exv4w1






Exhibit 4.1




Dated [•], 2008




KfW

as Issuer




and




DEUTSCHE BANK AKTIENGESELLSCHAFT

as registrar and paying agent

in respect of the Issuer’s global bonds denominated in Euro and

global notes in currencies other than U.S. dollars, Euro or and Canadian dollars




and




DEUTSCHE BANK TRUST COMPANY AMERICAS

c/o DEUTSCHE BANK NATIONAL TRUST COMPANY

as registrar and paying agent

in respect of the Issuer’s global notes denominated in U.S. dollars and Canadian dollars




 






AMENDED AND RESTATED

AGENCY AGREEMENT




 






HENGELER MUELLER

Frankfurt am Main





 









 








THIS AGREEMENT is made on [•], 2008 BETWEEN:





	(1)	 	KfW (the “Issuer”),
	 
	(2)	 	DEUTSCHE BANK AKTIENGESELLSCHAFT (“Deutsche Bank”), and
	 
	(3)	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, c/o DEUTSCHE BANK NATIONAL TRUST COMPANY (“DBTCA”).





WHEREAS:





	(A)	 	The Issuer, Deutsche Bank and DBTCA have entered into an Agency Agreement dated January 16,
2003 as amended and restated by Amended and Restated Agency Agreements dated October 7, 2004,
December 16, 2004, December 15, 2006 and September 14, 2007 (together, as so amended, the
“Agency Agreement”) recording the arrangements between them in relation to the offering and
selling from time to time of global notes by the Issuer denominated in Euro (“Euro-Bonds”),
U.S. dollars (“USD-Notes”), Canadian dollars (“CAD-Notes”) and any currency other than U.S.
dollars, Euro or Canadian dollars (the “Designated Currencies”) as designated from time to
time in the Conditions applicable to a particular issue of Notes (the “Designated
Currency-Notes”).
	 
	(B)	 	The Issuer wishes to engage Deutsche Bank as registrar and paying agent in respect of its
Euro-Bonds and Designated Currency-Notes, and DBTCA to act in a similar capacity in respect of
its USD-Notes and its CAD-Notes.
	 
	(C)	 	The parties hereto wish to record the relevant arrangements made between them in respect of
said functions of Deutsche Bank and DBTCA and to amend and restate the Agency Agreement as set
out herein.





IT IS HEREBY AGREED as follows:





	1.	 	AMENDMENT AND RESTATEMENT; CERTAIN DEFINITIONS AND INTERPRETATION
	 
	1.1	 	The parties hereto agree that, with effect from the date hereof, the Agency Agreement shall
for all purposes be amended and restated by this Agreement; provided, however, that the agency
agreement dated December 15, 2006 shall be applicable if so provided in the relevant
Supplemental Agency Agreement.
	 
	1.2	 	The following terms shall, unless the context otherwise requires, have the respective
meanings indicated below:
	 
	 	 	“Agent(s)” means the Euro Registrar, the Euro Paying Agent, the Registrar for Designated
Currency-Notes, the Paying Agent for Designated Currency-Notes, the U.S. Registrar, the
U.S. Paying Agent, the CAD Registrar, the CAD Paying Agent, the Calculation Agent (if
applicable), the Determination Agent (if applicable) and the Exchange Rate Agent (if
applicable).
	 
	 	 	“Calculation Agent”, if applicable, means the Relevant Paying Agent in its capacity as
calculation agent in respect of the Notes or any other calculation agent appointed by the
Issuer in accordance with this Agency Agreement.
	 
	 	 	“Clearing System(s)” means Clearstream Banking AG, Frankfurt am Main (also known as CBF),
Euroclear Bank SA/NV (also known as Euroclear), Clearstream Banking, société anonyme,
Luxembourg (also known as CBL and together with Euroclear the “ICSDs”), and The Depositary
Trust Company (also known as DTC) as the case may be; and “Relevant Clearing System” means,
in the case of Euro-Bonds, CBF and DTC, in the case of Designated Currency-Notes, the ICSDs
and DTC, and in the case of USD-Notes and CAD-Notes, DTC.




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	 	 	“Conditions” means the terms and conditions applicable to a particular issue of Euro-Bonds,
Designated Currency-Notes, USD-Notes or CAD-Notes, forming part of the Global
Certificate(s), and “Master Conditions” means the forms of the terms and conditions set out
in Schedule 1A (in respect of Euro-Bonds), Schedule 1B (in respect of
Designated Currency-Notes), Schedule 1C (in respect of USD-Notes), and
Schedule 1D (in respect of CAD-Notes) attached hereto.
	 
	 	 	“Determination Agent”, if applicable, means any determination agent appointed by the
Issuer in accordance with this Agency Agreement.
	 
	 	 	“Exchange Rate Agent”, if applicable, means Deutsche Bank in its capacity as exchange rate
agent for the purpose of converting the Conversion Amount into U.S. dollars (i) in the
cases of Euro-Bonds and Designated Currency-Notes, where DTC-Holders do not elect to
receive payments in Euro or the Designated Currency, as applicable, and (ii) in the cases
of CAD-Notes where Holders do not elect to receive payments in Canadian dollars, or any
other exchange rate agent that the Issuer may appoint in accordance with this Agency
Agreement.
	 
	 	 	“Frankfurt Business Day” means any day (other than a Saturday or Sunday) on which credit
institutions are open for business in Frankfurt am Main.
	 
	 	 	“Global Certificate” means each of the CBF Global Certificate and the DTC Global
Certificate representing a particular issue of Euro-Bonds; the ICSD Global Certificate and
the DTC Global Certificate representing a particular issue of Designated Currency-Notes;
and the Global Certificate representing a particular issue of USD-Notes or CAD-Notes. A
Global Certificate kept in custody for DTC representing a particular issue of Euro-Bonds,
Designated Currency-Notes, USD-Notes or CAD-Notes, as the case may be, may consist of one
or more global certificates to the extent required by the rules and procedures of DTC. In
the event that more than one global certificate is required, each such global certificate
shall be identical except for the principal amount thereof and any identifying notations.
References herein to “Global Certificate kept in custody for DTC” include, if applicable,
any such multiple global certificates.
	 
	 	 	“Master Global Certificates” means the forms of Global Certificates set out in
Schedule 2A (in respect of Euro-Bonds), Schedule 2B (in respect of
Designated Currency-Notes), Schedule 2C (in respect of USD-Notes) and Schedule
2D (in respect of CAD-Notes) attached hereto.
	 
	 	 	“New York Business Day” means any day other than a Saturday or Sunday, that is neither a
legal holiday nor a day on which commercial banks are authorized or required by law,
regulation or executive order to close in New York.
	 
	 	 	“Note(s)” means any of the Euro-Bonds, the Designated Currency-Notes, the USD-Notes or the
CAD-Notes, or all of them.
	 
	 	 	“Paying Agent(s)” means any of the Euro Paying Agent, the Paying Agent for Designated
Currency-Notes, the U.S. Paying Agent or the CAD Paying Agent, or all of them, and
“Relevant Paying Agent” means the Paying Agent who acts as Paying Agent for a particular
issue of Notes.
	 
	 	 	“Registrar(s)” means any of the Euro Registrar, the Registrar for Designated
Currency-Notes, the U.S. Registrar or the CAD Registrar, or all of them, and “Relevant
Registrar” means the Registrar who acts as Registrar for a particular issue of Notes.
	 
	 	 	“Supplemental Agency Agreement” means an agreement in or substantially in the form of
Schedule 3 attached hereto (or in such other form as the parties thereto may agree)
which shall be supplemental to this Agreement.
	 
	1.3	 	Terms not defined in this Agreement shall have the same meanings as in the Master Conditions.
Any reference herein to “Frankfurt” shall be a reference to Frankfurt am Main,




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	 	 	Federal Republic of Germany (“Germany”) and any reference herein to “New York” shall be a
reference to The City of New York in the State of New York, United States of America
(“USA”). Any reference herein to the “Principal Financial Centre of the Designated
Currency” shall be a reference to the principal financial centre of the country issuing the
Designated Currency if and to the extent so specified in § 5(4) of the Conditions of the
relevant Designated Currency-Notes.
	 
	2.	 	APPOINTMENTS 
	 
	2.1	 	The Issuer hereby appoints:






	 	2.1.1	 	Deutsche Bank to act as Registrar and Paying Agent in respect of Euro-Bonds
of the Issuer (in such respective capacities the “Euro Registrar” and the “Euro Paying
Agent”);
	 
	 	2.1.2	 	Deutsche Bank to act as Registrar and Paying Agent in respect of Designated
Currency-Notes of the Issuer (in such respective capacities, the “Registrar for
Designated Currency-Notes” and the “Paying Agent for Designated Currency-Notes”);
	 
	 	2.1.3	 	DBTCA to act as Registrar and Paying Agent in respect of USD-Notes of the
Issuer (in such respective capacities, the “U.S. Registrar” and the “U.S. Paying
Agent”) and, to the extent required by law, Deutsche Bank to act as additional Paying
Agent;
	 
	 	2.1.4	 	DBTCA to act as Registrar and Paying Agent in respect of CAD-Notes of the
Issuer (in such respective capacities, the “CAD Registrar” and the “CAD Paying Agent”)
and, to the extent required by law, Deutsche Bank to act as additional Paying Agent;






	2.2	 	Deutsche Bank and DBTCA hereby accept their respective appointments, and agree to act in such
capacities, on the terms and conditions set out in this Agency Agreement, the Conditions of
the relevant Notes and any Supplemental Agency Agreement.
	 
	2.3	 	Deutsche Bank agrees to perform its obligations hereunder through DBTCA, to the extent that
this is necessary or appropriate in order to make payments to, or to the order of, the
Registered Holder of the DTC Global Certificate.
	 
	2.4	 	Where Notes are intended to be listed on the Luxembourg Stock Exchange, Deutsche Bank agrees
to procure the appointment of a Luxembourg listing and paying agent (for as long as such
appointment is required by the rules of the Luxembourg Stock Exchange).
	 
	3.	 	SUPPLEMENTAL AGENCY AGREEMENTS; THE NOTES
	 
	3.1	 	On or before the Closing Date (as defined in Clause 3.2) for any issue of Notes, the Issuer
and the Relevant Agent shall enter into a Supplemental Agency Agreement subjecting such Notes
to the provisions of this Agency Agreement and appointing any additional Agent as the case may
be. The form(s) of the Global Certificate(s) and of the Conditions applicable to the Notes
shall be appended to the Supplemental Agency Agreement.
	 
	3.2	 	Any issue of Notes will be represented by one or more Global Certificates as shall be
specified in the Conditions. The Conditions shall be attached to, or endorsed upon, each
Global Certificate. Each Global Certificate shall be signed manually by two authorized
representatives of the Issuer and dated the date for payment of the net subscription amount
for the Notes to the Issuer (the “Closing Date”). Each Global Certificate shall be
authenticated manually by or on behalf of the Relevant Registrar.
	 
	3.3	 	The parties expect that the Global Certificate(s) and the Conditions will generally be
substantially in the form of the Master Global Certificates and the Master Conditions.




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	4.	 	ISSUANCE OF NOTES
	 
	4.1	 	Upon the conclusion of any subscription agreement for the issuance of any Notes, the Issuer
shall deliver to Deutsche Bank for authentication the Global Certificate(s) executed on behalf
of the Issuer in relation to a specific issuance. In respect of USD-Notes, CAD-Notes and the
DTC Global Certificate in case of Euro-Bonds and Designated Currency-Notes, Deutsche Bank
shall hold the Global Certificate(s) in escrow for on-ward delivery to DBTCA. In respect of
the CBF Global Certificate in case of Euro-Bonds, the Issuer shall deliver the authenticated
CBF Global Certificate directly to CBF, unless otherwise agreed with Deutsche Bank.
	 
	4.2	 	The Relevant Registrar, as the case may be, shall hold in safe custody all unauthenticated
Global Certificates delivered to it in accordance with Subsection 4.1 above and shall ensure
that the same are authenticated and delivered only in accordance with the terms hereof and, if
applicable, the relevant Global Certificate(s).
	 
	4.3.	 	The Relevant Registrar is authorized by the Issuer to authenticate such Global Certificate as
may be required hereunder by the signature of any person duly authorized for such purpose by
such Registrar.
	 
	4.4	 	In respect of USD-Notes, CAD-Notes and the DTC Global Certificate in case of Euro-Bonds and
Designated Currency-Notes, DBTCA will act as custodian for DTC.
	 
	5.	 	PAYING AGENCY
	 
	5.1	 	In order to provide for the payment of the principal of, and interest on, the Notes, as such
payment shall become due and payable the Issuer shall:






	 	5.1.1	 	in the case of Euro-Bonds pay to the Euro Paying Agent the amount in Euro of
interest on, or principal of, all the Notes outstanding or maturing on such due date
in same day funds by 10.00 a.m. in Frankfurt on each payment date to such account at
such bank in Frankfurt as the Euro Paying Agent may specify;
	 
	 	5.1.2	 	in the case of USD-Notes pay to the U.S. Paying Agent the amount in USD of
interest on, or principal of, all the Notes outstanding or maturing on such due date
in same day funds by 10.00 a.m. in New York on each payment date to such account at
such bank in New York as the U.S. Paying Agent may specify;
	 
	 	5.1.3	 	in the case of CAD-Notes pay to the CAD Paying Agent the amount in CAD of
interest on, or principal of, all the Notes outstanding or maturing on such due date
in same day funds by 10.00 a.m. in New York on each payment date to such account at
such bank in New York as the CAD Paying Agent may specify;
	 
	 	5.1.4	 	in the case of Designated Currency-Notes pay to the Paying Agent for
Designated Currency-Notes the amount in the Designated Currency of interest on, or
principal of, all the Notes outstanding or maturing on such due date in same day funds
by 10.00 a.m. in the Principal Financial Centre of the Designated Currency or such
other time as may be specified by the Paying Agent for Designated Currency-Notes with
three Frankfurt and New York Business Days prior notice to the Issuer on each payment
date to such account at such bank in the Principal Financial Centre of the Designated
Currency as the Paying Agent for Designated Currency-Notes may specify.






	 	 	The Issuer hereby authorizes and directs the Relevant Paying Agent, from the amounts so
paid to it to make payment of the principal of, and interest on, the Notes, as specified in
Clause 5.2 below, on the relevant payment date as set forth in the Conditions.
	 
	5.2	 	The Relevant Paying Agent shall give payment instructions by facsimile or authenticated SWIFT
message to the Issuer not later than five Frankfurt Business Days prior to each payment date
stating the amount of principal and/or interest payable by the Issuer on the payment date and
the account and bank to which payment is to be made.




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	5.3	 	Out of the sums paid to the Euro Paying Agent in respect of interest and principal on the
Euro-Bonds, the Euro Paying Agent shall make payment to CBF in Euro and through DBTCA to, or
to the order of, the Registered Holder of the DTC Global Certificate, as stipulated in Clause
10.1 and 10.2 below, in the amounts specified in the payment provisions of the Conditions.
The Euro Paying Agent shall obtain from the Euro Registrar, and such Registrar shall supply,
such details as are required for the Euro Paying Agent to make payment as stated above.
	 
	 	 	Out of the sums paid to the Paying Agent for Designated Currency-Notes in respect of
interest and principal on the Designated Currency-Notes, such Paying Agent shall make
payments to, or to the order of, the Registered Holder of the ICSD Global Certificate in
the designated currency and to, or to the order of, the Registered Holder of the DTC Global
Certificate, as stipulated in Clause 10.3 and 10.4 below, in the amounts specified in the
payment provisions of the Conditions. The Paying Agent for Designated Currency-Notes shall
obtain from the Registrar for Designated Currency-Notes, and such Registrar shall supply,
such details as are required for the Paying Agent for Designated Currency-Notes to make
payments as stated above.
	 
	 	 	Out of the sums paid to the U.S. Paying Agent in respect of interest and principal on the
USD-Notes, the U.S. Paying Agent shall make payment to, or to the order of, the Registered
Holder of the Global Certificate as specified in the Conditions.
	 
	 	 	Out of the sums paid to the CAD Paying Agent in respect of interest and principal on the
CAD-Notes, the CAD Paying Agent shall make payment to, or to the order of, the Registered
Holder of the Global Certificate, as stipulated in Clause 10.5 and 10.6 below, in the
amounts specified in the payment provisions of the Conditions.
	 
	 	 	If for any reason (other than negligence or willful misconduct on the part of the Relevant
Paying Agent or its officers, employees or agents) the Relevant Paying Agent does not, by
the time specified in Clause 5.1, receive unconditionally the full amount payable by the
Issuer on the relevant payment date in respect of all the outstanding Notes, the Relevant
Paying Agent shall forthwith notify the Issuer by facsimile and shall not be bound to make
any payment of principal or interest in respect of the Notes until it has received to its
order the full amount of the moneys then due and payable in respect of all the outstanding
Notes, provided, however, that if the Relevant Paying Agent shall, in its discretion, make
any payment of principal or interest on or after the payment date therefore in respect of
the Notes prior to its unconditional receipt of the full amount payable in respect of all
outstanding Notes, the Issuer will promptly pay such amount to the Relevant Paying Agent
and shall compensate the Relevant Paying Agent at an agreed-upon rate for the use of such
funds.
	 
	5.4	 	Without prejudice to the obligations of the Issuer to make payments in accordance with the
provisions of Clause 5.1, if payment of the appropriate amount shall be made by or on behalf
of the Issuer later than the time specified in Clause 5.1, but otherwise in accordance with
the provisions thereof, the Relevant Paying Agent shall forthwith give notice to the Relevant
Clearing System that it has received such amount. Promptly after the receipt of the
appropriate amount the Relevant Paying Agent shall make or cause to be made payments as
provided in Clauses 5.1, 5.2 and 5.3.
	 
	5.5	 	If the Issuer should default in the payment of principal under the Notes, the Relevant Paying
Agent agrees, upon consultation with the Issuer, to calculate the default rate of interest,
from time to time applicable, referred to in the interest provisions of the Conditions.
	 
	5.6	 	In respect of monies paid to it relating to any Notes, the Relevant Paying Agent






	 	5.6.1	 	shall not be entitled to exercise any lien, right of set-off or similar claim, and
	 
	 	5.6.2	 	shall not be liable for interest thereon.




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	5.7	 	All payments by the Relevant Paying Agent hereunder shall be made without the Relevant Paying
Agent charging any commission, fee or cost to the Relevant Clearing System or to any Holder,
except as expressly provided for in the payment provisions of the Conditions.
	 
	5.8	 	The Relevant Paying Agent shall maintain records of all payments made in respect of the Notes
and shall make such records available to the Issuer upon reasonable request.
	 
	6.	 	PUBLICATION OF NOTICES AND DOCUMENTS FOR INSPECTION 
	 
	6.1	 	On behalf and at the request and expense of the Issuer, the Relevant Paying Agent shall cause
to be published any notices and give any notices to the Relevant Clearing System required to
be given by the Issuer in accordance with the Conditions.
	 
	6.2	 	The Issuer shall provide the Relevant Paying Agent at the time agreed with the Relevant
Paying Agent from time to time with a copy of all notices in final form (prior to publication)
to be issued in connection with the Notes.
	 
	6.3	 	The Issuer shall provide to the Relevant Paying Agent sufficient copies of all documents
required by the Conditions to be available for issue or inspection, and the Relevant Paying
Agent shall make such copies available to Holders upon their request.
	 
	7.	 	EARLY REDEMPTION AND REPAYMENT OF NOTES
	 
	7.1	 	If the Issuer decides to redeem any outstanding Notes prior to their Maturity Date in
accordance with the Conditions, it shall give notice of such decision to the Relevant Paying
Agent not later than 3.00 p.m., Frankfurt time, on the fifth Frankfurt Business Day
immediately preceding the date on which the notice shall be published in accordance with the
Conditions. The Relevant Paying Agent shall publish and deliver to the Relevant Clearing
System such notice not later than three Frankfurt Business Days immediately preceding such
date.
	 
	7.2	 	The Relevant Paying Agent shall, upon receipt of any repayment notice by the Registered
Holder of the Global Certificate(s) representing Notes the Conditions of which provide for
repayment at the option of the Holders, notify forthwith the Issuer thereof. The Relevant
Paying Agent shall, upon payment by the Issuer of the applicable repayment price, together
with accrued interest to the applicable repayment date, cancel the Notes in accordance with
Clause 8.
	 
	8.	 	CANCELLATION OF NOTES
	 
	8.1	 	Promptly upon the Issuer’s request, the Relevant Registrar shall take all measures necessary
to cancel any Notes which the Issuer has repurchased or whose maturity has been accelerated
pursuant to the Conditions and which the Issuer has transferred for that purpose to the
Registrar’s account with the Relevant Clearing System. The Relevant Registrar shall cause any
such Notes (i) when represented by a CBF Global Certificate, to be cancelled in accordance
with the procedures established for that purpose by CBF, resulting in a decrease in the
aggregate amount of Notes represented by such CBF Global Certificate by the aggregate amount
of Notes so cancelled, (ii) when represented by a ICSD Global Certificate, to be cancelled in
accordance with the procedures established for that purpose by the ICSDs, resulting in a
decrease in the aggregate amount of Notes represented by such ICSD Global Certificate by the
aggregate amount of Notes so cancelled, and (iii) when represented by a Global Certificate in
the case of USD-Notes and CAD-Notes , or a DTC Global Certificate in the case of Euro-Bonds or
Designated Currency-Notes, respectively, to be cancelled in accordance with the procedures
established for that purpose by DTC, resulting in a decrease in the aggregate amount of Notes
represented by such Global Certificates by the aggregate amount of Notes so cancelled.
	 
	8.2	 	On the same day such cancellation is effected, the Relevant Registrar shall record such
cancellation of Notes on the Register in such a way that the aggregate amount of Notes




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	 	 	cancelled at any time together with the aggregate principal amount of Notes then
outstanding and represented by the Global Certificate shall equal the aggregate principal
amount of Notes originally issued by the Issuer.
	 
	8.3	 	The Relevant Registrar shall furnish the Issuer within ten Frankfurt Business Days from the
date of such cancellation with a certificate of cancellation signed by an authorized officer
confirming cancellation of such Notes and the corresponding decrease of the relevant Global
Certificate.
	 
	9.	 	DUTIES OF THE REGISTRAR
	 
	9.1	 	Each of the Euro Registrar and the Registrar for Designated Currency-Notes shall maintain the
Register pertaining to Euro-Bonds and Designated Currency-Notes, as the case may be, in
Frankfurt, the U.S. Registrar and the CAD Registrar shall maintain the Register pertaining to
USD-Notes and CAD-Notes in New York, in each case in accordance with the Conditions and
subject to reasonable market practice. The respective Register shall show the aggregate amount
of Notes represented by each Global Certificate at the date of issue and all subsequent
transfers and exchanges involving a change in such amounts and the names of the Relevant
Clearing System or its nominee (each a “Payee”). In accordance with reasonable practice, on
the first Frankfurt Business Day after the Record Date for any interest payment on the
Euro-Bonds or the Designated Currency-Notes, as the case may be, the Relevant Registrar shall
send the payment details in respect of the Payee and the accounts to which transfers should be
made to the Relevant Paying Agent. On the first New York Business Day after the Record Date
for any interest payment on the USD-Notes or the CAD-Notes, the Relevant Registrar shall send
the payment details in respect of the Payee and the respective accounts to which transfers
should be made to the Relevant Paying Agent.
	 
	9.2	 	Transfers or exchanges of Euro-Bonds will be made in accordance with the Conditions, the
procedures established for this purpose between CBF, DTC and the Euro Registrar, and CBF’s and
DTC’s regulations applicable to such transfers or exchanges. Any such transfer or exchange
which results in a change to the principal amount of Euro-Bonds held through CBF and DTC,
respectively, is required to be notified by CBF and DTC to the Euro Registrar as a transfer
from one Global Certificate to the other. The Euro Registrar shall enter promptly details of
the transfer or exchange in the Register pertaining to the Euro-Bonds, which entry shall,
without further action, cause the principal amount of each Global Certificate to be amended
accordingly.
	 
	9.3	 	Transfers or exchanges of Designated Currency-Notes will be made in accordance with the
Conditions, the procedures established for this purpose between the ICSDs, DTC and the
Registrar for Designated Currency-Notes, and the ICSDs’ and DTC’s regulations applicable to
such transfers or exchanges. Any such transfer or exchange which results in a change to the
principal amount of Designated Currency-Notes held through the ICSDs and DTC, respectively, is
required to be notified by the ICSDs and DTC to the Registrar for Designated Currency-Notes as
a transfer from one Global Certificate to the other. The Registrar for Designated
Currency-Notes shall enter promptly details of the transfer or exchange in the Register
pertaining to the Designated Currency-Notes, which entry shall, without further action, cause
the principal amount of each Global Certificate to be amended accordingly.
	 
	9.4	 	Each of the Euro Registrar and the Registrar for Designated Currency-Notes shall ensure that
no transfers or exchanges of Euro-Bonds or Designated Currency-Notes, as the case may be,
shall take place during the period commencing on the Record Date and ending on the related
payment date (both dates inclusive) as provided in the Conditions.
	 
	9.5	 	Each Registrar shall at all reasonable times during office hours make the relevant Register
available to the Issuer and the Paying Agent or any person authorized by either of them for
inspections and for the taking of copies thereof or extracts therefrom, and the Registrar
shall deliver to such persons information contained in the Register or relating to the Notes
as they may reasonably request.




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	10.	 	PAYMENTS TO DTC HOLDERS IN RESPECT OF EURO-BONDS OR DESIGNATED CURRENCY-NOTES AND
PAYMENTS TO HOLDERS OF CAD-NOTES 
	 
	10.1	 	All amounts of principal and interest due in respect of the Euro-Bonds which are represented
by the DTC Global Certificate (each a “DTC EUR Amount”) shall be paid in U.S. dollars (each
such payment being referred to herein as a “Dollar Payment”), unless DTC has advised that the
relevant Holder has made an effective election to receive all or a portion of its payment in
Euro outside DTC (each a “Euro Payment”) in accordance with the procedures described in the
payment provisions of the Conditions.
	 
	10.2	 	The Euro Paying Agent shall, from each DTC EUR Amount received by it, make Dollar Payments
and Euro Payments in accordance with the payment provisions of the Conditions.
	 
	10.3	 	All amounts of principal and interest due in respect of the Designated Currency-Notes which
are represented by the DTC Global Certificate (each a “DTC Designated Currency Amount”) shall
be paid in U.S. dollars (each such payment being referred to herein as a “Dollar Payment”),
unless DTC has advised that the relevant Holder has made an effective election to receive all
or a portion of its payment in the Designated Currency outside DTC (each a “Designated
Currency Payment”) in accordance with the procedures described in the payment provisions of
the Conditions.
	 
	10.4	 	The Paying Agent for Designated Currency-Notes shall, from each DTC Designated Currency
Amount received by it, make Dollar Payments and Designated Currency Payments in accordance
with the payment provisions of the Conditions.
	 
	10.5	 	All amounts of principal and interest due in respect of the CAD-Notes (each a “CAD Amount”)
shall be paid in U.S. dollars (each such payment being referred to herein as a “Dollar
Payment”), unless DTC has advised that the relevant Holder has made an effective election to
receive all or a portion of its payment in Canadian dollars outside DTC (each a “CAD Payment”)
in accordance with the procedures described in the payment provisions of the Conditions.
	 
	10.6	 	The CAD Paying Agent shall, from each CAD Amount received by it, make Dollar Payments and CAD
Payments in accordance with the payment provisions of the Conditions.
	 
	11.	 	FURTHER DUTIES OF THE ISSUER




If the Issuer is, in respect of any payment, required to withhold or deduct any amount for or on
account of taxes or duties of whatever nature as specifically contemplated under the Conditions,
the Issuer shall give notice thereof to the Relevant Paying Agent as soon as it becomes aware of
the requirement to make such withholding or deduction and shall give to the Relevant Paying Agent
such information as it shall require to enable it to comply with such requirement.





	12.	 	APPOINTMENT AND DUTIES OF THE EXCHANGE RATE AGENT 
	 
	12.1	 	Deutsche Bank shall act as Exchange Rate Agent in respect of a specific issuance of Notes for
which an Exchange Rate Agent is needed, unless another institution is appointed as Exchange
Rate Agent in respect of such issuance in accordance with the Conditions. The Relevant Paying
Agent shall inform the Exchange Rate Agent in a timely manner before any date on which a
conversion is required to be made, taking into consideration the Conditions.
	 
	12.2	 	Notwithstanding the Relevant Paying Agent’s obligations with respect to the conversion of the
Conversion Amount pursuant to the Conditions, the Exchange Rate Agent shall in respect of each
issuance of Notes in relation to which it is appointed act as agent for the Relevant Paying
Agent and perform such determinations and calculations as specified in the Conditions.






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	13.	 	APPOINTMENT AND DUTIES OF THE CALCULATION AGENT
	 
	13.1	 	The Calculation Agent in respect of a specific issuance of Notes shall act in accordance with
the Conditions. If the Relevant Paying Agent shall act as Calculation Agent, such fact will
be indicated in the Supplemental Agency Agreement. The Issuer will notify the Calculation
Agent by forwarding the applicable pricing prospectus according to the time-line agreed with
the Calculation Agent.
	 
	13.2	 	Subject to Clause 13.4, the Calculation Agent shall in respect of each issuance of Notes in
relation to which it is appointed as such:






13.2.1 obtain such quotes and rates and/or make such determinations, calculations,
adjustments and notifications as may be required to be made by it as specified in the
Conditions;




13.2.2 maintain a record of all quotations obtained by it and of all amounts, rates and
other items determined or calculated by it and make such record available for
inspection at all reasonable times during normal business hours by the Issuer and the
Relevant Paying Agent; and




13.2.3 shall communicate to the Relevant Paying Agent in a timely manner the determinations
and calculations made by such Calculation Agent in respect of such Notes.




	13.3	 	If the Calculation Agent is unable for any reason to perform the duties specified in
Clause 13.2.1 above, it shall forthwith notify the Issuer and the Relevant Paying Agent of
such fact.
	 
	13.4	 	If the Issuer has appointed a Determination Agent with respect to which the Calculation Agent
is appointed, the determinations made by such Determination Agent in respect of the bases
(such as interest rates, conversion rates, prices, indices or otherwise) for the calculations
to be made by such Calculation Agent communicated by the Determination Agent to the
Calculation Agent shall be binding on the Calculation Agent.
	 
	14.	 	CONDITIONS OF APPOINTMENT
	 
	14.1	 	The obligations of the Agents hereunder shall be several, and not joint.
	 
	14.2	 	The Issuer will pay to the Agents a remuneration for all services rendered by the Agents in
connection with the Notes and reimburse the Agents for the expenses incurred in connection
with their appointment or the exercise of their powers and duties hereunder; all as separately
agreed upon by the Agents and the Issuer.
	 
	14.3	 	The Issuer will indemnify and hold harmless each of the Agents against any loss, liability or
expense which it may incur or which may be made against it arising out of or in connection
with its appointment or the exercise of its power and duties hereunder, except such as may
result from such Agent’s own negligence or willful misconduct or that of its officers,
employees or agents.
	 
	14.4	 	Each Agent will indemnify and hold harmless the Issuer against any loss, liability or expense
incurred by the Issuer resulting from the negligence or willful misconduct on the part of such
Agent (or such Agent’s officers, employees or agents) and arising out of or in connection with
such Agent’s duties hereunder.
	 
	14.5	 	The indemnity provisions under Clauses 14.3 and 14.4 shall survive the termination or expiry
of this Agreement.
	 
	14.6	 	Any Agent may consult with legal and other professional advisers selected in good faith and
satisfactory to it, and the legal or other professional opinion of such advisers, as the case
may




10









 






	 	 	be, shall be full and complete protection in respect of any action taken, omitted or
suffered hereunder in good faith and in accordance with such opinion.
	 
	14.7	 	Each of the Agents shall be protected and shall incur no liability for or in respect of any
action taken, omitted or suffered in reliance upon any instruction or communication from the
Issuer or any document reasonably believed by it to be genuine and to have been delivered,
signed or sent by the proper party or parties, except as may result from its own negligence or
willful misconduct or that of its officers, employees or agents.
	 
	14.8	 	In acting hereunder and in connection with the Notes, the Agents do not assume any
relationship of agency or trust for the Holders, and shall not have any obligation towards
them; except that all funds held by the Paying Agent for payment of principal of or interest
on the Notes shall be held exclusively for the benefit of and for payment to the Holders, but
need not be segregated from other funds, except as required by law and as set forth herein and
in the Conditions, and shall be applied as set forth herein and in the Conditions.
	 
	14.9	 	Nothing herein shall be deemed to require any Agent to advance its own funds in the
performance of its duties hereunder.
	 
	15.	 	CHANGES IN AGENTS
	 
	15.1	 	The Issuer may terminate the appointment of any Agent at any time by giving to the relevant
Agent at least 30 days’ written notice to that effect specifying the date on which such
removal shall become effective.
	 
	15.2	 	Any Agent may resign at any time by giving the Issuer at least 45 days’ written notice to
that effect specifying the date on which such resignation shall become effective.
	 
	15.3	 	No removal under Clause 15.1 or resignation under Clause 15.2 shall take effect until a
successor Agent has been appointed by the Issuer and such Agent has accepted such appointment.
A successor Agent shall be appointed by the Issuer by an instrument in writing given to the
successor Agent. The Issuer will inform the superseded Agent in written form about its
successor Agent immediately after the appointment of a successor Agent and acceptance by the
latter of such appointment. Upon the appointment of such successor Agent, the acceptance by it
of such appointment and the expiry of the notice period set forth under Clause 15.1 or Clause
15.2, respectively, the Agent so superseded shall cease to be an Agent hereunder.
	 
	15.4	 	In case of a resignation of any Agent in accordance with Clause 15.2, that Agent shall be
entitled on behalf of and in consultation with the Issuer to appoint as a successor Agent in
its place a reputable financial institution having the capability to assume the function of
its predecessor Agent, if the Issuer has not appointed a successor Agent by the day falling 10
days before the expiry of the notice period set forth under Clause 15.2. The Agent will inform
the Issuer in written form about its successor Agent immediately after the appointment of such
successor Agent and acceptance by the latter of such appointment. Upon the appointment of such
successor Agent, the acceptance by it of such appointment and the expiry of the notice to be
given under Clause 15.2, the Agent so superseded shall cease to be an Agent hereunder.
	 
	15.5	 	Notwithstanding the foregoing, the Issuer may terminate the appointment of any Agent at any
time with immediate effect and without notice (fristlos) by an instrument in writing if such
Agent or any affiliated company (verbundenes Unternehmen) of such Agent shall become unable to
properly perform its duties under this Agreement, or shall admit in writing its inability to
pay or meet its debts as they severally mature, or shall be subject to a banking moratorium
declared under any law, or shall make an assignment or an arrangement for the benefit of its
creditors, or shall enter into liquidation, or shall file a petition in bankruptcy or become
or be declared bankrupt or insolvent, or if an order of any court shall be entered approving
any petition filed by or against the Agent or any affiliated company of such Agent under the
provisions of the relevant bankruptcy legislation or under the provisions of any similar
legislation, or the Agent or any affiliated company of such Agent shall consent to the




11









 






	 	 	appointment of a receiver or an administrator of all or any substantial part of its
property or such receiver or administrator shall be appointed, or if any public officer
shall take charge or control of the Agent or any affiliated company of such Agent or of its
property or affairs, or in the case of any event similar to the foregoing affecting such
Agent or any affiliated company of such Agent. As soon as reasonably practicable the Issuer
shall appoint a successor Agent in written form, such appointment becoming effective with
its acceptance by the successor Agent. Until the effectiveness of the appointment of the
successor Agent all rights and duties of any such Agent hereunder will be assumed by the
Issuer.
	 
	15.6	 	Any Agent appointed hereunder shall execute and deliver to the Issuer an instrument accepting
such appointment and, without any further act, deed or conveyance, upon its appointment
becoming effective, any successor Agent shall become vested with all the authorities, rights,
powers, immunities, duties and obligations of such predecessor with like effect as if
originally named as Agent in accordance with this Agreement, and such predecessor Agent, if
any, upon payment by the Issuer of any amounts due and payable to any Agent pursuant to this
Agreement, shall thereupon become obliged to deliver and pay over to any such successor Agent,
and any such successor Agent shall be entitled to receive, all moneys, documents and records
held by it hereunder. On the termination of its appointment the Agent shall pass all records
and documents held by it pursuant to this Agreement to the respective successor Agent.
	 
	15.7	 	Upon its resignation or removal taking effect, the Paying Agent shall hold all moneys
deposited with or held by it hereunder in respect of the Notes to the order of the successor
Paying Agent, but shall have no other duties or responsibilities hereunder and shall be
entitled to the payment by the Issuer of its remuneration for services rendered hereunder and
to the reimbursement of its expenses incurred up to its resignation or removal taking effect
in accordance with the terms of Clause 15.3.
	 
	15.8	 	Each Agent shall give not less than 30 days’ written notice to the Issuer of any proposed
change in its specified office.
	 
	15.9	 	Any change in any Agent shall be notified by the Issuer to the other Agents and to the
Payees. The Issuer shall also give or cause notice thereof to be given to the Holders in
accordance with the Conditions.
	 
	16.	 	NOTICES
	 
	16.1	 	Unless hereunder otherwise specifically provided, any order, notice, request, direction or
other communication from the Issuer made or given in relation to the Notes under any provision
of this Agreement shall be sufficient if it is signed by two duly authorized officers of the
Issuer, and delivered by the Issuer to the Registrar and the Paying Agent.
	 
	16.2	 	Notices shall be addressed to the relevant party hereto as follows:
	 
	(a)	 	If to the Issuer:






	 	 	KfW

Palmengartenstraße 5-9

60325 Frankfurt am Main

Federal Republic of Germany
	 
	 	 	Telefax: 0049 69 7431 4324

Attention: Bereich FM
	 
	(b)	 	If to the Euro Registrar or the Registrar for Designated Currency-Notes:
	 
	 	 	Deutsche Bank Aktiengesellschaft

Große Gallusstraße 10-14




12









 






	 	 	60272 Frankfurt am Main

Federal Republic of Germany
	 
	 	 	Telephone: 0049 69 910 62591

Telefax: 0049 69 910 43242

Attention: Trust and Security Services
	 
	(c)	 	If to the Euro Paying Agent or the Paying Agent for Designated Currency-Notes:
	 
	 	 	Deutsche Bank Aktiengesellschaft

Große Gallusstraße 10-14

60272 Frankfurt am Main

Federal Republic of Germany
	 
	 	 	Telephone: 0049 69 910 30094

Telefax: 0049 69 910 38672

Attention: Trust and Security Services





	 	 	 	 	 
	 

	 	If to the U.S. Registrar or the CAD Registrar:	 	 
	 

	 	Deutsche Bank Trust Company Americas	 	 
	 

	 	c/o Deutsche Bank National Trust Company
	 	Deutsche Bank Trust Company
	 

	 	Americas	 	 
	 

	 	Trust & Securities Services
	 	60 Wall Street
	 

	 	25 DeForest Avenue
	 	27th Floor
	 

	 	2nd Floor
	 	New York, 10005
	 

	 	Summit, NJ 07901
	 	United States
	 

	 	United States	 	 
	 
	 	 	 	 
	 

	 	Telefax: 001 732 578 4635	 	 
	 

	 	Attention: Trust and Securities Services
	 	Trust and Securities Services







	(d)	 	If to the U.S. Paying Agent or the CAD Paying Agent:





	 	 	 	 	 
	 

	 	Deutsche Bank Trust Company Americas	 	 
	 

	 	c/o Deutsche Bank National Trust Company
	 	Deutsche Bank Trust Company Americas
	 

	 	Trust & Securities Services
	 	60 Wall Street
	 

	 	25 DeForest Avenue
	 	27th Floor
	 

	 	2nd Floor
	 	New York, 10005
	 

	 	Summit, NJ 07901
	 	United States
	 

	 	United States	 	 
	 
	 	 	 	 
	 

	 	Telefax: 001 732 578 4635	 	 
	 

	 	Attention: Trust and Securities Services
	 	Trust and Securities Services







	 	 	or at any other address of which any of the foregoing shall have notified the others
in accordance with this Clause 16.2.






	17.	 	MISCELLANEOUS
	 
	17.1	 	This Agreement may be amended by the parties hereto without the consent of any Holder for the
purpose of curing any ambiguity or of curing, correcting or supplementing any defective
provision contained herein, or in any manner which the parties hereto may mutually deem
necessary or desirable and which shall not be inconsistent with the Notes and which shall not,
in their opinion, be materially prejudicial to the interest of the Holders.
	 
	17.2	 	This Agreement shall in all respects be governed by and construed in accordance with the laws
of the Federal Republic of Germany without regard to conflict of laws principles.




13









 






	17.3	 	Any action or other legal proceedings arising out of or in connection with this Agreement
shall be brought in the District Court (Landgericht) in Frankfurt am Main, Germany.
	 
	17.4	 	This Agreement may be executed in one or more counterparts and, if executed in more than one
counterpart, the executed counterparts hereof shall constitute a single instrument.




This Agreement has been entered into on the date stated at the beginning.



KfW




	 	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	DEUTSCHE BANK AKTIENGESELLSCHAFT	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	DEUTSCHE BANK TRUST COMPANY AMERICAS	 	 
	c/o DEUTSCHE BANK NATIONAL TRUST COMPANY	 	 
	 
	 	 	 	 
	 

	 	 	 	 





14









 





Schedule 1A




German Language Version

ANLEIHEBEDINGUNGEN FÜR EURO-BONDS




[to be inserted]




Non-binding English Translation of the

TERMS AND CONDITIONS OF THE EURO-BONDS




[to be inserted]




Schedule 1B




English Language Version of the

TERMS AND CONDITIONS OF THE DESIGNATED CURRENCY-NOTES




[to be inserted]




Non-binding German Translation of the

TERMS AND CONDITIONS OF THE DESIGNATED CURRENCY-NOTES




[to be inserted]




Schedule 1C




English Language Version of the

TERMS AND CONDITIONS OF THE USD-NOTES




[to be inserted]




Non-binding German Translation of the

TERMS AND CONDITIONS OF THE USD-NOTES




[to be inserted]




Schedule 1D




English Language Version of the

TERMS AND CONDITIONS OF THE CAD-NOTES




[to be inserted]




Non-binding German Translation of the

TERMS AND CONDITIONS OF THE CAD-NOTES




[to be inserted]




15









 





Schedule 2A




German Language Version of the

FORM OF THE CBF GLOBAL CERTIFICATE FOR EURO-BONDS




[to be inserted]




Non-binding English Translation of the

FORM OF THE CBF GLOBAL CERTIFICATE FOR EURO-BONDS




[to be inserted]




German Language Version of the

FORM OF THE DTC GLOBAL CERTIFICATE FOR EURO-BONDS




[to be inserted]




Non-binding English Translation of the

FORM OF THE DTC GLOBAL CERTIFICATE FOR EURO-BONDS




[to be inserted]




Schedule 2B




English Language Version of the

FORM OF THE ICSD GLOBAL CERTIFICATE FOR DESIGNATED CURRENCY-NOTES




[to be inserted]




Non-binding German Translation of the

FORM OF THE ICSD GLOBAL CERTIFICATE FOR DESIGNATED CURRENCY-NOTES




[to be inserted]




English Language Version of the

FORM OF THE DTC GLOBAL CERTIFICATE FOR DESIGNATED CURRENCY-NOTES




[to be inserted]




Non-binding German Translation of the

FORM OF THE DTC GLOBAL CERTIFICATE FOR DESIGNATED CURRENCY-NOTES 




[to be inserted]




16









 





Schedule 2C




English Language Version of the

FORM OF THE GLOBAL CERTIFICATES FOR USD-NOTES




[to be inserted]




Non-binding German Translation of the

FORM OF THE GLOBAL CERTIFICATES FOR USD-NOTES




[to be inserted]




Schedule 2D




English Language Version of the

FORM OF THE GLOBAL CERTIFICATE FOR CAD-NOTES




[to be inserted]




Non-binding German Translation of the

FORM OF THE GLOBAL CERTIFICATE FOR CAD-NOTES




[to be inserted]




17









 





Schedule 3




FORM OF SUPPLEMENTAL AGENCY AGREEMENT




Supplement No.: l to the

Amended and Restated Agency Agreement

dated [l] between

KfW (the “Issuer”),

Deutsche Bank Aktiengesellschaft (“Deutsche Bank”),

and Deutsche Bank Trust Company Americas, c/o Deutsche Bank National Trust (“DBTCA”),

as amended from time to time



This Agreement between the Issuer and [DBTCA][Deutsche Bank] as registrar and paying agent [as well
as Deutsche Bank as additional paying agent] (the “Agent[s]”) is in relation to the issue of debt
securities (the “Issue”) identified below and supplemental to the above-referenced Amended and
Restated Agency Agreement (the “Amended and Restated Agency Agreement”). The parties hereby
reconfirm the terms and conditions of the Amended and Restated Agency Agreement and agree that the
Issue shall be subject in all respects to such terms and conditions.



The term “Issue” means the [insert currency and amount] [Floating Rate] Global [Bonds] [Notes] due
[l] (the [“Notes”] [“Bonds”]) to be issued on [l] which will be evidenced by the Global
Certificates attached hereto in Annexes 1 and 2 and governed by the Terms and Conditions of the
[Notes] [Bonds] (the “Conditions”) attached hereto in Annex 3.



[KfW hereby appoints the Agent as Calculation Agent in relation to this Issue.]



This Agreement constitutes an authorization of the Agent to authenticate the Global Certificates.



KfW




	 	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	DEUTSCHE BANK AKTIENGESELLSCHAFT	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	[DEUTSCHE BANK TRUST COMPANY AMERICAS,	 	 
	c/o DEUTSCHE BANK NATIONAL TRUST COMPANY	 	 
	 
	 	 	 ]	 
	 

	 	 	 	 
	 
	 	 	 	 
	Dated: [l]
	 	 	 	 






18









 





Annex 1




[English][German] Language Version of the

FORM OF THE GLOBAL CERTIFICATES




[To be attached]




Annex 2




Non-Binding [English][German] Translation of the

FORM OF THE GLOBAL CERTIFICATES




[To be attached]




Annex 3




TERMS AND CONDITIONS OF THE NOTES




[To be attached]





19