exv4w3






Exhibit 4.3




Dated January [l], 2009

KfW

as Issuer




and




DEUTSCHE BANK TRUST COMPANY AMERICAS

as Fiscal Agent and Registrar




and




DEUTSCHE BANK AKTIENGESELLSCHAFT

as Exchange Rate Agent




in respect of the Issuer’s Medium-Term Notes

Due Twelve Months or More from Date of Issue




 






AMENDED AND RESTATED

FISCAL AGENCY AGREEMENT




 






 









 





     THIS AGREEMENT is made on January [l], 2009 BETWEEN:



     (1) KfW (the “Issuer”),



     (2) DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”); and



     (3) DEUTSCHE BANK AKTIENGESELLSCHAFT (“DB”).



     WHEREAS:




	 	(A)	 	The Issuer, DBTCA and DB entered into a fiscal agency
agreement dated January 4, 2006 to record the arrangements between them in
relation to the offering and selling from time to time of medium-term notes
(the “Original Fiscal Agency Agreement”)
	 
	 	(B)	 	The Issuer intends to offer and sell from time to time
medium-term notes due twelve months or more from date of issue (the “Notes”).
	 
	 	(C)	 	The Issuer wishes to engage DBTCA as its fiscal agent and
registrar in respect of its Notes.
	 
	 	(D)	 	The Issuer wishes to engage DB as its exchange rate agent of
its Notes, if applicable.





     IT IS HEREBY AGREED as follows:



1. DEFINITIONS AND INTERPRETATION




     1.1 The parties hereto agree that with effect from the date hereof, the Original Fiscal
Agency Agreement shall for all purposes be amended and restated in the form of this fiscal agency
agreement (the “Fiscal Agency Agreement” and hereinafter the “Agreement”).



     1.2 The following terms shall, unless the context otherwise requires, have the respective
meanings indicated below:



     “Administrative Procedures” means the administrative procedures as agreed from time to
time among the Issuer, the Dealers and the Fiscal Agent with respect to and used as guidance in
preparing and executing the issuance and sale of the Notes.



     “Agents” means the Calculation Agent (if applicable), the Exchange Rate Agent (if
applicable), the Determination Agent (if applicable), the Fiscal Agent and the Registrar appointed
by the Issuer in accordance with this Agreement.



 









 





     “Calculation Agent” means DBTCA in its capacity as calculation agent in respect of the
Notes or any other calculation agent appointed by the Issuer in accordance with this Agreement.



     “Conditions” means the terms and conditions applicable to a particular issue of Notes,
forming part of the Global Certificate and substantially in the form set out in the attached form
of Global Certificate.



     “Dealers” means the institutions that entered into or acceded to the Distribution
Agreement with the Issuer and shall include any other institution that has entered into a Terms
Agreement with the Issuer to act as dealer for the resale of Notes.



     “Distribution Agreement” means the agreement dated January 5, 2006 expected to be
amended and restated on or about January [l], 2009 entered into between the Issuer and the
Dealers for the sale of Notes by the Issuer to one ore more Dealers as principal for the resale to
investors and other purchasers in the United States of America.



     “DTC” means The Depositary Trust Company, or any successor thereto.



     “Exchange Rate Agent”, if applicable, means DB in its capacity as exchange rate agent
in respect of the Notes unless the Issuer appoints any other exchange rate agent in accordance with
this Agreement.



     “Fiscal Agent” means DBTCA in its capacity as fiscal agent in respect of the Notes or
any other fiscal agent that the Issuer may appoint in accordance with this Agreement.



     “Frankfurt Business Day” means any day other than a Saturday, Sunday or legal holiday
in Frankfurt am Main, or a day on which credit institutions are open for business in Frankfurt am
Main.



     “Global Certificate” means one or more global certificates representing a particular
issue of Notes, substantially in the form set out in Schedule 1 (in respect of fixed rate notes)
and in Schedule 2 (in respect of floating rate notes) attached hereto, with the Conditions attached
to and forming part of the Global Certificate.



     “Holder” means each actual purchaser having an ownership interest in the Notes
represented by the Global Certificate as recorded in the systems of DTC or its participants.



     “New York Business Day” means any day other than a Saturday, Sunday or legal holiday
in The City of New York, or a day on which commercial banks are authorized or required by law,
regulation, or executive order to close in The City of New York.



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     “Registered Holder” means Cede & Co. as nominee of DTC, or any successor nominee of
DTC, shown as the registered holder of the Global Certificate in the register maintained by the
Registrar.



     “Registrar” means DBTCA in its capacity as registrar for the Notes or any other
registrar that the Issuer may appoint in accordance with this Agreement.



     “Relevant Dealer(s)” means any Dealer(s) that has (have) entered into a Terms
Agreement with the Issuer for the purchase of Notes for resale in accordance with the Distribution
Agreement.



     “Specific Terms” means the specific terms applicable to a particular issue of Notes,
forming part of the Global Certificate and substantially in the form set out in the attached form
of Global Certificate.



     “Terms Agreement” means an agreement entered into from time to time between the Issuer
and any Relevant Dealer(s) for the purchase of a particular issue of Notes by the Relevant
Dealer(s) for resale in accordance with the Distribution Agreement.



     1.3 Terms not defined in this Agreement shall have the same meanings as in the form of Global
Certificate. Any reference herein to “Frankfurt” shall be a reference to Frankfurt am Main,
Federal Republic of 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.



     1.4 All references in this Agreement to costs or charges or expenses shall include any value
added tax or similar tax charged or chargeable in respect thereof, if applicable.



     1.5 All references in this Agreement to principal and/or interest or both in respect of a
particular issue of Notes or to any moneys payable by the Issuer under this Agreement shall have
the meaning set out in the Global Certificate for such issue.



     1.6 All references in this Agreement to an agreement, instrument or other document
(including, without limitation, this Agreement, the Distribution Agreement, the Administrative
Procedures and the Global Certificate) shall be construed as a reference to that agreement,
instrument or document as the same may be amended, varied or supplemented from time to time.



2. APPOINTMENT OF THE FISCAL AGENT AND REGISTRAR




     2.1 The Issuer hereby appoints DBTCA to act as Fiscal Agent and Registrar in respect of the
Notes.



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     2.2 DBTCA hereby accepts its appointment, and agrees to act in such capacity, on the terms
and conditions set out in this Agreement and the Global Certificate of the relevant Notes as well
as in accordance with the Administrative Procedures.



3. THE NOTES




     3.1 The Notes will be issued in fully registered form without coupons and represented by one
or more Global Certificates. The Conditions shall be attached to each Global Certificate. Each
Global Certificate shall be signed manually by two authorized representatives of the Issuer, dated
the Original Issue Date, and be authenticated manually by or on behalf of the Fiscal Agent.



     3.2 The parties expect that the Global Certificate will be substantially in the form set
forth in Schedule 1 or 2 hereto, as the case may be.



4. ISSUANCE OF NOTES




     4.1 Upon the conclusion of any Terms Agreement, the Issuer shall, as soon as practicable, but
not later than 11:00 a.m., New York time, on the second New York Business Day prior to the
proposed Original Issue Date of the respective Notes:




     4.1.1 confirm to the Fiscal Agent by email, fax or any other electronic information
system agreed between the Fiscal Agent and the Issuer all such information as the Fiscal
Agent may reasonably require to carry out its functions under this Agreement and such
details as are necessary to enable it to authenticate and deliver the Global Certificate;




     4.1.2 deliver to the Fiscal Agent a copy of the Terms Agreement, duly executed on
behalf of the Issuer;




     4.1.3 (if no standard payment instructions have been given to the Fiscal Agent or if
they do not apply to the settlement of the relevant issuance) designate by fax the account
of the Issuer to which payment of the proceeds of issue should be made; and




     4.1.4 deliver to the Fiscal Agent the completed Global Certificate (in unauthenticated
form but executed on behalf of the Issuer) in relation to a specific issuance.



     4.2 The Fiscal Agent shall assign in respect of each issuance the CUSIP number, and shall
inform the Issuer thereof.



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     4.3 The Fiscal Agent shall hold in safe custody all unauthenticated Global Certificates
delivered to it in accordance with this Clause 4 and shall ensure that the same are authenticated
and delivered only in accordance with the terms hereof and, if applicable, the relevant Global
Certificate.



     4.4 The Fiscal Agent is authorized by the Issuer to authenticate such Global Certificate as
may be required to be authenticated hereunder by the signature of any person duly authorized for
such purpose by the Fiscal Agent.



     4.5 On or before 10:00 a.m., New York time, on the last New York Business Day prior to the
Original Issue Date in relation to a specific issuance, the Fiscal Agent shall authenticate the
relevant Global Certificate. The Fiscal Agent shall instruct DTC in accordance with DTC’s
settlement procedures to credit the Notes represented by the Global Certificate to the Fiscal
Agent’s participation account and to hold each such Note to the order of the Issuer. The Fiscal
Agent shall instruct DTC (i) to debit the Notes to the Fiscal Agent’s participation account and
credit the Notes to the participation account of the Relevant Dealer and (ii) to debit the
settlement account of the Relevant Dealer and credit the settlement account of the Fiscal Agent,
in an amount equal to the net proceeds of such Notes. By giving such instruction the Fiscal Agent
shall be deemed to confirm to DTC that (i) the Global Certificate representing such Note has been
issued and authenticated and (ii) the Fiscal Agent is holding such Global Certificate as custodian
for DTC pursuant to the relevant agreement with DTC.



     4.6 Upon receipt, the Fiscal Agent will pay the Issuer, by wire transfer of immediately
available funds to the account notified in accordance with Clause 4.1.3 above, the amount
transferred to the Fiscal Agent in accordance with Clause 4.5.



     4.7 If on the relevant Original Issue Date the Fiscal Agent does not receive the full
proceeds of issue in respect of any Note (the “Defaulted Note”) and, as a result, the Defaulted
Note remains in the Fiscal Agent’s distribution account with DTC after such Original Issue Date,
the Fiscal Agent shall:




     4.7.1 continue to hold the Defaulted Note to the order of the Issuer;




     4.7.2 notify the Issuer and the Relevant Dealer forthwith of the non-receipt of the
proceeds of issue in respect of the Defaulted Note; and, subsequently,




     4.7.3 notify the Issuer and the Relevant Dealer forthwith upon receipt of the full
proceeds of issue in respect of such Defaulted Note.



5. PAYMENTS




     5.1 In order to provide for the payment in U.S. dollars of the principal of, and interest on,
the Notes, as such payment shall become due and payable, the Issuer shall



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pay to the Fiscal Agent the amount in U.S. dollars 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., New York time, on
each payment date to such account at such bank in New York as the Fiscal Agent may specify. In
order to provide for the payment in a Specified Currency other than U.S. dollars of the principal
of, and interest on, the Notes, as such payment shall become due and payable, the Issuer shall pay
to the Fiscal Agent the amount in such Specified 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 Center of the Specified Currency or in the case of euro, in Frankfurt, or such other
time as may be specified by the Fiscal Agent for such 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 Center of the Specified Currency as the Fiscal Agent may specify.




     5.2 The Fiscal Agent shall give payment instructions by facsimile or authenticated SWIFT
message to the Issuer not later than five New York 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, provided that if the date on which the interest
for the relevant period is determined falls on a date later than the date required for the notice
to be given under this sentence, such notice may be given on the date on which such determination
is made.



     5.3 Out of the sums paid to the Fiscal Agent in respect of interest and principal on the
Notes, the Fiscal Agent shall make payment to, or to the order of, the Registered Holder (except
as provided under Clause 5.4 below) in accordance with the Conditions and the Administrative
Procedures.



     5.4 In case of any payment to be made by the Fiscal Agent in other currencies than U.S.
dollars, the Fiscal Agent shall make such payment to the account(s) and in an amount as specified
by DTC to the Fiscal Agent prior to 5:00 p.m., New York time, on the fifth New York Business Day
following the relevant Record Date in the case of interest and prior to 5:00 p.m., New York time,
on the eighth New York Business Day prior to the payment date for the payment of principal.



     5.5 If for any reason (other than negligence or willful misconduct on the part of the Fiscal
Agent or its officers, employees or agents) the Fiscal 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 outstanding Notes of any particular issue of Notes, the Fiscal Agent shall
forthwith notify the Issuer and shall not be bound to make any payment of principal or interest in
respect of such 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.



     5.6 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



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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 Fiscal Agent shall forthwith give notice
to DTC that it has received such amount. Promptly after the receipt of the appropriate amount the
Fiscal Agent shall make or cause to be made payments as provided in Clause 5.3.




     5.7 If the Issuer should default in the payment of principal under any issue of Notes, the
Fiscal 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 with
respect to such Notes.



     5.8 If for any reason the Fiscal Agent considers in its sole discretion (exercised in good
faith) that the amounts to be received by the Fiscal Agent pursuant to Clause 5.1 will be, or the
amounts actually received by it pursuant thereto are, insufficient to satisfy all claims in
respect of all payments then falling due in respect of the Notes, the Fiscal Agent shall promptly
notify the Issuer thereof. The Fiscal Agent shall not be obliged to pay any such claims until it
has received the full amount of all such payments.



     5.9 In respect of moneys paid to it relating to any issue of Notes, the Fiscal Agent




     5.9.1 shall not be entitled to exercise any lien, right of set-off or similar claim,
and




     5.9.2 shall not be liable for interest thereon.



     5.10 All payments by the Fiscal Agent hereunder shall be made without the Fiscal Agent
charging any commission, fee or cost to DTC or to any Holder, except as expressly provided for in
the payment provisions of the Conditions.



     5.11 The Fiscal Agent shall make available to the Issuer, free of charge, the reporting tool
“Global program reporting on the web” that allows the Issuer to track at any time the total
principal amount of outstanding Notes. If such reporting tool is not available to the Issuer, the
Fiscal Agent will, upon request of the Issuer, deliver to the Issuer a written statement
indicating the total principal amount of outstanding Notes as of the close of business at the end
of a month so requested.



6. EARLY REDEMPTION AND REPAYMENT OF NOTES




     6.1 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 Fiscal Agent not
later than 10.00 a.m., New York time, on the fifth New York Business Day immediately preceding the
date on which DTC shall receive notice of such redemption in accordance with the Conditions. The
Fiscal Agent shall deliver to



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DTC such notice not later than three New York Business Days immediately preceding such date.




     6.2 The Fiscal Agent shall, upon receipt of any repayment notice by the Registered Holder of
the Global Certificate the conditions of which provide for repayment at the option of the Holders,
notify forthwith the Fiscal Agent and the Issuer thereof. The Fiscal 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 7.



7. CANCELLATION OF NOTES




     7.1 Promptly upon the Issuer’s written request, the Fiscal Agent shall take all measures
necessary to cancel any Notes which the Issuer has repurchased or whose maturity has been
accelerated pursuant to the Conditions. The Fiscal Agent shall cause any such Notes represented
by a Global Certificate 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 Certificate by the aggregate amount of Notes so cancelled.



     7.2 On the same day such cancellation is effected, the Fiscal Agent shall instruct the
Registrar to record such cancellation of Notes on the Register in such a way that the aggregate
amount of Notes 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.



     7.3 The Fiscal Agent 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.



8. MISCELLANEOUS DUTIES OF THE ISSUER, THE REGISTRAR AND THE FISCAL AGENT




     8.1 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 Fiscal Agent as soon as it becomes aware
of the requirement to make such withholding or deduction and shall give to the Fiscal Agent such
information as it shall require to enable it to comply with such requirement.



     8.2 The Registrar shall maintain the Register pertaining to the Notes in New York. The
Register shall show the aggregate amount of Notes represented by each



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Global Certificate at the date of issue and all subsequent transfers and exchanges involving
a change in such amounts and the name of the Registered Holder.




     8.3 The Registrar shall at all reasonable times and at the written request during office
hours make the Register available to the Issuer and the Fiscal 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.



     8.4 On behalf and at the request and expense of the Issuer, the Fiscal Agent shall give any
notices to DTC required to be given by the Issuer in accordance with the Conditions.



9. APPOINTMENT AND DUTIES OF THE EXCHANGE RATE AGENT




     9.1 As indicated in and in accordance with the Specific Terms, an Exchange Rate Agent will be
appointed from time to time in respect of a specific issuance of Notes. In such case the Issuer
will notify the Exchange Rate Agent by forwarding the Specific Terms in a timely manner after the
relevant Original Issue Date. Furthermore, the Fiscal 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 Specific Terms and the Conditions.



     9.2 The Exchange Rate Agent shall in respect of each issuance of Notes in relation to which
it is appointed perform such determinations as specified in the Conditions.



10. APPOINTMENT AND DUTIES OF THE CALCULATION AGENT




     10.1 The Fiscal Agent shall act as Calculation Agent in respect of a specific issuance of
Notes unless another institution is appointed as Calculation Agent in respect of such issuance in
accordance with the Specific Terms. If the Fiscal Agent shall act as Calculation Agent, such fact
will be indicated in the Specific Terms. In such case the Issuer will notify the Fiscal Agent by
forwarding the Specific Terms in a timely manner before the first date on which the Calculation
Agent is required to make any calculation or determination.



     10.2 Subject to Clause 10.4, the Calculation Agent shall in respect of each issuance of Notes
in relation to which it is appointed as such:




     10.2.1 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 and the Administrative Procedures; and



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     10.2.2 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
Fiscal Agent.



     10.3 If the Fiscal Agent is unable for any reason to perform the duties specified in
Clause 10.2.1 above, it shall forthwith notify the Issuer of such fact.



     10.4 If the Issuer has appointed a Determination Agent in the Specific Terms relating to
floating rate notes 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 Determination Agent
communicated by the Determination Agent to the Calculation Agent shall be binding on the
Calculation Agent.



11. CONDITIONS OF APPOINTMENT




     11.1 The obligations of the Agents hereunder shall be several, and not joint.



     11.2 The Issuer will pay to the Agents 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.



     11.3 The parties to this Agreement agree that, at the request of the relevant Agent, the fees
and expenses may be reviewed from time to time in accordance with such Agent’s then current fee
levels. In addition, each Agent reserves the right to charge the Issuer additional fees and
expenses in respect of the performance by such Agent of any additional services requested by the
Issuer and not provided for in this Agreement.



     11.4 The Issuer will indemnify and hold harmless each of the Agents against any loss,
liability, expense (including legal fees) or claim 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.



     11.5 Each Agent will indemnify and hold harmless the Issuer against any loss, liability,
expense (including legal fees) or claim which the Issuer may incur or which may be made against it
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.



     11.6 The indemnity provisions under Clauses 11.4 and 11.5 shall survive the termination or
expiry of this Agreement.



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     11.7 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 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.



     11.8 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.



     11.9 In acting hereunder and in connection with the Notes, the Agents do not assume any
relationship of agency or trust for the Registered Holder or the Holders, and shall not have any
obligation towards them; except that all funds held by the Fiscal Agent for payment of principal
of or interest on the Notes shall be held exclusively for the benefit of and for payment (i) if in
U.S. dollars to, or to the order of, the Registered Holder, or (ii) if in a currency other than
U.S. dollars, to the accounts specified by DTC, 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.



     11.10 Nothing herein shall be deemed to require any Agent to advance its own funds in the
performance of its duties hereunder.



12. CHANGES IN AGENTS




     12.1 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.



     12.2 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.



     12.3 No removal under Clause 12.1 or resignation under Clause 12.2 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 12.1 or Clause 12.2,
respectively, the Agent so superseded shall cease to be an Agent hereunder.



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     12.4 In case of a resignation of any Agent in accordance with Clause 12.2, 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 12.2. 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 12.2, the Agent so superseded shall cease to be an Agent hereunder.



     12.5 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 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.



     12.6 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.



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     12.7 Upon its resignation or removal taking effect, the Fiscal Agent shall hold all moneys
deposited with or held by it hereunder in respect of the Notes to the order of the successor
Fiscal 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 12.3.



     12.8 Each Agent shall give not less than 30 days’ written notice to the Issuer of any
proposed change in its specified office.



     12.9 Any change in any Agent shall be notified by the Issuer to the other Agents and to DTC
for communication by DTC and its participants to the Holders in accordance with the Conditions.



13. NOTICES




     13.1 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 in writing and signed by two duly authorized officers of the Issuer,
and delivered to the Agent(s) by mail, facsimile, or by hand.



     13.2 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 Fiscal Agent:




	 	 	 	 	 
	 

	 	Deutsche Bank Trust Company
	 	Deutsche Bank National Trust
	 

	 	Americas
	 	Company Americas
	 

	 	60 Wall Street
	 	Trust & Securities Services
	 

	 	MS NYC60-2515
	 	25 DeForest Avenue
	 

	 	New York, NY 10005
	 	2nd Floor
	 

	 	United States
	 	Summit, NJ 07901
	 

	 	 	 	United States
	 
	 	 	 	 
	 

	 	Telefax: 001 732-578-4635
	 	Telefax: 001 732 578 4635






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	 	Attention: Trust and Security
Services
	 	Attention: Trust and Securities
Services






          (c) If to the Exchange Rate Agent:





Deutsche Bank Aktiengesellschaft

Große Gallusstraße 10 – 14

60272 Frankfurt/Main

Federal Republic of Germany




Telefax:          0049 69 910 38672

Attention:      Trust & Security Services


or at any other address of which any of the foregoing shall have notified the others in accordance
with Clause 9.1, Clause 12.5 and this Clause 13.2.




14. MISCELLANEOUS




     14.1 Amendments to this Agreement, including this Clause 14.1, shall only be made in writing.



     14.2 Should any provision of this Agreement be or become invalid in whole or in part, the
other provisions of this Agreement shall remain in full force and effect. Any invalid provision
shall be deemed to be replaced by a valid provision which accomplishes as far as legally possible
the economic effects of the invalid provision.



     14.3 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.



     14.4 Any action or other legal proceedings arising out of or in connection with this
Agreement shall be brought exclusively in the district court (Landgericht) in Frankfurt am Main,
Germany.



     14.5 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.



14









 





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



KfW




	 	 	 	 	 
	 
	 	 	 	 





DEUTSCHE BANK TRUST COMPANY AMERICAS




	 	 	 	 	 
	 

	 	 	 	 






DEUTSCHE BANK AKTIENGESELLSCHAFT




	 	 	 	 	 
	 
	 	 	 	 





15









 





SCHEDULE 1




FORM OF GLOBAL CERTIFICATE FOR FIXED RATE NOTES




     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL,
INASMUCH AS THE REGISTERED HOLDER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN, AND IS WITHOUT ANY
LEGAL EFFECT.



CUSIP NO. [l]




ISIN [l]




KfW

MEDIUM-TERM NOTES

(Fixed Rate)




Global Registered Certificate




Representing a principal amount of [l]




[Title of the securities]




issued by KfW (the “Issuer”)




GENERAL




     This Global Certificate represents [l] notes in the principal amount of [l] each (the
“Notes”).



     This Global Certificate has been issued by the Issuer as a registered global certificate to
Cede & Co., as nominee of DTC, and has been deposited in the DTC depositary and clearing system in
order to permit delivery and transfer of Notes within that system in book-entry form without
physical delivery of definitive certificates. DTC and its successor, if any, as depositary for
this Global Certificate shall herein also be referred to as the “Depositary.”



 









 





     The Notes represented by this Global Certificate shall be evidenced by the records of the
Depositary, which in turn shall be based on the register (the “Register”) maintained by Deutsche
Bank Trust Company Americas, a New York banking corporation, or any successor in such capacity
appointed by the Issuer, acting as registrar (the “Registrar”) on behalf of the Issuer. In the
case of any inconsistency between the Register and the records of the Depositary, the Register
prevails, except in the case of manifest error.



     The Issuer hereby undertakes to pay to or to the order of Cede & Co., or its registered
assigns, on the maturity date of the Notes the principal sum of the Notes represented hereby and to
pay interest on the principal sum of the Notes represented hereby, all in accordance with the
specific terms of the Notes set out below (the “Specific Terms”) and the general terms and
conditions of the Notes attached hereto (the “Conditions”). The Conditions form part of this
Global Certificate.



     This Global Certificate may not be transferred except as a whole by DTC to a nominee of DTC,
or by a nominee of DTC to DTC or another nominee of DTC, or by DTC or any such nominee to a
successor depositary or a nominee of such successor depositary. Any transfer shall be effective
only if registered upon the books maintained for that purpose by the Registrar. The Global
Certificate will not be exchangeable for definitive certificates representing individual notes
unless DTC is unable or unwilling to continue providing its services and a successor securities
depositary is not obtained.



     This Global Certificate is only valid if it has been provided with the manual authentication
signature on behalf of the Fiscal Agent appointed by the Issuer in accordance with the fiscal
agency agreement entered into by the Issuer, Deutsche Bank Trust Company Americas (the “Fiscal
Agent”) and Deutsche Bank Aktiengesellschaft on [January l, 2009], as amended from time to time
(the “Fiscal Agency Agreement”).



Frankfurt am Main, Federal Republic of Germany ______, 200_




KfW




	 	 	 
	 

	 	 
	Name:

	 	Name:
	 
	 	 
	Title:

	 	Title:






	 	 	 
	 

Authentication signature for and on behalf of

	 	 
	Deutsche Bank Trust Company Americas as Fiscal Agent
	 	 






-2-









 





Annex A




[Specific Terms with the Conditions attached to be prepared using the form set forth in

Exhibit E-1 to the Distribution Agreement]





-3-









 








SCHEDULE 2




FORM OF GLOBAL CERTIFICATE FOR FLOATING RATE NOTES




     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL,
INASMUCH AS THE REGISTERED HOLDER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN, AND IS WITHOUT ANY
LEGAL EFFECT.


CUSIP NO. [l]

ISIN [l]




KfW

MEDIUM-TERM NOTES

(Floating Rate)




Global Registered Certificate




Representing a principal amount of [l]




[Title of the securities]




issued by KfW (the “Issuer”)




GENERAL




     This Global Certificate represents [l] notes in the principal amount of [l] each (the
“Notes”).



     This Global Certificate has been issued by the Issuer as a registered global certificate to
Cede & Co., as nominee of DTC, and has been deposited in the DTC depositary and clearing system in
order to permit delivery and transfer of Notes within that system in book-entry form without
physical delivery of definitive certificates. DTC and its successor, if any, as depositary for
this Global Certificate shall herein also be referred to as the “Depositary.”



 









 





     The Notes represented by this Global Certificate shall be evidenced by the records of the
Depositary, which in turn shall be based on the register (the “Register”) maintained by Deutsche
Bank Trust Company Americas, a New York banking corporation, or any successor in such capacity
appointed by the Issuer, acting as registrar (the “Registrar”) on behalf of the Issuer. In the
case of any inconsistency between the Register and the records of the Depositary, the Register
prevails, except in the case of manifest error.



     The Issuer hereby undertakes to pay to or to the order of Cede & Co., or its registered
assigns, on the maturity date of the Notes the principal sum of the Notes represented hereby and to
pay interest on the principal sum of the Notes represented hereby, all in accordance with the
specific terms of the Notes set out below (the “Specific Terms”) and the general terms and
conditions of the Notes attached hereto (the “Conditions”). The Conditions form part of this
Global Certificate.



     This Global Certificate may not be transferred except as a whole by DTC to a nominee of DTC,
or by a nominee of DTC to DTC or another nominee of DTC, or by DTC or any such nominee to a
successor depositary or a nominee of such successor depositary. Any transfer shall be effective
only if registered upon the books maintained for that purpose by the Registrar. The Global
Certificate will not be exchangeable for definitive certificates representing individual notes
unless DTC is unable or unwilling to continue providing its services and a successor securities
depositary is not obtained.



     This Global Certificate is only valid if it has been provided with the manual authentication
signature on behalf of the Fiscal Agent appointed by the Issuer in accordance with the fiscal
agency agreement entered into by the Issuer, Deutsche Bank Trust Company Americas(the “Fiscal
Agent”) and Deutsche Bank Aktiengesellschaft on [January l, 2009] as amended from time to time (the
“Fiscal Agency Agreement”).



Frankfurt am Main, Federal Republic of Germany _______, 200_




KfW




	 	 	 
	 

	 	 
	Name:

	 	Name:
	 
	 	 
	Title:

	 	Title:






	 	 	 
	 

Authentication signature for and on behalf of

	 	 
	Deutsche Bank Trust Company Americas as Fiscal Agent
	 	 






-2-









 





Annex A




[Specific Terms with the Conditions attached to be prepared using the form set forth in

Exhibit E-2 to the Distribution Agreement]





-3-