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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 and ...»

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BASE PROSPECTUS SUPPLEMENT (No. 2)

DATED 15 OCTOBER 2009

TO THE BASE PROSPECTUS DATED 15 MAY 2009

Landesbank Baden-Württemberg

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

as Issuer and Guarantor

and

Landesbank Baden-Württemberg Capital Markets PLC

(incorporated with limited liability in England and Wales)

as Issuer

Euro 50,000,000,000 Programme for the

Issuance of Debt Securities

_______________________________________

This base prospectus supplement (the "Supplement") is supplemental to and forms part of and must be read in conjunction with the base prospectus dated 15 May 2009, as supplemented by the base prospectus supplement no. 1 dated 13 July 2009 (the "Base Prospectus") prepared by Landesbank Baden-Württemberg ("LBBW") and Landesbank Baden-Württemberg Capital Markets PLC ("LBBWCM") with respect to their Euro 50,000,000,000 Programme for the Issuance of Debt Securities. Terms defined in the Base Prospectus shall, unless the context otherwise requires, have the same meaning when used in this Supplement.

Application has been made to the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF"), as competent authority for the purposes of the Luxembourg Law on Prospectuses for Securities (the "Prospectus Law") implementing Directive 2003/71/EC, to approve this Supplement.

Each of LBBW (in its capacity as Issuer and Guarantor) and LBBWCM (in its capacity as Issuer) accepts responsibility for the information contained in this Supplement and declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Supplement is, to the best of its knowledge, in accordance with the facts and does not omit anything likely to affect the import of such information.

This Supplement has been prepared pursuant to Article 13.1 of the Prospectus Law.

AMENDMENTS TO THE BASE PROSPECTUS

With effect from the date of this Supplement the information appearing in, or incorporated by reference into, the Base Prospectus shall be amended and/or supplemented in the manner described below.

I. Financial Information of LBBW In the section of the Base Prospectus headed "Financial Information of LBBW" (pages 235 to 237), the following text shall be added at the end of the section headed "Trend Information"

on page 237:

"LBBW announced on 1 October 2009 that its Owners' Meeting and Supervisory Board have accepted a plan for restructuring and reorientation presented by the Board of Managing Directors. The cornerstones of the plan, which were submitted to the EU Commission by the Federal Republic of Germany on 9 October 2009, comprise reducing the LBBW Group's total assets by 40 per cent., cutting costs by EUR 700 million per year as well as reducing the number of employees by approximately 2,500 by 2013. In the future, the prime focus of LBBW's business activities will be on its business with its main customer groups, namely SMEs, private customers and savings banks.

At the same time, the restructuring plan is a prerequisite for the EU Commission's final authorisation of LBBW's capital increase of EUR 5 billion from the owners and the asset relief provided by the State of Baden-Württemberg amounting to EUR 12.7 billion. These measures had been provisionally approved by the Commission in June 2009 subject to a restructuring plan which is to compensate for presumed competitive advantages of LBBW.

The LBBW Group's core capital ratio increased to 9.4 per cent as of 30 June 2009 as a result of this capital increase. LBBW's Board of Managing Directors expects that it may take the EU Commission several months to review the approved restructuring plan.

In detail, the plan adopted by LBBW's Board of Managing Directors comprises the following

cornerstones:

 Strategically, LBBW will focus on its core activities with growth prospects, in particular on the business with SME corporate customers, private customers and savings banks, which has developed positively and clearly above the level targeted. In addition, LBBW will offer high performing products in the real estate and capital markets sectors, as well as for institutional corporate customers. LBBW continues to see itself as a reliable partner to the SME sector in its regional core markets. Outside its regional core markets, LBBW focuses on large corporates in German-speaking countries.

 Business with commercial real-estate customers will focus on Germany with limited activities abroad (in the USA and Britain).

–  –  –

 In international business, the plan envisages a focus on export and trade finance for LBBW's existing customers. Moreover, the international office network will be streamlined. LBBW's subsidiaries in Ireland and Luxembourg and Broker Dealer in New York will be closed or sold. Its eleven European representative offices (with the exception of Vienna, Zurich and Moscow) are to be closed. The bank intends to maintain its offices in Asia and America and involve them more strongly in its customer business.

 Finally, LBBW plans to satisfy EU requirements by divesting subsidiaries.

All measures combined are expected to result in a reduction of the LBBW Group's balance sheet total (EUR 448 billion as of 30 June 2009) by approximately 40 per cent. by 2013.





The plan presented by the Board of Managing Directors envisages cost cuts of approximately EUR 700 million per year. Based on current planning, LBBW expects that cost cuts will successively increase in subsequent years and that the strategic re-orientation will lead to about 2,500 job losses (out of approximately 10,000 LBBW employees as of 30 June 2009).

LBBW expects to incur a significant loss for the 2009 fiscal year. This loss forecast is based on the assumption that its annual result for the year 2009 will not only be negatively affected by the financial market crisis and increased loan loss provisioning as a result of the economic crisis, but also by exposure related to real-estate finance and the cost of the planned restructuring."

II. General Information

Save as disclosed in the Base Prospectus and this Supplement, there has been no significant change in the financial or trading position of either LBBW or its subsidiaries or LBBWCM or its subsidiaries when considered as a whole since 31 December 2008, and no material adverse change in the prospects and condition of either LBBW or LBBWCM when considered as a whole since 31 December 2008 that is material in the context of the Programme or the issue of Securities thereunder.

Copies of this Supplement will be available (i) without charge from the specified office of any paying agent or the specified office of the listing agent in Luxembourg for the Securities;

and (ii) on the website of the Luxembourg Stock Exchange at www.bourse.lu.

In accordance with Article 13, paragraph 2, of the Prospectus Law, investors who have already agreed to purchase or subscribe for Securities before this Supplement was published have the right, exercisable within two working days of the publication of this Supplement, to

–  –  –

_______________________________________

This base prospectus supplement (the "Supplement") is supplemental to and forms part of and must be read in conjunction with the base prospectus dated 15 May 2009 (the "Base Prospectus") prepared by Landesbank Baden-Württemberg ("LBBW") and Landesbank Baden-Württemberg Capital Markets PLC ("LBBWCM") with respect to their Euro 50,000,000,000 Programme for the Issuance of Debt Securities. Terms defined in the Base Prospectus shall, unless the context otherwise requires, have the same meaning when used in this Supplement.

Application has been made to the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF"), as competent authority for the purposes of the Luxembourg Law on Prospectuses for Securities (the "Prospectus Law") implementing Directive 2003/71/EC, to approve this Supplement.

Each of LBBW (in its capacity as Issuer and Guarantor) and LBBWCM (in its capacity as Issuer) accepts responsibility for the information contained in this Supplement and declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Supplement is, to the best of its knowledge, in accordance with the facts and does not omit anything likely to affect the import of such information.

–  –  –

With effect from the date of this Supplement the information appearing in, or incorporated by reference into, the Base Prospectus shall be amended and/or supplemented in the manner described below.

–  –  –

In the section of the Base Prospectus headed "Description of LBBW" (pages 210 to 215):

1. The first sentence of the first paragraph (beginning "LBBW is a public law institution...") within the section "Introduction" on page 210 shall be deleted and replaced by the

following:

"LBBW is a public law institution (rechtsfähige Anstalt des öffentlichen Rechts) owned and controlled jointly by the State of Baden-Württemberg, the Savings Banks Association of Baden-Württemberg (Sparkassenverband Baden-Württemberg, "SVBW"), the City of Stuttgart, Landesbeteiligungen Baden-Württemberg GmbH ("Landesbeteiligungen BW") and Landeskreditbank Baden-Württemberg ("L-Bank")."

2. The section "Shareholding in LBBW" on page 211 shall be deleted and replaced by the

following:

"Shareholding in LBBW As of 13 July 2009, LBBW's share capital (share capital classes A and B) in the amount

of EUR 2,583.5 million was held by:

–  –  –

3. The third paragraph (beginning "As of the date of this Base Prospectus...") within the section "Board of Managing Directors" on page 211 shall be deleted and replaced with

the following:

"As of 13 July 2009, the members of the Board of Managing Directors are:

–  –  –

4. The third paragraph (beginning "As at 1 April 2009...") within the section "Supervisory

Board" on page 212 shall be deleted and replaced with the following:

"As of 13 July 2009, the members of the Supervisory Board of LBBW were:

Peter Schneider, Member of the State President of SVBW, Stuttgart Parliament of Baden-Württemberg (Chairman) Stefan Mappus, Member of the State Chairman of the CDU Parliamentary Group in the State Parliament of Baden-Württemberg (First Parliament of Baden-Württemberg, Stuttgart Vice Chairman) Dr. Wolfgang Schuster (Second Vice Lord Mayor of the State Capital of Stuttgart Chairman) Thomas Berreth * Employee of LBBW, Stuttgart

–  –  –

* Elected by LBBW employees Members of the Supervisory Board each have Am Hauptbahnhof 2, 70173 Stuttgart, Germany as their business address."

5. The first paragraph (beginning "LBBW's Owners Meeting is...") within the section "LBBW's Owners Meeting" on page 213 shall be deleted and replaced with the following:

"LBBW's Owners Meeting is the assembly of the shareholders of LBBW, namely the State of Baden-Württemberg, SVBW, the City of Stuttgart, Landesbeteiligungen BW and L-Bank."

–  –  –

In the section of the Base Prospectus headed "Financial Information of LBBW" (pages 235 to 237), the following text shall be added at the end of the section "Trend Information" on page 237:

"In its meeting on 14 May 2009, the Savings Banks and Giro Association of Rheinland-Pfalz (Sparkassen- und Giroverband Rheinland-Pfalz, "SVRP") resolved to sell its participation in LBBW of around 4.9 per cent. to SVBW. The shares were transferred to SVBW following SVRP's withdrawal on 12 June 2009.

Following SVRP's withdrawal, the remaining owners of LBBW resolved to inject a total of EUR 5 billion of fresh capital into the Bank in order to improve its equity ratio and maintain and increase the competitiveness of the bank. The capital increase of EUR 5 billion was fully paid in. The capital increase was implemented by increasing LBBW's share capital and making additional contributions to its capital reserves. The State of Baden-Württemberg and L-Bank underwrote the capital increase via Landesbeteiligungen Baden-Württemberg GmbH, a company formed and controlled by them that is now an additional owner of LBBW. Details of the equity interests of the owners can be found under "Description of LBBW" above.

As an additional stabilisation measure, the State Parliament of Baden-Württemberg approved an asset relief measure for LBBW. The asset relief provided by the State of BadenWürttemberg amounts to EUR 12.7 billion. A total of EUR 15.8 billion of LBBW's securitisation portfolio is covered by a guarantee in the amount of EUR 6.7 billion. The remaining EUR 6 billion relates to refinancing provided by LBBW in conjunction with the acquisition of Sachsen LB.

The aforementioned stabilisation measures were provisionally approved by the European Commission on 30 June 2009. The German Federal Government and LBBW have undertaken to present a restructuring plan to the European Commission within three months. This will then form the basis of the European Commission's decision on the relevant requirements and the question of whether the aid measures announced should be approved as long-term restructuring aid."

III. General Information

Save as disclosed in the Base Prospectus and this Supplement, there has been no significant change in the financial or trading position of either LBBW or its subsidiaries or LBBWCM or its subsidiaries when considered as a whole since 31 December 2008, and no material adverse change in the prospects and condition of either LBBW or LBBWCM when considered as a whole since 31 December 2008 that is material in the context of the Programme or the issue of Securities thereunder.

–  –  –



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