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«Landesbank Baden-Württemberg (a public law institution of the State of Baden-Württemberg in the Federal Republic of Germany) as Issuer Euro ...»

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BASE PROSPECTUS

Landesbank Baden-Württemberg

(a public law institution of the State of Baden-Württemberg in the Federal Republic of Germany)

as Issuer

Euro 50,000,000,000 Programme for the

Issuance of Debt Securities

_______________

Application has been made to the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF"), in its capacity as competent

authority in Luxembourg for the purpose of the Luxembourg law dated 10 July 2005 on prospectuses for securities (the "Luxembourg Prospectus Law"), which implements Directive 2003/71/EC, as amended from time to time (the "Prospectus Directive") to approve this base prospectus (as supplemented from time to time, the "Base Prospectus") as a base prospectus issued in compliance with the Prospectus Directive and the relevant implementing provisions of the Luxembourg Prospectus Law for the purpose of giving information with regard to the issue of Securities (as defined below). This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive.

The CSSF does not assume any responsibility as to the economic and financial soundness of any issue of Securities under the Programme and the quality or solvency of the Issuer.

Landesbank Baden-Württemberg ("LBBW", the "Bank" or the "Issuer" or, LBBW together with its consolidated subsidiaries, "LBBW Group") may issue (i) instruments ("Instruments"), Pfandbriefe ("Pfandbriefe") and Global Jumbo Pfandbriefe ("Global Jumbo Pfandbriefe") when acting through its head office and (ii) Instruments when acting through its branches in London and Singapore and New York and the applicable Final Terms or, as the case may be, the Drawdown Prospectus (in each case as defined below) will specify the branch through which LBBW is acting for such issue, or whether LBBW is acting through its head office for such issue. LBBW, acting through its New York Branch, shall not issue any Instruments in bearer form. This restriction does not relate to any Instruments in registered form issued by LBBW, acting through its New York Branch or any Instruments issued by LBBW, acting through its head office or Singapore or London Branch.

As used herein, the Instruments, Pfandbriefe and Global Jumbo Pfandbriefe shall together be the "Securities" and each, a "Security" unless the context requires otherwise and such term shall be construed in the context of such Securities as the Issuer may issue under this Programme.

Application has been made for the Instruments to be admitted during the period of twelve months after the date hereof to listing on the official list o

–  –  –

11 May 2012 LBBW accepts responsibility for the information contained in this Base Prospectus. To the best of the knowledge of LBBW who has taken all reasonable care to ensure that such is the case, the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.

LBBW has confirmed to the dealers named under "Subscription and Sale" (together, the "Dealers") that this Base Prospectus is true, accurate and complete in all material respects and not misleading; that there are no other facts in relation to the information contained or incorporated by reference herein the omission of which would, in the context of the issue of the Securities, make any statement herein misleading in any material respect; and that all reasonable enquiries have been made to verify the foregoing. LBBW has further confirmed to the Dealers that this Base Prospectus when read together with relevant final terms (each, the "Final Terms") or a drawdown prospectus (each, the "Drawdown Prospectus") referred to herein contains all such information as investors and their professional advisers would reasonably require, and reasonably expect to find, for the purpose of making an informed assessment of the assets and liabilities, financial position, profits and losses, and prospects of the Issuer and of the rights attaching to the relevant Securities.

LBBW has not authorised the making or provision of any representation or information regarding itself or the Securities other than as contained or incorporated by reference in, or as is fairly derived from, or is consistent with any such representation or any such information in, this Base Prospectus, the Dealership Agreement (as defined herein) or any Final Terms or Drawdown Prospectus or as approved or provided for such purpose by the Issuer or (in the case of the provision of any information regarding the Issuer or the Securities) as is already in the public domain. Any such representation or information should not be relied upon as having been authorised by the Issuer, the Dealers or any of them.

Save for LBBW, no person has authorised the whole or any part of this Base Prospectus. No representation or warranty is made or implied by the Dealers (acting in their capacity as such) or any of their respective affiliates, and neither the Dealers (acting in their capacity as such) nor any of their respective affiliates makes any representation or warranty or accepts any responsibility, as to the accuracy or completeness of the information contained herein. Neither the delivery of this Base Prospectus or any Final Terms or Drawdown Prospectus nor the offering, sale or delivery of any Security shall, in any circumstances, create any implication that the information contained in this Base Prospectus is true subsequent to the date hereof or the date upon which this Base Prospectus has been most recently supplemented or that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the prospects or financial or trading position of the Issuer since the date hereof or, as the case may be, the date upon which this Base Prospectus has been most recently supplemented or the balance sheet date of the most recent financial statements which are deemed to be incorporated into this document by reference or that any other information supplied in connection with the Programme is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same.





The distribution of this Base Prospectus, any Final Terms and Drawdown Prospectus and the offering, sale and delivery of the Securities in certain jurisdictions may be restricted by law.

Persons into whose possession this Base Prospectus and any Final Terms or Drawdown Prospectus comes are required by the Issuer and the Dealers to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of Securities and on the distribution of this Base Prospectus or any Final Terms or Drawdown Prospectus and other offering material relating to the Securities see "Subscription and Sale" and "Notice to Purchasers and Holders of Restricted Securities and Transfer Restrictions". In particular, the Securities have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and the Securities may be in bearer form, which are subject to U.S. tax law requirements. Subject to certain exceptions, Securities may not be offered, sold or delivered within the United States or to (i) or for the account or benefit of U.S. persons. Securities may be offered and sold outside the United States in reliance on Regulation S and in the United States to "qualified institutional buyers" ("QIBs") (as defined in Rule 144A) in reliance on Rule 144A. Prospective purchasers are hereby notified that sellers of the Instruments may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Neither this Base Prospectus nor any Final Terms or Drawdown Prospectus may be used for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such an offer or solicitation. If you purchase the Securities, you will be deemed to have made certain acknowledgements, representations and warranties as detailed under "Notice to Purchasers and Holders of Restricted Securities and Transfer Restrictions".

The Registered Instruments and Global Jumbo Pfandbriefe are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable securities laws of any other jurisdiction pursuant to registration or exemption therefrom. Prospective purchasers should be aware that they may be required to bear financial risk on an investment in the Registered Instruments or Global Jumbo Pfandbriefe for an indefinite period of time. See "Notice to Purchasers and Holders of Restricted Securities and Transfer Restrictions".

The Issuer and the Dealers do not represent that this Base Prospectus may be lawfully distributed, or that Securities may be lawfully offered, in compliance with any applicable registration or other requirements in any jurisdiction other than the Passported Countries (as defined below), or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer or the Dealers which would permit a public offering of the Securities or distribution of this Base Prospectus in any jurisdiction, other than the United Kingdom and the Passported Countries, where action for that purpose is required. Accordingly, the Securities may not be offered or sold, directly or indirectly, and neither this Base Prospectus, any document incorporated by reference, nor any advertisement or other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations and the Dealers have represented and agreed to the same.

Persons into whose possession this Base Prospectus or any Securities may come must inform themselves about, and observe, any such restrictions on the distribution of this Base Prospectus and the offering and sale of Securities. In particular, there are restrictions on the distribution of this Base Prospectus and the offer or sale of Securities in the United States and the EEA (see "Subscription and Sale"). Neither the Issuer nor any Dealer makes any representation to you that the Securities are a legal investment for you.

THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE

U.S. SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES

COMMISSION IN THE UNITED STATES OR ANY OTHER U.S. REGULATORY

AUTHORITY, AND NONE OF THE FOREGOING AUTHORITIES HAVE PASSED UPON

OR ENDORSED THE MERITS OF THE OFFERING OF SECURITIES OR THE

ACCURACY OR THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO

THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

Neither this Base Prospectus nor any Final Terms or Drawdown Prospectus constitutes an offer or an invitation to subscribe for or purchase any Securities and should not be considered as a recommendation by the Issuer, the Dealers or any of them that any recipient of this Base Prospectus or any Final Terms or Drawdown Prospectus should subscribe for or purchase any Securities. Each recipient of this Base Prospectus or any Final Terms or Drawdown Prospectus shall be taken to have made its own investigation and appraisal of the condition (financial or otherwise) of the Issuer.

(ii) All references in this Base Prospectus to "CHF" and "Swiss Francs" are to the lawful currency of Switzerland, references to "dollars", "USD", "U.S. dollars", "U.S.$" "United States dollars" or "$" are to the currency from time to time of the United States of America, references to "Sterling" and "£" refer to the currency of the United Kingdom, references to the "Euro" or "EUR" are to the single currency which was introduced at the start of the third stage of the European Economic and Monetary Union pursuant to the Treaty establishing the European Community, as amended (the "Treaty").

References in this Base Prospectus to "Passported Countries" shall mean the EEA Member State(s) whose competent authorities have received from the CSSF: (i) a copy of the Base Prospectus; (ii) a certificate of approval pursuant to Article 18 of the Prospectus Directive attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive; and (iii) if so required by the relevant EEA Member State(s), a translation of the summary set out on pages 12 to 23 of the Base Prospectus.

AVAILABLE INFORMATION

To permit compliance with Rule 144A under the Securities Act in connection with resale of Securities that are "restricted securities" (as defined in Rule 144(a)(3) under the Securities Act), the Issuer will, at its expense, furnish upon the request of a holder of such Securities or of a beneficial owner of an interest therein, to such holder or beneficial owner or to a prospective purchaser designated by such holder or beneficial owner, the information required to be delivered under Rule 144A(d)(4) under the Securities Act and will otherwise comply with the requirements of Rule 144A(d)(4) under the Securities Act, if at the time of such request, the Issuer is not a reporting company under Section 13 or Section 15(d) of the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), or exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act.

STABILISATION



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