES
      Foreign currency notes will not be sold in, or to residents of, the country issuing the specified currency in which particular notes are denominated. The information described in this prospectus supplement, including the information relating to foreign currency transactions, is directed to prospective purchasers who are United States residents. We disclaim any responsibility to advise prospective purchasers with respect to any matters that may affect the purchase, sale, holding or receipt of payments of principal of and interest on the notes. Such persons should consult their own financial and legal advisors about the risks entailed by an investment in the notes and the suitability of their investment in the notes in light of their particular circumstances. The notes are not an appropriate investment for investors who are unsophisticated with respect to the particular type of notes we may offer including foreign currency transactions or transactions involving the type of index or formula used to determine the amount payable or otherwise. See “Risk factors — Risks related to the notes — Foreign currency risks”. Investors should also consider carefully, among other factors, the matters described in the documents incorporated herein by reference as well as the matters described below, and any other matter described in any applicable pricing supplement.
      The applicable pricing supplement relating to notes that are denominated in, or the payment of which is determined with reference to, a specified currency other than U.S. dollars or relating to currency indexed notes will contain information concerning historical exchange rates for such specified currency against the U.S. dollar or other relevant currency, a description of such currency or currencies and any exchange controls affecting such currency or currencies. Information concerning exchange rates is furnished as a matter of information only and should not be regarded as indicative of the range of or trend in fluctuations in currency exchange rates that may occur in the future.
Payment currency
      Except as described in the applicable pricing supplement or product supplement, if payment on a note is required to be made in a specified currency other than U.S. dollars and such currency is unavailable in our good faith judgment due to the imposition of exchange controls or other circumstances beyond our control, or is no longer used by the government of the country issuing such currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments with respect to such note shall be made in U.S. dollars until such currency is again available or so used. Unless we otherwise specify in the applicable pricing supplement or product supplement, the amount so payable on any date in such foreign currency shall be converted into U.S. dollars at a rate determined by the exchange rate agent on the basis of the market exchange rate on the second Business Day prior to such payment, or, if the market exchange rate is not then available, the most recently available market exchange rate or as otherwise determined by us in good faith if the foregoing is impracticable. Any payment in respect of such note made under such circumstances in U.S. dollars will not constitute an event of default under the indenture.
      Unless we otherwise specify in the applicable pricing supplement or product supplement, the notes that are denominated in, or the payment of which is determined by reference to, a specified currency other than U.S. dollars, will provide that, in the event of an official redenomination of a foreign currency, including, without limitation, an official redenomination of a foreign currency that is a composite currency, our obligations with respect to payments on notes denominated in such currency shall, in all cases, be regarded immediately following such redenomination as providing for the payment of that amount of redenominated currency representing the amount of such obligations immediately before such redenomination. Such notes will not provide for any adjustment to any amount payable under the notes as a result of:
  • change in the value of a foreign currency due solely to fluctuations in exchange rates, or
 
  • any redenomination of any component currency of any composite currency, unless such composite currency is itself redenominated.
      If the official unit of any component currency is altered by way of combination or subdivision, the number of units of that currency as a component shall be divided or multiplied in the same proportion. If two or more component currencies are consolidated into a single currency, the amounts of those currencies as components

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shall be replaced by an amount in such single currency. If any component currency is divided into two or more currencies, the amount of that original component currency as a component shall be replaced by the amounts of such two or more currencies having an aggregate value on the date of division equal to the amount of the former component currency immediately before such division.
      All determinations referred to above made by the exchange rate agent shall be at its sole discretion, except to the extent expressly provided herein that any determination is subject to our approval. In the absence of manifest error, such determinations shall be conclusive for all purposes and binding on holders of the notes and the exchange rate agent shall have no liability therefor.
Exchange rates and exchange controls
      If you invest in foreign currency notes, significant risks that are not associated with a similar investment in a security denominated in U.S. dollars may apply to your investment. These risks include, for example, the possibility of significant changes in rates of exchange between the U.S. dollar and the various foreign currencies or composite currencies and the possibility of the imposition or modification of foreign exchange controls by either the U.S. or foreign governments. These risks depend on economic and political events over which we have not control, including the supply of and demand for the relevant currencies. In recent years, rates or exchange between the U.S. dollar and some foreign currencies have been highly volatile, and volatility of this kind may be expected in the future. Fluctuations in any particular exchange rate that have occurred in the past are not necessarily indicative, however, of fluctuations in the rate that may occur during the term of any note. Depreciation of a specified currency other that U.S. dollars against the U.S. dollar would result in a decrease in the effective yield of the note below its coupon rate, and could result in a loss to you on a U.S. dollar basis.
      Governments have imposed from time to time and may in the future impose exchange controls which could affect exchange rates as well as the availability of a specified foreign currency at a note’s maturity. Even if there are no actual exchange controls, the specified currency for any particular note might not be available at the note’s maturity. In that event, we will repay in U.S. dollars on the basis of the most recently available noon buying rate in The City of New York for cable transfers for the specified currency as quoted by the Federal Reserve Bank of New York. See “Description of debt securities — Payment of principal and interest” for a discussion of these payment procedures.
      Currently, there are limited facilities in the United States for conversion of U.S. dollars into foreign currencies, and vice versa. Accordingly, payments on notes made in a specified currency other than U.S. dollars are likely to be made from an account with a bank located in the country issuing the specified currency. See “Description of debt securities — Payment of principal and interest” for a discussion of these payment procedures.
      Unless otherwise specified in the applicable pricing supplement or product supplement, foreign currency notes will not be sold in, or to residents of, the country issuing the specified currency in which particular notes are denominated.

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TAXATION IN THE UNITED STATES
      For a description of certain material U.S. Federal income tax consequences to beneficial holders of the notes, see “Taxation in the United States” in the accompanying prospectus.
TAXATION IN NORWAY
      For a description of the material tax consequences in Norway of owning the notes, see “Taxation in Norway” in the accompanying prospectus.
VALIDITY OF NOTES
      The validity of the notes under New York law has been passed upon by Allen & Overy LLP, London, England. The validity of the notes under Norwegian law has been passed upon by Jens Olav Feiring, Esq. Mr. Feiring is General Counsel of Eksportfinans. From time to time, Allen & Overy LLP performs legal services for Eksportfinans. Sullivan & Cromwell LLP, London, England, has advised the agents as to certain legal matters.

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SUPPLEMENTAL PLAN OF DISTRIBUTION
      ABN AMRO Bank N.V., Banc of America Securities Limited, Banc of America Securities LLC, Barclays Bank PLC, Barclays Capital Inc., Bear, Stearns & Co. Inc., Bear, Stearns International Limited, BNP Paribas Securities Corp., Citigroup Global Markets Inc., Citigroup Global Markets Limited, Commerzbank Capital Markets Corp., Credit Suisse Securities (Europe) Limited, Credit Suisse Securities (USA) LLC, Daiwa Securities SMBC Europe Limited, Deutsche Bank AG, London Branch, Deutsche Bank Securities Inc., Dresdner Bank AG London Branch, FTN Financial Securities Corp., Goldman, Sachs & Co., Goldman Sachs International, IXIS Securities North America Inc., Jefferies and Company, Inc., J.P. Morgan Chase & Co., J.P. Morgan Securities Ltd., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mitsubishi UFJ Securities International plc, Mizuho International plc, Morgan Stanley & Co. Incorporated, Morgan Stanley & Co. International Limited, Nomura International plc, Nomura Securities International, Inc., Nordea Bank Danmark A/S, The Toronto-Dominion Bank, UBS Limited, and Wachovia Capital Markets, LLC, whom we call the agents, and we have entered into a distribution agreement dated as of June 2, 2004, as amended December 21, 2005, with respect to the notes. The agents have agreed to use their reasonable efforts to solicit offers to purchase the notes if we satisfy the conditions specified in the distribution agreement. We have the right to accept offers to purchase notes and may reject any proposed purchase of the notes. The agents may also reject any offer to purchase notes. We will pay the agents a commission on any notes sold through the agents. The commission will range from 0.125% to 0.750% of the principal amount of the notes depending on the maturity of the notes; provided, however, that commissions with respect to notes with a stated maturity of more than 30 years will be negotiated between us and the applicable agent at the time of sale.
      We may also sell notes to agents who will purchase the notes as principals for their own accounts. Any sale of this kind will be made at a price equal to the issue price specified in the applicable pricing supplement, less a discount. Unless otherwise stated, the discount will equal the applicable commission on an agency sale of notes of the same maturity. Any notes the agents purchase as principals may be resold at the market price or at other prices determined by the agents at the time of resale.
      The agents may resell any notes they purchase to other brokers or dealers at a discount which may include all or part of the discount the agents received from us. If all the notes are not sold at the initial offering price, the agents may change the offering price and the other selling terms.
      We may sell notes directly on our own behalf. No commission will be paid on any notes sold directly by us. In addition, we have reserved the right to accept offers to purchase notes through additional agents on substantially the same terms and conditions, including commission rates, as would apply to purchases of notes under the distribution agreement referred to above. We have also reserved the right to appoint additional agents to solicit offers to purchase notes. Additional agents may accede from time to time to the distribution agreement. Any additional agents will be named in the applicable pricing supplement.
      The agents, whether acting as agents or principals, may be deemed to be “underwriters” within the meaning of the U.S. Securities Act of 1933. We have agreed to indemnify the several agents against certain liabilities, including liabilities under the U.S. Securities Act of 1933.
      The agents may sell to dealers who may resell to investors, and the agents may pay all or part of the discount or commission they receive from us to the dealers. These dealers may be deemed to be “underwriters” within the meaning of the U.S. Securities Act of 1933.
      The notes are a new issue of securities with no established trading market and are not expected to be listed on any securities exchange in the United States. Application has been made for notes issued pursuant to this prospectus supplement to be admitted to trading on the Luxembourg Stock Exchange’s regulated market and to be listed on the Official List of the Luxembourg Stock Exchange. We will specify in the applicable pricing supplement or product supplement whether the notes will be listed on the Luxembourg Stock Exchange or another securities exchange or will be unlisted. We do not know how liquid the trading market for the notes will be.
      We estimate that our share of the total expenses of the offering, excluding underwriting discounts and commissions, will be approximately $505,000, representing approximately $400,000 in legal fees, $55,000 in

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accounting fees, $30,000 in printing costs, and $20,000 in trustee and agency fees. As a “well-known seasoned issuer” (as defined in Rule 405 under the Securities Act), upon each offering of debt securities made under this prospectus supplement we will pay a registration fee to the Securities and Exchange Commission at the prescribed rate, currently U.S.$107.00 per $1,000,000 of offering price. We will offset against these fees an aggregate amount of U.S.$7,067.48 representing registration fees paid in respect of unsold securities previously registered on our Registration Statement on Form F-3 (No. 333-112973).
      In connection with the offering, the agents may purchase and sell notes in the open market. These transactions may include short sales, stabilizing transactions, purchases to cover positions created by short sales and penalty bids:
  • Short sales involve the sale by the agents of a greater number of notes than they are required to purchase in the offering.
 
  • Stabilizing transactions consist of certain bids or purchases of notes made for the purpose of preventing or retarding a decline in the market price of the notes while the offering is in progress.
 
  • Syndicate covering transactions involve purchases of the notes in the open market after the distribution has been completed in order to cover syndicate short positions.
 
  • Penalty bids permit the agents to reclaim a selling concession from a syndicate member when the notes originally sold by the syndicate member are purchased in a syndicate covering transaction or stabilizing purchase.
      Any of these transactions may have the effect of preventing or retarding a decline in the market price of the notes. They may also cause the price of the notes to be higher than it would otherwise be in the absence of these transactions. The agents may conduct these transactions in the over-the-counter market or otherwise. If the agents commence any of these transactions, the agents may discontinue them at any time.
      In the ordinary course of their business, the agents and some of their affiliates have engaged in, and may in the future engage in, investment and commercial banking transactions and financial advisory services with us and some of our affiliates.
Notes offered outside the United States
      If the applicable pricing supplement indicates that any of the notes will be offered on a global basis, those registered global securities will be offered for sale in those jurisdictions outside of the United States where it is legal to make offers for sale of those securities.
      As further described in “Selling restrictions” below, each agent has represented and agreed, and any other agent through which we may offer these securities on a global basis will represent and agree, that it will comply, to the best of its knowledge in good faith and on reasonable grounds after making all reasonable investigations, with all applicable laws and regulations in force in any jurisdiction outside the United States in which it purchases, offers, sells or delivers the securities or possesses or distributes the applicable pricing supplement or product supplement, this prospectus supplement or the accompanying prospectus and will obtain any consent, approval or permission required by it for the purchase, offer or sale by it of the securities under the laws and regulations in force in any jurisdiction outside the United States to which it is subject or in which it makes purchases, offers or sales of the securities, and we shall not have responsibility for the compliance of the agents with the applicable laws and regulations or obtaining any required consent, approval or permission.
      Purchasers of any securities offered on a global basis may be required to pay stamp taxes and other charges in accordance with the laws and practices of the country of purchase in addition to the issue price set forth on the cover page hereof.

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Selling restrictions
      No action has been or will be taken in any jurisdiction, except in the United States, that would permit a public offering of the notes, or the possession, circulation or distribution of this prospectus or any other material relating to this offering or the notes, in any jurisdiction where action for that purpose is required.
      Each agent has agreed that it will comply, to the best of its knowledge in good faith and on reasonable grounds after making all reasonable investigations, with all applicable securities laws and regulations in force in any jurisdiction in which it purchases, offers, sells or delivers notes or possesses or distributes this prospectus supplement and will obtain any consent, approval or permission required by it for the purchase, offer, sale or delivery by it of notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers, sales or deliveries and neither we nor any of the agents shall have any responsibility therefor.
      Other than with respect to the United States, neither we nor any of the agents represent that the notes may at any time lawfully be sold in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to any exemption available thereunder, or assume any responsibility for facilitating such sale.
      Relevant agents will be required to comply with such other restrictions as we and the relevant agent shall agree.
      In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), each agent, on behalf of itself and each of its affiliates, has severally represented and agreed, or will severally represent and agree, that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date), it has not made and will not make an offer of notes to the public in that Relevant Member State, except that it may, with effect from and including the Relevant Implementation Date, make an offer of notes to the public in that Relevant Member State:
  (i) in the period beginning on the date of publication of a prospectus in relation to those notes that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive and ending on the date which is 12 months after the date of that publication;
 
  (ii) at any time to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
 
  (iii) at any time to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or
 
  (iv) at any time in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.
      For the purposes of this provision, the expression an “offer of notes to the public” in relation to any notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe the notes, as the same may be varied in that member state by any measure implementing the Prospectus Directive in that member state and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.
United Kingdom
      In connection with any offering of the notes, each agent, on behalf of itself and each of its affiliates, has severally represented and agreed, or will severally represent and agree, that:
  (i) in relation to any notes which have a maturity of less than one year, (a) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent)

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  for the purposes of its business and (b) it has not offered or sold and will not offer or sell any notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the notes would otherwise constitute a contravention of Section 19 of the Financial Services and Markets Act 2000 (the FSMA) by the issuer;
 
  (ii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any note in circumstances in which section 21(1) of the FSMA does not apply to the issuer; and
 
  (iii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the notes in, from or otherwise involving the United Kingdom.

Japan
      The notes have not been and will not be registered under the Securities and Exchange Law of Japan (Law No. 25 of 1948 as amended) (the SEL). Each agent, on behalf of itself and each of its affiliates, has severally represented and agreed, or will severally represent and agree, that, in connection with this offering, it will not offer or sell any notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the SEL and any other applicable laws, regulations and ministerial guidelines of Japan.
France
      The prospectus supplement is not being distributed in the context of a public offer in France within the meaning of Article L. 411-1 of the French Monetary and Financial Code (Code Monétaire et Financier), and has not been submitted to the Autorité des Marchés Financiers for prior approval.
      The issuer and each of the agents, on behalf of itself and each of its affiliates, has severally represented and agreed, or will severally represent and agree, that either:
  (i) it has only made and will only make an offer of notes to the public (appel public à l’épargne) in France in the period beginning (a) when a prospectus in relation to those notes has been approved by the Autorité des marchés financiers (the AMF), on the date of its publication, or (b) when a prospectus has been approved by the competent authority of another Member State of the European Economic Area which has implemented the EU Prospectus Directive 2003/71/ EC, on the date of notification of such approval to the AMF, and ending at the latest on the date which is 12 months after the date of the approval of such prospectus, all in accordance with articles L.412-1 and L.621-8 of the French Code monétaire et financier and the Règlement général of the AMF; or
 
  (ii) it has not offered or sold, and will not offer or sell, directly or indirectly, notes to the public in France, and it has not distributed or caused to be distributed, and will not distribute or cause to be distributed to the public in France, the prospectus supplement or any other offering materials relating to the notes and such offers, sales and distributions have only been and will only be made in France to (a) providers of investment services relating to portfolio management for the account of third parties, or (b) qualified investors (investisseurs qualifiés), or both, each as defined in, and in accordance with, articles L.411-1, L.411-2, and D.411-1 of the French Code monétaire et financier.
      Recipients of this prospectus supplement are advised that it is not to be further distributed or reproduced (in whole or in part) in France, and that the prospectus supplement has been distributed on the undertaking that such recipients will only participate in the issue or sale of the notes for their own account and undertake not to transfer,

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directly or indirectly, the notes to the public in France other than in compliance with Articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 of the French Monetary and Financial Code.
The Netherlands
      In connection with any offering of the notes, each agent, on behalf of itself and each of its affiliates, has severally represented and agreed, or will severally represent and agree, that any notes with a maturity of less than 12 months and a denomination of less than €50,000 will only be offered in The Netherlands in circumstances where another exemption or a dispensation from the requirement to make a prospectus publicly available has been granted under Article 4 of the Securities Transaction Supervision Act 1995 (Wet toezicht effectenverkeer 1995).
Hong Kong
      The issuer and each of the agents, on behalf of itself and each of its affiliates, has severally represented and agreed, or will severally represent and agree, that:
  (i) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any notes other than (a) to persons whose ordinary business is to buy or sell shares or debentures (whether as principal or agent), or (b) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance, or (c) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and
 
  (ii) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the notes, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.
Singapore
      This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act, Chapter 289 of Singapore (the SFA). Accordingly, the notes may not be offered or sold or made the subject of an invitation for subscription or purchase nor may this prospectus or any other document or material in connection with the offer or sale or invitation for subscription or purchase of any notes be circulated or distributed, whether directly or indirectly, to any person in Singapore other than (a) to an institutional investor pursuant to Section 274 of the SFA, (b) to a relevant person, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA, or (c) pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
      Each of the following relevant persons specified in Section 275 of the SFA which has subscribed or purchased notes, namely a person who is:
  (i) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
 
  (ii) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor,

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should note that shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the notes under Section 275 of the SFA except:
  (a) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions, specified in Section 275 of the SFA;
 
  (b) where no consideration is given for the transfer; or
 
  (c) by operation of law.

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LISTING AND GENERAL INFORMATION
      Application has been made for permission to admit the notes to trading on the Luxembourg Stock Exchange’s regulated market and to list the notes on the Official List of the Luxembourg Stock Exchange. In connection with the listing application, the Articles of Association of Eksportfinans and a legal notice relating to the issuance of the notes have been deposited before listing with the Registre du Commerce et des Sociétés à Luxembourg, where copies of the documents may be obtained upon request. So long as any notes listed on the Luxembourg Stock Exchange are outstanding, copies of the above documents, together with this prospectus supplement, the accompanying prospectus, any relevant product supplement, the indenture, any other material agreement relating to the issuance and distribution of the notes, our current annual report (including audited financial statements) and quarterly or other periodic reports incorporated by reference in the accompanying prospectus, as well as all future annual reports (including audited financial statements), quarterly or other periodic reports incorporated by reference in the accompanying prospectus, will be made available free of charge at the main office of Kredietbank S.A. Luxembourgeoise in Luxembourg. As the parent company, Eksportfinans conducts its operations directly and through its only subsidiary, Kommunekreditt. We do not publish any non-consolidated financial statements. Kredietbank S.A. Luxembourgeoise will act as intermediary in Luxembourg between us and the holders of the notes so long as the notes remain in global form. As long as the notes are listed on the Luxembourg Stock Exchange, we will maintain a listing agent in Luxembourg. The initial listing agent in Luxembourg is Kredietbank S.A. Luxembourgeoise.
      The documents incorporated by reference in the accompanying prospectus, copies of the annual reports, other periodic reports, this prospectus supplement and accompanying prospectus and all relevant pricing supplements and product supplements will be available free of charge at the main office of Kredietbank S.A. Luxembourgeoise in Luxembourg.
      Other than as disclosed or contemplated in this prospectus supplement or the accompanying prospectus or in the documents incorporated by reference in these documents, there has been no material adverse change in our financial position since December 31, 2005, the date of our last audited financial statements.
      Other than as disclosed or contemplated in this prospectus supplement or the accompanying prospectus or in the documents incorporated by reference in these documents, neither we nor any of our subsidiaries is involved in litigation, arbitration or administrative proceedings relating to claims or amounts that are material in the context of the issue of the notes.
      Resolutions relating to the issue and sale of the notes were adopted by our board of directors on February 16, 2006.
      If specified in the applicable pricing supplement or product supplement, notes may, when issued, be accepted for clearance through DTC, Clearstream, Luxembourg, Euroclear or such other clearing systems as are specified in the applicable pricing supplement or product supplement and, in the case of notes listed on the Luxembourg Stock Exchange, acceptable to the Luxembourg Stock Exchange.
      We have given an undertaking in connection with the listing of any notes on the Luxembourg Stock Exchange to the effect that, so long as any such notes remain outstanding and listed on such exchange, in the event of any material adverse change in our business or financial position that is not reflected in this prospectus supplement and the accompanying prospectus as then amended or supplemented (including the documents incorporated by reference), we will prepare an amendment or supplement to this prospectus supplement or publish a new document for use with any subsequent offering and listing of any notes by us.
      The Luxembourg Stock Exchange takes no responsibility for the contents of this document, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this prospectus supplement or the accompanying prospectus.

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GLOSSARY
      Set forth below are definitions of some of the terms used in this prospectus supplement and not defined in the attached prospectus.
      Bond equivalent yield means a yield calculated in accordance with the following formula and expressed as a percentage:
                             
            D × N                
Bond equivalent yield
     =    
 
     ×       100  
            360 – (D × M)                
where “D” refers to the applicable annual rate for Treasury bills, quoted on a bank discount basis and expressed as a decimal, “N” refers to 365 or 366, as the case may be, and “M” refers to the actual number of days in the interest period for which interest is being calculated.
      Business Day means for any note, a day which meets the following applicable requirements:
  (i) with respect to any note, any day that is not a Saturday or Sunday and that, in the place designated for payment of the applicable note, is not a day on which banking institutions generally are authorized or obligated by law or executive order to close; and
 
  (ii) if the note is a LIBOR note, a day that is also a London Business Day; and
 
  (iii) if the note is a EURIBOR note, a day that is also a Euro Business Day; and
 
  (iv) if the note is denominated in euro or is a LIBOR note for which the Index Currency is the euro, a day that is also a Euro Business Day; and
 
  (v) if the note is denominated in a specified currency other than euro, any day that is also not a day on which banking institutions are authorized or required by law to close in the Financial Center of the country issuing the specified currency.
      Calculation Date means, with respect to any Interest Determination Date, the date on or before which the calculation agent is to calculate an interest rate for a floating rate note. Unless otherwise specified in the note and the applicable pricing supplement or product supplement, the Calculation Date pertaining to an Interest Determination Date for a floating rate note will be the first to occur of:
  (i) the tenth calendar day after that Interest Determination Date or, if that day is not a Business Day, the next succeeding Business Day; or
 
  (ii) the Business Day preceding the applicable interest payment date or date of maturity, if any, redemption or repayment, of that note, as the case may be.
      Designated CMT telerate page means the display on the Moneyline Telerate, Inc., or any successor service, on the page specified in the applicable pricing supplement or product supplement, or any other page that replaces that page on that service for the purpose of displaying Treasury Constant Maturities as reported in H.15(519). If no page is specified, page 7052 (or any page that may replace that page) for the most recent week.
      Designated LIBOR page means (i) if “LIBOR Reuters” is designated in the applicable pricing supplement or product supplement, the display designated as page “LIBO” on the Reuters Monitor Money Rates Service, or a successor nominated as the information vendor, for the purpose of displaying the London interbank rates of major banks for the applicable Index Currency, or (ii) if “LIBOR Telerate” is designated in the applicable pricing supplement or product supplement, Telerate Page 3750 (or any page that may replace that page).
      Euro business day means any day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open.
      Euro-zone means the region comprised of member states of the European Union that adopt the single currency in accordance with the Treaty establishing the European Community, as amended by the Treaty on European Union.

S-43

 

      Financial Center means the capital city of the country issuing the specified currency, except that with respect to the following currencies the Financial Center shall be the city listed next to each currency:
     
Currency   Financial Center
     
U.S. dollar
   The City of New York
Australian dollar
   Sydney
Canadian dollar
   Toronto
South African rand
   Johannesburg
Swiss Franc
   Zurich
      H.15(519) means the weekly statistical publication entitled “Statistical Release H.15(519), Selected Interest Rates”, or any successor publication, published by the Board of Governors of the Federal Reserve System and available through the World Wide Web site of the Board of Governors of the Federal Reserve System at http://www.federalreserve.gov/releases/h15/current, or any successor site or publication.
      H.15 daily update means the daily update of H.15 (519), available through the World Wide Web site of the Board of Governors of the Federal Reserve System at http://www.federalreserve.gov/releases/h15/update, or any successor site or publication.
      Index Currency means the currency, including composite currencies, specified in the applicable pricing supplement or product supplement as the currency for which LIBOR shall be calculated. If no currency is specified, the Index Currency will be U.S. dollars.
      Index Maturity means the period of time designated as the representative maturity, if any, of the certificates of deposit, the commercial paper, the Index Currency, the Treasury bills or other instrument or obligation, respectively, by reference to transactions in which the CD Rate, the Commercial Paper Rate, LIBOR, EURIBOR, the Treasury Rate and the CMT Rate, respectively, are to be calculated, as set forth in the applicable pricing supplement or product supplement.
      Interest Determination Date means the date as of which the interest rate for a floating rate note is to be calculated, to be effective as of the following Interest Reset Date and calculated on the related Calculation Date.
      Unless otherwise specified in the applicable pricing supplement or product supplement:
  (i) the Interest Determination Date pertaining to an Interest Reset Date for a CD Rate note, Commercial Paper Rate note, Federal Funds Rate note, Prime Rate note or CMT Rate note will be the second Business Day preceding that Interest Reset Date;
 
  (ii) the Interest Determination Date pertaining to an Interest Reset Date for a LIBOR note will be the second London Business Day preceding that Interest Reset Date;
 
  (iii) the Interest Determination Date pertaining to an Interest Reset Date for a EURIBOR note will be the second Euro Business Day preceding that Interest Reset Date; and
 
  (iv) the Interest Determination Date pertaining to an Interest Reset Date for a Treasury Rate note will be the day of the week during which that Interest Reset Date falls on which Treasury bills of the Index Maturity designated in the applicable pricing supplement or product supplement are auctioned. Treasury bills are usually sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is usually held on the following Tuesday or may be held on the preceding Friday. If, as the result of a legal holiday, an auction is held on the preceding Friday, that Friday will be the Interest Determination Date pertaining to the Interest Reset Date occurring in the following week.

S-44

 

      Interest reset date means the date on which a floating rate note will begin to bear interest at the interest rate determined as of the related Interest Determination Date. Unless otherwise specified in the applicable note and pricing supplement or product supplement, the Interest Reset Dates will be:
  (i) in the case of floating rate notes that reset daily, each Business Day;
 
  (ii) in the case of floating rate notes, other than Treasury Rate notes, that reset weekly, Wednesday of each week;
 
  (iii) in the case of Treasury Rate notes that reset weekly, Tuesday of each week;
 
  (iv) in the case of floating rate notes that reset monthly, the third Wednesday of each month;
 
  (v) in the case of floating rate notes that reset quarterly, as specified in the applicable pricing supplement or product supplement;
 
  (vi) in the case of floating rate notes that reset semi-annually, the third Wednesday of each of two months of each year specified in the applicable pricing supplement or product supplement; and
 
  (vii) in the case of floating rate notes that reset annually, the third Wednesday of one month of each year specified in the applicable pricing supplement or product supplement.
      If an interest reset date for any floating rate note would otherwise be a day that is not a Business Day, that Interest reset date will be postponed to the next Business Day. However, in the case of a LIBOR note or a EURIBOR note if that Business Day is in the following calendar month, that Interest reset date will be the preceding Business Day. If a treasury bill auction, as described in the definition of interest determination date, will be held on any day that would otherwise be an interest reset date for a treasury rate note, then that Interest reset date will instead be the Business Day immediately following that auction date.
      London Business Day means any day on which dealings in deposits in the index currency are transacted in the London interbank market.
      Money market yield means a yield calculated in accordance with the following formula and expressed as a percentage:
                             
            D × 360                
Money market yield
     =    
 
     ×       100  
            360 – (D × M)                
where “D” refers to the annual rate for commercial paper, quoted on a bank discount basis and expressed as a decimal and “M” refers to the actual number of days in the applicable interest reset period for which interest is being calculated.
      Reuters screen USPRIME1 page means the display on the Reuters Monitor Money Rates Service on the page designated as “USPRIME1”, or any other page that replaces that page on that service for the purpose of displaying prime rates or base lending rates of major United States banks.
      Telerate page 56, telerate page 57, telerate page 120, telerate page 248 and telerate page 3750 mean the displays designated on Moneyline Telerate, Inc. as Page 56, Page 57, Page 120, Page 248 or Page 3750, or any page that replaces either Page 56, Page 57, Page 120, Page 248 or Page 3750 on that service, or another service that is nominated as the information vendor, for the purpose of displaying the applicable Treasury bill, federal funds LIBOR or EURIBOR rates.

S-45

 

ANNEX A: FORM OF PRICING SUPPLEMENT
     
PRICING SUPPLEMENT NO.  l dated  l    Pursuant to Rule 424(b)(l)
to Prospectus Supplement and Prospectus dated February 5, 2007
   Registration No. 333-[ l ]
relating to the Eksportfinans ASA U.S. Medium-Term Note Program
    
[Title of Notes]
      This document is a pricing supplement. This pricing supplement provides specific pricing information in connection with this issuance of notes. Prospective investors should read this pricing supplement together with any applicable product supplement, the prospectus supplement and the prospectus dated February 5, 2007 for a description of the specific terms and conditions of the particular issuance of notes. This pricing supplement amends and supersedes any applicable product supplement, the accompanying prospectus supplement and prospectus to the extent that the information provided in this pricing supplement is different from the terms set forth in any applicable product supplement, the prospectus supplement or the prospectus.
         
Issuer: 
     Eksportfinans ASA  
Issuer rating: 
     l  
Specified currency: 
     l  
Principal amount: 
     l  
CUSIP No.: 
     l  
Common code:
     l  
ISIN: 
     l  
                         
    Price to   Discounts and   Proceeds to us (before
    Public   Commissions   expenses)
             
Per note:
     [100]%        l %        l %  
Total:
     $ l       $ l     $ l  -   l 
     
Agents:
   [List agents and their addresses]
Agent acting in the capacity as indicated below:
   [ ] Agent [ ] principal
Trade date:
   l
Original issue date:
   l
Stated maturity date:
   l
Index linked note:
   [ ] Yes [ ] No
[If yes, index:]
Asset linked note:
   [ ] Yes [ ] No
[If yes, asset:]
[If yes, determination agent:]
Amortizing note:
   [ ] Yes [ ] No
    [Insert schedule, if applicable]
Zero coupon:
   [ ] Yes [ ] No
Exchangeable:
   [ ] Yes [ ] No
[If yes, insert applicable details]
[ ] optional [ ] mandatory
Fixed rate note:
   [ ] Yes [ ] No
If so, interest rate per annum:  l %

S-46

 

       
Floating rate note:
   [ ] Yes [ ] No
[ ] commercial paper rate
[ ] LIBOR
[ ] EURIBOR
[ ] Prime rate
[ ] Treasury rate: constant maturity [ ] Yes [ ] No
[ ] CD rate
[ ] CMT rate
[ ] CMS rate
[ ] Federal funds rate
[ ] Other:           
 
Spread (+/-):
    
 
Spread multiplier:
    
 
Maximum interest rate limitation, if any:
    
 
Minimum interest rate limitation if any:
    
 
Index maturity:
    
 
Interest reset dates:
    
 
Interest determination dates:
    
 
Calculation agent:
    
 
Calculation date:
    
 
[Include any additional LIBOR or EURIBOR terms:
   [Define]]
Interest payment dates:
   l
Interest accrual:
   [Define]
Original issue discount:
   [ ] Yes [ ] No
 
Issue price:
    
 
Total amount of OID:
    
 
Yield to maturity:
    
 
Initial accrual period OID:
    
Interest computation:
   [Define]
Day count convention:
   [ ] Actual/360
[ ] Actual/ actual
[ ] 30/360
Accrue to pay:
   [ ] Yes [ ] No
Tax redemption:
   [ ] Yes [ ] No
Extension of maturity:
   [If applicable]
Optional redemption:
   [If applicable]
Optional repayment date(s):
    
Optional repayment price(s):
    
Additional amounts payable:
   [ ] Yes [ ] No
Authorized denomination (if other than $1,000.00 and integral multiples thereof):   [If applicable]
Renewable note:
   [ ] Yes [ ] No
Form of notes:
   [ ] Book-Entry
[ ] Certificated

S-47

 

[RISK FACTORS
      This section describes the most significant risks relating to the notes. You should carefully consider whether the notes are suited to your particular circumstances before you decide to purchase them. In addition, we urge you to consult with your investment, legal accounting, tax and other advisors with respect to any investment in the notes.]1
      [Additional disclosure to be added, as necessary].
[TAXATION
      The following summary is a general description of certain United States [and Norwegian] tax considerations relating to the ownership and disposition of notes. It does not purport to be a complete analysis of all tax considerations relating to the notes. Prospective purchasers of notes should consult their tax advisers as to the consequences of acquiring, holding and disposing of notes under the tax laws of the country of which they are resident for tax purposes as well as under the laws of any state, local or foreign jurisdiction. This summary is based upon the law as in effect on the date of this pricing supplement and is subject to any change in law that may take effect after such date.]2
      [Additional disclosure to be added, as necessary].
      Capitalized terms used herein without definition have the meanings ascribed to them in the prospectus supplement and the accompanying prospectus.
[SUPPLEMENTAL PLAN OF DISTRIBUTION
      The notes are being purchased by [       l       ] (the agent) as principal, pursuant to a terms agreement dated as of [       l       ] between the agent and us. [The agent has agreed to pay our out-of-pocket expenses in connection with the issuance of the notes].
      From time to time, the agent and its affiliates have engaged, and in the future may engage, in transactions with and performance of services for us for which they have been, and may be, paid customary fees. In particular, the agent (or its affiliate) is our swap counterparty for a hedge of our obligation under the notes.]
[RESPONSIBILITY
      This pricing supplement, the prospectus supplement and the prospectus include particulars given in compliance with the rules governing the listing of securities on the Luxembourg Stock Exchange. The Luxembourg Stock Exchange takes no responsibility for the contents of this document, makes no representation as to its accuracy or completeness, and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this pricing supplement, any applicable product supplement, the prospectus supplement or the prospectus. We accept full responsibility for the accuracy of the information contained in this pricing supplement, any applicable product supplement, the prospectus supplement and the prospectus and, having made all reasonable inquiries, confirm that to the best of our knowledge and belief there are no other facts the omission of which would make any statement contained in this pricing supplement, any applicable product supplement, the prospectus supplement or the prospectus misleading.
      The issuer confirms that all information in this pricing supplement provided by a third party has been accurately reproduced and that, so far as is aware and able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.]3
 
1 To be added, if applicable.
2 To be added, if applicable.
3 To be added if the series of notes will be listed on the Luxembourg Stock Exchange.

S-48

 

PROSPECTUS
(EKSPORTFINANS LOGO)
EKSPORTFINANS ASA
(a Norwegian company)
Debt Securities
        We may offer senior or subordinated debt securities for sale through this prospectus. We may offer these securities from time to time in one or more offerings.
      We will provide the specific terms of the securities that we may offer in supplements to this prospectus. You should read this prospectus, any prospectus supplement, any applicable product supplement and any pricing supplement carefully before you invest. You should also consider carefully the documents incorporated by reference in this prospectus and in any prospectus supplement, any applicable product supplement or any pricing supplement and in the registration statement to which they relate, before you invest.
      Investing in our securities involves risks. Carefully consider the “Risk Factors” beginning on page 6 of our Form 20-F/A for the year ended December 31, 2005 filed with the SEC on August 29, 2006, as well as the risk factors included in the applicable prospectus supplement and any applicable product supplement or pricing supplement.
      Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is February 5, 2007.

 

ABOUT THIS PROSPECTUS
      This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission (the SEC) utilizing the “shelf” registration process. Under the shelf registration process, we may sell the securities described in this prospectus in one or more offerings.
      This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement and, if applicable, a pricing supplement or a product supplement and terms supplement that will contain specific information about the terms of the securities. The prospectus supplement and, if applicable, the pricing supplement or a product supplement and terms supplement may add to or update or change information about us contained in this prospectus, but it will not change the nature of or the terms of the securities that may be offered by us. You should read this prospectus, any prospectus supplement, any applicable product supplement and any pricing supplement together with the additional information described under the heading “Where You Can Find More Information About Us”.
FORWARD-LOOKING STATEMENTS
      Except for historical statements and discussions, statements contained in this prospectus constitute “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934. Other documents of Eksportfinans ASA filed with or furnished to the SEC, including those incorporated by reference in this prospectus, may also include forward-looking statements, and other written or oral forward-looking statements have been made and may in the future be made from time to time by us or on our behalf.
      Forward-looking statements include, without limitation, statements concerning our financial position and business strategy, our future results of operations, the impact of regulatory initiatives on our operations, our share of new and existing markets, general industry and macro-economic growth rates and our performance relative to these growth rates. Forward-looking statements generally can be identified by the use of terms such as “ambition”, “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “plan”, “seek”, “continue” or similar terms.
      By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These forward-looking statements are based on current expectations, estimates, forecasts, and projections about the industries in which we operate, management’s beliefs and assumptions made by management about future events. These forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are outside of our control, that may cause actual results to differ materially from any future results expressed or implied from the forward-looking statements.
      Actual results, performance or events may differ materially from those in such statements due to, without limitation:
  • changes in the competitive conditions, regulatory environment or political, social or economic conditions in the markets in which we operate,
 
  • market, foreign exchange rate and interest rate fluctuations,
 
  • the ability of counterparties to meet their obligations to us,
 
  • the effects of, and changes in, fiscal, monetary, trade and tax policies, and currency fluctuations,
 
  • operational factors such as systems failure, human error, or the failure to properly implement procedures,
 
  • the effects of changes in laws, regulations or accounting policies or practices, and
 
  • various other factors beyond our control.
      The foregoing list of important factors is not exhaustive. Additional information regarding the factors and events that could cause differences between forward-looking statements and actual results is contained in our

1

 

SEC filings. For further discussion of these and other factors, see “Risk Factors” in our most recent Annual Report on Form 20-F/A filed with the SEC on August 29, 2006.
      As a result of these and other factors, no assurance can be given as to our future results and achievements. You are cautioned not to put undue reliance on these forward-looking statements, which are neither predictions nor guarantees of future events or circumstances. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or circumstances or otherwise.
      All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are similarly qualified.
EKSPORTFINANS ASA
      Eksportfinans is the only specialized export lending institution in Norway, and we provide financing for a broad range of exports and for the internationalization of Norwegian industry, including the purchase of foreign assets and other export-related activities. To a lesser extent, we also provide financing for the purchase of Norwegian-produced capital goods and related services within Norway. We provide both commercial loans as well as government-supported financing. For the latter, fixed-interest loans are available according to the OECD Arrangement on Guidelines for Officially Supported Credits agreed to by most of the member countries of the Organization for Economic Cooperation and Development. At the request of the Norwegian Government, we may also from time to time provide other types of financing.
      Our principal assets are our loans and investments, which are financed by our equity capital and by borrowings principally in the international capital markets. Our principal source of income is the excess of our interest revenue on our assets over the interest expense on our borrowings.
      Our articles of association require that all of our loans be supported by, or extended against, guarantees issued by, or claims on,
  • Norway or other countries, including local, regional and foreign authorities and government institutions, with high creditworthiness,
 
  • Norwegian or foreign banks or insurance companies, or
 
  • internationally creditworthy Norwegian or foreign companies,
as well as certain types of collateral.
      To date we have collected all loans falling due, either from the original obligor or by exercise of guarantees, and therefore have experienced no loan losses.
      Our wholly owned subsidiary, Kommunekreditt, makes loans without any form of credit enhancement to Norwegian municipalities, counties and to companies that are the joint undertaking of two or more municipalities (so called joint-municipal companies) and to private independent companies against guarantees from municipalities, counties or the Norwegian Government. Kommunekreditt provides loans with fixed rates of interest from one month to 10 years or at a floating rate of interest both for refinancing existing loans and for new investments.
      Eksportfinans was incorporated on May 2, 1962 as a limited liability company under the laws of Norway. Our principal executive offices are located at Dronning Mauds gate 15, N-0250 Oslo, Norway, and our telephone number is +47 22-01-22-01.
WHERE YOU CAN FIND MORE INFORMATION ABOUT US
      We file annual reports with and furnish other information to the SEC. You may read and copy any document filed with or furnished to the SEC by us at the SEC’s public reference room at 100 F Street, N.E., Washington D.C. 20549. Our SEC filings are also available to the public through the SEC’s web site at www.sec.gov. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room in Washington D.C. and in other locations. Copies of our SEC filings, including annual and quarterly reports, will

2

 

also be available free of charge at the main offices of Dexia Banque Internationale à Luxembourg S.A. and Kredietbank S.A. Luxembourgeoise in Luxembourg.
      As allowed by the SEC, this prospectus does not contain all the information you can find in our registration statement or the exhibits to the registration statement. The SEC allows us to “incorporate by reference” information into this prospectus, which means that:
  • documents incorporated by reference are considered part of this prospectus,
 
  • we may disclose important information to you by referring you to those documents, and
 
  • information that we file with or furnish to the SEC after the date of this prospectus that is incorporated by reference in this prospectus automatically updates and supersedes information in this prospectus.
      Unless otherwise noted, all documents incorporated by reference have the SEC file number 1-8427. This prospectus incorporates by reference the documents listed below:
  • our Annual Report on Form 20-F/A for the fiscal year ended December 31, 2005 filed on August 29, 2006,
 
  • our Reports on 6-K furnished to the SEC May 5, 2006 (two on May 5), August 14, 2006, August 15, 2006, August 25, 2006, September 28, 2006, October 2, 2006, November 1, 2006, November 2, 2006, November 13, 2006, November 27, 2006, December 5, 2006 and January 11, 2007,
 
  • our Report on Form 6-K/A furnished to the SEC August 29, 2006, and
 
  • each of the following documents that we file with or furnish to the SEC after the date of this prospectus from now until we terminate the offering of securities under this prospectus:
  —  reports filed under Section 13(a), 13(c) or 15(d) of the Securities Exchange Act of 1934, and
 
  —  reports furnished on Form 6-K that indicate that they are incorporated by reference in this prospectus.
      The documents incorporated by reference in this prospectus contain important information about us and our financial condition. You may obtain copies of these documents in the manner described above. You may also upon written or oral instructions request a copy of these filings, excluding exhibits, at no cost by contacting us at:
          Eksportfinans ASA
          Treasury Department
          Dronning Mauds gate 15
          N-0250 Oslo
          Norway
          Tel: +47 22 01 22 01
          Fax: +47 22 01 22 06
          E-mail: funding@eksportfinans.no
FINANCIAL AND EXCHANGE RATE INFORMATION
      Except as otherwise noted, we present financial statement amounts in this prospectus and in the documents incorporated by reference in accordance with generally accepted accounting principles in Norway (Norwegian GAAP), which differ in significant respects from generally accepted accounting principles in the United States (U.S. GAAP). For a discussion of the principal differences between Norwegian GAAP and U.S. GAAP relevant to Eksportfinans, see Note 34 to our audited consolidated financial statements included in our Annual Report on Form 20-F/A for the fiscal year ended December 31, 2005 filed with the SEC on August 29, 2006, which is incorporated by reference in this prospectus.
      We have derived the financial data in this prospectus for the fiscal year ended December 31, 2005, from our audited financial statements. We have derived all financial data in this prospectus presenting interim figures from unaudited financial statements.

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      As used in this prospectus, “dollar” or “$” refer to the U.S. dollar and “kroner” or “NOK” refer to the Norwegian krone.
ENFORCEMENT OF CIVIL LIABILITIES AGAINST FOREIGN PERSONS
      We are a Norwegian company, a majority of our directors and management and certain of the experts named in this prospectus are residents of Norway, and a substantial portion of their respective assets are located in Norway. As a result, it may be difficult or impossible for investors to effect service of process within the United States upon us or such persons with respect to matters arising under U.S. Federal securities laws or to enforce against them judgments of courts of the United States predicated upon civil liability under the U.S. Federal securities laws. We have been advised by Jens Olav Feiring, Esq., our Executive Vice President and General Counsel, that there is doubt as to the enforceability in actions in Norway, in original actions or in actions for enforcement of judgments of U.S. courts, of liabilities predicated solely upon the civil liability provisions of the U.S. Federal securities laws. In addition, awards of punitive damages in actions brought in the United States or elsewhere may be unenforceable in Norway. We have consented to service of process in New York City for claims based upon the indenture and the debt securities described under “Description of debt securities”.

4

 

CAPITALIZATION AND INDEBTEDNESS
      The following table presents our consolidated capitalization in accordance with Norwegian GAAP as of December 31, 2006. It is important that you read this table together with, and it is qualified by reference to, our audited consolidated financial statements set forth in our Annual Report on Form 20-F/A filed with the SEC on August 29, 2006.
                   
    As of
    December 31, 2006
    Actual
    NOK   U.S.$
         
    (in millions)
    (unaudited)
Short-term debt (commercial paper debt and current portion of bond debt)*
     69,058.6       11,040.4  
Long-term debt (excluding current portions)
                
 
Bonds
     88,288.4       14,114.6  
 
Subordinated debt
     1,255.5       200.7  
             
Total long-term debt*
     89,543.9       14,315.3  
             
Capital contribution
     609.9       97.5  
Shareholders’ equity
                
Share capital (nominal value NOK 10,500 per share shares authorized and outstanding 151,765)
     1,593.5       254.8  
 
Other equity
     845.4       135.2  
 
Share premium reserve
     162.5       26.0  
 
Net income for the period
     0.0       0.0  
             
Total shareholders’ equity
     2,601.4       415.9  
             
Total capitalization
     161,813.8       25,869.1  
             
 
*All our debt is unsecured and unguaranteed.
     For the convenience of the reader, U.S. dollar amounts above have been translated from Norwegian krone at the rate of NOK 6.2551 = U.S.$1.00, the noon buying rate of the Central Bank of Norway on December 31, 2006.
USE OF PROCEEDS
      Unless otherwise set forth in the related prospectus supplement or, if applicable, the pricing supplement, we intend to use the proceeds from the sale of securities offered through this prospectus for general corporate purposes, which include financing our operations and debt repayment and refinancing. The details of any debt repayment will be described in the applicable prospectus supplement or pricing supplement.

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DESCRIPTION OF DEBT SECURITIES
      The following is a summary of the general terms of the debt securities. Each time that we issue debt securities pursuant to this prospectus we will file with the SEC a prospectus supplement and, if applicable, a pricing supplement or a product supplement that you should read carefully. The prospectus supplement or, if applicable, the pricing supplement or product supplement, will contain the specific terms applicable to those debt securities. The terms presented here, together with the terms contained in the prospectus supplement and, if applicable, the pricing supplement or product supplement will be a description of the material terms of the debt securities. You should also read the indenture under which we will issue the debt securities, which we have filed with the SEC as an exhibit to the registration statement of which this prospectus is a part. The terms of the debt securities include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939.
General
      The debt securities will be issued under an indenture with The Bank of New York, 101 Barclay Street, Floor 21W, New York, New York, 10286, as trustee. The total principal amount of debt securities that can be issued under the indenture is unlimited. The indenture does not limit the amount of other debt, secured or unsecured, that we may issue. We may issue the debt securities in one or more series.
      The prospectus supplement and, if applicable, the pricing supplement or product supplement relating to any series of debt securities being offered, will include specific terms relating to the offering. These terms will include some or all of the following:
  • the price of the debt securities offered,
 
  • the title of the debt securities,
 
  • the total principal amount of the debt securities,
 
  • the date or dates, if any, on which the principal of and any premium on the debt securities will be payable,
 
  • any interest rate, the date from which interest will accrue, interest payment dates and record dates for interest payments,
 
  • whether the debt securities are senior or subordinated debt securities and, if subordinated, the ranking of such debt securities in relation to other senior or subordinated debt securities,
 
  • the places at which payments of principal and interest are payable,
 
  • the terms of any optional or mandatory redemption, including the price for the redemption,
 
  • any sinking fund provisions,
 
  • the terms of any payments on the debt securities that will be payable in foreign currency or currency units or another form,
 
  • the terms of any payments that will be payable by reference to any index or formula,
 
  • any changes or additions to the events of default or covenants described in this prospectus,
 
  • whether debt securities will be issued as discount securities and the amount of any discount,
 
  • whether the debt securities will be represented by one or more global securities,
 
  • any terms for the exchange of the debt securities for securities of any other entity, and
 
  • any other terms of the debt securities.
      We have the ability under the indenture to “re-open” a previously issued series of debt securities and issue additional debt securities of that series or establish additional terms of the series. We are also permitted to issue debt securities with the same terms as previously issued debt securities. Unless otherwise indicated in the related

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prospectus supplement or, if applicable, the pricing supplement or product supplement, the debt securities will not be listed on any securities exchange.
      The senior debt securities will be unsecured, unsubordinated indebtedness and will rank equally with all other unsecured and unsubordinated debt. The subordinated debt securities will be unsecured indebtedness and will be subordinated in right of payment to existing and future debt as set forth in the related prospectus supplement or, if applicable, the relevant pricing supplement or product supplement. See “Subordination” below.
      Some of the debt securities may be sold at a substantial discount below their stated principal amount. These debt securities will either bear no interest or will bear interest at a rate which at the time of issuance is below market rates. U.S. Federal income tax consequences and other special considerations applicable to discounted debt securities are discussed below under “Taxation in the United States” and may be discussed further in the prospectus supplement or, if applicable, the pricing supplement or product supplement relating to these debt securities.
Governing law
      The debt securities and the indenture will be governed by and construed in accordance with the laws of the State of New York, except that matters relating to the authorization and execution by us of the indenture and the debt securities issued under the indenture, will be governed by the laws of Norway. There are no limitations under the laws of Norway or our Articles of Association on the right of non-residents of Norway to hold the debt securities issued.
Form, exchange and transfer
      Unless otherwise specified in the related prospectus supplement or, if applicable, the related pricing supplement or product supplement, the debt securities of each series will be issuable in fully registered form, without coupons, in denominations of $1,000.00 and integral multiples thereof.
      Unless otherwise specified in the related prospectus supplement, or, if applicable, the related pricing supplement or product supplement, any payments of principal, interest and premium on registered debt securities will be payable and, subject to the terms of the indenture and the limitations applicable to global securities, debt securities may be transferred or exchanged at any office or agency we maintain for such purpose, without the payment of any service charge except for any applicable tax or governmental charge.
Global securities
      The debt securities of a series may be issued in the form of one or more global certificates that will be deposited with a depositary identified in a prospectus supplement or, if applicable, the related pricing supplement or product supplement. Unless a global certificate is exchanged in whole or in part for debt securities in definitive form, a global certificate may generally be transferred only as a whole and only to the depositary or to a nominee of the depositary or to a successor depositary or its nominee.
      Unless otherwise indicated in any prospectus supplement, or, if applicable, the related pricing supplement or product supplement, The Depositary Trust Company (DTC) will act as depositary. Beneficial interests in global certificates will be shown on records maintained by DTC and its participants and transfers of global certificates will be effected only through these records.
      The following paragraphs are based on information provided to us by DTC. DTC is a limited purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the United States Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered under Section 17A of the Exchange Act. DTC holds securities that its participants deposit with DTC. DTC also facilitates the clearance and recording of the settlement among its participants of securities transactions, such as transfers and pledges, in deposited securities through computerized records for participant’s accounts. This eliminates the need for physical exchange of certificates. Direct participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Other organizations such as securities brokers

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and dealers, banks and trust companies that work through a participant, either directly or indirectly use DTC’s book-entry system. The rules that apply to DTC and its participants are on file with the SEC.
      Pursuant to DTC’s procedures, upon the sale of debt securities represented by a global certificate to underwriters, DTC will credit the accounts of the participants designated by the underwriters with the principal amount of the debt securities purchased by the underwriters. Ownership of beneficial interests in a global certificate will be shown on DTC’s records (with respect to participants), by the participants (with respect to indirect participants and certain beneficial owners) and by the indirect participants (with respect to all other beneficial owners). The laws of some states require that certain persons take physical delivery in definitive form of the securities that they own. Consequently, the ability to transfer beneficial interests in a global certificate may be limited.
      We will wire principal and interest payments with respect to global certificates to DTC’s nominee. We and the trustee under the indenture will treat DTC’s nominee as the owner of the global certificates for all purposes. Accordingly, we, the trustee and the paying agent will have no direct responsibility or liability to pay amounts due on the global certificates to owners of beneficial interests in the global certificates.
      It is DTC’s current practice, upon receipt of any payment of principal or interest, to credit participants’ accounts on the payment date according to their beneficial interests in the global certificates as shown on DTC’s records. Payments by participants to owners of beneficial interests in the global certificates will be governed by standing instructions and customary practices between the participants and the owners of beneficial interests in the global certificates, as is the case with securities held for the account of customers registered in “street name”. However, payments will be the responsibility of the participants and not of DTC, the trustee or us.
      Debt securities of any series represented by a global certificate will be exchangeable for debt securities in definitive form with the same terms in authorized denominations only if:
  • DTC notifies us that it is unwilling or unable to continue as depositary, or DTC is no longer eligible to act as depositary, and we do not appoint a successor depositary within 90 days, or
 
  • we determine not to have the debt securities of a series represented by global certificates and notify the trustee of our decision.
      So long as DTC or its nominee is the registered owner and holder of the global notes, DTC or its nominee, as the case may be, will be considered the sole owner or holder of the debt securities represented by the global notes for all purposes under the indenture. Except as provided below, you, as the beneficial owner of interests in the global notes, will not be entitled to have debt securities registered in your name, will not receive or be entitled to receive physical delivery of debt securities in definitive form and will not be considered the owner or holder of those debt securities under the indenture. Accordingly, you, as the beneficial owner, must rely on the procedures of DTC and, if you are not a DTC participant, on the procedures of the DTC participants through which you own your interest, to exercise any rights of a holder under the indenture.
      Neither we, the trustee, nor any other agent of ours or agent of the trustee will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in global notes or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests. DTC’s practice is to credit the accounts of DTC’s direct participants with payment in amounts proportionate to their respective holdings in principal amount of beneficial interest in a security as shown on the records of DTC, unless DTC has reason to believe that it will not receive payment on the payment date. The underwriters will initially designate the accounts to be credited. Beneficial owners may experience delays in receiving distributions on their debt securities because distributions will initially be made to DTC, and they must be transferred through the chain of intermediaries to the beneficial owner’s account. Payments by DTC participants to you will be the responsibility of the DTC participant and not of DTC, the trustee or us. Accordingly, we and any paying agent will have no responsibility or liability for: any aspect of DTC’s records relating to, or payments made on account of, beneficial ownership interests in debt securities represented by a global securities certificate; any other aspect of the relationship between DTC and its participants or the relationship between those participants and the owners of beneficial interests in a global securities certificate held

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through those participants; or the maintenance, supervision or review of any of DTC’s records relating to those beneficial ownership interests.
      Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants, and by direct participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.
      We have been informed that, under DTC’s existing practices, if we request any action of holders of debt securities, or an owner of a beneficial interest in a global security such as you desires to take any action which a holder of debt securities is entitled to take under the indenture, DTC would authorize the direct participants holding the relevant beneficial interests to take such action, and those direct participants and any indirect participants would authorize beneficial owners owning through those direct and indirect participants to take such action or would otherwise act upon the instructions of beneficial owners owning through them.
Payments of additional amounts
      Unless the prospectus supplement or, if applicable, the pricing supplement or product supplement for a particular series of debt securities provides otherwise, we will make all payments on the debt securities of that series without withholding or deduction for any taxes or other governmental charges in effect on the date of issuance of the debt securities of that series or imposed in the future by or on behalf of Norway or any authority in Norway.
      In the event any Norwegian taxes or other charges are imposed on payments on any debt security of that series held by you, we will pay to you such additional amounts as may be necessary so that the net amounts receivable by you after any payment, withholding or deduction of tax or charge will equal the amounts of principal, any interest and any premium that would have been receivable on the debt security if there were no such payment, withholding or deduction; provided, however, that the amounts with respect to any Norwegian taxes will be payable only to holders that are not residents in Norway for purposes of its tax laws, and provided further, that we will not be required to make any payment of any additional amounts on account of:
  • your being a resident of Norway or having some connection with Norway (in the case of Norwegian taxes) other than the mere holding of the debt security or the receipt of principal, any interest, or any premium on the debt security,
 
  • your presentation of the debt security for payment more than 30 days after the later of (1) the due date for such payment or (2) the date we provide funds to make such payment to the trustee,
 
  • any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge,
 
  • any tax, assessment or other governmental charge payable other than by withholding from payments on the debt security,
 
  • any tax, assessment or other governmental charge which would not have been imposed or withheld if the holder had declared his or her non-residence in Norway or made a similar claim for exemption so that, upon making the declaration or the claim, the holder would either have been able to avoid the tax, assessment or charge or to obtain a refund of the tax, assessment or charge,
 
  • any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of, premium, if any, or any interest on, any debt security, if such payment can be made without such withholding by any other paying agent,
 
  • any withholding or deduction imposed on a payment that is required to be made pursuant to a European Union directive on the taxation of savings or related law or regulations, or
 
  • any combination of items above,

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nor shall additional amounts be paid with respect to any payment of the principal of, premium, if any, or any interest on any debt security to any holder who is a fiduciary, a partnership or a beneficial owner and who is other than the sole beneficial owner of the payment to the extent the fiduciary or a member of the partnership or a beneficial owner would not have been entitled to any additional amount had it been the holder of the debt security.
Tax redemption
      Unless the prospectus supplement or, if applicable, the pricing supplement or product supplement for a particular series of debt securities provides otherwise, we may redeem that series of debt securities before its maturity, in whole but not in part, if, at any time after the date of issuance of that series of securities, as a result of any:
  • amendment to, or change in, the laws of Norway or any political subdivision of Norway, or
 
  • change in the application or official interpretation of such laws or regulations,
where the amendment or change becomes effective after the date of the issuance of the series of debt securities, we become, or will become, obligated to pay any additional amounts as provided above under “Payments of additional amounts” and cannot reasonably avoid such obligation.
      Before we may redeem debt securities of a particular series as provided above, we must deliver to the trustee at least 30 days, but not more than 60 days, prior to the date fixed for redemption:
  • a written notice stating that the debt securities of a particular series are to be redeemed, specifying the redemption date and other pertinent information, and
 
  • an opinion of independent legal counsel selected by us to the effect that, as a result of the circumstances described above, we have or will become obligated to pay any additional amounts.
      We will give you at least 30 days’, but not more than 60 days’, notice before any tax redemption of a series of securities. On the redemption date, we will pay you the principal amount of your debt security, plus any accrued interest (including any additional amounts) to the redemption date.
Exchange
      The terms, if any, upon which debt securities of any series are exchangeable for other securities will be set forth in the related prospectus supplement. These terms may include the exchange price, the exchange period, provisions as to whether exchange will be at the option of the holders of that series of debt securities or at our option, any events requiring an adjustment of the exchange price, provisions affecting exchange in the event of the redemption of such series of debt securities and other relevant provisions relating to those securities.
Events of default
      Unless otherwise specified in the applicable pricing supplement or product supplement, the following are defined as events of default with respect to securities of any series outstanding under the indenture:
  • failure to pay principal or premium, if any, on any debt security of that series when due, and continuance of such a default for a period of 15 days or any applicable longer grace period,
 
  • failure to pay any interest on any debt security of that series when due, and continuance of such a default for a period of 30 days or any applicable longer grace period,
 
  • failure to deposit any sinking fund payment, when due and continuance of such a default beyond any applicable grace period, on any debt security of that series,
 
  • failure to perform any of our other covenants or the breach of any of the warranties in the indenture after being given written notice and continuance of such a default for a period of 90 days or any applicable longer grace period,

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  • certain events in bankruptcy, insolvency or reorganization, and
 
  • any other event of default provided with respect to debt securities of that series.
      If an event of default for any series of debt securities occurs and continues, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series may accelerate the maturity of the debt securities of that series (or, such portion of the principal amount of such debt securities as may be specified in a prospectus supplement) and declare all amounts of that series due and payable or deliverable immediately. If an acceleration occurs, subject to specified conditions, the holders of a majority of the aggregate principal amount of the outstanding debt securities of that series may rescind and annul such acceleration, provided that all payments and/or deliveries due, other than those due as a result of acceleration, have been made and all events of default have been cured or waived. Because each series of debt securities will be independent of each other series, a default in respect of one series will not necessarily in itself result in a default or acceleration of the maturity of a different series of debt securities.
      Other than its duties in case of an event of default, the trustee is not obligated to exercise any of its rights or powers under the indenture at the request or direction of any of the holders, unless the holders offer the trustee indemnity reasonably satisfactory to it. Subject to the indemnification of the trustee, the holders of a majority in aggregate principal amount of the outstanding debt securities of any series may direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the debt securities of that series.
      A holder of debt securities of any series will not have any right to institute any proceeding with respect to the indenture unless:
  • the holder previously gave written notice to the trustee of an event of default,
 
  • the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made written request, and have offered reasonable indemnity to the trustee to institute such proceeding as trustee, and
 
  • the trustee fails to institute such proceeding, and has not received from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series a direction inconsistent with such request, within 60 days after such notice, request and offer.
      The limitations described above do not apply to a suit instituted by a holder of a debt security for the enforcement of payment of the principal, interest or premium on that debt security on or after the applicable due date specified in that debt security.
      The holders of a majority in principal amount of the outstanding debt securities of any series may waive an event of default with respect to that series, except a default:
  • in the payment of any amounts due and payable or deliverable under the debt securities of that series, or
 
  • in respect of an obligation of Eksportfinans that cannot be modified under the terms of the indenture without the consent of each holder of each series of debt securities affected.
      We will be required to furnish to the trustee annually a statement by our officers as to whether or not we are in default in the performance of any of the terms of the indenture.
Subordination
      The indebtedness evidenced by the subordinated debt securities will, to the extent provided pursuant to the indenture with respect to each series of subordinated debt securities, be subordinate in right of payment to the prior payment in full of all of our senior debt, as defined, including any senior debt securities and any subordinated debt securities that are defined as senior debt for purposes of a particular series of subordinated debt securities. The prospectus supplement or, if applicable, the pricing supplement or product supplement relating to

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any subordinated debt securities will summarize the subordination provisions of the indenture applicable to that series including:
  • the applicability and effect of such provisions upon any payment or distribution of our assets to creditors upon any liquidation, bankruptcy, insolvency or similar proceedings,
 
  • the applicability and effect of such provisions in the event of specified defaults with respect to senior debt, including the circumstances under which and the periods in which we will be prohibited from making payments on the subordinated debt securities, and
 
  • the definition of senior debt applicable to the subordinated debt securities of that series including whether and to what extent the subordinated debt of that series shall be subordinated to other subordinated debt of their issuer.
      In the event and during the continuation of any default in the payment of any senior debt continuing beyond any applicable grace period specified in the instrument evidencing that senior debt (unless and until the default shall have been cured or waived or shall have ceased to exist), no payments on account of principal, premium, if any, or interest, if any, on the subordinated debt securities or sums payable with respect to the exchange, if applicable, of the subordinated debt securities may be made pursuant to the subordinated debt securities.
      Upon payment or distribution of our assets to creditors upon dissolution or winding-up or total or partial liquidation or reorganization, whether voluntary or involuntary in bankruptcy, insolvency, receivership or other proceedings, the holders of our senior debt will be entitled to receive payment in full of all amounts due on the senior debt before any payment is made by us on account of principal, premium, if any, or interest, if any, on the subordinated debt securities.
      By reason of this subordination, in the event of our insolvency, holders of subordinated debt securities may recover less, ratably, and holders of senior debt may recover more, ratably, than our other creditors. The indenture does not limit the amount of senior debt that we may issue.
Defeasance
      Unless otherwise indicated in the related prospectus supplement or, if applicable, the pricing supplement or product supplement, we may elect, at our option at any time, to have the provisions of the indenture relating (a) to defeasance and discharge of indebtedness or (b) to defeasance of certain restrictive covenants apply to the debt securities of any series, or to any specified part of a series.
      In order to exercise either option, we must irrevocably deposit, in trust for the benefit of the holders of those debt securities, money or U.S. government securities, or both, that, through the payment of principal and interest in accordance with their terms, will provide amounts sufficient to pay the principal of and any premium and interest on those debt securities on the respective stated maturities in accordance with the terms of the indenture and those debt securities. Any additional conditions to exercising these options with respect to a series of debt securities will be described in a related prospectus supplement.
      If we meet all the conditions to clause (a) above and elect to do so, we will be discharged from all our obligations with respect to the applicable debt securities and, if those debt securities are subordinated debt securities, the provisions relating to subordination will cease to be effective (other than obligations to register transfer of debt securities, to replace lost, stolen or mutilated certificates and to maintain paying agencies). We shall be deemed to have paid and discharged the entire indebtedness represented by the applicable debt securities and to have satisfied all of our obligations under the debt securities and the indenture relating to those debt securities.
      If we meet all the conditions to clause (b) above and elect to do so, we may omit to comply with and shall have no liability in respect of certain restrictive covenants as described in the related prospectus supplement and, if those debt securities are subordinated debt securities, the provisions of the indenture relating to subordination will cease to be effective, in each case with respect to those debt securities.

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Modification of the indenture
      Under the indenture, our rights and obligations and the rights of holders may be modified with the consent of the holders holding not less than a majority of the aggregate principal amount of the outstanding debt securities of each series affected by the modification. No modification of the principal or interest payment terms, and no modification reducing the percentage required for modifications or altering the provisions relating to the waiver of any past default, will be effective against any holder without its consent. We and the trustee may also amend the indenture or any supplement to the indenture without the consent of the holders of any debt securities to evidence the succession or addition of another corporation to Eksportfinans, to evidence the replacement of the trustee with respect to one or more series of debt securities and for certain other purposes.
Consolidation, merger or disposition of assets
      We may not consolidate with or merge into, or sell or lease substantially all of our assets to any person unless:
  • the successor person expressly assumes our obligations on the debt securities and under the indenture,
 
  • immediately after giving effect to the transaction, no event of default, and no event which, after notice or lapse of time or both, would become an event of default, shall have occurred and be continuing, and
 
  • any other conditions specified in the related prospectus supplement or, if applicable, the pricing supplement or product supplement are met.
Concerning the trustee
      We and certain of our affiliates and subsidiaries may maintain deposit account and lines of credit and have other customary banking relationship with the trustee and its affiliates in the ordinary course of our and their respective businesses.
      Pursuant to the Trust Indenture Act, should a default occur with respect to the debt securities constituting our senior debt securities or subordinated debt securities, the trustee would be required to resign as trustee with respect to the debt securities constituting either the senior debt securities or the subordinated debt securities under the indenture within 90 days of the default unless the default were cured, duly waived or otherwise eliminated or unless only senior debt securities or subordinated debt securities are outstanding under the indenture at the time of the default.
TAXATION IN NORWAY
      This discussion is the opinion of Wiersholm, Mellbye & Bech, advokatfirma AS insofar as it relates to matters of Norwegian tax law and describes certain material Norwegian tax consequences to beneficial holders of debt securities.
      This section does not address all Norwegian income tax matters that may be relevant to a particular prospective holder. This section is based on Norwegian law, regulations and judicial and administrative interpretations, in each case as in effect and available on the date of this prospectus. All of the foregoing are subject to changer, which change could apply retroactively and could affect the consequences described below. Each investor should consult its own tax advisor with respect to possible Norwegian tax consequences of acquiring, owning or disposing of the debt securities in their particular circumstances.
      Unless the prospectus supplement or, if applicable, the pricing supplement or product supplement for a particular series of debt securities so provides, we will make all payments on the debt securities of that series without withholding or deduction for any taxes or other governmental charges in effect on the date of issuance of the debt securities of that series or imposed in the future by or on behalf of Norway or any authority in Norway. See “Description of debt securities — Payments of additional amounts” and “— Tax redemption”, above.
      Interest paid on the debt securities to a non-Norwegian person not resident in Norway are not subject to income tax or withholding tax in Norway.

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      Gains derived from the sale of Eksportfinans’s debt securities by a non-Norwegian person not resident in Norway are not subject to Norwegian income taxes.
      A non-Norwegian person not resident in Norway who holds Eksportfinans’s debt securities is not subject to Norwegian inheritance, gift or wealth tax unless such person operates a business through a permanent establishment in Norway and payments on such securities are attributable to such business. Norwegian inheritance and gift tax may, however, under certain circumstances be imposed on holders who are non-resident Norwegian citizens. Under the United States-Norway estate and inheritance tax treaty, a United States citizen or domiciliary who becomes liable to pay Norwegian inheritance or gift taxes generally will be entitled to credit against his U.S. estate or gift tax liability the amount of such Norwegian taxes.
TAXATION IN THE UNITED STATES
      This discussion is the opinion of Allen & Overy LLP insofar as it relates to matters of U.S. Federal income tax law and describes certain material U.S. Federal income tax consequences to beneficial holders of debt securities. This section addresses only the U.S. Federal income tax considerations for holders that acquire the debt securities at their original issuance and hold the debt securities as capital assets. This section does not address all U.S. Federal income tax matters that may be relevant to a particular prospective holder. Each prospective investor should consult a professional tax advisor with respect to the tax consequences of an investment in the debt securities under their particular circumstances. This section does not address tax considerations applicable to a holder of a debt security that may be subject to special tax rules including, without limitation, the following:
  • financial institutions,
 
  • insurance companies,
 
  • dealers or traders in securities, currencies or notional principal contracts,
 
  • tax-exempt entities,
 
  • regulated investment companies,
 
  • real estate investment trusts,
 
  • S corporations,
 
  • persons that will hold the debt securities as part of a “hedging” or “conversion” transaction or as a position in a “straddle” or as part of a “synthetic security” or other integrated transaction for U.S. Federal income tax purposes,
 
  • persons that own (or are deemed to own) 10% or more (by voting power) of our stock,
 
  • partnerships, pass-through entities or persons who hold the debt securities through partnerships or other pass-through entities, and
 
  • holders that have a “functional currency” other than the U.S. dollar.
      Further, this section does not address alternative minimum tax consequences or the indirect effects on the holders of equity interests in a holder of a debt security. This section also does not address the U.S. Federal estate and gift tax consequences to holders of debt securities.
      This discussion does not cover every type of debt security that may be issued under this prospectus. If we intend to issue a debt security of a type not described in this summary, or if there are otherwise special tax consequences with respect to the debt security that are not covered herein, additional tax information will be provided in the prospectus supplement and, if applicable, the pricing supplement or product supplement for the applicable debt security.
      This section is based on the U.S. Internal Revenue Code of 1986, as amended (the Code), U.S. Treasury regulations and judicial and administrative interpretations, in each case as in effect and available on the date of

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this prospectus. All of the foregoing are subject to change, which change could apply retroactively and could affect the tax consequences described below.
      Each prospective investor should consult its own tax advisor with respect to the U.S. federal, state, local and foreign tax consequences of acquiring, owning or disposing of the debt securities in their particular circumstances.
      For the purposes of this section, a U.S. holder is a beneficial owner of debt securities that is, for U.S. Federal income tax purposes:
  • a citizen or individual resident of the United States,
 
  • a corporation, or other entity that is treated as a corporation for U.S. Federal income tax purposes, created or organized in or under the laws of the United States or any state of the United States (including the District of Columbia),
 
  • an estate, the income of which is subject to U.S. Federal income taxation regardless of its source, or
 
  • a trust, if a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of the substantial decisions of such trust.
      A non-U.S. holder is a beneficial owner of debt securities that is not a U.S. holder. If a partnership holds debt securities, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. Partners of partnerships holding debt securities should consult their tax advisor.
U.S. Federal income tax consequences to U.S. holders
Interest
      Interest paid on the debt securities, other than interest on a discount note that is not qualified stated interest (each as defined below under “Original issue discount”), will be taxable to a U.S. holder as ordinary interest income at the time it is received or accrued, depending on the U.S. holder’s method of accounting for U.S. Federal income tax purposes.
      A U.S. holder utilizing the cash method of accounting for U.S. Federal income tax purposes that receives an interest payment denominated in a foreign currency will be required to include in income the U.S. dollar value of that interest payment, based on the exchange rate in effect on the date of receipt, regardless of whether the payment is in fact converted into U.S. dollars.
      If interest on a debt security is payable in a foreign currency, an accrual basis U.S. holder is required to include in income the U.S. dollar value of the amount of interest income accrued on a debt security during the accrual period. An accrual basis U.S. holder may determine the amount of the interest income to be recognized in accordance with either of two methods. Under the first accrual method, the amount of income accrued will be based on the average exchange rate in effect during the interest accrual period or, with respect to an accrual period that spans two taxable years, the part of the period within the taxable year. Under the second accrual method, the U.S. holder may elect to determine the amount of income accrued on the basis of the exchange rate in effect on the last day of the accrual period or, in the case of an accrual period that spans two taxable years, the exchange rate in effect on the last day of the part of the period within the taxable year. If the last day of the accrual period is within five business days of the date the interest payment is actually received, an electing accrual basis U.S. holder may instead translate that interest expense at the exchange rate in effect on the day of actual receipt. Any election to use the second accrual method will apply to all debt instruments held by the U.S. holder at the beginning of the first taxable year to which the election applies or thereafter acquired by the U.S. holder and will be irrevocable without the consent of the U.S. Internal Revenue Service (the IRS).
      A U.S. holder utilizing either of the foregoing two accrual methods may recognize ordinary income or loss with respect to accrued interest income on the date of receipt of the interest payment (including a payment attributable to accrued but unpaid interest upon the sale or retirement of a debt security). The amount of ordinary income or loss, if any, will equal the difference between the U.S. dollar value of the interest payment received (determined on the date the payment is received) in respect of the accrual period and the U.S. dollar value of

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interest income that has accrued during that accrual period (as determined under the accrual method utilized by the U.S. holder).
      Foreign currency received as interest on the debt securities will have a tax basis equal to its U.S. dollar value at the time the interest payment is received. Gain or loss, if any, realized by a U.S. holder on a sale or other disposition of that foreign currency will be ordinary income or loss and will generally be income from sources within the United States for foreign tax credit limitation purposes.
      Interest on the debt securities received by a U.S. holder will be treated as foreign source income for the purposes of calculating that holder’s foreign tax credit limitation. The limitation on foreign taxes eligible for the U.S. foreign tax credit is calculated separately with respect to specific classes of income. The rules relating to foreign tax credits and the timing thereof are complex. U.S. holders should consult their own tax advisers regarding the availability of a foreign tax credit under their particular situation.
Original issue discount
      A debt security, other than a debt security with a term of one year or less (a short-term note), will be treated as issued at an original issue discount (OID, and a debt security issued with OID, a discount note) for U.S. Federal income tax purposes if the excess of the sum of all payments provided under the debt security, other than qualified stated interest payments, as defined below, over the issue price of the debt security is more than a de minimis amount, as defined below. Qualified stated interest is generally interest paid on a debt security that is unconditionally payable at least annually at a single fixed rate. The issue price of the debt securities will be the first price at which a substantial amount of the debt securities are sold to persons other than bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents, or wholesalers. Special rules for “variable rate debt securities” are described below under “Original issue discount — Variable rate debt securities”.
      In general, if the excess of the sum of all payments provided under the debt security other than qualified stated interest payments (the stated redemption price at maturity) over its issue price is less than 0.25% of the debt security’s stated redemption price at maturity multiplied by the number of complete years to its maturity, then such excess, if any, constitutes de minimis OID and the debt security is not a discount note. Unless the election described below under “Election to Treat All Interest as OID” is made, a U.S. holder of a debt security with de minimis OID must include such de minimis OID in income as stated principal payments on the debt security are made. The includable amount with respect to each such payment will equal the product of the total amount of the debt security’s de minimis OID and a fraction, the numerator of which is the amount of the principal payment made and the denominator of which is the stated principal amount of the debt security.
      A U.S. holder will be required to include OID on a discount note in income for U.S. Federal income tax purposes as it accrues, calculated on a constant-yield method, before the actual receipt of cash attributable to that income, regardless of the U.S. holder’s method of accounting for U.S. Federal income tax purposes. Under this method, U.S. holders generally will be required to include in income increasingly greater amounts of OID over the life of the discount notes.
      OID for any accrual period on a discount note that is denominated in, or determined by reference to, a foreign currency will be determined in that foreign currency and then translated into U.S. dollars in the same manner as interest payments accrued by an accrual basis U.S. holder, as described under “Interest” above. Upon receipt of an amount attributable to OID in these circumstances, a U.S. holder may recognize ordinary income or loss.
      OID on a discount note will be treated as foreign source income for the purposes of calculating a U.S. holder’s foreign tax credit limitation. The limitation on foreign taxes eligible for the U.S. foreign tax credit is calculated separately with respect to specific classes of income. The rules relating to foreign tax credits and the timing thereof are complex. U.S. holders should consult their own tax advisers regarding the availability of a foreign tax credit under their particular situation.

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Acquisition premium
      A U.S. holder that purchases a debt security for an amount less than or equal to the sum of all amounts payable on the debt security after the purchase date other than payments of qualified stated interest but in excess of its adjusted issue price and that does not make the election described below under “Election to treat all interest as OID” will have acquisition premium. Investors should consult their own tax advisors regarding the U.S. Federal income tax implications of acquisition premium.
Market discount
      A debt security, other than a short-term note, will be treated as purchased at a market discount (a market discount note) if the debt security’s stated redemption price at maturity or, in the case of a discount note, the debt security’s “revised issue price”, exceeds the amount for which the U.S. holder purchased the debt security by at least 0.25% of the debt security’s stated redemption price at maturity or revised issue price, respectively, multiplied by the number of complete years to the debt security’s maturity. If such excess is not sufficient to cause the debt security to be a market discount note, then such excess constitutes de minimis market discount and the debt security is not subject to the rules discussed in the following paragraphs. For these purposes, the revised issue price of a debt security generally equals its issue price, increased by the amount of any OID that has accrued on the debt security.
      Any gain recognized on the maturity or disposition of a market discount note will be treated as ordinary income to the extent that such gain does not exceed the accrued market discount on that debt security. Alternatively, a U.S. holder of a market discount note may elect to include market discount in income currently over the life of the debt security. Such an election shall apply to all debt instruments with market discount acquired by the electing U.S. holder on or after the first day of the first taxable year to which the election applies. This election may not be revoked without the consent of the IRS.
      Market discount on a market discount note will accrue on a straight-line basis unless the U.S. holder elects to accrue such market discount on a constant-yield method. Such an election shall apply only to the debt security with respect to which it is made and may not be revoked. A U.S. holder of a market discount note that does not elect to include market discount in income currently generally will be required to defer deductions for interest on borrowings allocable to that market discount note in an amount not exceeding the accrued market discount on that market discount note until the maturity or disposition of that market discount note.
Election to treat all interest as OID
      A U.S. holder may elect to include in gross income all interest that accrues on a debt security using the constant-yield method under the heading “Original issue discount”, with the modifications described below. For the purposes of this election, interest includes stated interest, OID, de minimis OID, market discount, de minimis market discount and unstated interest, as adjusted by any amortizable bond premium or acquisition premium.
      In applying the constant-yield method to a debt security with respect to which this election has been made, the issue price of the debt security will equal its cost to the electing U.S. holder, the issue date of the debt security will be the date of its acquisition by the electing U.S. holder, and no payments on the debt security will be treated as payments of qualified stated interest. This election will generally apply only to the debt security with respect to which it is made and may not be revoked without the consent of the IRS. If this election is made with respect to a debt security with amortizable bond premium, then the electing U.S. holder will be deemed to have elected to apply amortizable bond premium against interest with respect to all debt instruments with amortizable bond premium (other than debt instruments the interest on which is excludible from gross income) held by the electing U.S. holder as of the beginning of the taxable year in which the debt security with respect to which the election is made is acquired or thereafter acquired. The deemed election with respect to amortizable bond premium may not be revoked without the consent of the IRS.
      If the election to apply the constant-yield method to all interest on a debt security is made with respect to a market discount note, the electing U.S. holder will be treated as having made the election discussed above under

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“Original issue discount — Market discount” to include market discount in income currently over the life of all debt instruments held or thereafter acquired by such U.S. holder.
Variable rate debt securities.
      A variable rate debt security is a debt security that:
  • has an issue price that does not exceed the total non-contingent principal payments by more than the lesser of (i) the product of (x) the total non-contingent principal payments, (y) the number of complete years to maturity from the issue date and (z) 0.015, or (ii) 15% of the total non-contingent principal payments; and
 
  • does not provide for stated interest other than stated interest compounded or paid at least annually at (i) one or more “qualified floating rates”, (ii) a single fixed rate and one or more qualified floating rates, (iii) a single “objective rate” or (iv) a single fixed rate and a single objective rate that is a “qualified inverse floating rate”.
      A qualified floating rate or objective rate in effect at anytime during the term of the instrument must be set at a “current value” of that rate. A current value of a rate is the value of the rate on any day that is no earlier than three months prior to the first day on which that value is in effect and no later than one year following that first day.
      A variable rate is a qualified floating rate if (i) variations in the value of the rate can reasonably be expected to measure contemporaneous variations in the cost of newly borrowed funds in the currency in which the note is denominated or (ii) it is equal to the product of such a rate and either (a) a fixed multiple that is greater than 0.65 but not more than 1.35, or (b) a fixed multiple greater than 0.65 but not more than 1.35, increased or decreased by a fixed rate. If a note provides for two or more qualified floating rates that (i) are within 0.25 percentage points of each other on the issue date or (ii) can reasonably be expected to have approximately the same values throughout the term of the debt security, the qualified floating rates together constitute a single qualified floating rate. A rate is not a qualified floating rate, however, if the rate is subject to certain restrictions (including caps, floors, governors, or other similar restrictions) unless such restrictions are fixed throughout the term of the debt security or are not reasonably expected to significantly affect the yield on the note.
      An objective rate is a rate, other than a qualified floating rate, that is determined using a single fixed formula and that is based on objective financial or economic information that is not within the control of or unique to the circumstances of the relevant issuer or a related party (such as dividends, profits or the value of the relevant issuer’s stock). A variable rate is not an objective rate, however, if it is reasonably expected that the average value of the rate during the first half of the debt security’s term will be either significantly less than or significantly greater than the average value of the rate during the final half of the debt security’s term. An objective rate is a qualified inverse floating rate if (i) the rate is equal to a fixed rate minus a qualified floating rate, and (ii) the variations in the rate can reasonably be expected to inversely reflect contemporaneous variations in the qualified floating rate.
      If interest on a debt security is stated at a fixed rate for an initial period of one year or less followed by either a qualified floating rate or an objective rate for a subsequent period and (i) the fixed rate and the qualified floating rate or objective rate have values on the issue date of the debt security that do not differ by more than 0.25 percentage points or (ii) the value of the qualified floating rate or objective rate is intended to approximate the fixed rate, the fixed rate and the qualified floating rate or the objective rate constitute a single qualified floating rate or objective rate.
      In general, if a variable rate debt security provides for stated interest at a single qualified floating rate or objective rate, all stated interest on the debt security is qualified stated interest and the amount of OID, if any, is determined under the rules applicable to fixed rate debt instruments by using, in the case of a qualified floating rate or qualified inverse floating rate, the value as of the issue date of the qualified floating rate or qualified inverse floating rate, or, in the case of any other objective rate, a fixed rate that reflects the yield reasonably expected for the debt security.

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      If a variable rate debt security does not provide for stated interest at a single qualified floating rate or a single objective rate and also does not provide for interest payable at a fixed rate (other than at a single fixed rate for an initial period), the amount of interest and OID accruals on the debt security are generally determined by: (i) determining a fixed rate substitute for each variable rate provided under the variable rate debt security (generally, the value of each variable rate as of the issue date or, in the case of an objective rate that is not a qualified inverse floating rate, a rate that reflects the reasonably expected yield on the note), (ii) constructing the equivalent fixed rate debt instrument (using the fixed rate substitutes described above), (iii) determining the amount of qualified stated interest and OID with respect to the equivalent fixed rate debt instrument, and (iv) making the appropriate adjustments for actual variable rates during the applicable accrual period.
      If a variable rate debt security provides for stated interest either at one or more qualified floating rates or at a qualified inverse floating rate, and in addition provides for stated interest at a single fixed rate (other than at a single fixed rate for an initial period), the amount of interest and OID accruals are determined as in the immediately preceding paragraph with the modification that the variable rate debt security is treated, for the purposes of the first three steps of the determination, as if it provided for a qualified floating rate (or a qualified inverse floating rate, as the case may be) rather than the fixed rate. The qualified floating rate (or qualified inverse floating rate) replacing the fixed rate must be such that the fair market value of the variable rate debt security as of the issue date would be approximately the same as the fair market value of an otherwise identical debt instrument that provides for the qualified floating rate (or qualified inverse floating rate) rather than the fixed rate.
Index debt securities, exchangeable debt securities and other debt securities subject to contingencies.
      Special U.S. Federal income tax rules apply with respect to index debt securities, exchangeable debt securities and debt securities which are subject to the rules governing contingent payment debt instruments and are not subject to the rules governing variable rate debt instruments. The timing and character of income, gain or loss reported on such debt security may differ substantially from the timing and character of income, gain or loss reported on a non-contingent payment debt instrument under general principles of current U.S. Federal income tax law. If any such securities are issued, information concerning the U.S. Federal income tax consequences of such securities will be provided in the applicable pricing supplement or product supplement.
Securities with perpetual maturity.
      Although the treatment of securities with a perpetual maturity is not entirely clear, securities with a perpetual maturity may not be characterized as debt for U.S. Federal income tax purposes. As a result, certain of the tax provisions discussed herein may not be applicable to securities with perpetual maturity. If any such securities are issued, information concerning the U.S. Federal income tax consequences of such securities will be provided in the applicable pricing supplement or product supplement. Prospective purchasers are advised to consult their tax advisors regarding the tax treatment of such securities for U.S. federal income tax purposes.
Debt securities subject to redemption
      Certain of the debt securities (1) may be redeemable at the option of the issuer prior to their maturity (a call option) and/or (2) may be repayable at the option of the holder prior to their stated maturity (a put option). Debt securities containing such features may be subject to rules that are different from the general rules discussed above and the tax consequences of an investment in such debt securities will depend, in part, on the particular terms and features of such debt securities. The prospectus supplement for the debt securities will contain additional discussion relating to the terms and features of such debt securities.
Short-term debt securities
      Short-term debt securities will be treated as having been issued with OID. In general, an individual or other cash method U.S. holder is not required to accrue such OID unless the U.S. holder elects to do so. If such an election is not made, any gain recognized by the U.S. holder on the sale, exchange or maturity of the short-term debt security will be ordinary income to the extent of the OID accrued on a straight-line basis, or upon election

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under the constant yield method (based on daily compounding), through the date of sale or maturity, and a portion of the deductions otherwise allowable to the U.S. holder for interest on borrowings allocable to the short-term debt security will be deferred until a corresponding amount of income is realized. U.S. holders who report income for U.S. Federal income tax purposes under the accrual method are required to accrue OID on a short-term debt security on a straight-line basis unless an election is made to accrue the OID under a constant yield method (based on daily compounding).
Debt securities purchased at a premium
      A U.S. holder that purchases a debt security for an amount in excess of its principal amount may elect to treat such excess as amortizable bond premium. If this election is made, the amount required to be included in the U.S. holder’s income each year with respect to interest on the debt security will be reduced by the amount of amortizable bond premium allocable (based on the debt security’s yield to maturity) to such year. In the case of a debt security that is denominated in, or determined by reference to, a foreign currency, amortizable bond premium will be computed in units of foreign currency, and amortizable bond premium will reduce interest income in units of foreign currency. At the time amortizable bond premium offsets interest income, a U.S. holder realizes exchange gain or loss (taxable as ordinary income or loss) equal to the difference between exchange rates at that time and at the time of the acquisition of the debt securities. Any election to amortize bond premium shall apply to all bonds (other than bonds the interest on which is excludible from gross income) held by the U.S. holder at the beginning of the first taxable year to which the election applies or thereafter acquired by the U.S. holder and is irrevocable without the consent of the IRS.
Sale, exchange or retirement of the debt securities
      A U.S. holder’s tax basis in a debt security will generally equal its “U.S. dollar cost”, increased by the amount of any OID or market discount included in the U.S. holder’s income with respect to the debt security and the amount, if any, of income attributable to de minimis OID and de minimis market discount included in the U.S. holder’s income with respect to the debt security (each as determined above), and reduced by the amount of any payments with respect to the debt security that are not qualified stated interest payments and the amount of any amortizable bond premium applied to reduce interest on the debt security. The U.S. dollar cost of a debt security purchased with a foreign currency will generally be the U.S. dollar value of the purchase price on (1) the date of purchase or (2) in the case of a debt security traded on an established securities market (as defined in the applicable U.S. Treasury regulations), that is purchased by a cash basis U.S. holder (or an accrual basis U.S. holder that so elects), on the settlement date for the purchase. A U.S. holder will generally recognize gain or loss on the sale, exchange or retirement of a debt security equal to the difference between the amount realized on the sale, exchange or retirement and the tax basis of the debt security. The amount realized on the sale, exchange or retirement of a debt security for an amount in foreign currency will be the U.S. dollar value of that amount on the date of disposition, or in the case of debt securities traded on an established securities market (as defined in the applicable U.S. Treasury regulations) that are sold by a cash basis U.S. holder or by an accrual basis U.S. holder that so elects, on the settlement date for the sale.
      Gain or loss recognized by a U.S. holder on the sale, exchange or retirement of a debt security that is attributable to changes in currency exchange rates will be ordinary income or loss and will consist of OID exchange gain or loss and principal exchange gain or loss. OID exchange gain or loss will equal the difference between the U.S. dollar value of the amount received on the sale, exchange or retirement of a debt security that is attributable to accrued but unpaid OID as determined by using the exchange rate on the date of the sale, exchange or retirement and the U.S. dollar value of accrued but unpaid OID as determined by the U.S. holder under the rules described above under “Original issue discount”. Principal exchange gain or loss will equal the difference between the U.S. dollar value of the U.S. holder’s purchase price of the debt security in foreign currency determined on the date of the sale, exchange or retirement, and the U.S. dollar value of the U.S. holder’s purchase price of the debt security in foreign currency determined on the date the U.S. holder acquired the debt security. The foregoing foreign currency gain or loss will be recognized only to the extent of the total gain or loss realized by the U.S. holder on the sale, exchange or retirement of the debt security, and will generally be treated as from sources within the United States for U.S. foreign tax credit limitation purposes.

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      Any gain or loss recognized by a U.S. holder in excess of foreign currency gain recognized on the sale, exchange or retirement of a debt security would generally be U.S. source capital gain or loss (except to the extent such amounts are attributable to market discount, accrued but unpaid interest, or subject to the general rules governing contingent payment obligations). In the case of a U.S. holder that is an individual, estate or trust, the maximum marginal federal income tax rate applicable to such capital gain is currently lower than the maximum marginal federal income tax rate applicable to ordinary income if the debt securities are held for more than one year. The deductibility of capital losses is subject to limitations.
      A U.S. holder will have a tax basis in any foreign currency received on the sale, exchange or retirement of a debt security equal to the U.S. dollar value of the foreign currency at the time of the sale, exchange or retirement. Gain or loss, if any, realized by a U.S. holder on a sale or other disposition of that foreign currency will be ordinary income or loss and will generally be income from sources within the United States for foreign tax credit limitation purposes.
      U.S. Treasury Regulations (the Disclosure Regulations) meant to require the reporting of certain tax shelter transactions (Reportable Transactions) could be interpreted to cover transactions generally not regarded as tax shelters. Under the Disclosure Regulations it may be possible that certain transactions with respect to the debt securities may be characterized as Reportable Transactions requiring a holder to disclose that transaction, such as a sale, exchange, retirement or other taxable disposition of a debt security that results in a loss exceeding certain thresholds and meeting other specified conditions. Prospective investors in debt securities should consult with their own tax advisors to determine the tax return obligations, if any, with respect to an investment in the debt securities under their particular circumstances.
Special categories of debt securities
      Additional tax rules may apply to other categories of debt securities of Eksportfinans. The prospectus supplement and, if applicable, the pricing supplement or product supplement will describe the rules applicable to these debt securities. In addition, you should consult your tax advisor in these situations. These categories of debt securities include:
  • debt securities that are extendable at the option of the issuer or the holder,
 
  • debt securities that are issued in bearer form, and
 
  • debt securities that are callable by the issuer before their maturity, other than typical calls at a premium.
Information reporting and backup withholding
      In general, information reporting requirements may apply to certain payments of interest and OID on debt securities, and to certain payments of the proceeds of a sale, redemption or other disposition of Notes. A backup withholding tax may apply to such payments or proceeds if the beneficial owner fails to provide a correct taxpayer identification number or certification of exempt status or otherwise to comply with the applicable backup withholding requirements. Information reporting and backup withholding may be required on interest payments to a beneficial owner of a debt securities made within the United States or by a paying agent, custodian, nominee or agent of the beneficial owner that is a “U.S. Controlled Person” (as defined below) unless (1) the beneficial owner is a corporation or a financial institution or is otherwise eligible for an exemption from information reporting (and, if necessary, demonstrates its eligibility for the relevant exemption) or (2) the paying agent, custodian, nominee or agent (i) obtains a withholding certificate or other appropriate documentary evidence establishing that the beneficial owner is not a United States person, and (ii) does not have actual knowledge or reason to know that the information contained therein is false.
      Proceeds from the sale or redemption of debt securities through a broker in the United States may be subject to information reporting and backup withholding unless (1) the beneficial owner is a corporation or a financial institution or is otherwise eligible for an exemption from information reporting, or (2) such broker (i) obtains a withholding certificate or other appropriate documentation establishing that the beneficial owner is not a United States person and (ii) does not have actual knowledge or reason to know that the information contained therein is false.

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      Proceeds from the sale or redemption of a debt securities through the foreign office of a broker that is a “U.S. Controlled Person” may be subject to information reporting and, in certain cases, backup withholding unless (1) the beneficial owner is a corporation or a financial institution or is otherwise eligible for an exemption from information reporting (and, if necessary, demonstrates its eligibility for the relevant exemption) or (2) such broker (i) obtains a withholding certificate or other appropriate documentary evidence establishing that the beneficial owner is a non-U.S. holder, and (ii) does not have actual knowledge or reason to know that the information contained therein is false.
      A U.S. Controlled Person is a person that (1) is a United States person, (2) derives at least 50 per cent of its gross income from certain periods from the conduct of a trade or business within the United States, (3) is a controlled foreign corporation for U.S. federal income tax purposes, or (4) is a foreign partnership that, at any time during its taxable year, is more than 50 per cent owned (by income or capital interest) by United States persons or is engaged in the conduct of a trade or business within the United States.
      Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a holder’s U.S. federal income tax liability. A holder may obtain a refund of any excess amounts withheld under the backup withholding rules by filing appropriate claim for a refund with the IRS and furnishing any required information.
U.S. Federal income tax consequences to non-U.S. holders
Sale, exchange or retirement of debt securities
      If you sell, exchange or redeem debt securities, you will generally not be subject to U.S. Federal income tax on any gain, unless one of the following applies:
  • the gain is connected with a trade or business that you conduct in the United States through an office or other fixed place of business, or
 
  • you are an individual, you are present in the United States for at least 183 days during the year in which you dispose of the debt security, and certain other conditions are satisfied.
Information reporting and backup withholding
      United States rules concerning information reporting and backup withholding are described above. These rules apply to non-U.S. holders as follows:
      Information reporting and backup withholding may apply if you use the U.S. office of a broker or agent, and information reporting (but not backup withholding) may apply if you use the foreign office of a broker or agent that has certain connections to the United States. You may be required to comply with applicable certification procedures to establish that you are not a U.S. holder in order to avoid the application of such information reporting and backup withholding requirements. You should consult your tax advisor concerning the application of the information reporting and backup withholding rules.
      Prospective investors should consult legal and tax advisors in the countries of their citizenship, residence and domicile to determine the possible tax consequences of purchasing, holding, selling and redeeming debt securities in light of their particular circumstances under the laws of their respective jurisdictions.

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PLAN OF DISTRIBUTION
      We may sell the debt securities offered by this prospectus in one or more of the following ways:
  • through underwriters,
 
  • through dealers,
 
  • through agents, or
 
  • directly to purchasers.
      The distribution of the debt securities may be carried out from time to time in one or more transactions at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. Underwriters, dealers and agents may be customers of, engage in transactions with or perform services for us in the ordinary course of business.
      The prospectus supplement or, if applicable, the pricing supplement or product supplement relating to any offering will include the following information:
  • the terms of the offering,
 
  • the names of any underwriters, dealers or agents,
 
  • the purchase price of, or consideration payable for, the debt securities,
 
  • the net proceeds to us from the sale of the debt securities,
 
  • any underwriting discounts or other underwriters’ compensation,
 
  • any discounts or concessions allowed or re-allowed or paid to dealers, and
 
  • any other information we think is important.
Sales through underwriters or dealers
      If we use underwriters in an offering using this prospectus, we will execute an underwriting agreement with one or more underwriters. The underwriting agreement will provide that the obligations of the underwriters with respect to a sale of the offered debt securities are subject to specified conditions precedent and that the underwriters will be obligated to purchase all of the offered debt securities if they purchase any. Underwriters may sell those debt securities through dealers. The underwriters may change the initial offering price and any discounts or concessions allowed or re-allowed or paid to dealers. If we use underwriters in an offering of debt securities using this prospectus, the related prospectus supplement will contain a statement regarding the intention, if any, of the underwriters to make a market in the offered debt securities.
      We may grant to the underwriters an option to purchase additional offered debt securities, to cover over-allotments, if any, at the public offering price (with additional underwriting discounts or commissions), as may be set forth in the related prospectus supplement or, if applicable, the pricing supplement or product supplement. If we grant any over-allotment option, the terms of the over-allotment option will be set forth in the prospectus supplement relating to such offered debt securities.
      If we use a dealer in an offering of debt securities using this prospectus, we will sell the offered debt securities to the dealer as principal. The dealer may then resell those debt securities to the public or other dealers at a fixed price or varying prices to be determined at the time of resale.
Direct sales and sales through agents
      We may also use this prospectus to directly solicit offers to purchase debt securities. In this case, no underwriters or agents would be involved. Except as set forth in the related prospectus supplement, none of our directors, officers or employees will solicit or receive a commission in connection with those direct sales. Those persons may respond to inquiries by potential purchasers and perform ministerial and clerical work in connection with direct sales.

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      We may also sell the offered debt securities through agents we designate from time to time. In the prospectus supplement, we will describe any commission payable by us to the agent. Unless we inform you otherwise in the prospectus supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.
Indemnification
      Underwriters, dealers or agents participating in a distribution of debt securities using this prospectus may be deemed to be underwriters under the Securities Act. Pursuant to agreements that we may enter into, underwriters, dealers or agents who participate in the distribution of debt securities by use of this prospectus may be entitled to indemnification by us against certain liabilities, including liabilities under the Securities Act, or contribution with respect to payments that those underwriters, dealers or agents may be required to make in respect of those liabilities.
Market making
      Certain broker-dealers may, but will not be obligated to, make a market in the securities of any series. They may also discontinue market making at any time without notice. We cannot give any assurance as to the liquidity of the trading market for the debt securities.
LEGAL MATTERS
      The validity of the debt securities under New York law and the accuracy of the summary contained in “Taxation in the United States” has been passed upon by Allen & Overy LLP, London, England and Allen & Overy LLP, New York, New York, respectively. The validity of the debt securities under Norwegian law has been passed upon by Jens Olav Feiring, Esq., General Counsel of Eksportfinans. The accuracy of the summary contained in “Taxation in Norway” has been passed upon by Wiersholm, Mellbye & Bech, advokatfirma AS. From time to time, Allen & Overy LLP performs legal services for Eksportfinans.
EXPERTS
      The financial statements incorporated in this prospectus by reference to the Annual Report on Form 20-F/A for the year ended December 31, 2005, as filed with the SEC on August 29, 2006, have been so incorporated in reliance on the report of PricewaterhouseCoopers AS, independent registered public accountants, given on the authority of said firm as experts in auditing and accounting.

24

 

     
REGISTERED OFFICE OF THE ISSUER
Dronning Mauds gate 15
N-0250 Oslo
TRUSTEE
The Bank of New York
101 Barclay Street
Floor 21W
New York, New York 10286
PRINCIPAL PAYING AGENT AND REGISTRAR
Citibank, N.A.
Canada Square
Canary Wharf
London E14 5LB
PAYING AGENT
Dexia Banque Internationale à Luxembourg, société anonyme
69, route d’Esch
L-2953 Luxembourg
LISTING AGENT
Kredietbank S.A. Luxembourgeoise
43, Boulevard Royal
L-2955 Luxembourg
AUDITORS
PricewaterhouseCoopers AS
Karenslyst allé 12
0245 Oslo
LEGAL ADVISERS
to the Agents
     
Allen & Overy LLP
One Bishops Square
London E1 6AO		   Sullivan & Cromwell LLP
1 New Fetter Lane
London EC4A 1AN
     

25

 

      No dealer, salesman, or any other person has been authorized to give any information or to make any representation not contained in this Prospectus Supplement, any Pricing Supplement, any Product Supplement and the accompanying Prospectus in connection with the offer contained in this Prospectus Supplement, any Pricing Supplement, any Product Supplement and the accompanying Prospectus, and, if given or made, such information or representations must not be relied upon as having been authorized by the Company, the agents or any underwriter. This Prospectus Supplement, any Pricing Supplement, any Product Supplement and the accompanying Prospectus shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby in any state to any person to whom it is unlawful to make such offer or solicitation in such state. The delivery of this Prospectus Supplement, any Pricing Supplement, any Product Supplement and the accompanying Prospectus at any time does not imply that the information herein is correct as of any time subsequent to the date hereof.
EKSPORTFINANS ASA
PROSPECTUS
SUPPLEMENT
     
ABN AMRO Bank N.V.
Banc of America Securities Limited
Banc of America Securities LLC
Bear, Stearns & Co. Inc.
Bear, Stearns International Limited
Barclays Capital
BNP PARIBAS
Citigroup
Commerzbank Capital Markets Corp.
Credit Suisse
Daiwa Securities SMBC Europe
Deutsche Bank
Deutsche Bank Securities
Dresdner Kleinwort
FTN Financial Securities Corp.		   Goldman Sachs International
Goldman, Sachs & Co.
IXIS Securities North America Inc.
Jefferies and Company, Inc.
JPMorgan
Lehman Brothers
Merrill Lynch & Co.
Mitsubishi UFJ Securities International plc
Mizuho International plc
Morgan Stanley
Nomura International plc
Nomura Securities International, Inc.
Nordea
The Toronto-Dominion Bank
UBS Investment Bank
Wachovia Securities
February 5, 2007
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