PROSPECTUS

International Bank for Reconstruction
and Development
Global Debt Issuance Facility
for issues of Notes with maturities of one day or longer
Under the Global Debt Issuance Facility described in this Prospectus (the “Facility”), International Bank for
Reconstruction and Development (“IBRD”), subject to compliance with all relevant laws, regulations and directives,
may from time to time issue notes with maturities of one day or longer from the date of the original issue (the“Notes”) in an unlimited aggregate nominal amount. Notes will be sold through one or more Dealers appointed by
IBRD, or directly by IBRD itself.
Application has been made for Notes issued under the Facility to be admitted to the official list of the
Luxembourg Stock Exchange (the “Official List”) and to trading on the regulated market of the Luxembourg Stock
Exchange. References in this Prospectus to Notes being “listed” (and all related references) shall mean that such
Notes have been admitted to the Official List and admitted to trading on the Luxembourg Stock Exchange’s
regulated market. The Facility provides that Notes may be listed on such other or further stock exchange(s) as may
be agreed between IBRD and the relevant Dealer(s) in relation to each issue. Unlisted Notes may also be issued
pursuant to the Facility. The applicable Final Terms in respect of the issue of any Notes will specify whether and on
which exchange such Notes will be listed or whether such Notes will be unlisted. This Prospectus replaces theprospectus dated October 7, 1997 in relation to the Facility, except in relation to Notes issued prior to the datehereof.
Notes of any particular issue will be in registered form, bookentry form or bearer form, as specified in theapplicable Final Terms. Notes in bearer form may not be offered, sold or delivered within the United States or to
U.S. persons as part of their primary distribution. Notes will be issued in the denominations specified in theapplicable Final Terms.
Each particular issue of Notes will initially be represented by a global note or global certificate or, in the caseof Notes cleared and settled through the Federal Reserve Bank of New York, by uncertificated bookentry notes.
Global Notes may be issued in new global note form if they are intended to be eligible collateral for Eurosystemmonetary policy, or in classic global note form.
The Facility has been rated AAA by Standard & Poor’s Ratings Services, a division of The McGraw Hill
Companies, Inc. and Aaa by Moody’s Investors Service, Inc. A security rating is not a recommendation to buy, sellor hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating
agency.
Prospective investors should have regard to the factors described under the section headed “Risk Factors” inthis Prospectus.
The date of this Prospectus is May 28, 2008.

This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein byreference (see “Availability of Information and Incorporation by Reference” below).

NOTES ISSUED UNDER THE GLOBAL DEBT ISSUANCE FACILITY ARE NOTREQUIRED TO BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED.
ACCORDINGLY, NO REGISTRATION STATEMENT HAS BEEN FILED WITH THE U.S.
SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”). THE NOTES HAVENOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION OR ANY STATESECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIESCOMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITEDSTATES.
IBRD, having made all reasonable inquiries, confirms that all information in this Prospectus (as defined
under “Availability of Information and Incorporation by Reference”) is true and accurate in all material
respects and is not misleading, and that there are no other facts the omission of which, in the context of theissue of Notes, makes this Prospectus or any information in it misleading in any material respect. In addition,
IBRD confirms that each Final Terms, when read together with this Prospectus, will at the date thereof betrue and accurate in all material respects and not misleading, and that there will be no other facts theomission of which would, in the context of the issue and offering of the Notes referred to in such Final
Terms, make the Final Terms, when read together with this Prospectus, or any information therein
misleading in any material respect.
No person has been authorized to give any information or to make any representation other than thosecontained in this Prospectus and the applicable Final Terms in connection with the offering or sale of theNotes and, if given or made, such information or representation must not be relied upon as having beenauthorized by IBRD or any Dealer (as defined in “Summary and Overview of the Facility”). Neither thedelivery of this Prospectus or any applicable Final Terms nor any offering or sale made in connection
herewith or therewith shall, under any circumstances, create any implication that there has been no change inthe financial condition or affairs of IBRD since the date hereof or the date upon which this Prospectus has
been most recently amended or supplemented or that there has been no adverse change in the financial
condition or affairs of IBRD since the date hereof or the date upon which this Prospectus has been mostrecently amended or supplemented or that any other information supplied in connection with the Facility iscorrect as of 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 Prospectus or any Final Terms and the offering or sale of the Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final Terms
comes are required by IBRD and any Dealer to inform themselves about and to observe any such restriction.
For a description of certain restrictions on offers and sales of the Notes and on the distribution of thisProspectus or any Final Terms, see “Plan of Distribution”.
Neither this Prospectus nor any Final Terms constitutes an offer of, or an invitation by or on behalf of,
IBRD or any Dealer to subscribe for, or purchase, any Notes. Neither this Prospectus nor any otherinformation supplied in connection with the Facility should be considered as a recommendation by IBRD or
any of the Dealers that any potential investor should purchase any Notes. Each investor contemplatingpurchasing any Notes should make its own independent investigation of the financial condition and affairs,
and its own appraisal of the creditworthiness of IBRD.
THE NOTES ARE NOT OBLIGATIONS OF ANY GOVERNMENT.
In connection with the issue of any Tranche (as defined herein) of Notes, the Dealer or Dealers (if any)
named as the stabilizing manager(s) (the “Stabilizing Manager(s)”) (or persons acting on behalf of any
Stabilizing Manager(s)) in the applicable Final Terms may over-allot Notes or effect transactions with aview to supporting the market price of the Notes at a level higher than that which might otherwise prevail.
However, there is no assurance that the Stabilizing Manager(s) (or persons acting on behalf of a Stabilizing
Manager) will undertake stabilization action. Any stabilization action may begin on or after the date on2

which adequate public disclosure of the terms of the offer of the relevant Tranche is made and, if begun, may
be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant
Tranche and 60 days after the date of the allotment of the relevant Tranche. Any stabilization action or overallotment must be conducted by the relevant Stabilizing Manager(s) (or persons acting on behalf of any
Stabilizing Manager(s)) in accordance with all applicable laws and rules.
In this Prospectus, unless otherwise specified or the context otherwise requires, references to “€”,“EUR” and “euro” are to the currency introduced on 1 January 1999 pursuant to the Treaty establishing theEuropean Community as amended by the Treaty on European Union, references to “pounds”, “sterling”, “£”
and “GBP” are to the lawful currency of the United Kingdom, references to “yen” are to the lawful currencyof Japan and references to “U.S. dollars”, “$” and “U.S.$” are to United States dollars.

3

TABLE OF CONTENTS
Page

Availability of Information and Incorporation by Reference.................................................................
Final Terms ............................................................................................................................................
Use of Proceeds......................................................................................................................................
Summary and Overview of the Facility .................................................................................................
Risk Factors............................................................................................................................................
Terms and Conditions of the Notes........................................................................................................
Form of Notes and Summary of Provisions Relating to the Notes While in Global Form ....................
Clearance and Settlement.......................................................................................................................
Tax Matters ............................................................................................................................................
Currency Conversions............................................................................................................................
Plan of Distribution ................................................................................................................................
Validity of the Notes ..............................................................................................................................
General Information ...............................................................................................................................
Form of Final Terms…………………………………………………………………………………..

4

5
7
7
8
14
19
39
44
49
53
55
58
59
60

AVAILABILITY OF INFORMATION AND INCORPORATION BY REFERENCE

Availability of Information
IBRD publishes:(a) generally in September in each year, an information statement (the “Information Statement”)
which describes IBRD, its capital, operations, administration, Articles of Agreement(“Articles”) and legal status. The Information Statement includes IBRD’s audited annual
financial statements;(b) annual audited financial statements;(c) an annual report; and(d) unaudited quarterly financial statements.
IBRD is subject to certain information requirements of Regulation BW, promulgated by theCommission under Section 15(a) of the Bretton Woods Agreements Act, and in accordance therewith files
its regular unaudited quarterly and audited annual financial statements, its annual report and otherinformation with the Commission.
IBRD’s latest Information Statement, annual report and unaudited quarterly financial statements (the“IBRD Information”) will be filed with the Commission and the Luxembourg Stock Exchange, and will be
filed with any other stock exchange on which Notes are listed from time to time and which requires such afiling. IBRD Information may be inspected and copies may be obtained (without charge other than for IBRD
Information obtainable from the Commission, which must be paid for at prescribed rates) at the following
addresses, and at any other address specified in the applicable Final Terms:
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

BNP Paribas Securities Services,
Luxembourg Branch
33, rue de Gasperich, Howald-Hesperange
L-2085 Luxembourg

Citibank, N.A., London Branch
21st Floor, Citigroup Centre
Canada Square, Canary Wharf
London E14 5LB
Bank Information is filed with the Commission electronically through the EDGAR system and may beobtained at the Internet address http://www.sec.gov/edgarhp.htm.
In addition, copies of the Articles and decisions made by the Executive Directors of IBRD on questionsof interpretation of the Articles and copies of the Fiscal Agency Agreement, the Global Agency Agreement
and the Deed of Covenant (each as defined under “Terms and Conditions of the Notes”) may be inspected at
the above offices of Citibank, N.A., London Branch (the “Global Agent”).
IBRD will provide without charge copies of IBRD Information upon written or telephone request to theoffice of IBRD at the following address:
1818 H Street, NW
Washington, DC 20433
Tel: 1-202-458-0746
Incorporation by Reference
IBRD’s latest Information Statement, any unaudited quarterly financial statements or audited annual
financial statements filed with the Commission or any stock exchange on which Notes are listed subsequent
to the date of such Information Statement and any supplements (other than Final Terms) or amendments to5this Prospectus circulated by IBRD from time to time shall be deemed to be incorporated in, and to form partof, this Prospectus, and references to “this Prospectus” shall mean this document and any documents
incorporated by reference in, and forming part of, this document, except, and to the extent, any such
document is superseded or modified by any subsequent document incorporated by reference in, and forming
part of, this Prospectus. Documents incorporated by reference in, and forming part of, this document may
not have been submitted to the same review and clearance procedures to which this Prospectus has been
submitted as of the date hereof by any stock exchange or regulatory authority referred to herein.
IBRD will, in the event of any material change in the financial position of IBRD which is not reflectedin this Prospectus, prepare an amendment or supplement to this Prospectus or publish a new prospectus foruse in connection with any subsequent issue and listing of Notes by IBRD.
If the terms of the Facility are modified or amended in a manner which would make this Prospectus
inaccurate or misleading in any material respect, IBRD will prepare a new prospectus.
Any statement contained in a document which is incorporated by reference herein shall be deemed tobe modified or superseded for the purpose of this Prospectus to the extent that a statement contained herein
modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Anystatement so modified or superseded shall not be deemed, except as so modified or superseded, to constitutea part of this Prospectus.
Copies of documents incorporated by reference in this Prospectus may be obtained (without charge)
from the registered office of IBRD, the website of the Luxembourg Stock Exchange at www.bourse.lu, andthe website of IBRD (www.worldbank.org).

6

FINAL TERMSIBRD will prepare in respect of each particular issue of Notes a final terms document (each a “Final
Terms”) which will contain the terms of, pricing details for, and settlement and clearance procedures relating
to, such issue of Notes and such other information or disclosure as IBRD considers appropriate. A Final
Terms may set out the full text of the terms and conditions of a particular issue of Notes if IBRD and therelevant Dealer(s) consider it necessary or appropriate.

USE OF PROCEEDSThe net proceeds from the sale of Notes will be used by IBRD in its general operations.

7

SUMMARY AND OVERVIEW OF THE FACILITY
This summary must be read as an introduction to this Prospectus. Any decision to invest in any Notes
should be based on a consideration of this Prospectus as a whole, including the documents incorporated byreference, by any investor. Words and expressions defined or used in “Terms and Conditions of the Notes”
shall have the same meaning in this Summary.
IBRD
The International Bank for Reconstruction and Development is an international organization
established in 1945 and owned by 185 member countries. As a global development cooperative, IBRD’s
purpose is to help its members achieve equitable and sustainable growth in their economies and findsolutions to pressing regional and global problems in economic development and environmental
sustainability, all with a view to reducing poverty and improving standards of living. It pursues these goals
by providing financing, risk management products, and other financial services, specialized expertise andstrategic and convening services as requested by its member countries.
IBRD’s principal office is located at The World Bank, 1818 H Street, NW, Washington, DC 20433
USA.
The financial strength of IBRD is reflected in the capital backing it has received from its members andin the record of its member country borrowers in meeting their debt service obligations to IBRD. IBRD’s
financial policies and practices have led it to build reserves, to diversify its funding sources, to hold a large
portfolio of liquid investments and to limit market and credit risk. IBRD has achieved consistentprofitability, earning profits every year since 1948.
Overview of the Facility
The following overview is qualified in its entirety by the remainder of this Prospectus.
Issuer ..............................................

International Bank for Reconstruction and Development

Dealers ...........................................

The Dealers will consist of any one or more dealers becoming aparty to the Standard Provisions (as defined in “Plan ofDistribution”) from time to time for a specific issue of Notes.

Fiscal Agent ...................................

Federal Reserve Bank of New York

Global Agent ..................................

Citibank, N.A., London Branch

Paying Agents ................................

Citibank N.A., London Branch or such other paying agent
specified in the applicable Final Terms.

Specified Currencies ......................

Subject to compliance with all relevant laws, regulations anddirectives, Notes may be issued in any currency, unit orcommodity agreed between IBRD and the relevant Dealers.

Maturities .......................................

Subject to compliance with all relevant laws, regulations anddirectives, Notes may be issued with any maturity of one day or
longer.

Issue Price ......................................

Notes may be issued at their nominal amount or at a discount or
premium to their nominal amount. Partly-paid Notes may be
issued, the issue price of which will be payable in two or moreinstalments.

8

Method of Issue..............................

Notes will be issued through dealers acting as principal on a
syndicated or non-syndicated basis, or on an agency basis.
Additional Notes may be issued as part of an existing issue ofNotes. IBRD may itself directly issue and sell Notes to theextent permitted by applicable law.
The Notes will be issued in series (each a “Series” or “Series ofNotes”). Each Series comprises the original tranche (a“Tranche”) and any additional Tranches expressed to form asingle series with the original Tranche and that comply with theprovisions of Condition 11. The specific terms of each Tranche
will be set out in the applicable Final Terms.

Description of Notes ......................

Notes may be either interest bearing at fixed or floating rates ornon-interest bearing, with principal repayable at a fixed amountor by reference to one or more indices or formulae or any
combination of the above, as specified in the applicable Final
Terms.

Fixed Rate Notes....................

Fixed Rate Notes will bear interest at the rate or rates specified
in the applicable Final Terms.

Floating Rate Notes………...

Floating Rate Notes will bear interest determined separately foreach Series as follows:(i)on the same basis as the floating rate under a notional
interest rate swap transaction in the relevant Specified
Currency governed by an agreement incorporating the2006 ISDA Definitions, as published by theInternational Swaps and Derivatives Association,
Inc.; or(ii)

by reference to a benchmark as specified in theapplicable Final Terms as adjusted for any applicablemargin,or as otherwise specified in the applicable Final Terms. Interest
periods will be specified in the applicable Final Terms.
Zero Coupon Notes ................

Zero Coupon Notes may be issued at their nominal amount or ata discount to it and will not bear interest.

Index Linked Notes................

Payments of principal in respect of Notes where the final
redemption amount is described as being index-linked in theapplicable Final Terms and payments of interest in respect ofNotes which are described as Index Linked Interest Notes in theapplicable Final Terms will be calculated by reference to suchIndex and/or Formula (each as defined herein) as may be
specified in the applicable Final Terms.

Fixed Redemption
Amount Notes………………

Notes which have a fixed redemption amount will be
redeemable at par or at a specified amount above or below par.

Redemption by
Instalments…………………

The applicable Final Terms in respect of each Series of Notesthat are redeemable in two or more instalments will set out thedates on which, and the amounts in which, such Notes may be

9redeemed.
Optional Redemption……….

The applicable Final Terms will state whether Notes may beredeemed prior to their stated maturity in whole or in part at
the option of IBRD and/or the holders, and, if so, the terms
applicable to such redemption. Any limitations imposed byapplicable law relating to the redemption of Notes
denominated in any Specified Currency will be specified in theapplicable Final Terms.

Other Notes ............................

Terms applicable to variable redemption amount Notes, highinterest Notes, low interest Notes, step-up Notes, step-down
Notes, dual currency Notes, reverse dual currency Notes,
optional dual currency Notes, Partly-paid Notes and any othertype of Notes that IBRD and any Dealer or Dealers may agree toissue under the Facility will be set out in the applicable Final
Terms.

Status of Notes ...............................

Notes will constitute direct, unsecured obligations of IBRD
ranking pari passu with all its other unsecured andunsubordinated obligations. Notes will not be obligations of any
government.

Negative Pledge .............................

Notes will contain a negative pledge clause pursuant to which
IBRD will not cause or permit to be created on any of its
property or assets any security for any evidences of indebtedness
issued, assumed or guaranteed by IBRD for money borrowed(other than any purchase money mortgage, pledge or lien, on
property purchased by IBRD as security for all or any part of thepurchase price thereof, any lien arising in the ordinary course ofbusiness, or any extension or renewal of any of the foregoing),
unless the Notes shall be secured by such security equally andratably with such other evidences of indebtedness.

Default(including Cross Default)………..

Notes will contain a cross default in respect of bonds, notes orsimilar obligations issued, assumed or guaranteed by IBRD. If
IBRD defaults on payments under the Notes or under its crossdefault, and such default continues for 90 days, a Noteholder
may accelerate its Notes for payment 30 days after notice ofacceleration is delivered to IBRD, unless prior to that time allsuch defaults have been cured.

Tax Status.......................................

Notes and payments thereon will not be exempt from taxation
generally. Under IBRD’s Articles, the Notes and payments
thereon are not subject to any tax by a member (a) which tax
discriminates against the Notes solely because they were issued
by IBRD or (b) if the sole jurisdictional basis for the tax is theplace or currency in which the Notes are issued, made payable orpaid, or the location of any office or place of businessmaintained by IBRD. Also, under the Articles, IBRD is notunder any obligation to withhold or pay any tax imposed by any
member country on payments on the Notes. Accordingly,
payments on the Notes will be made to the Federal Reserve
Bank of New York (the “Fiscal Agent”) and the Global Agent

10without deduction in respect of any such tax.
However, tax withholding requirements may apply to payments
made by financial intermediaries acting in any capacity otherthan as IBRD’s Fiscal Agent or Global Agent.
Form of Notes ................................

The Notes may be issued in bookentry form, bearer form(“Bearer Notes”) or in registered form (“Registered Notes”). Fed
Bookentry Notes, which are Notes denominated and payable in
U.S. dollars cleared through the bookentry system of the Federal
Reserve Banks (the “Federal Reserve”), will be in bookentry
form and may not be exchanged for Notes in registered form or
for Notes in bearer form.
Unless the issuance is intended to qualify as a targeted bearer
issuance described in United States Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(3)(iii) (a “targeted bearer issuance”),
each Tranche of Bearer Notes will be represented upon initialissuance by a temporary Global Note (a “Temporary Global
Note”) which may be exchanged (i) after a period of not lessthan 40 days from the date of issue for either (a) a permanent
Global Note (a “Permanent Global Note”) upon certification of
non-U.S. beneficial ownership in accordance with the applicable
rules and regulations promulgated by the U.S. Treasury, or (b)definitive Bearer Notes upon certification of non-U.S. beneficial
ownership in accordance with the applicable rules andregulations promulgated by the U.S. Treasury; or (ii) if theapplicable Final Terms so provides, in certain circumstances, forcertificates representing Registered Notes (“Certificates”)
representing the amount of Notes so exchanged, in each case asprovided in the applicable Final Terms. Each Tranche of Bearer
Notes issued as part of a targeted bearer issuance will be
represented upon initial issuance by a Permanent Global Note or,if specified in the applicable Final Terms, Bearer Notes indefinitive bearer form (“Definitive Bearer Notes”).
Each Tranche of Registered Notes will be represented upon
initial issuance by one or more Certificates, each evidencing an
individual Noteholder’s entire interest in such Registered Notes.
Certificates representing Registered Notes that are registered in
the name of a nominee for one or more clearing systems arereferred to as “Global Certificates”.

Specified Denominations ...............

The Specified Denomination(s) with respect to the relevantNotes will be specified in the Final Terms.

Listing ............................................

As specified in the applicable Final Terms, a Series of Notes
may be admitted to the Official List and to trading on the
Luxembourg Stock Exchange’s regulated market. Unlisted
Notes and Notes listed on other or additional stock exchanges
may also be issued under the Facility. The applicable Final
Terms will state whether the relevant issue of Notes will belisted on one or more stock exchanges or will be unlisted.

11

Ratings ...........................................

The Facility has been rated AAA by Standard & Poor’s
Ratings Services, a division of The McGraw Hill Companies,
Inc (“S&P”) and Aaa by Moody’s Investors Service, Inc(“Moody’s”). As defined by S&P, an “AAA” rating means thatthe ability of IBRD to meet its financial commitment on its
obligations is extremely strong. As defined by Moody’s, an“Aaa” rating means that IBRD’s ability to meet its financial
obligations is judged to be of the highest quality, with minimal
credit risk.
A security rating is not a recommendation to buy, sell or holdsecurities and may be subject to suspension, reduction orwithdrawal at any time by the assigning rating agency.

Governing Law ..............................

Notes will be governed by the laws of the State of New York,
English law or the laws of any other jurisdiction, as specified in
the applicable Final Terms. Fed Bookentry Notes will begoverned by the laws of the State of New York. Sterling
denominated Notes will be governed by English law.
Notes may be governed by the laws of any other jurisdiction, as
specified in the applicable Final Terms, with such consequential
amendments to the form of the Notes as may be specified in theapplicable Final Terms, and subject to the receipt of such legal
opinions as may be specified in the Standard Provisions.
The Standard Provisions and the Global Agency Agreement aregoverned by the laws of the State of New York. The Deed ofCovenant is governed by English law. The Fiscal Agency
Agreement is governed by United States Federal law, and to theextent not inconsistent with such Federal law, the laws of theState of New York.

Redenomination,
Renominalization and/or
Consolidation…………………….

Notes denominated in a currency of a country that subsequently
participates in the third stage of European Economic andMonetary Union may be subject to redenomination,
renominalization and/or consolidation with other Notes thendenominated in euro. The provisions applicable to any suchredenomination, renominalization and/or consolidation will be
as specified in the applicable Final Terms.

Selling Restrictions ........................

The sale and delivery of Notes, and the distribution of offering
material relating to the Notes, are subject to certain restrictionsin the United States and in certain other jurisdictions as set forthin this Prospectus and as may be set forth in the applicable Final
Terms. In particular, the Notes are not required to be registeredunder the United States Securities Act of 1933. Bearer Notes
may not be offered, sold or delivered within the United States or
to U.S. persons in connection with their primary distribution.
See “Plan of Distribution”.

Clearing Systems…………………

It is expected that Notes will be accepted for clearance throughone or more clearing systems as specified in the applicable Final
Terms. These systems will include, in the United States, thesystem operated by The Depository Trust Company (“DTC”)

12and, for Fed Bookentry Notes, the Federal Reserve and, outside
the United States, those operated by Euroclear Bank S.A./N.V.
(“Euroclear”) and Clearstream Banking, société anonyme(“Clearstream, Luxembourg”), and in relation to any Series,
such other clearing system as specified in the applicable Final
Terms.
Initial Delivery of Notes…………

On or before the issue date for each Tranche of Bearer Notes, if
the relevant Global Note is intended to be recognized as eligible
collateral for Eurosystem monetary policy and intra-day credit
operations, such Global Note will be delivered to a common
safekeeper (the “Common Safekeeper”) for Euroclear andClearstream, Luxembourg (such Global Notes are issued in new
global note (“NGN”) form). On or before the issue date for each
Tranche of Bearer Notes, if the relevant Global Note is notintended to be recognized as eligible collateral for Eurosystemmonetary policy and intra-day credit operations, unlessotherwise agreed among IBRD, the Global Agent and therelevant Dealer, IBRD will deposit (i) a Temporary Global Note
representing Bearer Notes (except in the case of a targeted
bearer issuance) or (ii) a Permanent Global Note or Definitive
Bearer Notes in the case of a targeted bearer issuance with acommon depositary for Euroclear and Clearstream,
Luxembourg, or any other clearing system specified in theapplicable Final Terms (such Global Notes are issued in classic
global note (“CGN”) form). On or before the issue date for each
Tranche of Registered Notes, unless otherwise agreed among
IBRD, the Global Agent and the relevant Dealer, the Global
Agent will deposit a Global Certificate representing Registered
Notes with a custodian for Euroclear, Clearstream, Luxembourg,
DTC or any other clearing system specified in the applicable
Final Terms, which Global Certificates will be registered in thename of a nominee for the common depositary for Euroclear andClearstream, Luxembourg or for DTC or such other clearing
system.

13

RISK FACTORSThe following section does not describe all the risks (including those relating to each prospective
investor’s particular circumstances) with respect to an investment in the Notes of a particular series,
including the interest rate, exchange rate or other indices, relevant specified currencies, calculation
formulae, and redemption, option and other rights associated with such Notes or when the investor’scurrency is other than the Specified Currency of issue or in which the payment of such Notes will be made.
Prospective investors should refer to and carefully consider the applicable Final Terms for each particularissue of Notes, which may describe additional risks associated with such Notes. The risks in the following
section and the applicable Final Terms are provided as general information only. IBRD disclaims any
responsibility to advise prospective investors of such risks as they exist at the date of this Prospectus or
Final Terms or as such risks may change from time to time. Prospective investors should consult their own
financial and legal advisors about risks associated with an investment in an issue of Notes. Certain Notes
are complex financial instruments and may not be suitable for all investors. Prospective investors shouldhave the financial status and sufficient knowledge and experience in financial and business matters toevaluate the information contained in this Prospectus and the applicable Final Terms and the merits andrisks of investing in a particular issue of Notes in the context of their financial position and particular
circumstances. Prospective investors should have the ability and expertise, and/or access to the appropriate
analytical resources, to analyze such investment, to evaluate the sensitivity of such investment to changes in
economic conditions, interest rate, exchange rate or other indices, the relevant calculation formulae, theredemption, option and other rights associated with such investment, and other factors which may have abearing on the merits and risks of such investment, and the suitability of such investment in such investor’s
particular circumstances. In addition, prospective investors should have the financial capacity to bear therisks associated with any investment in such Notes and should review, among other things, the most recent
audited and unaudited financial statements of IBRD incorporated by reference into this Prospectus when
deciding whether or not to purchase any Notes. Words and expressions defined or used in “Terms andConditions of the Notes” shall have the same meaning in this section.
Notes linked to the performance of interest rate indices are subject to risks not associated with aconventional debt security and which may result in the reduction of the interest, principal and/or
premium payable on Notes
An investment in Notes, the principal or premium of which is determined by reference to one or moreinterest rate indices, either directly or inversely, may entail significant risks not associated with similar
investments in a conventional debt security, including the risk that the resulting interest rate will be less thanthat payable on a conventional debt security issued by IBRD at the same time and that the investor could lose
all or a substantial portion of the principal of its Note or that no premium may be payable thereon. The
secondary market for such Notes will be affected by a number of factors independent of the creditworthinessof IBRD and the value of the applicable interest rate index or indices, including the volatility of such interest
rate index or indices, the method of calculating the index, principal or premium, the time remaining to thematurity of the Notes, the outstanding nominal amount of the Notes and market interest rates. The value of
any applicable interest rate indices should not be taken as an indication of the future performance of suchinterest rate indices during the term of any Note.
Notes are subject to exchange rate and exchange control risks if the investor’s currency is different
from the Specified Currency
Notes may be denominated or payable in one of a number of currencies. For investors whose financial
activities are denominated principally in a currency (the “Investor’s Currency”) other than the Specified
Currency or where principal of, premium (if any) or interest on Notes is payable by reference to a Specified
Currency index other than an index relating to the Investor’s Currency, an investment in the Notes entails
significant risks that are not associated with a similar investment in a security denominated in that Investor’s
Currency.

14

Such risks include, without limitation, the possibility of significant changes in the rate of exchange
between the Specified Currency and the Investor’s Currency and the possibility of the imposition or
modification of exchange controls by the country of the Specified Currency or the Investor’s Currency. Suchrisks generally depend on economic and political events over which IBRD has no control. In recent years,
rates of exchange have been volatile and such volatility may be expected to continue in the future.
Fluctuations in any particular exchange rate that have occurred in the past are not necessarily indicative,
however, of fluctuations that may occur in the future. Depreciation of the Specified Currency against theInvestor’s Currency would result in a decrease in the Investor’s Currency equivalent yield on a Notedenominated in that Specified Currency, in the Investor’s Currency equivalent value of the principal payableat maturity of such Note and generally in the Investor’s Currency equivalent market value of such Note. An
appreciation of the Specified Currency against the Investor’s Currency would have the opposite effect. In
addition, depending on the specified terms of a Note denominated in, or the payment of which is related to
the value of, one or more currencies, changes in exchange rates relating to any of the currencies involved
may result in a decrease in such Note’s effective yield and, in certain circumstances, could result in a loss of
all or a substantial portion of the principal of a Note to the investor.
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 Currency at the time of payment ofprincipal, premium (if any) or interest in respect of a Note. Even if there are no actual exchange controls, it ispossible that the Specified Currency for payment on any particular Note may not be available when
payments on such Note are due.
Structured Notes are subject to risks that are not associated with a conventional debt security
including changes in interest rates and exchange rates which may result in reduction in the interest,principal and/or premium payable on Structured Notes
An investment in a Structured Note issued by IBRD entails risks (which may be significant) not
associated with an investment in a conventional debt security issued by IBRD. A “Structured Note” is a Notewith principal, premium (if any) or interest determined by reference to one or more interest rate indices orcurrency or currency units (including exchange rates and swap indices between currencies or currency units),or one or more stock market, commodities or other indices or formulae (each an “Applicable Index”) (otherthan a single conventional interest rate index or formula, such as LIBOR) or features such as embedded
options, caps or floors. Such risks may include, without limitation, the possibility that an Applicable Index
may be subject to significant changes, that changes in an Applicable Index may not correlate with changes ininterest rates or exchange rates generally or with changes in other indices, that two or more indices orformulae that may be expected to move in tandem or in any other relation to each other may unexpectedly
converge or diverge or otherwise not move as expected, that the resulting interest rate may be less than thatpayable on a conventional debt security issued by IBRD at the same time or that no interest may be payable,that the repayment of principal may occur at times other than that expected by the investor, that the investor
may lose a substantial portion of the principal of its Note (whether payable at maturity, upon redemption orotherwise), that the amount of premium based on appreciation rights payable may be substantially less than
anticipated or that no such premium is payable, that Structured Notes may have more volatile performance
results, and that the effects of currency devaluations and (as discussed under “Risk Factors — Notes are
subject to exchange rate and exchange control risks if the investor’s currency is different from the Specified
Currency”) the imposition or modification of exchange controls by authorities with jurisdiction over a
relevant currency may be greater for Structured Notes than for conventional debt securities issued by IBRD.
Such risks generally depend on a number of factors, including financial, economic and/or political events
over which IBRD has no control. In addition, if an Applicable Index used to determine the amount of interest
payable contains a spread or margin multiplier or if the Applicable Index used to determine the principal,
premium (if any) or interest payable is subject to some other leverage factor, the effect of any change in such
Applicable Index on the principal, premium (if any) or interest may be magnified. If an Applicable Index
includes, or is subject to, a maximum (“cap”) or minimum (“floor”) interest rate limitation, the interest or
principal payable on such Structured Note may be less than that payable on a conventional debt security
issued by IBRD at the same time. Two issues of Structured Notes issued at the same time and with interest

15

rates determined by reference to the same Applicable Index and otherwise comparable terms may havedifferent interest rates and yields when issued and thereafter if the frequency of interest rate adjustments foreach issue is different. In recent years, certain interest rates, currencies, currency units, exchange rates andstock market, commodities or other indices have been highly volatile and such volatility may continue in the
future. Fluctuations in any particular interest rate, currency, currency unit, exchange rate or such other index
that have occurred in the past are not necessarily indicative, however, of fluctuations that may occur in the
future.
The timing of changes in the level of an Applicable Index may affect the actual yield to an investor,
even if the average level is consistent with the investor’s expectation. In general, the earlier a change in thelevel of an Applicable Index occurs, the greater the effect on an investor’s yield. This is especially the casewith Structured Notes providing for repayment of principal at one or more times prior to maturity. As aresult, the effect on an investor’s yield of an Applicable Index level that is lower (or higher) during earlier
periods than the rate anticipated by the investor may not be offset by a later equivalent increase (orreduction).
Any optional redemption feature of Notes is likely to affect the market value of such Notes. During any
period in which such Notes are subject to redemption at the option of IBRD, their market value generally
will not rise substantially above the redemption price because of the increased likelihood of redemption by
IBRD, and this also may be true prior to any such period. IBRD may be expected to redeem such Notes incircumstances where IBRD’s cost of borrowing is lower than the interest rate on such Notes. At such times,
an investor generally would not be able to reinvest redemption proceeds at an effective interest rate which is
as high as the interest rate on such Notes, and such reinvestment might only be at a significantly lower rate.
Investors should consider the related reinvestment risk in light of other investments that may be available tosuch investors. A partial redemption of an issue of Notes also may adversely affect liquidity for theremaining outstanding Notes of such issue.
Prospective investors should consult their own financial and legal advisors about risks associated withan investment in an issue of Structured Notes. Structured Notes may be complex financial instruments andmay not be suitable for all investors.
There may be no secondary market for Notes and, even if there is, the value of Notes will be subject tochanges in market conditions
Notes may not have an established trading market when issued. There can be no assurance of asecondary market for any Notes or the liquidity of such market if one develops. Consequently, investors may
not be able to sell their Notes readily or at prices that will enable them to realize a yield comparable to thatof similar instruments, if any, with a developed secondary market. This is particularly the case for Structured
Notes that are especially sensitive to interest rate, currency or other market risks, that are designed forspecific investment objectives, or strategies or that have been structured to meet the investment requirementsof limited categories of investors, which may have a more limited secondary market and less or no liquidity
and may experience more price volatility than conventional debt securities. Illiquidity may have a severe
adverse effect on the market value of Structured Notes.
Depending upon the type of Notes, market conditions and other factors, investors seeking to sellrelatively small or relatively large amounts of Notes may not be able to do so at prices comparable to thosethat may be available to other investors.
The secondary market for an issue of Notes also will be affected by a number of other factors
independent of the creditworthiness of IBRD and the value of any Applicable Index. These factors may
include the complexity and volatility of such Applicable Index, the method of calculating the principal,
premium (if any) or any interest to be paid in respect of such Notes, the time remaining to the maturity ofsuch Notes, the outstanding amount of such Notes, any amortization or optional redemption features of such
Notes, the amount of other securities linked to such Applicable Index, the amount of such Notes being soldin the secondary market from time to time, any legal restrictions limiting demand for such Notes, the16

availability of comparable securities, and the level, direction and volatility of market interest rates generally.
Such factors will also affect the market value of the Notes.
No investor should purchase Notes unless such investor understands and is able to bear the risk thatcertain Notes may not be readily saleable, that the value of Notes will fluctuate over time, and that such
fluctuations may be significant and could result in significant losses to such investor. This is particularly thecase for investors whose circumstances may not permit them to hold the Notes until maturity.
In addition to the foregoing considerations, the following additional considerations, among others,
relate to the Notes indicated below.
The market value of Notes bearing interest at a Floating Rate with caps or floors generally is morevolatile than that of Notes bearing interest at a Floating Rate linked to the same Applicable Index without
caps or floors, especially when the Applicable Index approaches the cap or floor. Similarly, the prices ofNotes bearing interest at a Floating Rate with an Applicable Index containing a rate multiplier or otherleverage factor greater than one generally are more volatile than those for Notes bearing interest at a Floating
Rate linked to the same Applicable Index without such a rate multiplier or other leverage factor.
In the case of Notes bearing interest at a Floating Rate with an interest rate equal to a fixed rate less arate based upon the Applicable Index, the interest rate will vary in the opposite direction of changes in such
Applicable Index. The prices of such Notes typically are more volatile than those of conventional floating
rate debt securities issued by IBRD based on the same Applicable Index (and with otherwise comparable
terms). This increased volatility is due to the fact that an increase in the Applicable Index not only decreases
the interest rate (and consequently the value) of such Note, but also reflects an increase in prevailing interest
rates, which further adversely affects the value of such Note.
In the case of Notes that bear interest at a rate that IBRD may elect to convert from a Fixed Rate to a
Floating Rate, or from a Floating Rate to a Fixed Rate, the ability of IBRD to convert the interest rate willaffect the secondary market and the value of such Notes since IBRD may be expected to elect such
conversion when it would be expected to produce a lower overall cost of borrowing to IBRD. If IBRD elects
to convert from a Fixed Rate to a Floating Rate, the Margin may be lower (if being added to the ApplicableIndex) or higher (if being subtracted from the Applicable Index) than prevailing spreads or margins at thetime of such conversion on other floating rate securities issued by IBRD with comparable maturities using
the same Applicable Index, and the interest rate at any time may be lower than that payable on othersecurities of IBRD. Conversely, if IBRD elects to convert from a Floating Rate to a Fixed Rate, the Fixed
Rate may be lower than prevailing interest rates on other securities of IBRD.
The prices at which zero coupon instruments, such as Zero Coupon Notes, interest components and, incertain cases, principal components, trade in the secondary market tend to fluctuate more in relation to
general changes in interest rates than do such prices for conventional interest-bearing securities withcomparable maturities. This also is generally true in the case of other instruments issued at a substantial
discount or premium from the nominal amount payable on such instruments, such as Notes issued at a
substantial discount to their nominal amount or Notes issued with significantly above-market interest rates.
Generally, the longer the remaining term of such instruments, the greater their price volatility as compared tothat for conventional interest-bearing securities with comparable maturities.
Investment in Notes may not be legal for all investors
Investors should consult their own legal advisors in determining whether and to what extent Notes
constitute legal investments for such investors and whether and to what extent Notes can be used ascollateral for various types of borrowings. In addition, financial institutions should consult their legal
advisors or regulators in determining the appropriate treatment of Notes under any applicable risk-based
capital or similar rules.
Investors whose investment activities are subject to investment laws and regulations or to review or
regulation by certain authorities may be subject to restrictions on investments in certain types of debt

17

securities, which may include Notes. Investors should review and consider such restrictions prior toinvesting in Notes.
Changes in creditworthiness of IBRD’s borrowers may affect the financial condition of IBRD
IBRD makes loans directly to, or guaranteed by, its member countries. Changes in the macroeconomic
environment and financial markets in these member countries may affect their creditworthiness andrepayments made to IBRD. IBRD’s Articles limit its outstanding loans, equity investments and guarantees tothe total amount of its subscribed capital, reserves and surpluses.
Investors may need to purchase more Notes to ensure that they hold an amount equal to one or more
Specified Denominations
In relation to any issue of Bearer Notes which have a denomination consisting of the minimumSpecified Denomination plus a higher integral multiple of another smaller amount, it is possible that theNotes may be traded in amounts in excess of the minimum Specified Denomination that are not integral
multiples of the minimum Specified Denomination. In such a case a Noteholder who, as a result of trading
such amounts, holds a principal amount of less than the minimum Specified Denomination will not receive adefinitive Bearer Note in respect of such holding (should definitive Notes be printed) and would need topurchase a principal amount of Notes such that it holds an amount equal to one or more Specified
Denominations.

18

TERMS AND CONDITIONS OF THE NOTESThe following is the text of the terms and conditions (the “Conditions” and each a “Condition”) that,
subject to completion and amendment and as supplemented or varied in accordance with the provisions of
the applicable Final Terms, will apply to the Notes referred to in such Final Terms. If Notes are to beprinted in definitive form, these Conditions as so completed, amended, supplemented or varied (and subject
to simplification by the deletion of non-applicable provisions) shall be endorsed on the Definitive Bearer
Notes (as defined below) or on the Certificates (as defined below) relating to such Registered Notes (asdefined below). All capitalized terms used and not defined in these Conditions will have the meaning
ascribed to them in the Final Terms.
The Registered Notes (as defined in Condition 1(a)) and the Bearer Notes (as defined in Condition 1(a))
are issued in accordance with an amended and restated global agency agreement dated as of May 28, 2008(as amended and supplemented from time to time, the “Global Agency Agreement”) and made between
IBRD and Citibank, N.A., London Branch (the “Global Agent”, which expression shall include any
successor global agent under the Global Agency Agreement) and, in the case of Registered Notes and Bearer
Notes governed by English law, with the benefit of a Deed of Covenant (as amended or supplemented as at
the Issue Date, the “Deed of Covenant”) dated as of May 28, 2008 executed by IBRD in relation to theNotes. The original executed Deed of Covenant is held by the Global Agent. The Global Agency Agreement
includes forms of the Notes (other than Fed Bookentry Notes (as defined in Condition 1(a)) and the receipts(if any) for the payment of instalments of principal (the “Receipts”) relating to Notes in bearer form of which
the principal is payable in instalments, the coupons (if any) attaching to interest-bearing Notes in bearer form
(the “Coupons”) and the talons (if any) for further Coupons relating to such Notes (the “Talons”). Copies of
the Global Agency Agreement and the Deed of Covenant are available for inspection at the specified officesof each of the Global Agent and Calculation Agent, the Exchange Agent, the Registrar, the Transfer Agentsand the Paying Agents (each as defined below). The Global Agency Agreement provides for the appointmentof other agents, including a calculation agent (the “Calculation Agent”, which expression shall mean inrespect of any issue of Notes any other calculation agent appointed in respect of such issue pursuant to the
Global Agency Agreement or another agreement and designated as such on such Notes), an exchange agent(the “Exchange Agent”), one or more paying agents (together with the Global Agent, the “Paying Agents”),
one or more transfer agents (together, the “Transfer Agents”) and a registrar (the “Registrar”). The Global
Agent, the Calculation Agent, the Exchange Agent, the Registrar, the Transfer Agents, the Paying Agentsand the Federal Reserve Bank of New York are together referred to herein as the “Agents”. The Noteholders(as defined below) and the holders of the Coupons (if any) and, where applicable, Talons (the“Couponholders”) and the holders of the Receipts are bound by and deemed to have notice of, and areentitled to the benefit of, all of the provisions of the Global Agency Agreement, the Deed of Covenant andthe Final Terms, which are applicable to them.
The Fed Bookentry Notes are issued in accordance with a uniform fiscal agency agreement dated as ofJuly 20, 2006 (as amended and supplemented from time to time, the “Fiscal Agency Agreement”) and madebetween IBRD and the Federal Reserve Bank of New York, as fiscal and paying agent (the “Fiscal Agent”).
Copies of the Fiscal Agency Agreement are available for inspection at the specified offices of the Fiscal
Agent.
In these Conditions, “Noteholder” means the bearer of any Bearer Note and the Receipts relating to it or
the Federal Reserve Bank of New York for Fed Bookentry Notes or the person in whose name a Registered
Note is registered, and “holder” (in relation to a Bearer Note, Receipt, Coupon or Talon) means the bearer of
any Bearer Note, Receipt, Coupon or Talon or, in relation to a Fed Bookentry Note, the Federal Reserve
Bank of New York or, in relation to a Registered Note, the person in whose name a Registered Note isregistered, as the case may be.
For Notes which are not Definitive Bearer Notes, Fed Bookentry Notes or individually certificatedRegistered Notes represented by Certificates (each as defined in Condition 1(a)), references in these
Conditions to terms specified on a Note or specified hereon shall be deemed to include references to terms
specified in the applicable final terms issued in respect of a particular issue of Notes of which such Note

19

forms a part (each a “Final Terms”) and which will be attached to such Note. For Notes which are Fed
Bookentry Notes, references in these Conditions to terms specified on a Fed Bookentry Note or specified
hereon shall be deemed to be references to the Final Terms applicable to such Fed Bookentry Note.
These Conditions may be amended, modified or varied in relation to any Series of Notes by the terms of
the applicable Final Terms in relation to such Series. All capitalized terms that are not defined in these
Conditions will have the meanings given to them in the applicable Final Terms.
1.

Form, Denomination, Title and Specified Currency(a) Form: Each issue of Notes of which this Note forms a part (the “Notes”) is issued as:(i)registered notes (other than those registered notes issued in exchange for Fed Bookentry
Notes (as defined in Condition 1(a)(ii)) (“Registered Notes”) in the nominal amount of aSpecified Denomination (as defined in Condition 1(b));(ii)

uncertificated bookentry notes (“Fed Bookentry Notes”) in the nominal amount of aSpecified Denomination; and/or(iii)

bearer notes (“Bearer Notes”) in the nominal amount of a Specified Denomination,as specified on such Note, and these Conditions must be read accordingly. An issue of Notes may compriseeither Bearer Notes only, Registered Notes only, Registered Notes and Bearer Notes only, or Fed Bookentry
Notes only (except as provided in Condition 2(b)).
Bearer Notes may be issued in global form (“Global Notes”) and/or definitive bearer form (“Definitive
Bearer Notes”). Bearer Notes in definitive form are serially numbered and are issued with Coupons (and,where appropriate, a Talon) attached, except in the case of Notes that do not bear interest, in which casereferences to interest (other than in relation to interest due after the Maturity Date), Coupons and Talons inthese Conditions are not applicable. Any Bearer Note the nominal amount of which is redeemable ininstalments is issued with one or more Receipts attached.
Registered Notes are represented by registered certificates (“Certificates”) in global and/or definitive
form. Except as provided in Condition 2(c), one Certificate (including Certificates in global form)
representing the aggregate nominal amount of Registered Notes held by the same holder will be issued tosuch holder, unless more than one Certificate is required for clearance and settlement purposes. Each
Certificate will be numbered serially with an identifying number, which will be recorded in the register (the“Register”) kept by the Registrar.
(b) Denomination: “Specified Denomination” means the denomination or denominations specified onsuch Note.
(c) Title:(i)

Title to Registered Notes shall pass by registration in the Register in accordance with theprovisions of the Global Agency Agreement, or otherwise in accordance with applicable law.

(ii)

IBRD may deem and treat the Federal Reserve Bank of New York, in respect of all Fed
Bookentry Notes, as the absolute owner thereof for all purposes whatsoever notwithstanding
any notice to the contrary and all payments to or on the order of the Federal Reserve Bank of
New York and such registered owner, respectively, shall be valid and effective to discharge
the liability of IBRD with respect to such Fed Bookentry Notes to the extent of the sum orsums so paid. As custodian of Fed Bookentry Notes, the Federal Reserve Bank of New York
may deem and treat other Federal Reserve Banks and Branches and Holding Institutions (asdefined below) located in the Second Federal Reserve District holding any Fed Bookentry
Notes as the absolute owner thereof for all purposes whatsoever notwithstanding any noticeto the contrary; and all payments to or on the order of such Federal Reserve Banks or
Branches or Holding Institutions, as the case may be, shall be valid and effective to discharge
the liability of IBRD with respect to such Fed Bookentry Notes to the extent of the sum or20

sums so paid. A “Holding Institution” is a depositary or other designated institution that has
an appropriate bookentry account with a Federal Reserve Bank or Branch.
(iii)

Title to Bearer Notes and the Receipts, Coupons and Talons shall pass by delivery.

(iv)

IBRD, the Global Agent, the Paying Agents, the Registrar and the Transfer Agents shall beentitled to deem and treat the registered holder of any Registered Note, or the Federal
Reserve Bank of New York for Fed Bookentry Notes, or the bearer of any Bearer Note,
Receipt, Coupon or Talon, to be the absolute owner thereof for the purpose of making
payments and for all other purposes, whether or not such Registered Note, Fed Bookentry
Note, or Bearer Note, Receipt, Coupon or Talon is overdue and regardless of any notice ofownership, trust or an interest therein, any writing thereon (or on the Certificate representingit) or any notice of any previous theft or loss thereof (or of the related Certificate), and all
payments on a Note or Coupon to such holder shall be deemed valid and effectual todischarge the liability of IBRD in respect of such Note or Coupon to the extent of the sum orsums so paid.

(d) Specified Currency: The Specified Currency of any Note is as specified hereon. All payments ofprincipal and interest in respect of a Note shall be made in one or more Specified Currencies.
2.

Transfers of Registered Notes and Exchanges of Registered Notes and Bearer Notes(a) Transfer and Exchange of Registered Notes:(i)

Subject as provided in Condition 2(g), a Registered Note may be transferred in whole or inpart in a Specified Denomination upon the surrender of the Certificate representing such
Registered Note to be transferred, together with the form of transfer endorsed on such
Certificate duly completed and executed, at the specified office of the Registrar or any
Transfer Agent. In the case of a transfer of only part of such a Registered Note represented by
one Certificate, a new Certificate shall be issued to the transferee in respect of the parttransferred and a further new Certificate shall be issued to the transferor in respect of thebalance not transferred. Each new Certificate to be issued upon transfer of such a Registered
Note represented by such Certificate will be mailed to such address as may be specified insuch form of transfer at the risk of the holder entitled to the new Certificate in accordancewith the customary procedures of such Registrar or Transfer Agent.

(ii)

Registered Notes may not be exchanged for Bearer Notes.

(b) Transfer of Fed Bookentry Notes: Fed Bookentry Notes may be transferred between Holding
Institutions, in Federal Reserve Districts where the respective Federal Reserve Banks have adopted
appropriate procedures, in accordance with such procedures. Fed Bookentry Notes may not be exchanged
for Registered Notes or Bearer Notes.
(c) Partial Exercise of Options or Partial Redemption in Respect of Registered Notes: In the case of apartial redemption (in respect of an exercise of IBRD’s or the Noteholder’s option or otherwise) of
Registered Notes represented by a single Certificate, a new Certificate in respect of the balance of theinterest in any such Registered Notes not redeemed shall be issued to the holder to reflect the exercise ofsuch option. In the case of a partial exercise of an option (other than in respect of optional redemption), one
or more new Certificates may be issued to the relevant holders reflecting such exercise. New Certificatesshall only be issued against surrender of the existing Certificates to the Registrar or any Transfer Agent.
(d) Exchange of Bearer Notes: Subject as provided in Condition 2(g), and if so provided hereon,
Bearer Notes may be exchanged for the same aggregate nominal amount of Registered Notes of the same
Series at the request in writing of the relevant Noteholder and upon surrender of each Bearer Note to beexchanged, together with all unmatured Receipts, Coupons and Talons relating to it, at the specified office of
any Transfer Agent; provided, however, that where such Bearer Note is surrendered for exchange after the
Record Date (as defined in Condition 7(a)) for any payment of interest, the Coupon in respect of that21

payment of interest need not be surrendered with it. Bearer Notes of one Specified Denomination may not be
exchanged for Bearer Notes of another Specified Denomination.
(e) Delivery of New Certificates and Notes: New Certificate(s) or Note(s) issued upon any transfer,
exchange, partial redemption or partial exercise of options in accordance with this Condition 2 shall bemailed by uninsured post at the risk of the holder entitled to the new Certificate or Note to such address as
may be so specified in the request for transfer or exchange, or in the redemption exercise notice delivered by
the holder requesting such transfer, exchange or partial redemption, to the relevant Transfer Agent orRegistrar, as the case may be (in respect of Registered Notes), or (if no address is so specified) as appears in
the Register, or otherwise in accordance with the customary procedures of the relevant Transfer Agent, theRegistrar or the Fiscal Agent, as the case may be, unless such holder requests otherwise and pays in advanceto the relevant Agent the costs of such other method of delivery and/or such insurance as it may specify.
(f) Exchange Free of Charge: Exchanges of Bearer Notes for Registered Notes and registrations oftransfers of Certificates shall be effected without charge by or on behalf of IBRD, the Registrar or theTransfer Agents, provided that the transferor or holder shall bear the expense of the issue and delivery of any
Registered Note and shall make any payment of any tax or other governmental charges that may be imposedin relation to it (or the giving of such indemnity as the Registrar or the relevant Transfer Agent may require).
(g) Closed Periods: No transfer of a Registered Note or the exchange of a Bearer Note for one ormore Registered Note(s) will be effected (i) in the case of a transfer of a Registered Note or exchange of a
Bearer Note, during the period of 15 days immediately preceding the due date for any payment of principal,
redemption amount or premium (if any) in respect of that Note, or, in the case of a transfer of a Fed
Bookentry Note, during the period of 10 days immediately preceding the due date for any payment ofprincipal, redemption amount or premium (if any) in respect of that Note, (ii) during the notice period
immediately preceding any date on which Notes may be called for redemption by IBRD at its option
pursuant to Condition 6(d), (iii) after any such Note has been called for redemption or (iv) during the periodof 7 days ending on (and including) any Record Date (as defined in Condition 7(a)). If specified hereon that
Bearer Notes may be exchanged for Registered Notes, then any such Bearer Note called for redemption may
be exchanged for one or more Registered Note(s) not later than the relevant Record Date, provided that theCertificate in respect of such Registered Note(s) is simultaneously surrendered.
(h) Provisions Concerning Transfers: All transfers of Registered Notes and entries on the Register
will be made in accordance with the relevant procedures of the Registrar. A copy of the relevant procedures
will be made available by the Registrar to any holder of a Registered Note upon request.
3.

StatusThe Notes constitute direct, unsecured obligations of IBRD ranking pari passu, without any preference
among themselves, with all its other obligations that are unsecured and unsubordinated.
THE NOTES ARE NOT OBLIGATIONS OF ANY GOVERNMENT.
4.

Negative Pledge

As long as any of the Notes shall be outstanding and unpaid, but only up to the time all amounts ofprincipal and interest have been paid to the Global Agent or the Fiscal Agent, as the case may be, IBRD will
not cause or permit to be created on any of its property or assets any mortgage, pledge or other lien or charge
as security for any bonds, notes or other evidences of indebtedness at any time issued, assumed or
guaranteed by IBRD for money borrowed (other than any purchase money mortgage, or other pledge or lien,on property purchased by IBRD as security for all or any part of the purchase price thereof, any lien arisingin the ordinary course of business, or any extension or renewal of any of the foregoing), unless the Notes
shall be secured by such mortgage, pledge or other lien or charge equally and ratably with such other notes,
bonds or evidences of indebtedness.

22

5.

Interest(a) Interest on Fixed Rate Notes: Each Fixed Rate Note bears interest on its outstanding nominal
amount from and including the Interest Commencement Date at the rate per annum (expressed as apercentage) equal to the Rate of Interest, such interest being payable in arrear on each Interest Payment Date.
The amount of interest payable shall be determined in accordance with Condition 5(j). Such Interest
Payment Date(s) is/are specified hereon. If a Fixed Coupon Amount or Broken Amount is specified hereon,
the amount of interest payable on each Interest Payment Date will amount to the Fixed Coupon Amount or,if applicable, the Broken Amount so specified and, in the case of the Broken Amount, will be payable on theparticular Interest Payment Date(s) specified hereon.
(b) Interest on Floating Rate Notes and Index Linked Interest Notes:(i)Interest Payment Dates:
Each Floating Rate Note and Index Linked Interest Note bears interest on its outstanding
nominal amount from and including the Interest Commencement Date at the rate per annum(expressed as a percentage) equal to the Rate of Interest, such interest being payable in arrear
on each Interest Payment Date. The amount of interest payable shall be determined inaccordance with Condition 5(j). Such Interest Payment Date(s) is/are either specified hereonas Specified Interest Payment Dates or, if no Specified Interest Payment Date(s) is/are
specified hereon, Interest Payment Date shall mean each date which falls the number ofmonths or other period specified hereon as the Interest Period after the preceding Interest
Payment Date or, in the case of the first Interest Payment Date, after the Interest
Commencement Date.

(ii)

Rate of Interest for Floating Rate Notes:(A) The Rate of Interest in respect of Floating Rate Notes for each Interest Accrual Period
shall be determined in the manner specified hereon. If either ISDA Determination or
Screen Rate/Reference Bank Determination are specified hereon, the provisions below
relating to either ISDA Determination or Screen Rate/Reference Bank Determination
shall apply.
(B) ISDA Determination for Floating Rate Notes
Where ISDA Determination is specified hereon as the manner in which the Rate ofInterest is to be determined, the Rate of Interest for each Interest Accrual Period shall be
determined by the Calculation Agent as a rate equal to the relevant ISDA Rate. For the
purposes of this sub-paragraph (B), “ISDA Rate” for an Interest Accrual Period means arate equal to the Floating Rate that would be determined by the Calculation Agent undera Swap Transaction under the terms of an agreement incorporating the ISDA Definitions
and under which:(x) the Floating Rate Option is as specified hereon;(y) the Designated Maturity is a period specified hereon; and(z) the relevant Reset Date is the first day of that Interest Accrual Period unlessotherwise specified hereon.
For the purposes of this sub-paragraph (B), “Floating Rate”, “Calculation Agent”,“Floating Rate Option”, “Designated Maturity”, “Reset Date” and “Swap Transaction”
have the meanings given to those terms in the ISDA Definitions.
(C) Screen Rate/Reference Bank Determination for Floating Rate Notes
Where Screen Rate/Reference Bank Determination is specified hereon as the manner inwhich the Rate of Interest is to be determined, the Rate of Interest for each Interest
Accrual Period will be determined by the Calculation Agent at or about the Relevant

23

Time on the Interest Determination Date in respect of such Interest Accrual Period in
accordance with the following:(x) if the Primary Source for Floating Rate is a Page, subject as provided below, theRate of Interest shall be:(I)

the Relevant Rate (where such Relevant Rate on such Page is a composite
quotation or is customarily supplied by one entity); or(II) the arithmetic mean of the Relevant Rates of the persons whose Relevant Rates
appear on that Page;
in each case appearing on such Page at the Relevant Time on the Interest
Determination Date;(y) if the Primary Source for the Floating Rate is Reference Banks or if sub-paragraph(x)(I) applies and no Relevant Rate appears on the Page at the Relevant Time on
the Interest Determination Date or if sub-paragraph (x)(II) applies and fewer than
two Relevant Rates appear on the Page at the Relevant Time on the Interest
Determination Date, subject as provided below, the Rate of Interest shall be thearithmetic mean of the Relevant Rates that each of the Reference Banks is quoting
to leading banks in the Relevant Financial Centre at the Relevant Time on theInterest Determination Date, as determined by the Calculation Agent; and(z) if paragraph (y) above applies and the Calculation Agent determines that fewer
than two Reference Banks are so quoting Relevant Rates, subject as provided
below, the Rate of Interest shall be the arithmetic mean of the rates per annum(expressed as a percentage) that the Calculation Agent determines to be the rates(being the nearest equivalent to the Benchmark) in respect of a Representative
Amount of the Specified Currency that at least two out of five leading banks
selected by the Calculation Agent in the principal financial centre of the country of
the Specified Currency or, if the Specified Currency is euro, in the Euro-zone asselected by the Calculation Agent (the “Principal Financial Centre”) are quoting at
or about the Relevant Time on the date on which such banks would customarily
quote such rates for a period commencing on the Effective Date for a period
equivalent to the Specified Duration to leading banks carrying on business in the
Principal Financial Centre; except that, if fewer than two of such banks are soquoting to leading banks in the Principal Financial Centre, the Rate of Interest shallbe the Rate of Interest determined on the previous Interest Determination Date(after readjustment for any difference between any Margin, Rate Multiplier or
Maximum or Minimum Rate of Interest applicable to the preceding Interest
Accrual Period and to the relevant Interest Accrual Period).
(iii)

Rate of Interest for Index Linked Interest Notes:
In the case of Index Linked Interest Notes where the Rate of Interest and/or the Interest
Amount, as the case may be (whether on any Interest Payment Date, early redemption,
maturity or otherwise), falls to be determined by reference to an index and/or a formula, theRate of Interest and/or the Interest Amount, as the case may be, shall be determined inaccordance with such index and/or formula in the manner specified hereon (the “Index”
and/or the “Formula”, respectively).

(c) Zero Coupon Notes: Where a Note the Interest Basis of which is specified to be Zero Coupon is
repayable prior to the Maturity Date and is not paid when due, the amount due and payable prior to the
Maturity Date shall be the Early Redemption Amount of such Note. As from the Maturity Date, the Rate ofInterest for any overdue principal of such a Note shall be a rate per annum (expressed as a percentage) equal
to the Amortization Yield (as described in Condition 6(c)(ii)).

24

(d) Dual Currency Notes: In the case of Dual Currency Notes, if the rate or amount of interest falls tobe determined by reference to a Rate of Exchange or a method of calculating Rate of Exchange, the rate or
amount of interest payable shall be determined in the manner specified hereon.
(e) Partly-paid Notes: In the case of Partly-paid Notes (other than Partly-paid Notes which are Zero
Coupon Notes), interest will accrue as aforesaid on the paid-up nominal amount of such Notes and otherwise
as specified hereon.
(f) Business Day Convention: If any date referred to in these Conditions that is specified to be subject
to adjustment in accordance with a Business Day Convention would otherwise fall on a day that is not a
Business Day, then, if the Business Day Convention specified is (A) the Floating Rate Business Day
Convention, such date shall be postponed to the next day that is a Business Day unless it would thereby fall
into the next calendar month, in which event (x) such date shall be brought forward to the immediately
preceding Business Day and (y) each subsequent such date shall be the last Business Day of the month inwhich such date would have fallen had it not been subject to adjustment, (B) the Following Business Day
Convention, such date shall be postponed to the next day that is a Business Day, (C) the Modified Following
Business Day Convention, such date shall be postponed to the next day that is a Business Day unless itwould thereby fall into the next calendar month, in which event such date shall be brought forward to theimmediately preceding Business Day or (D) the Preceding Business Day Convention, such date shall be
brought forward to the immediately preceding Business Day.
(g) Accrual of Interest: Interest shall cease to accrue on each Note on the due date for redemption
unless, upon due presentation, payment is improperly withheld or refused, in which event interest shallcontinue to accrue (as well after as before judgment) at the Rate of Interest in the manner provided in thisCondition 5 to the Relevant Date (as defined in Condition 8).
(h) Margin, Maximum/Minimum Rates of Interest, Instalment Amounts and Redemption Amounts:(i)

If any Margin is specified hereon (either (x) generally, or (y) in relation to one or moreInterest Accrual Periods), an adjustment shall be made to all Rates of Interest, in the case of(x), or the Rates of Interest for the specified Interest Accrual Periods, in the case of (y),calculated in accordance with (b) above by adding (if a positive number) or subtracting (if anegative number) the absolute value of such Margin subject always to the next paragraph.

(ii)

If any Maximum or Minimum Rate of Interest, Instalment Amount or Redemption Amount is
specified hereon, then any Rate of Interest, Instalment Amount or Redemption Amount shallbe subject to such maximum or minimum, as the case may be.

(i) Rounding: For the purposes of any calculations required pursuant to these Conditions (unlessotherwise specified), (x) all percentages resulting from such calculations shall be rounded, if necessary, tothe nearest one hundred-thousandth of a percentage point (with halves being rounded up), (y) all figures shallbe rounded to seven significant figures (with halves being rounded up) and (z) all currency amounts that falldue and payable shall be rounded to the nearest unit of such currency (with halves being rounded up), except
in the case of yen, which shall be rounded down to the nearest yen. For these purposes “unit” means thelowest amount of such currency that is available as legal tender in the country(ies) of such currency.
(j) Calculations: The amount of interest payable per Calculation Amount in respect of any Note for
any Interest Accrual Period shall be equal to the product of the Rate of Interest, the Calculation Amountspecified hereon, and the Day Count Fraction for such Interest Accrual Period, unless an Interest Amount (ora formula for its calculation) is applicable to such Interest Accrual Period, in which case the amount ofinterest payable per Calculation Amount in respect of such Note for such Interest Accrual Period shall equal
such Interest Amount (or be calculated in accordance with such formula). Where any Interest Period
comprises two or more Interest Accrual Periods, the amount of interest payable per Calculation Amount inrespect of such Interest Period shall be the sum of the Interest Amounts payable in respect of each of thoseInterest Accrual Periods. In respect of any other period for which interest is required to be calculated, theprovisions above shall apply except that the Day Count Fraction shall be for the period for which interest isrequired to be calculated. If the Calculation Amount is not specified hereon, the Calculation Amount shallequal the minimum Specified Denomination.
25

(k) Determination and Publication of Rates of Interest, Interest Amounts, Final Redemption Amounts,
Early Redemption Amounts, Optional Redemption Amounts and Instalment Amounts: The Calculation Agentshall, as soon as practicable on such date as the Calculation Agent may be required to calculate any rate or
amount, obtain any quotation or make any determination or calculation, determine such rate and calculate theInterest Amounts for the relevant Interest Accrual Period, calculate the Final Redemption Amount, Early
Redemption Amount, Optional Redemption Amount or Instalment Amount, obtain such quotation or makesuch determination or calculation, as the case may be, and cause the Rate of Interest and the Interest
Amounts for each Interest Accrual Period and the relevant Interest Payment Date and, if required to be
calculated, the Final Redemption Amount, Early Redemption Amount, Optional Redemption Amount or any
Instalment Amount to be notified to the Global Agent, Fiscal Agent, IBRD, each of the Paying Agents, theNoteholders, any other Calculation Agent appointed in respect of the Notes that is to make a further
calculation upon receipt of such information and, if the Notes are listed on a stock exchange and the rules ofsuch exchange or other relevant authority so require, such exchange or other relevant authority as soon as
possible after their determination but in no event later than (i) the commencement of the relevant Interest
Period, if determined prior to such time, in the case of notification to such exchange of a Rate of Interest andInterest Amount, or (ii) in all other cases, the fourth Business Day after such determination. Where any
Interest Payment Date or Interest Period Date is subject to adjustment pursuant to Condition 5(f), the Interest
Amounts and the Interest Payment Date so published may subsequently be amended (or appropriate
alternative arrangements made by way of adjustment) without notice in the event of an extension or
shortening of the Interest Period. If the Notes become due and payable under Condition 9, the accrued
interest and the Rate of Interest payable in respect of the Notes shall nevertheless continue to be calculated
as previously in accordance with this Condition but no publication of the Rate of Interest or the Interest
Amount so calculated need be made. The determination of any rate or amount, the obtaining of eachquotation and the making of each determination or calculation by the Calculation Agent(s) shall (in theabsence of manifest error) be final and binding upon all parties.
(l) Definitions: In these Conditions, unless the context otherwise requires, the following definedterms shall have the meanings set out below:“Business Day” means:(i)either (a) in relation to Notes denominated in a Specified Currency other than euro, a day on
which commercial banks and foreign exchange markets settle payments and are open forgeneral business (including dealings in foreign exchange and foreign currency deposits) inthe principal financial centre of the country of the relevant Specified Currency or (b) inrelation to Notes denominated in euro, a day on which the TARGET system is operating (a“TARGET Business Day”); and(ii)

a day on which commercial banks and foreign exchange markets are open for generalbusiness (including dealings in foreign exchange and foreign currency deposits) in any
Business Centre specified hereon.

“Day Count Fraction” means, in respect of the calculation of an Interest Amount on any Note forany period of time (from and including the first day of such period to but excluding the last)(whether or not constituting an Interest Period or an Interest Accrual Period, the “Calculation
Period”):(i)if “Actual/Actual” or “Actual/Actual-ISDA” is specified hereon, the actual number of days in
the Calculation Period divided by 365 (or, if any portion of that Calculation Period falls in aleap year, the sum of (A) the actual number of days in that portion of the Calculation Period
falling in a leap year divided by 366 and (B) the actual number of days in that portion of the
Calculation Period falling in a non-leap year divided by 365);(ii)

if “Actual/365 (Fixed)” is specified hereon, the actual number of days in the Calculation
Period divided by 365;

(iii)

if “Actual/360” is specified hereon, the actual number of days in the Calculation Period
divided by 360;
26

(iv)

if “30/360”, “360/360” or “Bond Basis” is specified hereon, the number of days in the
Calculation Period divided by 360, calculated on a formula basis as follows:
Day Count Fraction =[360 x (Y2 -Y1)] + [30 x (M2 -M1)] + (D2 -D1)
360

where:“Y1” is the year, expressed as a number, in which the first day of the Calculation Period falls;“Y2” is the year, expressed as a number, in which the day immediately following the last day
included in the Calculation Period falls;“M1” is the calendar month, expressed as a number, in which the first day of the Calculation
Period falls;“M2” is the calendar month, expressed as a number, in which the day immediately following
the last day included in the Calculation Period falls;“D1” is the first calendar day, expressed as a number, of the Calculation Period, unless such
number would be 31, in which case D1 will be 30; and“D2” is the calendar day, expressed as a number, immediately following the last day includedin the Calculation Period, unless such number would be 31 and D1 is greater than 29, in
which case D2 will be 30;(v)

if “30E/360” or “Eurobond Basis” is specified hereon, the number of days in the Calculation
Period divided by 360, calculated on a formula basis as follows:
Day Count Fraction =[360 x (Y2 -Y1)] + [30 x (M2 -M1)] + (D2 -D1)
360

where:“Y1” is the year, expressed as a number, in which the first day of the Calculation Period falls;“Y2” is the year, expressed as a number, in which the day immediately following the last day
included in the Calculation Period falls;“M1” is the calendar month, expressed as a number, in which the first day of the Calculation
Period falls;“M2” is the calendar month, expressed as a number, in which the day immediately following
the last day included in the Calculation Period falls;“D1” is the first calendar day, expressed as a number, of the Calculation Period, unless such
number would be 31, in which case D1 will be 30; and“D2” is the calendar day, expressed as a number, immediately following the last day includedin the Calculation Period, unless such number would be 31, in which case D2 will be 30;(vi)

if “30E/360 (ISDA)” is specified hereon, the number of days in the Calculation Period
divided by 360, calculated on a formula basis as follows:
Day Count Fraction =[360 x (Y2 -Y1)] + [30 x (M2 -M1)] + (D2 -D1)
360

where:“Y1” is the year, expressed as a number, in which the first day of the Calculation Period falls;“Y2” is the year, expressed as a number, in which the day immediately following the last day
included in the Calculation Period falls;

27

“M1” is the calendar month, expressed as a number, in which the first day of the Calculation
Period falls;“M2” is the calendar month, expressed as a number, in which the day immediately following
the last day included in the Calculation Period falls;“D1” is the first calendar day, expressed as a number, of the Calculation Period, unless (i) thatday is the last day of February or (ii) such number would be 31, in which case D1 will be 30;
and“D2” is the calendar day, expressed as a number, immediately following the last day includedin the Calculation Period, unless (i) that day is the last day of February but not the Maturity
Date or (ii) such number would be 31, in which case D2 will be 30;(vii)

if “Actual/Actual-ICMA” is specified hereon, a fraction equal to “number of days
accrued/number of days in year”, as such terms are used in Rule 251 of the statutes, bylaws,
rules and recommendations of the International Capital Market Association (the “ICMA RuleBook”), calculated in accordance with Rule 251 of the ICMA Rule Book as applied to nonU.S. dollar denominated straight and convertible bonds issued after December 31, 1998, as
though the interest coupon on a bond were being calculated for a coupon period
corresponding to the Calculation Period in respect of which payment is being made;(viii)

in all other cases, such other basis as specified hereon.

“Effective Date” means, with respect to any Rate of Interest for Floating Rate Notes to be
determined on an Interest Determination Date, the date specified as such hereon or, if none is so
specified, the first day of the Interest Accrual Period to which such Interest Determination Date
relates.
“Euro-zone” means the region comprised of member states of the European Union that adopt thesingle currency in accordance with the Treaty establishing the European Community, as amended.
“Interest Accrual Period” means the period beginning on (and including) the Interest
Commencement Date and ending on (but excluding) the first Interest Period Date and eachsuccessive period beginning on (and including) an Interest Period Date and ending on (butexcluding) the next succeeding Interest Period Date.
“Interest Amount” means:(i)in respect of an Interest Accrual Period, the amount of interest payable per Calculation
Amount for that Interest Accrual Period or, in the case of Fixed Rate Notes, and unlessotherwise specified hereon, the Fixed Coupon Amount or Broken Amount specified hereon
as being payable on the Interest Payment Date ending the Interest Period of which such
Interest Accrual Period forms part; and(ii)

in respect of any other period, the amount of interest payable per Calculation Amount for that
period.

“Interest Commencement Date” means the Issue Date or such other date as may be specified
hereon.
“Interest Determination Date” means, with respect to a Rate of Interest and Interest Accrual
Period, the date specified as such hereon or, if none is so specified, (i) the first day of such Interest
Accrual Period if the Specified Currency is Sterling or (ii) the day falling two Business Days in
London prior to the first day of such Interest Accrual Period if the Specified Currency is neither
Sterling nor euro or (iii) the day falling two TARGET Business Days prior to the first day of such
Interest Accrual Period if the Specified Currency is euro.
“Interest Period” means the period specified as such hereon or, if none is so specified, the period
beginning on (and including) the Interest Commencement Date and ending on (but excluding) the28

first Interest Payment Date and each successive period beginning on (and including) an Interest
Payment Date and ending on (but excluding) the next succeeding Interest Payment Date.
“Interest Period Date” means each Interest Payment Date unless otherwise specified hereon.
“ISDA Definitions” means the 2006 ISDA Definitions, as published by the International Swaps
and Derivatives Association, Inc., unless otherwise specified hereon.
“Page” means such page, section, caption, column or other part of a particular information service(including, but not limited to, Reuters Markets 3000 (‘‘Reuters’’)) as may be specified for the
purpose of providing a Relevant Rate, or such other page, section, caption, column or other part as
may replace it on that information service or on such other information service, in each case as
may be nominated by the person or organization providing or sponsoring the information
appearing there for the purpose of displaying rates or prices comparable to that Relevant Rate.
“Rate of Interest” means the rate of interest payable from time to time in respect of this Note andthat is either specified hereon or calculated in accordance with the provisions specified hereon.
“Reference Banks” means, the institutions specified as such hereon or, if none, four major banks
selected by the Calculation Agent in the interbank market (or, if appropriate, money, swap or overthe-counter index options market) that is most closely connected with the Benchmark (which, if
EURIBOR is the relevant Benchmark, shall be the Euro-zone).
“Relevant Financial Centre’’ means, with respect to any Floating Rate to be determined inaccordance with a Screen Rate/Reference Bank Determination on an Interest Determination Date,the financial centre as may be specified as such hereon or, if none is so specified, the financial
centre with which the relevant Benchmark is most closely connected (which, in the case of
EURIBOR, shall be the Euro-zone) or, if none is so connected, London.
“Relevant Rate” means the Benchmark for a Representative Amount of the Specified Currency fora period (if applicable or appropriate to the Benchmark) equal to the Specified Durationcommencing on the Effective Date.
“Relevant Time” means, with respect to any Interest Determination Date, the local time in the
Relevant Financial Centre specified hereon or, if no time is specified, the local time in the
Relevant Financial Centre at which it is customary to determine bid and offered rates in respect ofdeposits in the Specified Currency in the interbank market in the Relevant Financial Centre or, if
no such customary local time exists, 11.00 hours in the Relevant Financial Centre and, for the
purpose of this definition, ‘‘local time’’ means, with respect to the Euro-zone as a Relevant
Financial Centre, Brussels time.
“Representative Amount” means, with respect to any Floating Rate to be determined inaccordance with a Screen Rate/Reference Bank Determination on an Interest Determination Date,the amount specified as such hereon or, if none is specified, an amount that is representative for asingle transaction in the relevant market at the relevant time.
“Specified Currency” means the currency specified as such hereon or, if none is specified, thecurrency in which the Notes are denominated.
“Specified Duration” means, with respect to any Floating Rate to be determined in accordancewith a Screen Rate/Reference Bank Determination on an Interest Determination Date, the duration
specified hereon or, if none is specified, a period of time equal to the relative Interest Accrual
Period, ignoring any adjustment pursuant to Condition 5(f).
“TARGET System” means the Trans-European Automated Real-Time Gross Settlement Express
Transfer (TARGET) System or any successor thereto.
(m) Calculation Agent and Reference Banks: IBRD shall procure that, with respect to any Floating
Rate Notes for which the Primary Source is Reference Banks, for so long as such Floating Rate Notes areoutstanding (as defined in the Global Agency Agreement) there shall at all times be four Reference Banks29

(or such other number as may be required) with offices in the Relevant Financial Centre and one or more
Calculation Agents if provision is made for them as specified hereon. If any Reference Bank (acting throughits relevant office) is unable or unwilling to continue to act as a Reference Bank, then IBRD shall appoint
another Reference Bank with an office in the Relevant Financial Centre to act as such in its place. Where
more than one Calculation Agent is appointed in respect of the Notes, references in these Conditions to the
Calculation Agent shall be construed as each Calculation Agent performing its respective duties under theConditions. If the Calculation Agent is unable or unwilling to act as such or if the Calculation Agent fails
duly to establish the Rate of Interest for an Interest Accrual Period or to calculate any Interest Amount,
Instalment Amount, Final Redemption Amount, Early Redemption Amount or Optional Redemption
Amount, as the case may be, or to comply with any other requirement, IBRD shall appoint a leading bank orinvestment banking firm engaged in the interbank market (or, if appropriate, money, swap or over-thecounter index options market) that is most closely connected with the calculation or determination to bemade by the Calculation Agent (acting through its principal London office or any other office actively
involved in such market) to act as such in its place. The Calculation Agent may not resign its duties without
a successor having been appointed as aforesaid.
6.

Redemption, Purchase and Options(a) Final Redemption: Unless previously redeemed, purchased and cancelled as provided below, each
Note shall be finally redeemed on the Maturity Date specified hereon at its Final Redemption Amount(which, unless otherwise provided, is its nominal amount) or, in the case of a Note falling within paragraph(b) below, its final Instalment Amount.
(b) Redemption by Instalments: Unless previously redeemed, purchased and cancelled as provided inthis Condition 6, each Note that provides for Instalment Dates and Instalment Amounts shall be partiallyredeemed on each Instalment Date at the related Instalment Amount specified hereon. The outstanding
nominal amount of each such Note shall be reduced by the Instalment Amount (or, if such Instalment
Amount is calculated by reference to a proportion of the nominal amount of such Note, such proportion) forall purposes with effect from the related Instalment Date, unless payment of the Instalment Amount is
improperly withheld or refused, in which case, such amount shall remain outstanding until the Relevant Date
relating to such Instalment Amount.
(c) Early Redemption Amounts:(i)

Notes Other than Zero Coupon Notes:
The Early Redemption Amount payable in respect of any Note (other than Notes described in(ii) below), upon it becoming due and payable as provided in Condition 9, shall be the Final
Redemption Amount unless otherwise specified hereon.

(ii)

Zero Coupon Notes:(A) The Early Redemption Amount payable in respect of any Zero Coupon Note, upon it
becoming due and payable as provided in Condition 9, shall be the Amortized Face
Amount (calculated as provided below) of such Note unless the Early Redemption
Amount is linked to an index and/or a formula, or unless otherwise specified hereon.
(B) Subject to the provisions of sub-paragraph (C) below, the Amortized Face Amount of
any such Note shall be the scheduled Final Redemption Amount of such Note on the
Maturity Date discounted at a rate per annum (expressed as a percentage) equal to theAmortization Yield (which, if none is specified hereon, shall be such rate as would
produce an Amortized Face Amount equal to the Issue Price of the Notes if they werediscounted back to their Issue Price on the Issue Date) compounded annually.
(C) If the Early Redemption Amount payable in respect of any such Note upon it becoming
due and payable as provided in Condition 9 is not paid when due, the Early Redemption
Amount due and payable in respect of such Note shall be the Amortized Face Amountof such Note as defined in sub-paragraph (B) above, except that such sub-paragraph30

shall have effect as though the date on which the Note becomes due and payable were
the Relevant Date. The calculation of the Amortized Face Amount in accordance withthis sub-paragraph shall continue to be made (both before and, to the extent permitted byapplicable law, after judgment) until the Relevant Date, unless the Relevant Date falls
on or after the Maturity Date, in which case the amount due and payable shall be thescheduled Final Redemption Amount of such Note on the Maturity Date together withany interest that may accrue in accordance with Condition 5(c).
Where such calculation is to be made for a period of less than one year, it shall be madeon the basis of the Day Count Fraction specified hereon.
(d) Redemption at the Option of IBRD: If Call Option is specified hereon, IBRD may, on giving notless than 15 nor more than 30 days’ irrevocable notice to the Noteholders (or such other notice period as may
be specified hereon) redeem all or, if so provided, some, of the Notes on any Optional Redemption Date.
Any such redemption of Notes shall be at their Optional Redemption Amount together with interest accrued
to the Optional Redemption Date. Any such redemption or exercise must relate to Notes of a nominal
amount at least equal to the Minimum Redemption Amount to be redeemed specified hereon and no greaterthan the Maximum Redemption Amount to be redeemed specified hereon.
All Notes in respect of which any such notice is given shall be redeemed on the Optional Redemption
Date specified in such notice in accordance with this Condition.
In the case of a partial redemption of Notes other than Fed Bookentry Notes, the notice to Noteholders
shall also contain the certificate numbers of the Bearer Notes, or in the case of Registered Notes shall specify
the nominal amount of Registered Notes drawn and the holder(s) of such Registered Notes, to be redeemed,
which shall have been drawn in such place and in such manner as may be fair and reasonable in thecircumstances, taking account of prevailing market practices, subject to compliance with any applicable laws
and stock exchange or other relevant authority requirements. So long as the Notes are listed on the
Luxembourg Stock Exchange or any other stock exchange and the rules of that stock exchange so require,
IBRD shall, once in each year in which there has been a partial redemption of the Notes, cause to be
published either on the website of the Luxembourg Stock Exchange (www.bourse.lu) or in a newspaper
having general circulation in Luxembourg or as specified by such other stock exchange a notice specifying
the aggregate nominal amount of Notes outstanding and a list of the Notes drawn for redemption but notsurrendered. In the case of a partial redemption of Fed Bookentry Notes, each such Note will be redeemedin the amount of its pro rata share of the aggregate amount of such partial redemption and thereafter shall betreated as being outstanding as to its unredeemed balance.
(e) Redemption at the Option of Noteholders: If Put Option is specified hereon, IBRD shall, at theoption of the holder of any such Note, upon the holder of such Note giving not less than 15 nor more than
30 days’ notice to IBRD (or such other notice period as may be specified hereon) redeem such Note on the
Optional Redemption Date(s) at its Optional Redemption Amount together with interest accrued to the datefixed for redemption.
In the case of a Note which is not a Fed Bookentry Note, to exercise such option the holder must
deposit (in the case of Bearer Notes) such Note (together with all unmatured Receipts and Coupons andunexchanged Talons) with any Paying Agent or (in the case of Registered Notes) the Certificate representing
such Note(s) with the Registrar or any Transfer Agent at its specified office, together with a duly completed
option exercise notice (“Exercise Notice”) in the form obtainable from any Paying Agent, the Registrar or
any Transfer Agent (as applicable) within the notice period. In the case of a Fed Bookentry Note, if theholder wishes to exercise such option, the holder must give notice thereof to IBRD through the relevant
Holding Institution. No Note or Certificate so deposited and option exercised may be withdrawn (except asprovided in the Fiscal Agency Agreement or the Global Agency Agreement) without the prior consent of
IBRD.
(f) Partly-paid Notes: Partly-paid Notes will be redeemed, whether at maturity, early redemption orotherwise, in accordance with the provisions of this Condition and the provisions specified hereon.

31

(g) Purchases: IBRD may at any time purchase or otherwise acquire Notes in the open market orotherwise. Notes purchased or otherwise acquired by IBRD may be held or resold or, at the discretion of
IBRD, surrendered to the Global Agent for cancellation (together with (in the case of Definitive Bearer
Notes) any unmatured Coupons, unexchanged Talons or Receipts attached thereto or purchased therewith) or(in the case of Fed Bookentry Notes) cancelled. If purchases are made by tender, tenders must be madeavailable to all Noteholders of the same Series alike.
(h) Cancellation: All Notes purchased by or on behalf of IBRD may be cancelled, in the case ofRegistered Notes, by surrendering the Certificate representing such Notes to the Registrar, and in the case of
Bearer Notes, by surrendering each such Note together with all unmatured Receipts and Coupons and all
unexchanged Talons to the Global Agent and, in each case, if so surrendered, shall, together with all Notes
redeemed by IBRD, be cancelled forthwith (together with all unmatured Receipts and Coupons andunexchanged Talons attached thereto or surrendered therewith) and, in the case of Fed Bookentry Notes, bycancellation by IBRD. Any Notes so surrendered for cancellation or cancelled may not be reissued or resold
and the obligations of IBRD in respect of any such Notes shall be discharged.
7.

Payments(a) Registered Notes:(i)Payments of principal (which for the purposes of this Condition 7(a) shall include final
Instalment Amounts but not other Instalment Amounts) in respect of Registered Notes shallbe made against surrender of the relevant Certificates at the specified office of any of theTransfer Agents or of the Registrar and in the same manner provided in paragraph (ii) below.

(ii)Interest (which for the purpose of this Condition 7(a) shall include all Instalment Amounts
other than final Instalment Amounts) on Registered Notes shall be paid to the person shownon the Register at the close of business on the fifteenth day before the due date for payment
thereof (the “Record Date”). Payments of interest on each Registered Note shall be made in
the relevant currency by check drawn on a Financial Institution and mailed to the holder (orto the first-named of joint holders) of such Note at its address appearing in the Register. Upon
application by the holder to the specified office of the Registrar or any Transfer Agent before
the Record Date, such payment of interest may be made by transfer to an account in therelevant currency maintained by the payee with a Financial Institution. “Financial Institution”
means a bank in the principal financial centre for such currency or, in the case of euro, in acity in which banks have access to the TARGET System.

(iii)

Registered Notes held through The Depository Trust Company (“DTC”) will be paid asfollows:(A) if the Specified Currenc(y/ies) for payment is(are) U.S. dollars, payments of principal,
premium (if any), and/or interest will be made in accordance with Conditions 7(a)(i) and(ii).
(B) if the Specified Currenc(y/ies) for payment is(are) a currency other than U.S. dollars,
payments of principal and interest will be made by the Global Agent in the relevant
currency to the Exchange Agent who will make payments in such currency by wiretransfer of same day funds to the designated account in such currency of DTC
participants entitled to receive the relevant payment who have made an irrevocable
election prior to 5:00 p.m. New York City time on the third day on which banks areopen for business in New York City (a “DTC Business Day”) following the applicable
Record Date in the case of interest and the twelfth calendar day prior to the payment
date for the payment of principal to receive that payment in such currency. In the case of
DTC participants entitled to receive the relevant payments but who have not elected toreceive payments in such currency, the Exchange Agent, after converting amounts insuch currency into U.S. dollars as necessary to make payments in U.S. dollars, will
deliver U.S. dollar amounts in same day funds to DTC for payment through its

32

settlement system to such DTC participants. The Global Agency Agreement sets out themanner in which such conversions or such elections are to be made.
(iv)

Noteholders will not be entitled to any interest or other payment for any postponed payment
resulting from the application of Condition 7(i), if the Noteholder is late in surrendering its
Certificate (if required to do so), or if its Certificate cannot be surrendered to a Transfer
Agent that is open for business on the day of such surrender or if a check mailed inaccordance with this Condition 7(a) arrives after the due date for payment.

(b) Fed Bookentry Notes:(i)Payments of principal and interest on the Notes will be payable at a designated office oragency of IBRD in New York City in U.S. dollars to the holder on the Fed Bookentry Record
Date (as defined below), provided that, at IBRD’s option, principal and interest in respect of
Fed Bookentry Notes may be paid by credit to a Federal Reserve Bank or branch account of
Holding Institutions holding such Fed Bookentry Notes. The Federal Reserve Bank of New
York, 33 Liberty Street, New York, New York 10045, will act as the Fiscal Agent for theNotes pursuant to the Fiscal Agency Agreement. The “Fed Bookentry Record Date” for the
purpose of payment of interest or principal on the Fed Bookentry Notes shall be as of theclose of business at the Fiscal Agent on the day preceding the due date for payment thereof.
If any such day is not a day on which the Fiscal Agent is open for business, the Fed
Bookentry Record Date shall be the next preceding day on which the Fiscal Agent is open forbusiness.

(ii)

Noteholders will not be entitled to any interest or other payment for any delay after the due
date if any date for payment is not a day on which the Fiscal Agent is open for business, andthe Noteholder will not be entitled to payment until the next following day on which the
Fiscal Agent is open for business.

(c) Bearer Notes:(i)Payments of principal and interest in respect of Bearer Notes shall, subject as mentioned
below, be made against presentation and surrender of the relevant Receipts (in the case of
payments of Instalment Amounts other than on the due date for redemption and provided that
the Receipt is presented for payment together with its relative Note), Notes (in the case of allother payments of principal and, in the case of interest, as specified in Condition 7(f)(vi)) or
Coupons (in the case of interest, except as specified in Condition 7(f)(vi)), as the case may
be, at the specified office of any Paying Agent outside the United States by a check payablein the relevant currency drawn on, or, at the option of the holder, by transfer to an accountdenominated in such currency with, a Financial Institution.

(ii)

Notwithstanding the foregoing, if the Specified Currency of any Bearer Notes or payments
thereunder are otherwise to be made in U.S. dollars, payments in respect thereof may bemade at the specified office of any Paying Agent in New York City in the same manner as
aforesaid if (A) IBRD shall have appointed Paying Agents with specified offices outside theUnited States with the reasonable expectation that such Paying Agents would be able to makepayment of the amounts on the Notes in the manner provided above when due, (B) payment
in full of such amounts at all such offices is illegal or effectively precluded by exchange
controls or other similar restrictions on payment or receipt of such amounts, and (C) suchpayment is then permitted by United States law.

(iii)

Payments of principal, premium (if any) and interest in respect of Bearer Notes represented
by a Global Note in CGN (as defined in the Global Agency Agreement) form will (subject asprovided below) be made in the manner specified above in relation to Definitive Bearer
Notes and otherwise in the manner specified in the relevant Global Note against presentationor surrender, as the case may be, of such Global Note at the specified office of any Paying
Agent. A record of which payment made against presentation or surrender of such Global
Note in CGN form, distinguishing between any payment of principal and any payment of33

interest, will be made on such Global Note by such Paying Agent and such record shall be
prima facie evidence that the payment in question has been made. If the Global Note is in
NGN (as defined in the Global Agency Agreement) form, IBRD shall procure that details ofeach such payment shall be entered pro rata in the records of the relevant clearing system andin the case of payments of principal, the nominal amount of the Notes recorded in the recordsof the relevant clearing system and represented by the Global Note will be reduced
accordingly. Payments under the Global Note in NGN form will be made to its holder. Eachpayment so made will discharge IBRD’s obligations in respect thereof. Any failure to makethe entries in the records of the relevant clearing system shall not affect such discharge.
(d) Payments Subject to Law: All payments are subject in all cases to any applicable fiscal or otherlaws, regulations and directives. No commission or expenses shall be charged to the Noteholders or
Couponholders in respect of such payments.
(e) Appointment of Agents: The Fiscal Agent, the Global Agent, the Paying Agent, the Registrar, theTransfer Agent and the Calculation Agent initially appointed by IBRD and their respective specified offices
are listed below. The Fiscal Agent, the Global Agent, the Paying Agents, the Registrar, Transfer Agents andthe Calculation Agent(s) act solely as agents of IBRD and do not assume any obligation or relationship ofagency or trust for or with any Noteholder or Couponholder. IBRD reserves the right at any time to vary or
terminate the appointment of the Fiscal Agent, the Global Agent, any other Paying Agent, the Registrar, any
Transfer Agent, any Calculation Agent or any other agent and to appoint a substitute Fiscal Agent or Global
Agent and/or additional or other Paying Agents, Registrars, Transfer Agents, Calculation Agents or any
other agent provided that IBRD shall at all times maintain (i) a Fiscal Agent with respect to Fed Bookentry
Notes, (ii) a Global Agent with respect to Bearer Notes and Registered Notes, (iii) for Registered Notes, a
Registrar and one or more Transfer Agents, at least one of which has its specified office in a major European
city, (iv) for Bearer Notes, at least one Paying Agent in a major European city, (v) one or more Calculation
Agent(s) if specified hereon, and (vi) a Paying Agent in such city as may be required by any stock exchange
on which the Notes may be listed, which shall, in the case of Notes listed on the Luxembourg Stock
Exchange and in the relevant circumstances in which a Paying Agent is required to be appointed, be
Luxembourg. Any such variation, termination or change shall only take effect (other than in the case ofinsolvency, when it shall be of immediate effect) after not less than 30 days’ prior notice thereof shall havebeen given to the Noteholders in accordance with Condition 12 and provided further that neither the
resignation nor removal of any Agent shall take effect, except in the case of insolvency as aforesaid, until a
new Agent replacing such Agent has been appointed.
In addition, IBRD shall appoint a Paying Agent in New York City in respect of any Bearer Notes theSpecified Currency of which is U.S. dollars or payments in respect of which are otherwise to be made in
U.S. dollars in the circumstances described in Condition 7(c)(ii).
Notice of any such change or any change of any specified office shall promptly be given to the
Noteholders in accordance with Condition 12.
(f)

Unmatured Coupons and Receipts and Unexchanged Talons:(i)

Upon the due date for redemption of Bearer Notes which comprise Fixed Rate Notes (otherthan Dual Currency Notes or Index Linked Notes), they should be surrendered for payment
together with all unmatured Coupons (if any) relating thereto, failing which an amount equal
to the face value of each missing unmatured Coupon (or, in the case of payment not being
made in full, that proportion of the amount of such missing unmatured Coupon that the sumof principal so paid bears to the total principal due) shall be deducted from the Final
Redemption Amount, Early Redemption Amount or Optional Redemption Amount, as thecase may be, due for payment. Any amount so deducted shall be paid in the manner
mentioned above against surrender of such missing Coupon within a period of 10 years fromthe Relevant Date for the payment of such principal (whether or not such Coupon has become
void pursuant to Condition 8).

34

(ii)

Upon the due date for redemption of any Bearer Note comprising a Floating Rate Note, Dual
Currency Note or Index Linked Note, any unmatured Coupon relating to such Note (whether
or not attached) shall become void and no payment shall be made in respect of such Coupon.

(iii)

Upon the due date for redemption of any Bearer Note, any unexchanged Talon relating tosuch Note (whether or not attached) shall become void and no Coupon shall be delivered in
respect of such Talon.

(iv)

Upon the due date for redemption of any Bearer Note that is redeemable in instalments, any
Receipt relating to such Note having an Instalment Date falling on or after such due date
(whether or not attached) shall become void and no payment shall be made in respect of such
Receipt.

(v)

Where any Bearer Note that provides that the relative unmatured Coupons are to become
void upon the due date for redemption of those Notes is presented for redemption without all
unmatured Coupons, and where any Bearer Note is presented for redemption without any
unexchanged Talon relating to it, redemption shall be made only against the provision of suchindemnity as IBRD may require.

(vi)

If the due date for redemption of any Note is not a due date for payment of interest, interest
accrued from the preceding due date for payment of interest or the Interest Commencement
Date, as the case may be, shall only be payable against presentation (and surrender if
appropriate) of the relevant Bearer Note or Certificate representing it, as the case may be.
Interest accrued on a Note that only bears interest after its Maturity Date shall be payable on
redemption of such Note against presentation of the relevant Note or Certificate representing
it, as the case may be.

(g) Talons: On or after the Interest Payment Date for the final Coupon forming part of a Coupon sheet
issued in respect of any Bearer Note, the Talon forming part of such Coupon sheet may be surrendered at the
specified office of the Global Agent in exchange for a further Coupon sheet (and if necessary another Talon
for a further Coupon sheet) (but excluding any Coupons that may have become void pursuant to
Condition 8).
(h) Non-Business Days: If any date for payment in respect of any Note, Receipt or Coupon is not abusiness day, the holder shall not be entitled to payment until the next following business day nor to any
interest or other sum in respect of such postponed payment. In this paragraph, “business day” means a day(other than a Saturday or a Sunday) on which banks and foreign exchange markets are open for business in
the relevant place of presentation, in such jurisdictions as shall be specified as “Financial Centres” hereon
and:
(i)

(in the case of a payment in a currency other than euro) where payment is to be made bytransfer to an account maintained with a bank in the relevant currency, on which foreignexchange transactions may be carried on in the relevant currency in the principal financial
centre of the country of such currency or(ii)(in the case of a payment in euro) which is a TARGET Business Day.

(i) Currency of Payment: If any payment in respect of this Note is payable in a Specified Currency
other than U.S. dollars that is no longer used by the government of the country issuing such currency for thepayment of public and private debts or used for settlement of transactions by public institutions in suchcountry or within the international banking community, or in a Specified Currency that is not expected to beavailable, when any payment on this Note is due as a result of circumstances beyond the control of IBRD,
IBRD shall be entitled to satisfy its obligations in respect of such payment by making such payment in U.S.
dollars on the basis of the noon buying rate in U.S. dollars in the City of New York for wire transfers forsuch Specified Currency as published by the Federal Reserve Bank of New York on the second BusinessDay prior to such payment or, if such rate is not available on such second Business Day, on the basis of therate most recently available prior to such second Business Day. Any payment made under suchcircumstances in such other currency or U.S. dollars, will constitute valid payment, and will not constitute a35

default in respect of this Note. For the purpose of this Condition 7(i), “Business Day” means a day on which
the Federal Reserve Bank of New York is open for business in New York City.
8. Prescription
Other than for Notes, Receipts and Coupons governed by the laws of the State of New York, claims
against IBRD for payment in respect of the Notes, Receipts and Coupons (which for this purpose shall notinclude Talons) shall be prescribed and become void unless made within ten years (in the case of principal)
or five years (in the case of interest) from the appropriate Relevant Date in respect thereof. As used in these
Conditions, “Relevant Date” in respect of any Note, Receipt or Coupon means the date on which payment inrespect of it first becomes due or (if any amount of the money payable is improperly withheld or refused) thedate on which payment in full of the amount outstanding is made or (if earlier) the date seven days after thaton which notice is duly given to the Noteholders that, upon further presentation of the Note (or surrender ofthe relative Certificate), Receipt or Coupon being made in accordance with the Conditions, such payment
will be made, provided that payment is in fact made upon such presentation or surrender. References in these
Conditions to (i) “principal” shall be deemed to include any premium payable in respect of the Notes, all
Instalment Amounts, Final Redemption Amounts, Early Redemption Amounts, Optional Redemption
Amounts, Amortized Face Amounts and all other amounts in the nature of principal payable pursuant to
Condition 6 or any amendment or supplement to it and (ii) “interest” shall be deemed to include all Interest
Amounts and all other amounts payable pursuant to Condition 5 or any amendment or supplement to it.
9.

Default

If IBRD shall default in the payment of the principal of, or interest on, or in the performance of any
covenant in respect of a purchase fund or sinking fund in, any bonds, notes (including the Notes), or similar
obligations which have been issued, assumed or guaranteed by IBRD, and such default shall continue for aperiod of 90 days, then at any time thereafter and during the continuance of such default any Noteholder may
deliver or cause to be delivered to IBRD at its principal office in Washington, District of Columbia, UnitedStates of America, written notice that such Noteholder elects to declare all Notes held by it (the serial orother identifying numbers and denominations of which shall be set forth in such notice) to be due andpayable, and on the thirtieth day after such notice shall be so delivered to IBRD the Notes shall become dueand payable at their Early Redemption Amount specified on such Notes plus accrued interest calculated inaccordance with Condition 5, unless prior to that time all such defaults previously existing shall have been
cured.
10. Replacement of Notes, Certificates, Receipts, Coupons and Talons
If a Note, Certificate, Receipt, Coupon or Talon is lost, stolen, mutilated, defaced or destroyed, it may
be replaced, subject to applicable laws and regulations, and the rules and regulations of relevant stock
exchanges and clearing systems, at the specified office of the Global Agent in London (in the case of Bearer
Notes, Receipts, Coupons or Talons), and of the Transfer Agent in London (in the case of Certificates), orsuch other Paying Agent or Transfer Agent, as the case may be, as may from time to time be designated by
IBRD for the purpose and notice of whose designation is given to Noteholders, in each case on payment by
the claimant of the fees and costs incurred in connection therewith and on such terms as to evidence, security
and indemnity (which may provide, inter alia, that if the allegedly lost, stolen or destroyed Note, Certificate,
Receipt, Coupon or Talon is subsequently presented for payment or, as the case may be, for exchange forfurther Coupons, there shall be paid to IBRD on demand the amount payable by IBRD in respect of such
Notes, Certificates, Receipts, Coupons or further Coupons) and otherwise as IBRD may require. Mutilated or
defaced Notes, Certificates, Receipts, Coupons or Talons must be surrendered before replacements will be
issued.

36

11. Further Issues
IBRD may from time to time without the consent of the Noteholders create and issue further notes
either having the same terms and conditions as the Notes in all respects (or in all respects except for the issue
date and the first payment of interest thereon) and so that such further issue shall be consolidated and form asingle series with the outstanding securities of any series (including the Notes) or upon such terms as IBRD
may determine at the time of their issue. References in these Conditions to the Notes include (unless thecontext requires otherwise) any other securities issued pursuant to this Condition and forming a further
Tranche of Notes of the same Series as the Notes.
12. Notices(a) Notices to Holders of Registered Notes: Notices to holders of Registered Notes will be mailed tothem at their respective addresses in the Register. Any such notice shall be deemed to have been validly
given to the holders of such Registered Notes on the fourth weekday (being a day other than a Saturday or a
Sunday) after the date of such mailing.
(b) Notices to Holders of Bearer Notes: Unless otherwise specified hereon, notices to the holders of
Bearer Notes shall be valid if published in a daily newspaper having general circulation in London (which is
expected to be the Financial Times) or Luxembourg (which is expected to be the Luxemburger Wort) or if
published on the Luxembourg Stock Exchange’s Website (www.bourse.lu). Any such notice shall be deemed
to have been validly given on the date of such publication. Notices will, if published more than once or on
different dates, be deemed to have been given on the date of the first publication in such source as provided
above. Holders of Coupons, Receipts and Talons shall be deemed for all purposes to have notice of thecontents of any notice given to the holders of Bearer Notes in accordance with this Condition 12.
(c) Delivery to Clearing System: Until such time as any definitive Notes are issued, there may, solong as all the Notes or certificate(s) representing the Notes is or are held in its or their entirety on behalf of
DTC or Euroclear and Clearstream, Luxembourg or any other applicable clearing system, be substituted, in
relation only to the relevant Series of Notes, for such notification as set out in (a) and (b) above, the deliveryof the relevant notice to DTC or to Euroclear and Clearstream, Luxembourg or to any other applicable
clearing system for communication by them to the holders of the Notes. Any such notice shall be deemed tohave been given to the Noteholders on the day (or such other period thereafter as may be specified hereon)on which such notice was given to DTC or to Euroclear and Clearstream, Luxembourg or to any otherapplicable clearing system.
(d) Listing Requirements: In addition to (a), (b) and (c) above, if and for so long as any Notes arelisted on a stock exchange, all notices to Noteholders will be published in accordance with the rules of suchstock exchange. If such Notes are listed on the Luxembourg Stock Exchange, such notices shall be publishedeither on the website of the Luxembourg Stock Exchange (www.bourse.lu) or in a newspaper having generalcirculation in Luxembourg (which is expected to be the Luxemburger Wort).
(e) Notices via Agents: Except as set out in Condition 9, notices to be given by any holder of theNotes (other than Fed Bookentry Notes) shall be in writing and given by lodging the same, together with therelative Note or Certificate, with the Global Agent or the Fiscal Agent, as the case may be. In the case of
Bearer Notes, so long as any of such Notes are represented by a Global Note, such notice may be given by
any holder of a Note to the Global Agent via Euroclear and/or Clearstream, Luxembourg, as the case may be,in such manner as the Global Agent and Euroclear and/or Clearstream, Luxembourg, as the case may be,
may approve for this purpose.
13. Contracts (Rights of Third Parties) Act 1999
In respect of any Notes, Receipts and Coupons governed by English law, unless specified otherwise in
the Notes, no person shall have any right to enforce any term or condition of the Notes under the Contracts(Rights of Third Parties) Act 1999.

37

14. Governing Law, Jurisdiction and Service of Process(a) Governing Law: The Notes, the Receipts, the Coupons and the Talons are governed by, and shallbe construed in accordance with, the laws of the State of New York or English law, or such other governinglaw, as specified hereon. The governing law of Partly-paid Notes shall not be the laws of the State of New
York.
(b) Jurisdiction: With respect to any legal action or proceedings (“Proceedings”) in the courts ofEngland arising out of or in connection with any Notes, Receipts, Coupons or Talons, IBRD irrevocably
submits to the non-exclusive jurisdiction of the courts of England.
(c) Service of Process: IBRD irrevocably appoints its special representative at Millbank Tower, 12th
Floor, 21-24 Millbank, London SW1P 4QP, England as its agent in England to receive, for it and on its
behalf, service of process in any Proceedings in England. If IBRD no longer maintains a special
representative in England or if for any reason such process agent ceases to be able to act as such or no longer
has an address in London, IBRD irrevocably agrees to appoint a substitute process agent and shallimmediately notify Noteholders of such appointment in accordance with Condition 12. Nothing shall affectthe right to serve process in any manner permitted by law.

38

FORM OF NOTES AND SUMMARY OF PROVISIONSRELATING TO THE NOTES WHILE IN GLOBAL FORM
Words and expressions defined or used in “Terms and Conditions of the Notes” shall have the same
meaning in this section.
IBRD and the relevant Dealer(s) shall agree on the form of Notes to be issued in respect of any issue ofNotes. The form may be either registered, bookentry (for Notes denominated and payable in U.S. dollars to
be cleared and settled through the Federal Reserve Banks) or bearer and will be specified in the applicable
Final Terms. Notes payable in certain Specified Currencies may only be issued in global form.
Registered Notes
Each Series of Registered Notes sold in primary distribution entirely to investors in the United States
may, unless otherwise specified in the applicable Final Terms, initially be represented by a single Certificate
in registered global form (a “Global Certificate”) deposited on its Issue Date with Citibank, N.A., London
Branch (the “Custodian”) as custodian for, and registered in the name of a nominee of, DTC (a “DTC Global
Certificate”).
Each Series of Registered Notes sold in primary distribution entirely to investors outside the UnitedStates may, unless otherwise specified in the applicable Final Terms, initially be represented by one or more
Global Certificates deposited on its or their Issue Date with, and registered in the name of a nominee of, theCustodian as depositary for whichever clearing system(s) is agreed between IBRD and the relevant Dealer(s)and is specified in the applicable Final Terms.
Each Series of Registered Notes sold in primary distribution both within the United States and outside
the United States may, unless otherwise specified in the applicable Final Terms, initially be represented by
one or more Global Certificates. A DTC Global Certificate in respect of Notes sold within the United Statesor Notes sold both within the United States and outside the United States may be deposited on its Issue Datewith the Custodian as custodian for, and registered in the name of a nominee of, DTC. The same or one ormore other Global Certificates in respect of Notes sold outside the United States may be deposited on its ortheir Issue Date with the Custodian as depositary for, and registered in the name of a nominee of, DTC or
with, and registered in the name of a nominee of, the Custodian as depositary for the relevant clearing
system(s) agreed between IBRD and the relevant Dealer(s) and specified in the applicable Final Terms. Oneor more Global Certificates in respect of Notes sold both within the United States and outside the UnitedStates may be deposited on its or their Issue Date with, and registered in the name of a nominee of, theCustodian as depositary for Euroclear or Clearstream, Luxembourg or the relevant clearing system(s) agreed
between IBRD and the relevant Dealer(s) and specified in the applicable Final Terms.
Registered Notes may, if so specified in the applicable Final Terms, initially be issued in definitive
registered form represented by Certificates registered in the names of the beneficial owners thereof.
Otherwise, Certificates registered in the names of beneficial owners will only be available (i) in the case ofNotes initially issued as Bearer Notes, as described under “Bearer Notes” below; or (ii) in the case ofRegistered Notes initially represented by Global Certificates (other than Notes in certain Specified
Currencies), in certain circumstances described below. Certificates to be issued at the request of a beneficial
owner in respect of such owner’s Notes will be issued at the expense of such owner.
Unless otherwise specified in the applicable Final Terms, interests in a Global Certificate will be
exchangeable for Registered Notes represented by Certificates registered in the names of the beneficial
owners thereof only if such exchange is permitted by applicable law and (i) in the case of a DTC Global
Certificate, DTC notifies IBRD that it is no longer willing or able to discharge properly its responsibilities asdepositary with respect to the DTC Global Certificate, or ceases to be a “clearing agency” registered under
the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), or is at any time no longer
eligible to act as such and IBRD is unable to locate a qualified successor within 90 days of receiving noticeof such ineligibility on the part of DTC; or (ii) in the case of any other Global Certificate, if the clearing
system(s) through which it is cleared and settled is closed for business for a continuous period of 14 days39

(other than by reason of holidays, statutory or otherwise) or announces an intention permanently to ceasebusiness or does in fact do so; or (iii) if principal in respect of any Note is not paid when due, by the
Noteholder giving notice to the Global Agent of its election for such exchange. In such circumstances, IBRD
will cause sufficient Certificates to be executed and delivered as soon as practicable (and in any event within
45 days of the occurrence of such circumstances) to the Registrar for completion, authentication and delivery
to the relevant Noteholder(s). A person having an interest in a Global Certificate must provide the Registrar
with a written order containing instructions and such other information as IBRD and the Registrar may
require to complete, execute and deliver such Certificates. Registered Notes shall not be exchangeable for
Bearer Notes.
If so specified in the applicable Final Terms, interests in a Global Certificate may be exchanged for, ortransferred to transferees who wish to take delivery thereof in the form of, interests in a DTC Global
Certificate, and interests in a DTC Global Certificate may be exchanged for, or transferred to transferees
who wish to take delivery thereof in the form of, interests in a Global Certificate. Any such exchange ortransfer shall be made in accordance with the rules and operating procedures of DTC, Euroclear, andClearstream, Luxembourg, and in compliance with the provisions of Clauses 5 and 7 of the Global Agency
Agreement.
DTC has advised IBRD that it will take any action permitted to be taken by a holder of Registered
Notes (including, without limitation, the presentation of DTC Global Certificates for exchange as describedabove) only at the direction of one or more participants in whose account with DTC interests in DTC Global
Certificates are credited and only in respect of such portion of the aggregate nominal amount of the relevant
DTC Global Certificates as to which such participant or participants has or have given such direction.
However, in the circumstances described above, DTC will surrender the relevant DTC Global Certificates inexchange for Certificates registered in the name(s) of beneficial owners of Registered Notes.
Except as described above, so long as a DTC Global Certificate is deposited with DTC or its custodian,Certificates registered in the name(s) of beneficial owners of Registered Notes will not be eligible forclearing or settlement through DTC or any other clearing system.
Fed Bookentry Notes
On initial issue, all Notes denominated and payable in U.S. dollars which will be cleared and settled
through the Federal Reserve Banks will be issued in uncertificated bookentry form only through the Federal
Reserve Bank of New York and held by Holding Institutions designated by the relevant Dealer(s). Afterinitial issue, all Fed Bookentry Notes will continue to be held by such Holding Institutions unless an investor
arranges for the transfer of its Fed Bookentry Notes to another Holding Institution.
Bearer Notes
Except as provided below, each Tranche of Bearer Notes with a maturity at issue of more than one year
will initially be represented by a Temporary Global Note without Coupons, which (i) in the case of Bearer
Notes in NGN form, will be delivered to the Common Safekeeper for Euroclear and Clearstream,
Luxembourg on or prior to the relevant Issue Date or (ii) in the case of Bearer Notes in CGN form, will bedeposited with a common depositary on behalf of Euroclear and Clearstream, Luxembourg on the relevant
Issue Date. Interests in a Temporary Global Note will be exchangeable in whole or in part for interests in a
Permanent Global Note without Coupons or, if and to the extent specified in the applicable Final Terms, for
Bearer Notes in definitive form, for interests in a Global Certificate or for Certificates registered in thename(s) of beneficial owners of Registered Notes. Bearer Notes may be exchanged for Registered Notes if
and to the extent specified in the applicable Final Terms. If so provided in the applicable Final Terms,
Definitive Bearer Notes will be issued to a holder upon request in exchange for such holder’s interest in the
Permanent Global Notes at the expense of such holder. Bearer Notes that are issued as part of a targeted
bearer issuance will initially be represented by a Permanent Global Note or, if specified in the applicable
Final Terms, Definitive Bearer Notes.

40Initial Issue of Notes
If the Global Notes are stated in the applicable Final Terms to be issued in NGN form, they areintended to be eligible collateral for Eurosystem monetary policy and the Global Notes will be delivered onor prior to the original issue date of the Tranche to a Common Safekeeper. Depositing the Global Notes with
the Common Safekeeper does not necessarily mean that the Notes will be recognized as eligible collateralfor Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue, or at
any or all times during which the Notes are outstanding. Such recognition will depend upon satisfaction of
the Eurosystem eligibility criteria.
Global Notes which are issued in CGN form and Certificates may be delivered on or prior to theoriginal Issue Date of the Tranche to a Common Depositary.
If the Global Note is in CGN form upon the initial deposit of a Global Note with a common depositaryfor Euroclear and Clearstream, Luxembourg (the “Common Depositary”) or registration of Registered Notes
in the name of any nominee for Euroclear and Clearstream, Luxembourg and delivery of the relative Global
Certificate to the Common Depositary, Euroclear or Clearstream, Luxembourg will credit each subscriber
with a nominal amount of Notes equal to the nominal amount thereof for which it has subscribed and paid. If
the Global Note is in NGN form, the nominal amount of the Notes shall be the aggregate amount from time
to time entered in the records of Euroclear or Clearstream, Luxembourg. The records of such clearing systemshall be conclusive evidence of the nominal amount of Notes represented by the Global Note and a statement
issued by such clearing system at any time shall be conclusive evidence of the records of the relevant
clearing system at that time.
Notes that are initially deposited with the Common Depositary may also be credited to the accounts ofsubscribers with (if indicated in the applicable Final Terms) other clearing systems through direct or indirect
accounts with Euroclear and Clearstream, Luxembourg held by such other clearing systems. Conversely,
Notes that are initially deposited with any other clearing system may similarly be credited to the accounts ofsubscribers with Euroclear, Clearstream, Luxembourg or other clearing systems.
Summary of Provisions relating to Bearer Notes while in Global Form
Each Temporary Global Note and each Permanent Global Note will contain provisions which apply to
the Bearer Notes while they are in global form, some of which supplement the Conditions of the Notes set
out in this Prospectus. The following is a summary of certain of those provisions:Exchange A Temporary Global Note is exchangeable in whole or in part (free of charge to the holder)
either (i) after a period of not less than 40 days from the Issue Date, for either interests in a Permanent
Global Note representing Bearer Notes (if the Global Note is in CGN form, or if the Global Note is in NGN
form, IBRD will procure that details of such exchange be entered pro rata in the records of the relevant
clearing system) or, if and to the extent specified in the applicable Final Terms, Definitive Bearer Notes, ineach case upon certification as to non-U.S. beneficial ownership by the relevant clearing system in the form
set out in the Global Agency Agreement; or (ii) in certain circumstances, if the applicable Final Terms so
provides, for interests in a Global Certificate or for Certificates registered in the names of beneficial ownersof Registered Notes. If one or more Temporary Global Notes are exchanged for Definitive Bearer Notes
under (i) above, such Definitive Bearer Notes shall be issued in Specified Denominations of the minimumSpecified Denomination only.
A Permanent Global Note (other than for Notes denominated in certain Specified Currencies) is
exchangeable in whole (free of charge to the holder) for Definitive Bearer Notes if the Permanent Global
Note is held on behalf of a clearing system and such clearing system is closed for business for a continuous
period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention
permanently to cease business or does in fact do so, by such holder giving notice to the Global Agent. A
Permanent Global Note is also exchangeable in whole or in part (free of charge to the holder) for interests in
a Global Certificate or for Certificates registered in the name(s) of the beneficial owners on or after the
Exchange Date (as defined below), if and to the extent specified in the applicable Final Terms. On or after
any Exchange Date, the holder of a Permanent Global Note may surrender the Permanent Global Note to or41

to the order of the Global Agent. In exchange for the Permanent Global Note, IBRD will deliver, or cause
the delivery of, an equal aggregate nominal amount of duly executed and authenticated Definitive Bearer
Notes (having attached to them all Coupons and Talons in respect of interest which has not already been paidon the Permanent Global Note and security-printed in accordance with any applicable legal and stock
exchange requirements), Global Certificate(s) or Certificates registered in the names of the beneficial ownersof Registered Note(s), as the case may be, each in or substantially in the form attached to the Global Agency
Agreement. On exchange in full of the Permanent Global Note, IBRD will, if the holder so requests, ensurethat it is cancelled and returned to the holder.
“Exchange Date” means a day falling, in the case of exchange of a Temporary Global Note for a
Permanent Global Note or Definitive Bearer Notes, not less than 40 days from the Issue Date, and, in thecase of exchange of any Global Note, Definitive Bearer Notes or Global Certificates for Certificatesregistered in the names of the beneficial owners of Registered Notes or interests in a Global Certificate, notless than five days after the day on which the notice requiring exchange is given and on which banks areopen for business in the city in which the specified office of the Global Agent is located and, if applicable, inthe cities in which the relevant clearing systems are located.
Payments Prior to the Exchange Date, payments on a Temporary Global Note will be made only
against certification of non-U.S. beneficial ownership by the relevant clearing system. On or after the
Exchange Date, no payments will be made on the Temporary Global Note unless exchange for interests in a
Permanent Global Note (or, if specified in the applicable Final Terms, for Definitive Bearer Notes, or forindividual Certificates) is improperly withheld or refused. Payments under the Permanent Global Note in
CGN form will be made to its holder against presentation for endorsement and, if no further payment is to be
made, surrender of the Permanent Global Note to or to the order of the Global Agent or such other Paying
Agent as shall have been provided in a notice to the Noteholders for such purpose. If the Permanent Global
Note is in CGN form, a record of each payment so made will be endorsed in the appropriate schedule to thePermanent Global Note, which endorsement will be prima facie evidence that such payment has been made.
If the Permanent Global Note is in NGN form, IBRD shall procure that details of each such payment shall beentered pro rata in the records of the relevant clearing system and in the case of payments of principal, thenominal amount of the Notes recorded in the records of the relevant clearing system and represented by thePermanent Global Note will be reduced accordingly. Payments under the Permanent Global Note in NGN
form will be made to its holder. Each payment so made will discharge IBRD’s obligations in respect thereof.
Any failure to make the entries in the records of the relevant clearing system shall not affect such discharge.
Notices So long as Bearer Notes are represented by a Permanent Global Note and the Permanent
Global Note is held on behalf of a clearing system, notices to Noteholders may be given by delivery of therelevant notice to that clearing system for communication by it to entitled accountholders, except that if andso long as a Series of Bearer Notes is listed on the Luxembourg Stock Exchange and the rules of thatexchange so require, notices shall also be published either on the website of the Luxembourg Stock
Exchange (www.bourse.lu) or in a leading newspaper having general circulation in Luxembourg (which is
expected to be the Luxemburger Wort).
Prescription Other than for Notes governed by the laws of the State of New York, claims against IBRD
for principal and interest in respect of a Permanent Global Note will become prescribed unless thePermanent Global Note is presented for payment within the number of years from the appropriate Relevant
Date (as described in Condition 8) as specified in the applicable Final Terms.
Purchase and cancellation Cancellation of any Bearer Note which IBRD elects to be cancelled
following its purchase will be effected by reduction in the nominal amount of the Permanent Global Note.
Default The holder of a Permanent Global Note may cause the Permanent Global Note or a portion of
it to become due and repayable in circumstances described in Condition 9 by stating in the notice to IBRD
the nominal amount of Notes which is being declared due and repayable. Following the giving of notice ofan event of default, the holder of a Permanent Global Note which is governed by English law and executed
as a deed poll may elect that the Permanent Global Note becomes void as to a specified portion and that thepersons entitled to such portion as accountholders with a clearing system acquire direct enforcement rights
against IBRD under the Deed of Covenant.
42

Redemption at the option of IBRD No drawing of Notes will be required under Condition 6(d) in theevent that IBRD exercises its call option set forth in that Condition while an issue of Bearer Notes isrepresented by a Permanent Global Note in respect of less than the aggregate nominal amount of such Bearer
Notes then outstanding. In these circumstances, the relevant clearing systems will allocate the redemption of
Bearer Notes as between holders.
Redemption at the option of a Noteholder Any Noteholder’s option set out in Condition 6(e) to require
IBRD to redeem Notes may be exercised by the holder of a Permanent Global Note giving notice to the
Global Agent of the nominal amount of Bearer Notes in respect of which the option is exercised and, where
the Permanent Global Note is in CGN form, presenting the Permanent Global Note for endorsement of
exercise within the time limits specified in Condition 6(e). Where the Permanent Global Note is in NGN
form, IBRD shall procure that details of such exercise shall be entered pro rata in the records of the relevant
clearing system and the nominal amount of the Notes recorded in those records will be reduced accordingly.
NGN nominal amount Where the Permanent Global Note is in NGN form, IBRD shall procure that any
exchange, payment, cancellation, exercise of any option or any right under the Notes, as the case may be, in
addition to the circumstances set out above shall be entered in the records of the relevant clearing systems
and upon any such entry being made, in respect of payments of principal, the nominal amount of the Notes
represented by such Global Note shall be adjusted accordingly.
Partly-paid Notes
The provisions relating to partly-paid Notes (“Partly-paid Notes”) are not set out in this Prospectus, butwill be contained in the applicable Final Terms and thereby in the Global Notes. Partly-paid Notes governedby the laws of the State of New York will not be issued. While any instalments of the subscription moneys
due from the holder of Partly-paid Notes are overdue, no interest in a Global Note representing such Notes
may be exchanged for an interest in a Permanent Global Note or for Definitive Bearer Notes (as the casemay be). If any Noteholder fails to pay any instalment due on any Partly-paid Notes within the time
specified, IBRD may forfeit such Notes and shall have no further obligation to their holder in respect of
them.

43

CLEARANCE AND SETTLEMENT
Introduction
The Facility has been designed so that Notes may be held through one or more international anddomestic clearing systems, principally, the bookentry systems operated by the Federal Reserve and by DTC
in the United States, and by Euroclear and Clearstream, Luxembourg in Europe. Electronic securities andpayment transfer, processing, depositary and custodial links have been established among these systems andothers, either directly or indirectly through custodians and depositaries, which enable Notes to be issued,
held and transferred among the clearing systems across these links. Special procedures have been establishedamong the Global Agent and these clearing systems to facilitate clearance and settlement of certain Notes
traded across borders in the secondary market. Cross-market transfers of Notes denominated in certain
currencies and issued in global form (as described below) may be cleared and settled using these procedures
on a delivery against payment basis. Cross-market transfers of Notes in other than global form may becleared and settled in accordance with other procedures established for this purpose among the Global Agentand the relevant clearing systems.
The relationship between IBRD and the holder of a Registered Note, a Fed Bookentry Note or a Bearer
Note is governed by the terms and conditions of that Note. The holder of a Global Note or a Global
Certificate will be one or more clearing systems. The beneficial interests in Notes held by a clearing system
will be in bookentry form in the relevant clearing system or a depositary or nominee on its or their behalf.
Each clearing system has its own separate operating procedures and arrangements with participants or
accountholders which govern the relationship between them and the relevant clearing system and to which
IBRD is not and will not be a party. IBRD will not impose fees payable by any holder with respect to any
Notes held by one or more clearing systems; however, holders of beneficial interests in Notes may incur fees
payable in respect of the maintenance and operation of the bookentry accounts in which Notes are held.
Each of the persons shown in the records of DTC, Euroclear, Clearstream, Luxembourg, or any otherspecified clearing system as the holder of a Note represented by a Global Note or a Global Certificate must
look solely to such clearing system for his share of each payment made by IBRD to the bearer of such
Global Note or the registered holder of the Registered Notes represented by such Global Certificate, as thecase may be, and in relation to all other rights arising under the Global Notes or Global Certificates, subject
to and in accordance with the respective rules and procedures of such clearing system. Such persons shallhave no claim directly against IBRD in respect of payments due on the Notes for so long as the Notes are
represented by such Global Note or Global Certificate and such obligations of IBRD will be discharged by
payment to the bearer of such Global Note or the registered holder of the Registered Notes represented bysuch Global Certificate, as the case may be, in respect of each amount so paid.
Citibank, N.A., London Branch (“Citibank”) is the Global Agent for Notes held through DTC,
Euroclear, Clearstream, Luxembourg and such other clearing systems as may be specified in the applicable
Final Terms. The Federal Reserve Bank of New York is the fiscal and paying agent for U.S. dollar
denominated Notes issued in the United States and held through the bookentry system operated by theFederal Reserve Banks.
The Global Agent and Paying Agents
Citibank will act as the Global Agent for Notes issued under the Facility. Citibank has direct custodial
and depositary linkages with, and (unless otherwise provided in the applicable Final Terms) will act as
custodian for Global Notes or Global Certificates held by, DTC, Euroclear and Clearstream, Luxembourg tofacilitate issue, transfer and custody of Notes in these clearing systems. As necessary (and as more fully
described below), Citibank will act as Registrar, Transfer Agent, Exchange Agent and Paying Agent and,from time to time, Calculation Agent for the Notes as may be specified in the applicable Final Terms.

44

The Clearing Systems
Federal Reserve Bookentry System
The Federal Reserve Banks operate the Federal bookentry system which provides bookentry holding
and settlement for all U.S. dollar denominated securities issued by the U.S. government, certain of its
agencies and international organizations (including IBRD) in which the United States is a member. The
system enables specified depositaries and other institutions with an appropriate account with a Federal
Reserve Bank or Branch (“Holding Institutions”) to hold, make payments and transfer securities and funds
through the Federal Reserve Bank’s Fedwire electronic funds transfer system.
DTC
DTC is a limited-purpose trust company organized under the laws of the State of New York, and is amember of the Federal Reserve System, a “clearing corporation” within the meaning of the New York
Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of
the Exchange Act. DTC holds securities for DTC participants and facilitates the clearance and settlement oftransactions between DTC participants through electronic bookentry changes in accounts of DTC
participants.
Euroclear
Euroclear is incorporated in Belgium and has branch offices in Amsterdam, Paris and London.
Euroclear holds securities for participating organizations and facilitates multicurrency clearance andsettlement of securities transactions between its and Clearstream, Luxembourg accountholders throughelectronic bookentry changes in accounts of its accountholders.
Clearstream, Luxembourg
Clearstream, Luxembourg is incorporated under the laws of Luxembourg as a professional depositary.
Clearstream, Luxembourg holds securities for its participating organizations and facilitates multicurrency
clearance and settlement of securities transactions between its and Euroclear’s accountholders throughelectronic bookentry changes in accounts of its accountholders.
Other Clearing Systems
Any other clearing system which IBRD, the Global Agent and the relevant Dealer(s) agree shall beavailable for a particular issue of Notes will be described in the applicable Final Terms, together with theclearance and settlement procedures for such clearing system.
Clearance and Settlement Procedures – Primary Distribution
Introduction
Distribution of Notes will be through one or more of the clearing systems described above or any otherclearing system specified in the applicable Final Terms. Payment for Notes will be on a delivery versus
payment or free delivery basis, as more fully described in the applicable Final Terms.
Registered Notes and Fed Bookentry Notes
IBRD and the relevant Dealer(s) shall agree whether global clearance and settlement procedures or
specific clearance and settlement procedures should be available for any issue of Notes, as specified in theapplicable Final Terms. Clearance and settlement procedures may vary according to the Specified Currencyof issue. The customary clearance and settlement procedures are described under the specific clearance andsettlement procedures below. Application will be made to the relevant clearing system(s) for the Notes of therelevant issue to be accepted for clearance and settlement and the applicable clearance numbers will be
specified in the applicable Final Terms.

45

Unless otherwise agreed between IBRD and the Global Agent, Citibank, N.A., acting through its
relevant office, will act as the custodian or depositary for all Notes in global form.
(i)Global Clearance and Settlement – Specified Currencies
Global clearance and settlement of Notes denominated in certain Specified Currencies will takeplace through those clearing systems specified in the applicable Final Terms. The procedures
expected to be followed are those which relevant clearing systems have established to clear andsettle single global issues in the Specified Currency and will be set out in the applicable Final
Terms.

(ii) Specific Clearance and Settlement – Federal Reserve Bank of New YorkThe Federal Reserve Bank of New York will take delivery of and hold Fed Bookentry Notes asrecord owner and custodian for other Federal Reserve Banks and for Holding Institutions locatedin the Second Federal Reserve District. Holding Institutions located in other Federal Reserve
Districts can hold Fed Bookentry Notes through their respective Federal Reserve Banks or
Branches.
The aggregate holdings of Fed Bookentry Notes of each Holding Institution will be reflected in thebookentry account of such Holding Institution with its Federal Reserve Bank or Branch. The Notes
may be held of record only by Holding Institutions, which are entities eligible to maintainbookentry accounts with the Federal Reserve Banks. A Holding Institution may not be thebeneficial holder of a Note. Beneficial holders will ordinarily hold the Notes through one or morefinancial intermediaries, such as banks, brokerage firms and securities clearing organizations.
Each Holding Institution, and each other intermediate holder in the chain to the ultimate beneficial
holder, will have the responsibility of establishing and maintaining accounts for its customers
having interests in Fed Bookentry Notes.
Federal Reserve Banks will be responsible only for maintaining the bookentry accounts of Holding
Institutions, effecting transfers on their books and ensuring that payments from IBRD, through theFederal Reserve Bank of New York, are credited to appropriate Holding Institutions. With respect
to Fed Bookentry Notes, Federal Reserve Banks will act only on the instructions of Holding
Institutions for which they maintain such Fed Bookentry Notes. The Federal Reserve Banks will
not record pledges of Fed Bookentry Notes.
(iii) Specific Clearance and Settlement – DTC
Registered Notes which are to be cleared and settled through DTC will be represented by a DTC
Global Certificate. DTC participants acting on behalf of DTC investors holding Registered Notes
through DTC will follow the delivery practices applicable to DTC’s Same-Day Funds Settlement
System. Registered Notes will be credited to DTC participants’ securities accounts following
confirmation of receipt of payment to IBRD on the relevant Issue Date.
(iv) Specific Clearance and Settlement – Euroclear and Clearstream, Luxembourg
Registered Notes which are to be cleared and settled through Euroclear and Clearstream,
Luxembourg will be represented by one or more Global Certificates registered in the name of anominee of the Euroclear and Clearstream, Luxembourg depositaries. Investors holding Registered
Notes through Euroclear and Clearstream, Luxembourg will follow the settlement procedures
applicable to conventional eurobonds. Registered Notes will be credited to Euroclear andClearstream, Luxembourg participants’ securities clearance accounts either on the Issue Date or on
the settlement day following the relevant Issue Date against payment in same day funds (for valueon the relevant Issue Date).
Bearer Notes
IBRD will make applications to Euroclear and Clearstream, Luxembourg for acceptance in theirrespective bookentry systems of any issue of Bearer Notes. Customary clearance and settlement procedures46

for each such clearing system applicable to bearer eurobonds denominated in the Specified Currency will befollowed, unless otherwise specified in the applicable Final Terms.
Clearance and Settlement Procedures – Secondary Market Transfers
Transfers of Registered Notes
Transfers of interests in a Global Certificate within the various clearing systems which may be clearing
and settling interests therein will be made in accordance with the usual rules and operating procedures of therelevant clearing system applicable to the Specified Currency and the nature of the transfer. Further details
concerning such rules and procedures may be set forth in the applicable Final Terms.
For issues that are cleared and settled through both DTC and another clearing system, because of timezone differences, in some cases the securities account of an investor in one clearing system may be credited
during the settlement processing day immediately following the settlement date of the other clearing systemand the cash account will be credited for value on the settlement date but may be available only as of the day
immediately following such settlement date.
The laws of some states in the United States require that certain persons take physical delivery in
definitive form of securities. Consequently, the ability to transfer interests in a DTC Global Certificate tosuch persons may be limited. Because DTC can only act on behalf of participants, who in turn act on behalfof indirect participants, the ability of a person having an interest in a DTC Global Certificate to pledge suchinterest to persons or entities that do not participate in DTC, or otherwise take actions in respect of suchinterest, may be affected by the lack of a definitive security in respect of such interest.
Transfers of Fed Bookentry Notes
Transfers of Fed Bookentry Notes between Holding Institutions can be made through the Federal
Reserve Communications System.
Transfer of Bearer Notes
Transfers of interests in a Temporary Global Note or a Permanent Global Note and of Definitive Bearer
Notes held by a clearing system will be made in accordance with the normal euromarket debt securities
operating procedures of the relevant clearing system.
GeneralAlthough DTC, Euroclear and Clearstream, Luxembourg have established procedures to facilitatetransfers of beneficial interests in Notes in global form among participants and accountholders of DTC,
Euroclear and Clearstream, Luxembourg, they are under no obligation to perform or continue to perform
such procedures, and such procedures may be discontinued at any time. None of IBRD, the Global Agent or
any other agent will have responsibility for the performance by DTC, Euroclear and Clearstream,
Luxembourg or their respective obligations under the rules and procedures governing their operations.
Pre-issue Trades Settlement
It is expected that delivery of Notes will be made against payment therefor on the relevant Issue Date,
which could be more than three business days following the date of pricing. Under Rule 15c6-1 of theCommission under the Exchange Act, trades in the United States secondary market generally are required tosettle within three business days (T+3), unless the parties to any such trade expressly agree otherwise.
Accordingly, purchasers who wish to trade Notes in the United States on the date of pricing or the next
succeeding business days until the relevant Issue Date will be required, by virtue of the fact the Notes
initially will settle beyond T+3, to specify an alternate settlement cycle at the time of any such trade toprevent a failed settlement. Settlement procedures in other countries will vary. Purchasers of Notes may be47

affected by such local settlement practices and purchasers of Notes who wish to trade Notes between the dateof pricing and the relevant Issue Date should consult their own adviser.

48

TAX MATTERS
United States Internal Revenue Service Circular 230 Notice: To ensure compliance with U.S. Internal
Revenue Service Circular 230, prospective investors are hereby notified that: (a) any discussion of U.S.
federal tax issues contained or referred to in this Prospectus or any document referred to herein is notintended or written to be used, and cannot be used by prospective investors for the purpose of avoiding
penalties that may be imposed on them under the U.S. Internal Revenue Code; (b) such discussion is written
for use in connection with the promotion or marketing of the transactions or matters addressed herein; and(c) prospective investors should seek advice based on their particular circumstances from an independenttax advisor.
The following is a summary of the provisions of the Articles concerning taxation of the Notes and of
certain anticipated United States federal income, withholding and estate tax consequences resulting from theownership of the Notes. This summary does not cover all of the possible tax consequences relating to theownership of the Notes and the receipt of interest thereon, and it is not intended as tax advice to any person.
It addresses only holders who are initial purchasers of the Notes at the initial offering price and hold theNotes as capital assets, and does not address special classes of holders, such as dealers in securities orcurrencies, traders in securities that elect to use a mark-to-market method of accounting for their securities
holdings, banks, tax-exempt entities, life insurance companies, persons holding Notes as a hedge or hedged
against interest rate or currency risks or as part of a straddle or conversion transaction, or holders whosefunctional currency is not the U.S. dollar. Investors who purchase Notes at a price other than the offering
price should consult their tax advisor as to the possible applicability to them of the amortizable bondpremium or market discount rules. This summary is based upon the United States federal income,withholding and estate tax laws as currently in effect and as currently interpreted and does not include any
description of the tax laws of any state, local or foreign government that may apply.
Prospective purchasers of Notes should consult their own tax advisors concerning the application of
the United States federal income, withholding and estate tax laws, as well as the possible application of the
tax laws of any other jurisdiction, to their particular situation.
This summary is only a general description of certain U.S. federal income, withholding and estate tax
considerations associated with ownership of the Notes and does not discuss any special anticipated UnitedStates federal income, withholding or estate tax consequences associated with any particular issue of Notes,
including, for example, Notes issued at a discount, Notes issued at a premium, Notes with a maturity of one
year or less, Notes with variable maturities or interest payment dates, instalment Notes, reverse dual
currency Notes, optional dual currency Notes, Partly-paid Notes, or Notes providing for principal or interest
payments that are variable or contingent for United States federal income tax purposes. Prospective
purchasers of such Notes should consult with their own tax advisors concerning the application of the UnitedStates federal income, withholding and estate tax laws with respect to their investment in such Notes. Any
special anticipated United States federal income, withholding or estate tax consequences associated with aparticular issue of Notes may be discussed in the applicable Final Terms.
Taxation of the Notes in General
The Notes and the interest thereon generally will be subject to taxation, including United States federal
income taxation. Under the Articles, however, the Notes and the interest thereon are not subject to any tax bya member country of IBRD (i) which tax discriminates against the Notes solely because they were issued by
IBRD, or (ii) if the sole jurisdictional basis for the tax is the place or currency in which the Notes are issued,
made payable or paid, or the location of any office or place of business maintained by IBRD. The impositionof United States federal income tax in the manner described herein is not inconsistent with the Articles.

49

United States Federal Income Taxation
Bearer Notes
Notes issued as Bearer Notes under this Facility may, in certain circumstances, be treated by the U.S.
Internal Revenue Service as registered notes and not as bearer notes for U.S. federal income tax purposes.
Any reference to “Bearer Notes” in this section assumes that such Bearer Notes will be treated as bearer
notes for U.S. federal income tax purposes.
Treatment of Qualified Stated Interest
Under the Internal Revenue Code of 1986, as amended (the “Code”), a holder of a Note who or whichis (i) a United States citizen or resident alien individual, (ii) a United States domestic corporation, (iii) an
estate otherwise subject to United States federal income taxation on a net income basis in respect of a Noteor (iv) a trust if a United States court can exercise primary supervision over the trust’s administration andone or more United States persons are authorized to control all substantial decisions of the trust (a “U.S.
Holder”) will be taxable on the qualified stated interest accrued or received on such Note in accordance withsuch U.S. Holder’s method of accounting for United States federal income tax purposes. Qualified statedinterest is interest that is payable at a single fixed rate at least annually. Notes bearing interest other thanqualified stated interest and Notes issued at a discount may be subject to the original issue discountprovisions of the Code.
If an interest payment is denominated in or determined by reference to a currency other than the U.S.
dollar (a “foreign currency”), the amount of income recognized by a cash basis U.S. Holder will be the U.S.
dollar value of the interest payment, based on the exchange rate in effect on the date of receipt, regardless ofwhether the payment is in fact converted into U.S. dollars. Accrual basis U.S. Holders may determine theamount of income recognized with respect to such interest payments in accordance with either of two
methods, in either case regardless of whether the payments are in fact converted into U.S. dollars. Under the
first method, the amount of income recognized 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 partial
period within the taxable year).
Under the second method, an accrual basis U.S. Holder may elect to translate interest income into U.S.
dollars at the exchange rate in effect on the last day of the accrual period (or, in the case of an accrual periodthat spans two taxable years, at the exchange rate in effect on the last day of the partial period within the
taxable year). Additionally, if a payment of interest is actually received within five business days of the last
day of the accrual period or taxable year, an electing accrual basis U.S. Holder may instead translate suchaccrued interest into U.S. dollars at the exchange rate in effect on the day of actual receipt. Any election to
use the second method will apply to all debt instruments held by the U.S. Holder at the beginning of the firsttaxable year to which the election applies or thereafter acquired by such U.S. Holder, and will be irrevocablewithout the consent of the Internal Revenue Service.
Upon receipt of an interest payment (including a payment attributable to accrued but unpaid interest
upon the sale or retirement of a Note) denominated in, or determined by reference to, a foreign currency, an
accrual basis U.S. Holder will recognize ordinary income or loss measured by the difference between (x) the
average exchange rate used to accrue interest income, or the exchange rate as determined under the second
method described above if the U.S. Holder elects that method, and (y) the exchange rate in effect on the dateof receipt, regardless of whether the payment is in fact converted into U.S. dollars.
The United States Treasury Department has issued to IBRD rulings dated May 4, 1988 and May 5,
1989 (the “Rulings”) regarding certain United States federal tax consequences of the receipt of interest on
securities issued by IBRD. The Rulings provide that interest paid by IBRD on such securities, including
payments attributable to accrued original issue discount, constitutes income from sources without the UnitedStates.
Because, under the Rulings, interest and original issue discount on the Notes is treated as income fromsources without the United States, interest paid by IBRD would ordinarily not be subject to United Statesfederal income tax, including withholding tax, if paid to a nonresident alien individual (or foreign estate or50

trust not subject to United States federal income tax on a net income basis on income or gain from a Note) or
to a foreign corporation (a “non-U.S. Holder”), whether or not such person is engaged in trade or business in
the United States. However, absent any special statutory or treaty exception, such income would be subject
to United States federal income tax in the following cases: (a) such interest is derived by such person in theactive conduct of a banking, financing or similar business within the United States, and such interest is
attributable to an office or other fixed place of business of such person within the United States or (b) such
person is a foreign corporation taxable as an insurance company carrying on a United States insurance
business to which such interest is attributable.
Purchase, Sale and Retirement of the Notes
A U.S. Holder’s initial tax basis in a Note will generally be its U.S. dollar cost. The U.S. dollar cost ofNotes purchased with foreign currency will generally be the U.S. dollar value of the purchase price on thedate of purchase or, in the case of Notes traded on an established securities market (within the meaning ofTreasury Regulation Section 1.988-2(a)(2)(iv)) purchased by a cash basis U.S. Holder (or an electing accrualbasis U.S. Holder), on the settlement date for the purchase. A U.S. Holder’s initial tax basis in a Note may be
adjusted in certain circumstances, such as, in the case of an accrual basis U.S. Holder, the accrual of interest
income.
A U.S. Holder generally will recognize gain or loss on the sale or retirement of a Note equal to thedifference between the amount realized on the sale or retirement and the adjusted tax basis of the Note. The
amount realized on a sale or retirement for an amount in a foreign currency will be the U.S. dollar value ofsuch amount on the date of sale or retirement or, in the case of Notes traded on an established securities
market (within the meaning of Treasury Regulation Section 1.988-2(a)(2)(iv)) sold by a cash basis U.S.
Holder (or an electing accrual basis U.S. Holder), on the settlement date for the sale. Except to the extent
described in the next succeeding paragraph or attributable to accrued but unpaid interest, gain or loss
recognized on the sale or retirement of a Note will be capital gain or loss. Capital gain of a non-corporate
U.S. Holder that is recognized in taxable years beginning before January 1, 2011 is generally taxed at a
maximum rate of 15 per cent. where the holder has a holding period greater than one year.
Gain or loss recognized by a U.S. Holder on the sale or retirement of a Note that is attributable tochanges in exchange rates will be treated as ordinary income or loss. However, exchange gain or loss istaken into account only to the extent of total gain or loss realized on the transaction.
A United States person generally will not be entitled to deduct any loss sustained on the sale or otherdisposition (including the receipt of principal) of Bearer Notes (other than Bearer Notes having a maturity of
one year or less from the date of issue) and must treat as ordinary income any gain realized on the sale orother disposition (including the receipt of principal) of Bearer Notes (other than Bearer Notes having amaturity of one year or less from the date of issue).
A non-U.S. Holder generally will not be taxable on gain or loss on the sale or exchange of a Noteunless ownership of the Note is effectively connected with the conduct of a trade or business in the UnitedStates or, in the case of a nonresident alien individual, such individual is present in the United States for 183
or more days in the taxable year of the sale or exchange and certain other conditions are met.
Exchange of Amounts in Foreign Currency
Foreign currency received as interest on a Note or on the sale or retirement of a Note will have a tax
basis equal to its U.S. dollar value at the time such interest is received or at the time of such sale orretirement. Foreign currency that is purchased will generally have a tax basis equal to the U.S. dollar valueof such foreign currency on the date of purchase. Any gain or loss recognized on a sale or other dispositionof a foreign currency (including its use to purchase Notes or upon exchange for U.S dollars) generally will
be ordinary income or loss.

51

United States Federal Withholding Tax
Under the Articles, IBRD is not under any obligation to withhold or pay any tax imposed by any
member on the interest on the Notes. The Rulings confirm that neither IBRD nor an agent appointed by it as
principal for the purpose of paying interest on securities issued by IBRD is required to withhold tax oninterest paid by IBRD. Payments of interest and accrued original issue discount on the Notes will therefore
be made to the Global Agent without deduction in respect of any such tax.
United States Federal Estate Tax
In the case of United States federal estate tax, the Rulings determined that, unless an applicable deathtax convention with a foreign country provides otherwise, securities of IBRD are deemed to be situated
without the United States for purposes of the United States federal estate tax and are not includible in thevalue of the gross estate for purposes of such tax in the case of the estate of a nonresident of the UnitedStates who is not a citizen of the United States.
United States Information Reporting and Backup Withholding
IBRD is not subject to the reporting requirements that generally are imposed by United States law withrespect to certain payments of interest or principal on debt obligations, nor is it subject to backup
withholding obligations imposed, in certain circumstances, by United States law with respect to suchpayments. While temporary regulations issued by the Internal Revenue Service confirm that the backup
withholding requirements do not apply to any paying agent of IBRD with respect to the Notes, the Fiscal
Agent and the Global Agent may file information returns with the Internal Revenue Service with respect topayments on the Notes made within the United States to certain non-corporate United States persons as if
such returns were required. Under the bookentry system as operated by the Federal Reserve Bank of New
York, no such information returns will be filed by the Fiscal Agent with respect to Fed Bookentry Notes.
Brokers, trustees, custodians and other intermediaries within the United States are subject to reporting
and backup withholding requirements with respect to certain payments on the Notes received by them for theaccount of certain non-corporate United States persons, and foreign persons receiving payments on the Notes
within the United States may be required by such intermediaries to establish their status in order to avoid
information reporting and backup withholding by such intermediaries in respect of such payments.

52

CURRENCY CONVERSIONS
Payments for Notes
Investors will be required to pay for Notes in the applicable Specified Currency. Each Dealer may,under certain terms and conditions, arrange for the conversion of the Investor’s Currency into the Specified
Currency to enable investors whose financial activities are denominated principally in the Investor’s
Currency to pay for the Notes in the Specified Currency. Each such conversion will be made by such Dealer(in this respect acting as principal and not as an agent of IBRD) on such terms and subject to suchconditions, limitations and charges as such Dealer may from time to time establish in accordance with its
regular foreign exchange practices, and subject to any applicable laws and regulations. All costs of
conversion will be borne by such investors of the Notes.
Payments on Notes
Payments in respect of such Notes will be made in the Specified Currency for principal, premium (ifany) and/or interest payments as specified in the applicable Final Terms. Currently, there are limited
facilities in the United States for the conversion of U.S. dollars into foreign currencies and vice versa. In
addition, most banks in the United States do not currently offer non-U.S. dollar denominated checking or
savings account facilities in the United States. Accordingly, unless otherwise specified in the applicable
Final Terms, payments in respect of Notes in a Specified Currency other than U.S. dollars will be made to an
account outside the United States.
Noteholders holding interests in a DTC Global Note denominated in a Specified Currency other than
U.S. dollars (“DTC Noteholders”) will receive payments in U.S. dollars, unless they elect to receive suchpayments in the Specified Currency. In the event that a DTC Noteholder shall not have made such election
payments to such DTC Noteholder will be converted to U.S. dollars by the Exchange Agent. The U.S. dollar
amount in respect of any payment to be paid to a DTC Noteholder who did not make a timely election toreceive payment in the Specified Currency will be based on the Exchange Agent’s spot rate for the purchaseof U.S. dollars with the aggregate amount of the Specified Currency payable to all DTC Noteholders
receiving U.S. dollar payments, for settlement on the applicable Payment Date, at a time and date
immediately preceding such Payment Date, unless otherwise specified in the applicable Final Terms. If such
spot rate is not available, the Exchange Agent will obtain a bid quotation from a leading foreign exchangebank in London or New York City selected by the Exchange Agent for such purchase. All costs of any such
conversion into U.S. dollars will be borne by the relevant DTC Noteholder by deduction from suchpayments. If no spot rate or bid quotation is available, the Exchange Agent will make payments in theSpecified Currency to Noteholders who were expecting to receive U.S. dollars, provided that such payment
will only be made to such a Noteholder if and when the Exchange Agent has been notified of the Specified
Currency account to which such payment should be made.
A DTC Noteholder may elect to receive payment of the principal and premium (if any) of, or interest
with respect to, the Notes in the Specified Currency (other than U.S. dollars) by notifying DTC prior to 5:00
p.m. Eastern Standard Time (“E.S.T.”) on the third DTC Business Day following the applicable record datein the case of interest, and the twelfth calendar day prior to the payment date for the payment of principal, of(i) such holder’s election to receive all or a portion of such payment in the Specified Currency for value therelevant due date for interest payment or final redemption, as the case may be, and (ii) wire transfer
instructions to an account denominated in the Specified Currency with respect to any payment to be made in
the Specified Currency. Such election shall be made by the Noteholder holding its interest in a DTC Global
Note and any such election in respect of that payment shall be irrevocable. An indirect DTC participant must
notify the DTC Noteholder through which it is holding its interest in a DTC Global Note of such election andwire transfer instructions prior to 5:00 p.m. E.S.T. on the first DTC Business Day following the applicable
record date. DTC will notify the Exchange Agent of such election and wire transfer instructions and of theamount of the Specified Currency to be converted into U.S. dollars, prior to 5:00 p.m. E.S.T. on the fifth
DTC Business Day following the applicable record date in the case of interest and the tenth calendar day
prior to the payment date for the payment of principal. If complete instructions are received by the DTC

53

participant and forwarded by the DTC participant to DTC, and by DTC to the Exchange Agent, on or prior tosuch dates, the DTC Noteholder will receive payment in the Specified Currency outside DTC. Otherwise,
only U.S. dollar payments will be made by the Exchange Agent. Payments in the Specified Currency (otherthan U.S. dollars) outside DTC will be made by wire transfer of same day funds in accordance with therelevant wire transfer instructions for value the relevant payment date.

54

PLAN OF DISTRIBUTION

Dealers
The Facility provides for the appointment of dealers in respect of any particular issue of Notes (all suchdealers together, the “Dealers”). There are no sponsoring dealers with respect to the Facility. Any Dealer will
be able to purchase Notes on an underwritten basis, either individually or as part of a syndicate, or on anagency basis.
Standard Provisions
Notes may be sold from time to time by IBRD to or through any one or more Dealers and by IBRD
itself. The arrangements under which the Notes may from time to time be agreed to be sold by IBRD to or
through Dealers are set out in the Standard Provisions dated as of May 28, 2008 (as amended or
supplemented from time to time, the “Standard Provisions”). The Standard Provisions will be incorporated
by reference into the agreement by which Dealers are appointed in respect of a particular issue of Notes.
Any agreement for the sale of Notes will, inter alia, make provision for the form and terms andconditions of the relevant Notes, the method of distribution of the Notes, the price at which such Notes will
be purchased by any Dealer and the commissions or other agreed deductibles (if any) which are payable orallowable by IBRD in respect of such purchase. In addition, each placement of Notes is subject to certain
conditions, including the condition that there shall not have occurred any national or international calamity
or development, crisis of a political or economic nature, or change in the money or capital markets in which
the Notes are being offered, the effect of which on such financial markets shall be such as in the judgment of
the relevant Dealer(s) or IBRD materially adversely affects the ability of the relevant Dealer(s) to sell or
distribute the Notes, whether in the primary market or in respect of dealings in the secondary market.
Sales Restrictions
No action has been or will be taken in any jurisdiction by any Dealer or IBRD that would permit apublic offering of any of the Notes, or possession or distribution of this Prospectus, or any part thereof
including any Final Terms, or any other offering or publicity material relating to the Notes, in suchjurisdiction. The relevant Dealer(s) (and IBRD in connection with sales of Notes on its own behalf) will, tothe best of its knowledge, comply with all relevant laws, regulations and directives in each jurisdiction inwhich it purchases, offers, sells, or delivers Notes or has in its possession or distributes this Prospectus, or
any part thereof including any Final Terms, or any such other material, in all cases at its own expense.
No Dealer is authorized to make any representation or use any information in connection with the issue,
offering and sale of the Notes other than as contained in this Prospectus, the applicable Final Terms or suchother information relating to IBRD and/or the Notes which IBRD has authorized to be used.
Selling restrictions may be modified by the agreement of IBRD and the relevant Dealer(s) following achange in any relevant law, regulation or directive. Selling restrictions may also be added to reflect therequirements of any particular Specified Currency. Any such modification or addition will be set out in the
Final Terms issued in respect of each issue of Notes to which such modification or addition relates or in a
supplement to this Prospectus.
United States
Under the provisions of Section 15(a) of the Bretton Woods Agreements Act, as amended, Notes are
exempted securities within the meaning of Section 3(a)(2) of the U.S. Securities Act of 1933, as amended,
and Section 3(a)(12) of the U.S. Securities Exchange Act of 1934, as amended.
Bearer Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within
the United States or its possessions, except in certain transactions permitted by U.S. tax regulations.

55

Accordingly, under U.S. federal tax laws and regulations, Bearer Notes (including Temporary Global Notes
and Permanent Global Notes) with a maturity of more than one year may not be offered or sold during the
restricted period (as defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)) within the
United States or to United States persons (each as defined below) other than to an office located outside theUnited States of a United States financial institution (as defined in United States Treasury Regulations
Section 1.165-12(c)(1)(v)), purchasing for its own account or for resale or for the account of certain
customers, that provides a certificate stating that it agrees to comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Code, and the United States Treasury Regulations thereunder, or to certain
other persons described in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(1)(iii)(B).
Moreover, such Bearer Notes may not be delivered in connection with their sale during the restricted period
within the United States. Any distributor (as defined in United States Treasury Regulations Section 1.1635(c)(2)(i)(D)(4)) participating in the offering or sale of Bearer Notes with a maturity of more than one year
must agree that it will not offer or sell during the restricted period any such Bearer Notes within the UnitedStates or to United States persons (other than the persons described above), it will not deliver in connection
with the sale of such Bearer Notes during the restricted period any such Bearer Notes within the UnitedStates and it has in effect procedures reasonably designed to ensure that its employees and agents who are
directly engaged in selling the Bearer Notes are aware of the restrictions on offers and sales described above.
No Bearer Notes (other than a Temporary Global Note and certain Bearer Notes described in the following
paragraph) with a maturity of more than one year may be delivered, nor may interest be paid on any such
Bearer Note, until the person entitled to receive such Bearer Note or such interest furnishes a written
certificate to the effect that the relevant Bearer Note (i) is owned by a person that is not a United States
person, (ii) is owned by a United States person that is a foreign branch of a United States financial institution
purchasing for its own account or for resale, or is owned by a United States person who acquired the Bearer
Note through the foreign branch of such a financial institution and who holds the Bearer Note through suchfinancial institution on the date of certification, provided, in either case, that such financial institution
provides a certificate to IBRD or the distributor selling the Bearer Note to it, within a reasonable time ofselling the Bearer Note, stating that it agrees to comply with the requirements of Section 165(j)(3)(A), (B) or(C) of the Code and the United States Treasury Regulations thereunder, or (iii) is owned by a financial
institution for purposes of resale during the restricted period. A financial institution described in clause (iii)of the preceding sentence (whether or not also described in clause (i) or (ii)) must certify that it has notacquired the Bearer Note for purposes of resale directly or indirectly to a United States person or to a person
within the United States. In the case of a Note represented by a Permanent Global Note, such certificationmust be given in connection with notation of a beneficial owner’s interest therein.
A Bearer Note will not be subject to the certification requirements described in the preceding paragraphif the Bearer Note is sold during the restricted period and all of the following conditions are satisfied: (i) theinterest and principal with respect to the Bearer Note are denominated only in the currency of a single
foreign country; (ii) the interest and principal with respect to the Bearer Note are payable only within that
foreign country; (iii) the Bearer Note is offered and sold in accordance with practices and documentation
customary in that foreign country; (iv) the distributor of the Bearer Note agrees to use reasonable efforts tosell the Bearer Note within that foreign country; (v) the Bearer Note is not listed, or the subject of an
application for listing, on an exchange located outside that foreign country; (vi) the U.S. Internal Revenue
Service has designated the foreign country as a foreign country in which certification under Treasury
Regulations Section 1.163-5(c)(2)(i)(D)(3)(i) is not permissible; (vii) the issue of the Bearer Note is subject
to guidelines or restrictions imposed by governmental, banking or securities authorities in that foreigncountry; and (viii) more than 80 per cent., by value, of the Bearer Notes included in the offering of which the
Bearer Note is a part are sold to non-distributors by distributors maintaining an office located in that foreigncountry. Bearer Notes that are convertible into U.S. dollar denominated debt obligations or which areotherwise linked by their terms to the U.S. dollar are not eligible for the certification exemption described inthis paragraph. The only foreign countries that have been designated as foreign countries in which
certification under Treasury Regulations Section 1.163-5(c)(2)(i)(D)(3)(i) is not permissible are Switzerland
and Germany.
Each Temporary Global Note, Permanent Global Note or Bearer Note with a maturity of more than one
year, and any Talons and Coupons relating to such Bearer Notes, will bear the following legend:
56

“Any United States person who holds this obligation will be subject to limitations under theUnited States income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of theInternal Revenue Code.”
As used herein, “United States person” means any citizen or resident of the United States, any
corporation, partnership or other entity created or organized in or under the laws of the United States and any
estate or trust the income of which is subject to United States federal income taxation regardless of its
source, and “United States” means the United States of America (including the states thereof and the Districtof Columbia) and its possessions. Other terms used herein have the meanings given to them by the Code andthe Treasury Regulations issued thereunder.
United Kingdom
Each Dealer will be required to represent, warrant and agree that it has complied and will comply withall applicable provisions of the Financial Services and Markets Act 2000 with respect to anything done by itin 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 Financial Instruments and Exchange Law
of Japan (the “Financial Instruments and Exchange Law”) and the Dealer has agreed that it will not offer orsell 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 of other entity organised under
the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident ofJapan except pursuant to an exemption from the registration requirements of, or otherwise in compliancewith, the Financial Instruments and Exchange Law and any applicable laws, regulations and ministerial
guidelines of Japan.
FranceAny offer of Notes in France pursuant to this Prospectus falls within Article L.411-2 of the Codemonétaire et financier. This Prospectus has not been reviewed by the Autorité des marchés financiers.
Related Derivatives Transactions
In connection with the issuance of Notes, IBRD may enter into negotiated currency and/or interest rate
swap or other financial derivative transactions, as described in the Information Statement under “RiskManagement — Derivatives”. IBRD’s counterparty in any such derivative transaction may be an institutionthat is also acting as Dealer with respect to the Notes, or an affiliate of a Dealer. Payments to be made andreceived by IBRD under any such derivative transaction may be calculated on the basis of the amounts
payable by IBRD under the Notes and the proceeds payable to IBRD in connection with the sale of theNotes, either before or after deduction of the commissions described in the related Final Terms. However,
IBRD’s rights and obligations under any such derivative transaction will be wholly independent of its rights
and obligations under the Notes, and the holders of the Notes will have no interest in any such derivativetransaction or any payment to which IBRD may be entitled thereunder. In addition, the hedging activities
undertaken by a counterparty to a related derivative transaction may have an effect on the value or return of
the related Notes.

57

VALIDITY OF THE NOTESThe validity of the Notes will be passed on by the Senior Vice President and General Counsel, or a
Deputy General Counsel or the Chief Counsel, Finance, of IBRD and by Sullivan & Cromwell LLP (as toNotes governed by New York law) and Linklaters LLP (as to Notes governed by English law), counsel to the
Dealers, each of which, with respect to certain matters, will rely upon counsel to IBRD. It is expected thatthe validity of Notes governed by the law of any other jurisdiction will be passed on by counsel to therelevant Dealers at the time of issue.
The opinions of counsel to IBRD, Sullivan & Cromwell LLP and Linklaters LLP will be conditioned
upon, and subject to certain assumptions regarding, future action required to be taken by IBRD and the
Fiscal Agent or the Global Agent in connection with the issuance and sale of any particular Note, the specificterms of Notes and other matters which may affect the validity of Notes but which cannot be ascertained on
the date of such opinions.

58

GENERAL INFORMATION
1.

The issuance of the Notes by IBRD and the execution of all documents associated with the
Facility in order to fund IBRD’s loans, guarantees and liquid assets portfolio has been authorized
without limit by Resolution No. 96-3, approved by the Executive Directors of IBRD on July 30,
1996.

2.

Application has been made for Notes issued under the Facility to be admitted to the Official List
and admitted to trading on the regulated market of the Luxembourg Stock Exchange.

3.

The Notes will not be issued under an indenture, and no trustee is provided for in the Notes.

4.

Each Bearer Note having a maturity of more than one year, Receipt, Coupon and Talon will bear
the following legend: “Any United States person who holds this obligation will be subject tolimitations under the United States income tax laws, including the limitations provided in
Sections 165(j) and 1287(a) of the Internal Revenue Code”.

5.

The Prospectus and the Final Terms for Notes that are admitted to the Official List will be
published on the website of the Luxembourg Stock Exchange at www.bourse.lu.

6.

Copies of IBRD Information may be obtained, and copies of the Global Agency Agreement, theFiscal Agency Agreement and the Deed of Covenant will be available for inspection, at the
specified office of the Global Agent during normal business hours, so long as any of the Notes isoutstanding.

59

FORM OF FINAL TERMS

Final Terms dated [●]International Bank for Reconstruction and Development
Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes]
under theGlobal Debt Issuance Facility
Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions(the “Conditions”) set forth in the Prospectus dated May 28, 2008 [and the supplemental Prospectus dated[●]]. This document constitutes the Final Terms of the Notes described herein and must be read in
conjunction with such Prospectus [as so supplemented].
[Include whichever of the following apply and modify numbering as applicable.]
SUMMARY OF THE NOTES
1. Issuer:
2.

3.
4.

5.

6.

(i)

International Bank for Reconstruction and Development(“IBRD”)

Series Number:[](ii) Tranche Number:

[

]

[

]

Aggregate Nominal Amount:

[

]

(i)

Series:[](ii) Tranche:(i) Issue Price:[](If fungible with an existing Series,
insert details of that Series,
including the date on which theNotes become fungible).
Specified Currency or Currencies(Condition 1(d)):(ii) Net proceeds:(i) Specified Denominations(Condition 1(b)):[ ] per cent. of the Aggregate Nominal Amount [plus accrued
interest for [insert number of days] days (if applicable)][] (Required only for listed issues)[] (If these Final Terms specify “Temporary Global Notes
exchangeable for individual Definitive Bearer Notes on
Exchange Date”, Notes may only be issued in Specified
Denominations)
[

]

7.

(ii) Calculation Amount(Condition
5(j)):[(i)] Issue Date:

[

]

[

]

8.

[(ii)] Interest Commencement Date
(Condition 5(l)):
Maturity Date (Condition 6(a)):

9.

Interest Basis (Condition 5):[[●]% Fixed Rate][Specify date or (for Floating Rate Notes) Interest Payment
Date falling in the relevant month and year]

60[[Specify reference rate] +/– [●]% Floating Rate][Zero Coupon][Index Linked Interest][Other (specify)](further particulars specified below)
10. Redemption/Payment Basis(Condition 6):[Redemption at par][Index Linked Redemption][Dual Currency][Partly-paid][Instalment][Other (specify)]

11. Change of Interest or
Redemption/Payment Basis:[Specify details of any
provision for convertibility of Notes into another interest or
redemption/payment basis]

12. Call/Put Options (Condition 6):[Call Option][Put Option][(further particulars specified below)]

13. Status of the Notes (Condition 3):

Unsecured and unsubordinated

14. Listing:[[

15. Method of distribution:[Syndicated/Non-syndicated]] (specify)/None]PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
16. Fixed Rate Note Provisions[Applicable](Condition 5(a)):(If not applicable, delete this entire paragraph and renumber
the remaining paragraphs.)(i)

Rate[(s)] of Interest:[ ] per cent. per annum [payable [annually/semiannually/quarterly/monthly] in arrear](ii) Interest Payment Date(s):[ ] in each year [adjusted in accordance with [specify
Business Day Convention and any applicable BusinessCentre(s) for the definition of “Business Day”]] [, notadjusted in accordance with [specify Business Day
Convention]](iii) Fixed Coupon Amount[(s)]:[ ] per Calculation Amount(iv) Broken Amount(s):[[Initial/Final] Broken Amount of [ ] per Calculation
Amount, payable on [date]](v) Day Count Fraction (Condition
5(l)):[30/360 / Actual/Actual ([ICMA/ISDA]) / other](vi) Other terms relating to themethod of calculating interest
for Fixed Rate Notes:
17. Floating Rate Note Provisions(Condition 5(b)):(i)

Interest Period(s):[Not Applicable/give details][Applicable](If not applicable, delete this entire paragraph and renumber
the remaining paragraphs.)[ ]61

(ii) Specified Interest Payment
Dates:[ ](iii) Interest Period Date(s):[ ](iv) Business Day Convention:[Floating Rate Business Day Convention/ Following
Business Day Convention/ Modified Following Business
Day Convention/ Preceding Business Day Convention/ other(give details)](v) Business Centre(s) (Condition
5(l):

[

(vi) Manner in which the Rate(s)of Interest is/are to be
determined:[Screen Rate Determination/ISDA Determination/other (givedetails)](vii) Party responsible forcalculating the Rate(s) ofInterest and Interest
Amount(s) (if not the
Calculation Agent):

[

]

]

]

(viii)Screen Rate/Reference Bank
Determination (Condition
5(b)(ii)(C)):–

Relevant Time:[–Interest Determination
Date:

[[
]] [TARGET] Business Days [in [specify city forSpecified Currency]] prior to [the first day in each Interest
Accrual Period/each Interest Payment Date]–

Primary Source for
Floating Rate:[Specify relevant screen page or “Reference Banks”]–

Reference Banks (ifPrimary Source is“Reference Banks”):[Specify four]–

Relevant Financial
Centre:[The financial centre most closely connected to the
Benchmark – specify if not London]–

Benchmark:[LIBOR, LIBID, LIMEAN, EURIBOR or other benchmark]–Representative Amount:[Specify if screen or Reference Bank quotations are to begiven in respect of a transaction of a specified notionalamount]–Effective Date:[Specify if quotations are not to be obtained with effect fromcommencement of Interest Accrual Period]–

Specified Duration:[Specify period for quotation if not duration of Interest
Accrual Period](ix) ISDA Determination(Condition 5(b)(ii)(B)):–

Floating Rate Option:

[

]

–

Designated Maturity:

[

]

–

Reset Date:[](x) Margin(s):[+/-][ ] per cent. per annum(xi) Minimum Rate of Interest:[] per cent. per annum62

(xii) Maximum Rate of Interest:[(xiii) Day Count Fraction(Condition 5(l)):

[

]

[

]

(xiv) Fall back provisions,rounding provisions,denominator and any otherterms relating to the methodof calculating interest on
Floating Rate Notes, if
different from those set out in
the Conditions:18. Zero Coupon Note Provisions(Condition 5(c)):(i)

Amortization Yield(Condition
6(c)(ii)):(ii) Day Count Fraction(Condition 5(l)):(iii) Any other formula/basis ofdetermining amount payable:
19. Index Linked Interest Note/othervariable-linked interest Note
Provisions (Condition 5):(i)Index/Formula/other variable:] per cent. per annum[Applicable](If not applicable, delete this entire paragraph and renumber
the remaining paragraphs.)[] per cent. per annum

[

]

[

]

[Applicable](If not applicable, delete this entire paragraph and renumber
the remaining paragraphs.)[give or annex details](ii) Party responsible forcalculating Rate(s) of Interest
and/or Interest Amount(s) (ifnot the Calculation Agent):[](iii) Provisions for determining
Coupon where calculated byreference to Index and/or
Formula and/or other variable:[](iv) Interest Determination
Date(s):[](v) Provisions for determining
Coupon where calculation byreference to Index and/or
Formula and/or other variable
is impossible or impracticableor otherwise disrupted:[](vi) Interest Period(s):[](vii) Specified Interest Payment
Dates:[](viii) Business Day Convention:[Floating Rate Convention/Following Business Day
Convention/Modified Following Business Day
Convention/Preceding Business Day Convention/other (givedetails)]63

(ix) Business Centre(s) (Condition
5(l):

[

(x) Minimum Rate of Interest:[ ] per cent. per annum(xi) Maximum Rate of Interest:[ ] per cent. per annum(xii) Day Count Fraction(Condition 5(l)):
20. Dual Currency Note Provisions(Condition 5(d)):(i)

Rate of Exchange/method of
calculating Rate of Exchange:

[

]

]

[Applicable](If not applicable, delete this entire paragraph and renumber
the remaining paragraphs.)[give details](ii) Party, if any, responsible forcalculating the principal
and/or interest due (if not the
Calculation Agent):[](iii) Provisions applicable where
calculation by reference toRate of Exchange impossible
or impracticable:[](iv) Person at whose option
Specified Currency(ies) is/arepayable:[]PROVISIONS RELATING TO REDEMPTION
21. Call Option (Condition 6(d)):[Applicable](If not applicable, delete this entire paragraph and renumber
the remaining paragraphs.)(i)

Optional Redemption Date(s):[](ii) Optional Redemption
Amount(s) of each Note andmethod, if any, of calculationof such amount(s):[] per Calculation Amount(iii) If redeemable in part:(a)

Minimum Redemption
Amount:[] per Calculation Amount(b)

Maximum Redemption
Amount:[] per Calculation Amount[](iv) Notice period:
22. Put Option (Condition 6(e)):[Applicable](If not applicable, delete this entire paragraph and renumber
the remaining paragraphs.)(i)

Optional Redemption Date(s):[](ii) Optional Redemption
Amount(s) of each Note andmethod, if any, of calculationof such amount(s):[] per Calculation Amount(iii) Notice period:

[

]

64

23. Final Redemption Amount of each
Note (Condition 6):[] per Calculation AmountIn cases where the Final
Redemption Amount is Index
Linked or other variable-linked:(i)Index/Formula/variable:[give or annex details](ii) Party responsible forcalculating the Final
Redemption Amount (if not
the Calculation Agent):[](iii) Provisions for determining
Final Redemption Amountwhere calculated by reference
to Index and/or Formula
and/or other variable:[](iv) Provisions for determining
Final Redemption Amountwhere calculation byreference to Index and/or
Formula and/or other variable
is impossible or impracticableor otherwise disrupted:[](v) Payment Date:[](vi) Minimum Final Redemption
Amount:[] per Calculation Amount(vii) Maximum Final Redemption
Amount:24. Early Redemption Amount(Condition 6(c)):[] per Calculation Amount

Early Redemption Amount(s) per
Calculation Amount payable on
event of default or other early
redemption and/or the method of
calculating the same (if required or
if different from that set out in theConditions):[]

GENERAL PROVISIONS APPLICABLE TO THE NOTES
25. Form of Notes (Condition 1(a)):
Bearer Notes:[Temporary Global Note exchangeable for a Permanent
Global Note on the Exchange Date][Temporary Global Note exchangeable for individual
Definitive Bearer Notes on Exchange Date](This option shall not be applicable if Notes may be issued inamounts of a minimum Specified Denomination and integral
multiples of a specified amount in excess thereof. Refer toparagraph 6.)
Exchange Date in respect of Temporary Global Note: [ ]65Registered Notes:[Global Registered Certificate available on Issue Date][Individual Definitive Registered Certificates available on
Issue Date]
Fed Bookentry Notes:
Fed Bookentry Notes available on Issue Date:
26. New Global Note:[Yes] [No]27. Financial Centre(s) or other special
provisions relating to payment
dates (Condition 7(h)):[Not Applicable/give details. Note that this paragraph relates
to the date and place of payment, and not interest period end
dates, to which sub-paragraphs 16(ii), 17(v) and 19(ix)relate]28. Talons for future Coupons or
Receipts to be attached toDefinitive Notes (and dates on
which such Talons mature)(Condition 7(g)):[Yes/No. If yes, give details]

29. Unmatured Coupons to become
void (Condition 7(f)):[Yes/No]

30. Details relating to Partly-paid
Notes: amount of each payment
comprising the Issue Price and dateon which each payment is to bemade and consequences (if any) of
failure to pay, including any rightof IBRD to forfeit the Notes andinterest due on late payment:[Not Applicable/give details]

31. Details relating to instalment
Notes: amount of each instalment,
date on which each payment is to
be made:[Not Applicable/give details of Instalment Amount]

32. Redenomination, renominalization
and reconventioning provisions:[Not Applicable/The following provisions apply: [__]]

33. Consolidation provisions:[Not Applicable/The following provisions apply: [__]]

34. Governing law (Condition 14):

[New York/English/other]

35. Other final terms:[Not Applicable/give details]

DISTRIBUTION
36. (i) If syndicated, names ofManagers and underwriting
commitments:[Not Applicable/give names and underwriting commitments](ii) Stabilizing Manager(s) (ifany):
37. If non-syndicated, name of Dealer:(Include names of entities agreeing to underwrite the issue ona firm commitment basis and names of the entities agreeing
to place the issue without a firm commitment or on a “bestefforts” basis if such entities are not the same as theManagers.)[Not Applicable/give name(s)][Not Applicable/give name]66

38. Total commission and concession:[

39. Additional selling restrictions:[Not Applicable/give details]

OPERATIONAL INFORMATION
40. ISIN Code:[]

41. Common Code:[]

42. CUSIP:[]

43. CINS:[]

44. Any clearing system(s) other thanEuroclear Bank S.A./N.V.,
Clearstream Banking, société
anonyme and The Depository Trust
Company and the relevant
identification number(s):[Not Applicable/give name(s) and number(s)[ andaddress(es)]]

45. Delivery:

Delivery [against/free of] payment

46. Registrar and Transfer Agent (if
any):

[

]

47. Additional Paying Agent(s) (if
any):

[

]

48. Intended to be held in a manner
which would allow Eurosystemeligibility:[Yes] [No] [Not Applicable]] per cent. of the Aggregate Nominal Amount[Bookentry system of the Federal Reserve Banks][Note that the designation “yes” simply means that the Notes
are intended upon issue to be deposited with one of the
ICSDs as common safekeeper and does not necessarily meanthat the Notes will be recognized as eligible collateral forEurosystem monetary policy and intra-day credit operations
by the Eurosystem either upon issue or at any or all times
during their life. Such recognition will depend upon the ECB
being satisfied that Eurosystem eligibility criteria have beenmet.][Include this text if “Yes” selected in which case theNotes must be issued in New Global Note form][GENERAL INFORMATIONIBRD’s most recent Information Statement was issued on [●].][SUPPLEMENTAL PROSPECTUS INFORMATIONThe Prospectus is hereby supplemented with the following information, which shall be deemed to beincorporated in, and to form part of, the Prospectus.
[Set out here any additional disclosure regarding, for example, taxation or exchange rate movements,
which is considered necessary for the particular issue.]][LISTING APPLICATION
These Final Terms comprise the final terms required for the admission to the Official List of the
Luxembourg Stock Exchange and to trading on the Luxembourg Stock Exchange’s regulated market of theNotes described herein issued pursuant to the Global Debt Issuance Facility of International Bank for
Reconstruction and Development.]

67

RESPONSIBILITY
IBRD accepts responsibility for the information contained in these Final Terms.
Signed on behalf of IBRD:
By:...........................................................
Name:
Title:
Duly authorized

68

INTERNATIONAL BANK FOR
RECONSTRUCTION AND DEVELOPMENT
1818 H Street, NW
Washington, DC 20433
U.S.A.

FISCAL AGENT
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045
U.S.A.

GLOBAL AGENT, PAYING AGENT,REGISTRAR AND TRANSFER AGENT
Citibank, N.A., London Branch
21st Floor, Citigroup Centre
Canada Square, Canary Wharf
London E14 5LB
England

LUXEMBOURG LISTING AGENT
BNP Paribas Securities Services, Luxembourg Branch
33, rue de Gasperich, Howald-Hesperange
Luxembourg, L-2085
Luxembourg

LEGAL ADVISERS TO THE DEALERS
As to United States law
As to English law
Sullivan & Cromwell LLP
1701 Pennsylvania Avenue, NW
Washington, DC 20006
U.S.A.

Linklaters LLP
1345 Avenue of the Americas
New York, NY 10105
U.S.A.