EUR 10,000,000,000 Asset Covered Securities and Medium Term Note Programme. Arrangers. Dealers. CALYON Crédit Agricole CIB Deutsche Bank

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1 BASE PROSPECTUS WestLB Covered Bond Bank p.l.c. (a public limited company organised under the laws of Ireland with registration number ) (unconditionally and irrevocably guaranteed by WestLB AG) EUR 10,000,000,000 Asset Covered Securities and Medium Term Note Programme Under this EUR 10,000,000,000 Asset Covered Securities and Medium Term Note Programme (the Programme), WestLB Covered Bond Bank p.l.c. (the Issuer) may from time to time issue asset covered securities (the Securities) and notes (the Notes and, together with the Securities, the Debt Obligations) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). All payments in relation to the Debt Obligations are unconditionally and irrevocably guaranteed by WestLB AG (WestLB, the Guarantor, or the Guarantee Provider). Securities and Notes may be issued in bearer or registered form (respectively Bearer Securities, Registered Securities, Bearer Notes and Registered Notes). The maximum aggregate nominal amount of all Debt Obligations from time to time outstanding under the Programme will not exceed EUR 10,000,000,000 (or its equivalent in other currencies calculated as described herein), subject to increase as described herein. Debt Obligations may be issued on a continuing basis to one or more of the Dealers specified under "Overview of the Programme" and any additional Dealer appointed under the Programme from time to time by the Issuer (each a Dealer and together the Dealers), which appointment may be for a specific issue or on an ongoing basis. References in this Base Prospectus to the relevant Dealer shall, in the case of an issue of Debt Obligations being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to purchase such Debt Obligations. This document constitutes a base prospectus (the Base Prospectus) for the purposes of Directive 2003/71/EC (the Prospectus Directive) for giving information with regard to the issue of Debt Obligations by the Issuer under the Programme during the period of twelve months after the date hereof. Application has been made to the Irish Financial Services Regulatory Authority (IFSRA), as competent authority under the Prospectus Directive, for the Base Prospectus to be approved. Such approval relates only to the Debt Obligations which are to be admitted to trading on the regulated market of The Irish Stock Exchange Limited (the Irish Stock Exchange) or any other regulated market for the purposes of Directive 2004/39/EC (the "Markets in Financial Instruments Directive") or which are to be offered to the public in a Member State of the European Economic Area or which are offered in Ireland as a local offer for the purposes of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 of Ireland. In relation to such local offers, such approval may be given by IFSRA pursuant to Regulation 8(5) of the Prospectus (Directive 2003/71/EC) Regulations 2005 of Ireland. Application has been made to the Irish Stock Exchange for such Debt Obligations to be admitted to the Official List and to trading on its regulated market. The Programme provides that Debt Obligations may be listed or admitted to trading, as the case may be, on such other or further stock exchange(s) or markets as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue unlisted Debt Obligations and/or Debt Obligations not admitted to trading on any market. Merrill Lynch International ABN AMRO BNP PARIBAS Citi Dresdner Kleinwort HSBC Morgan Stanley RBC Capital Markets UniCredit (HVB) Arrangers Dealers WestLB AG Barclays Capital CALYON Crédit Agricole CIB Deutsche Bank Goldman Sachs International Merrill Lynch International Nomura International UBS Investment Bank WestLB AG The date of this Base Prospectus is 30th May, 2008.

2 The Issuer accepts responsibility for the information contained in this Base Prospectus other than the information under "Description of the Issuer and the Group WestLB AG", "Description of the Guarantee Provider and the Guarantee", "Risk Factors Factors that may affect the Guarantee Provider's ability to fulfil its obligations under the Guarantee" and the financial statements of WestLB AG which are incorporated by reference herein. To the best of the knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case) the information (other than as aforesaid) contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. WestLB AG accepts responsibility for the information under "Description of the Issuer and the Group WestLB AG", "Description of the Guarantee Provider and the Guarantee", "Risk Factors Factors that may affect the Guarantee Provider's ability to fulfil its obligations under the Guarantee" and the financial statements of WestLB AG which are incorporated by reference herein. To the best of the knowledge and belief of WestLB AG (having taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information. Each of the Issuer and WestLB AG accepts responsibility for the information relating to it incorporated by reference into this Base Prospectus. To the best of the knowledge and belief of each of the Issuer and WestLB AG (having taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information. See "Risk Factors" for a discussion of certain factors to be considered in connection with an investment in Debt Obligations. The Debt Obligations have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the Securities Act), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act (Regulation S) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable state securities laws. See "Form of the Debt Obligations" for a description of the manner in which Debt Obligations will be issued. Registered Securities are subject to certain restrictions on transfer, see "Subscription and Sale and Transfer and Selling Restrictions". The Issuer may agree with any Dealer that Debt Obligations may be issued in a form not contemplated by the Terms and Conditions of the Securities or, as the case may be, the Terms and Conditions of the Notes each as set out herein, in which event a supplement to this Base Prospectus, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes. Notice of the aggregate nominal amount of Debt Obligations, interest (if any) payable in respect of Debt Obligations, the issue price of Debt Obligations and any other terms and conditions not contained herein which are applicable to each Tranche (as defined under "Terms and Conditions of the Securities" and "Terms and Conditions of the Notes", as the case may be) of Debt Obligations will be set out in the final terms applicable to such Tranche (the Final Terms) which will be delivered to the Irish Stock Exchange. This Base Prospectus may only be used for the purposes for which it has been published. This Base Prospectus supersedes the Base Prospectus dated 11th May, 2007 published by the Issuer in connection with the Programme. The Dealers have not independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers as to the accuracy or completeness of the information contained or incorporated in this Base Prospectus or any other information provided by the Issuer or WestLB AG in connection with the Programme. No Dealer accepts any liability in relation to the information contained or incorporated by reference in this Base Prospectus or any other information provided by the Issuer or WestLB AG in connection with the Programme. No person is or has been authorised by the Issuer or WestLB AG to give any information or to make any representation not contained in or not consistent with this Base Prospectus or any other information supplied in connection with the Programme or the Debt Obligations and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, WestLB AG or any of the Dealers. Neither this Base Prospectus nor any other information supplied in connection with the Programme or any Debt Obligations (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation by the Issuer, WestLB AG or any of the Dealers that any recipient of this Base Prospectus or any other information supplied in connection with the Programme or any Debt Obligations should purchase any 2

3 Debt Obligations. Each investor contemplating purchasing any Debt Obligations should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and/or WestLB AG. Neither this Base Prospectus nor any other information supplied in connection with the Programme or the issue of any Debt Obligations constitutes an offer or invitation by or on behalf of the Issuer or any of the Dealers to any person to subscribe for or to purchase any Debt Obligations. Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Debt Obligations shall in any circumstances imply that the information contained herein concerning the Issuer and/or WestLB AG is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date indicated in the document containing the same. The Dealers expressly do not undertake to review the financial condition or affairs of the Issuer or WestLB AG during the life of the Programme or to advise any investor in the Debt Obligations of any information coming to their attention. Investors should review, inter alia, the most recently published documents incorporated by reference into this Base Prospectus when deciding whether or not to purchase any Debt Obligations. Debt Obligations in bearer form are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to United States persons, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code and the regulations promulgated thereunder. This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Debt Obligations in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Base Prospectus and the offer or sale of Debt Obligations may be restricted by law in certain jurisdictions. The Issuer, WestLB AG and the Dealers do not represent that this Base Prospectus may be lawfully distributed, or that any Debt Obligations may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer or the Dealers (save for the approval of this document by IFSRA (as the competent authority in Ireland for the purposes of the Prospectus Directive and relevant implementing measures in Ireland) as a base prospectus compliant with the Prospectus Directive and the relevant implementing legislation in Ireland) which would permit a public offering of any Debt Obligations outside the European Economic Area or distribution of this document in any jurisdiction where action for that purpose is required. Accordingly, no Debt Obligations may be offered or sold, directly or indirectly, and neither this Base Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Base Prospectus or any Debt Obligations may come must inform themselves about, and observe, any such restrictions on the distribution of this Base Prospectus and the offering and sale of Debt Obligations. In particular, there are restrictions on the distribution of this Base Prospectus and the offer or sale of Debt Obligations in the United States, Japan, the European Economic Area (the EEA), Ireland, the United Kingdom and the Republic of Italy, and to, or for the account or benefit of, U.S. persons (as defined in Regulation S), see "Subscription and Sale and Transfer and Selling Restrictions" In making an investment decision, investors must rely on their own examination of the Issuer and/or WestLB AG and the terms of the Debt Obligations being offered, including the merits and risks involved. The Debt Obligations have not been approved or disapproved by the United States Securities and Exchange Commission or any other securities commission or other regulatory authority in the United States, nor have the foregoing authorities approved this Base Prospectus or confirmed the accuracy or determined the adequacy of the information contained in this Base Prospectus. Any representation to the contrary is unlawful. None of the Dealers, the Issuer or WestLB AG makes any representation to any investor in the Debt Obligations regarding the legality of its investment under any applicable laws. Any investor in the Debt Obligations should be able to bear the economic risk of an investment in the Debt Obligations for an indefinite period of time. Unless the context otherwise requires, references in this Base Prospectus to the "WestLB Group" or "Group'' are to WestLB AG together with its consolidated subsidiaries, including the Issuer. The Issuer will not sell any Debt Obligations that are not listed on any recognised stock exchange and that do not mature within two years to Irish residents and the Issuer will not offer any such Debt Obligations in Ireland. 3

4 U.S. INFORMATION This Base Prospectus may be submitted on a confidential basis in the United States to a limited number of QIBs or Institutional Accredited Investors (each as defined under "Form of the Debt Obligations") for informational use solely in connection with the consideration of the purchase of the Securities being offered hereby. Its use for any other purpose in the United States is not authorised. It may not be copied or reproduced in whole or in part nor may it be distributed or any of its contents disclosed to anyone other than the prospective investors to whom it is originally submitted. Registered Securities may be offered or sold within the United States only to QIBs or to Institutional Accredited Investors, in either case in transactions exempt from registration under the Securities Act. Each U.S. purchaser of Registered Securities is hereby notified that the offer and sale of any Registered Securities to it may be being made in reliance on Rule 144A under the Securities Act (Rule 144A) or another applicable exemption from the registration requirements of the Secuirities Act. Registered Notes may not be offered or sold within the United States under Rule 144A or otherwise unless appropriate modifications to the Terms and Conditions of the Notes are made on an issue-by-issue basis in which case each reference to "Securities" under this section shall be deemed also to be a reference to Notes. Purchasers of Definitive IAI Registered Securities will be required to execute and deliver an IAI Investment Letter (as defined under "Terms and Conditions of the Securities"). Each purchaser or holder of Definitive IAI Registered Securities, Securities represented by a Rule 144A Global Security or any Securities issued in registered form in exchange or substitution therefore (together Legended Securities) will be deemed, by its acceptance or purchase of any such Legended Securities, to have made certain representations and agreements intended to restrict the resale or other transfer of such Securities as set out in "Subscription and Sale and Transfer and Selling Restrictions". Unless otherwise stated, terms used in this paragraph have the meanings given to them in "Form of the Debt Obligations". NOTICE TO NEW HAMPSHIRE RESIDENTS NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER CHAPTER 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. AVAILABLE INFORMATION To permit compliance with Rule 144A in connection with any resales or other transfers of Securities that are "restricted securities" within the meaning of the Securities Act, the Issuer has undertaken in a deed poll dated 30th May, 2008 (the Deed Poll) that so long as any of the Securities are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, during any period when it is not subject to and in compliance with the reporting requirements of Sections 13 or 15(d) of the United States Securities Exchange Act of 1934, as amended (the Exchange Act), or it is not exempt from such reporting requirements pursuant to and in compliance with Rule 12g3-2(b) under the Exchange Act, it will provide to each holder or beneficial owner of such restricted securities and to each prospective purchaser (as designated by any holder or beneficial owner), upon the request of a Holder or prospective purchaser, the information required to be provided pursuant to Rule 144A(d)(4) under the Securities Act. SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES The Issuer is a public limited company organised under the laws of Ireland. All of the officers and directors named herein reside outside the United States and all or a substantial portion of the assets of the Issuer and of such officers and directors are located outside the United States. As a result, it may not be possible for investors to effect service of process outside Ireland upon the Issuer or such persons, or to enforce judgments against them 4

5 obtained in courts outside Ireland predicated upon civil liabilities of the Issuer or such directors and officers under laws other than Ireland law, including any judgment predicated upon United States federal securities laws. There is doubt as to the enforceability in Ireland in original actions or in actions for enforcement of judgments of United States courts of civil liabilities predicated solely upon the federal securities laws of the United States. PRESENTATION OF FINANCIAL AND OTHER INFORMATION The Issuer maintains its financial books and records and prepares its financial statements in euro in accordance with generally accepted accounting principles in Ireland (Irish GAAP) which differ in certain important respects from generally accepted accounting principles in the United States (U.S. GAAP). All references in this document to "U.S. dollars", "U.S.$" and "$" refer to United States dollars and to "euro", "EUR" and " " refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Community, as amended. In addition, references to "Sterling" and " " refer to pounds sterling. STABILISATION In connection with the issue of any Tranche of Debt Obligations, the Dealer or Dealers (if any) named as the stabilising manager(s) (the "Stabilising Manager(s)") (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may over-allot Debt Obligations or effect transactions with a view to supporting the market price of the Debt Obligations at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the final terms of the offer of the relevant Tranche of Debt Obligations is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Debt Obligations and 60 days after the date of the allotment of the relevant Tranche of Debt Obligations. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules. 5

6 TABLE OF CONTENTS General Description of the Programme...7 Overview of the Programme...8 Risk Factors...13 Documents Incorporated by Reference...19 Issue Procedures...20 Form of the Debt Obligations...21 Final Terms for Securities (Legally Binding English Language Version)...26 Applicable Final Terms for Securities (German Language Version For Information Purposes Only Not Legally Binding)...35 Terms and Conditions of the Securities (English Language Version)...44 Terms and Conditions of the Securities (German Language Version)...61 Final Terms for Notes (Legally Binding English Language Version)...79 Final Terms for Notes (German Language Version For Information Purposes Only Not Legally Binding)...90 Terms and Conditions of the Notes (English Language Version) Terms and Conditions of the Notes (German Language Version) Use of Proceeds Description of the Issuer and the Group Board of Directors and Management of the Issuer Asset/Liability Management at the Group and Issuer Levels Characteristics of Irish Asset Covered Securities Cover Assets Pool Restrictions on the Activities of an Institution The Cover-Assets Monitor Overcollateralisation Insolvency of Institutions Supervision and Regulation Registration of Institutions/Revocation of Registration Book-Entry Clearance Systems Description of the Guarantee Provider and the Guarantee Taxation Subscription and Sale and Transfer and Selling Restrictions General Information

7 GENERAL DESCRIPTION OF THE PROGRAMME Under the Programme, the Issuer may from time to time issue Debt Obligations denominated in any currency, subject as set out herein. A summary of the terms and conditions of the Programme, the Securities and the Notes appears below. The applicable terms of any Debt Obligations will be agreed between the Issuer and the relevant Dealer prior to the issue of the Debt Obligations and will be set out in the Terms and Conditions of the Securities or the Terms and Conditions of the Notes, as the case may be, endorsed on, attached to, or incorporated by reference into, the Debt Obligations, as modified and supplemented by the applicable Final Terms attached to, or endorsed on, such Debt Obligations, as more fully described under "Form of the Debt Obligations" below. This Base Prospectus and any supplement will only be valid for listing Debt Obligations on the Official List of the Irish Stock Exchange and admitting Debt Obligations to trading on the regulated market of the Irish Stock Exchange during the period of 12 months from the date of this Base Prospectus in an aggregate nominal amount which, when added to the aggregate nominal amount then outstanding of all Debt Obligations previously or simultaneously issued under the Programme, does not exceed EUR 10,000,000,000 or its equivalent in other currencies. For the purpose of calculating the euro equivalent of the aggregate nominal amount of Debt Obligations issued under the Programme from time to time: (a) (b) (c) the euro equivalent of Debt Obligations denominated in another Specified Currency (as specified in the applicable Final Terms in relation to the Debt Obligations, described under "Form of the Debt Obligations") shall be determined, at the discretion of the Issuer, either as of the date on which agreement is reached for the issue of Debt Obligations or on the preceding day on which commercial banks and foreign exchange markets are open for business in London, in each case on the basis of the spot rate for the sale of the euro against the purchase of such Specified Currency in the London foreign exchange market quoted by any leading international bank selected by the Issuer on the relevant day of calculation; the euro equivalent of Dual Currency Notes, Index Linked Notes and Partly Paid Notes (each as specified in the applicable Final Terms in relation to the Notes, described under "Form of the Debt Obligations") shall be calculated in the manner specified above by reference to the original nominal amount on issue of such Notes (in the case of Partly Paid Notes regardless of the subscription price paid); and the euro equivalent of Zero Coupon Securities and Zero Coupon Notes (as specified in the applicable Final Terms in relation to the Securities and the Notes, described under "Form of the Debt Obligations") and other Securities or Notes issued at a discount or a premium shall be calculated in the manner specified above by reference to the net proceeds received by the Issuer for the relevant issue. 7

8 OVERVIEW OF THE PROGRAMME This section "Overview of the Programme" must be read as an introduction to this Base Prospectus and any decision to invest in any Debt Obligations should be based on a consideration of this Base Prospectus as a whole, including the documents incorporated by reference. The following is qualified in its entirety by the remainder of this Base Prospectus. Words and expressions defined in "Form of the Debt Obligations", "Terms and Conditions of the Notes" and "Terms and Conditions of the Securities" shall have the same meanings in this overview. Issuer: Guarantee Provider: Description: Arrangers: Dealers: Certain Restrictions: Principal Paying Agent: Registrars: Listing Agent: Programme Size: Distribution: Currencies: Redenomination: WestLB Covered Bond Bank p.l.c. WestLB AG Asset Covered Securities and Medium Term Note Programme Merrill Lynch International WestLB AG ABN AMRO Bank N.V Barclays Bank PLC Bayerische Hypo- und Vereinsbank AG BNP Paribas CALYON Citigroup Global Markets Limited Deutsche Bank AG, London Branch Dresdner Bank Aktiengesellschaft Goldman Sachs International HSBC Bank plc Merrill Lynch International Morgan Stanley & Co. International plc Nomura International plc Royal Bank of Canada Europe Limited UBS Limited WestLB AG and any other Dealers appointed in accordance with the Programme Agreement. Each issue of Debt Obligations denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply will only be issued in circumstances which comply with such laws, guidelines, regulations, restrictions or reporting requirements from time to time (see "Subscription and Sale and Transfer and Selling Restrictions"). The Bank of New York, London The Bank of New York, New York and The Bank of New York (Luxembourg) S.A. McCann FitzGerald Listing Services Ltd. Up to EUR 10,000,000,000 (or its equivalent in other currencies calculated as described under "General Description of the Programme") outstanding at any time. The Issuer may increase the amount of the Programme in accordance with the terms of the Programme Agreement. Debt Obligations may be distributed by way of private or public placement and in each case on a syndicated or non-syndicated basis. Euro, Sterling, U.S. dollars, Japanese yen and, subject to any applicable legal or regulatory restrictions, any other currency agreed between the Issuer and the relevant Dealer. The applicable Final Terms may provide that certain Debt Obligations may be redenominated in euro. 8

9 Maturities: Issue Price: Form of Debt Obligations: Fixed Rate Debt Obligations: Floating Rate Debt Obligations: Index Linked Notes: Other provisions in relation to Floating Rate Debt Obligations and Index Linked Interest Notes: Such maturities as may be agreed between the Issuer and the relevant Dealer, subject to such minimum or maximum maturities as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the Issuer or the relevant Specified Currency. Debt Obligations may be issued on a fully-paid or a partly-paid basis and at an issue price which is at par or at a discount to, or premium over, par. The Debt Obligations will be issued in bearer or registered form as described in "Form of the Debt Obligations". Registered Debt Obligations will not be exchangeable for Bearer Debt Obligations and vice versa. Bearer Debt Obligations will be issued outside the United States to non-u.s. persons in reliance on Regulation S. Registered Securities will be issued both outside the United States in reliance on Regulation S and within the United States in reliance on Rule 144A or another applicable exemption from the registration requirements of the Securities Act. Registered Notes will be issued outside the United States in reliance on Regulation S only unless appropriate amendments are made to the Terms and Conditions of the Notes in the applicable Final Terms permitting Registered Notes to be issued within the United States. Fixed interest will be payable on such date or dates as may be agreed between the Issuer and the relevant Dealer and on redemption and will be calculated on the basis of such Day Count Fraction as may be agreed between the Issuer and the relevant Dealer. Floating Rate Debt Obligations will bear interest at a rate determined: (i) (ii) (iii) on the same basis as the floating rate under a notional interest rate swap transaction in the relevant Specified Currency governed by an agreement incorporating the 2000 or 2006 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc., and as amended and updated as at the Issue Date of the first Tranche of the Notes of the relevant Series); or on the basis of a reference rate appearing on the agreed screen page of a commercial quotation service; or on such other basis as may be agreed between the Issuer and the relevant Dealer. The margin (if any) relating to such floating rate will be agreed between the Issuer and the relevant Dealer for each Series of Floating Rate Debt Obligations. Payments of principal in respect of Index Linked Redemption Notes or of interest in respect of Index Linked Interest Notes will be calculated by reference to such index and/or formula or to changes in the prices of securities or commodities or to such other factors as the Issuer and the relevant Dealer may agree. Index Linked Securities will not be issued. Floating Rate Debt Obligations and Index Linked Interest Notes may also have a maximum interest rate, a minimum interest rate or both. Interest on Floating Rate Debt Obligations and Index Linked Interest Notes in respect of each Interest Period, as agreed prior to issue by the Issuer and the relevant Dealer, will be payable on such Interest Payment Dates, and will be calculated on the basis of such Day Count Fraction, as may be agreed between the Issuer and the relevant Dealer. 9

10 Dual Currency Notes: Zero Coupon Debt Obligations: Redemption: Denomination of Debt Obligations: Taxation: Negative Pledge: Payments (whether in respect of principal or interest and whether at maturity or otherwise) in respect of Dual Currency Notes will be made in such currencies, and based on such rates of exchange, as the Issuer and the relevant Dealer may agree. Dual Currency Securities will not be issued. Zero Coupon Debt Obligations will be offered and sold at a discount to their nominal amount and will not bear interest. The applicable Final Terms will indicate either that the relevant Debt Obligations cannot be redeemed prior to their stated maturity (other than in specified instalments, if applicable, or, in the case of Notes only, for taxation reasons or following an Event of Default) or that such Debt Obligations will be redeemable at the option of the Issuer and/or the holders of the Debt Obligations upon giving notice to the holders or the Issuer, as the case may be, on a date or dates specified prior to such stated maturity and at a price or prices and on such other terms as may be agreed between the Issuer and the relevant Dealer. The applicable Final Terms may provide that Debt Obligations may be redeemable in two or more instalments of such amounts and on such dates as are indicated in the applicable Final Terms. The Debt Obligations will be issued in such denominations as may be agreed between the Issuer and the relevant Dealer save that the minimum denomination of each Debt Obligation admitted to trading on a regulated market in the European Economic Area or offered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive will be EUR 50,000 (or, if the Debt Obligations are denominated in a currency other than euro, the equivalent amount in such currency) or such other higher amount as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant Specified Currency. As the minimum denomination of each Debt Obligation admitted to trading on a regulated market in the European Economic Area or offered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive will be EUR 50,000 (or, if the Debt Obligations are denominated in a currency other than euro, the equivalent amount in such currency), the Issuer is availing of its entitlement under Article 14 of Commission Regulation (EC) No 809/2004 of 29 April 2004 of the European Parliament and of the Council (the Prospectus Regulation) to give information in the registration document component of this Base Prospectus in accordance with Article 12 of the Prospectus Regulation in connection with the schedule set out in Annex IX of the Prospectus Regulation. Unless otherwise stated in the applicable Final Terms, the minimum denomination of each Definitive IAI Registered Note will be U.S.$500,000 or its approximate equivalent in other Specified Currencies. All payments in respect of the Securities will be made without deduction for or on account of withholding taxes imposed by any jurisdiction, unless the Issuer shall be obliged by law to make such deduction or withholding. The Issuer will not be obliged to make any additional payments in respect of any such withholding or deduction imposed. All payments in respect of the Notes will be made without deduction for or on account of withholding taxes imposed by any Tax Jurisdiction (as defined in the Terms and Conditions of the Notes), subject as provided in Condition 6 of the Notes. In the event that any such deduction is made, the Issuer will, save in certain limited circumstances provided in Condition 6 of the Notes, be required to pay additional amounts to cover the amounts so deducted. None. 10

11 Cross Default: Status of the Debt Obligations: Rating: Listing and Admission to Trading: Governing Law: Selling Restrictions: United States Selling Restrictions: Irish Asset Covered Securities: None. The Securities will constitute direct, unconditional and senior obligations of the Issuer and will rank pari passu among themselves. The Securities will be public credit covered securities issued in accordance with the Asset Covered Securities Act, 2001 and 2007 of Ireland, as amended (together, the ACS Act), will be secured on cover assets that comprise a cover assets pool maintained by the Issuer in accordance with the terms of the ACS Act, and will rank pari passu with all other obligations of the Issuer under public credit covered securities issued or to be issued by the Issuer pursuant to the ACS Act. The Notes will constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer which will rank pari passu with all other unsecured and unsubordinated obligations (save for obligations having statutory priority) of the Issuer. The Notes will not constitute public credit covered securities or other asset covered securities for the purposes of the ACS Act and, accordingly, the Notes will not be secured for the purposes of the ACS Act on the cover assets pool maintained by the Issuer under the ACS Act. Debt Obligations issued under the Programme may be rated or unrated. Where an issue of Debt Obligations is rated, its rating will not necessarily be the same as the rating applicable to the Issuer. A rating is not a recommendation to buy, sell or hold Debt Obligations and may be subject to suspension, change or withdrawal at any time by the assigning rating agency. Application has been made for Debt Obligations issued under the Programme to be listed on the Official List of the Irish Stock Exchange and to be admitted to trading on the regulated market of the Irish Stock Exchange. The Debt Obligations may also be listed on such other or further stock exchange(s) and/or admitted to trading on such other/further markets as may be agreed between the Issuer and the relevant Dealer in relation to each Series. Unlisted Debt Obligations may also be issued. The applicable Final Terms will state whether or not the relevant Debt Obligations are to be listed and, if so, on which stock exchange(s). The Debt Obligations will be governed by, and construed in accordance with, Irish law. There are restrictions on the offer, sale and transfer of the Debt Obligations in the United States, Japan, the EEA, Ireland, the United Kingdom and the Republic of Italy and to, or for the account or benefit of U.S. persons (as defined in Regulation S), and such other restrictions as may be required in connection with the offering and sale of a particular Tranche of Debt Obligations, see "Subscription and Sale and Transfer and Selling Restrictions". The Debt Obligations have not been, and will not be, registered under the Securities Act. The Debt Obligations may only be offered or sold in transactions exempt from, or not subject to, the registration requirements of the Securities Act. See "U.S. Information" and "Subscription and Sale and Transfer and Selling Restrictions". TEFRA restrictions may also apply as specified in the Final Terms. The ACS Act introduced into Irish law a framework for the issuance of asset covered securities. Asset covered securities can only be issued by Irish credit institutions that are registered under the ACS Act and restrict their principal activities to public sector or property financing. Those credit institutions, such as the Issuer, that are registered under the ACS Act and restrict their principal activities to public sector financing, are called designated public credit institutions (Institutions). The ACS Act provides, among other things, for the registration of eligible credit institutions as Institutions, the maintenance by Institutions of a defined pool of prescribed public credit assets and limited classes of other assets, known as a cover assets pool (Pool) and the issuance by Institutions of certain 11

12 Representation of holders of the Debt Obligations: asset covered securities secured by a statutory preference under the ACS Act on the assets (Cover Assets) comprised in the Pool maintained by the relevant Institution. Asset covered securities issued by Institutions in accordance with the ACS Act are called public credit covered securities (Asset Covered Securities). The ACS Act also varies the general provisions of Irish insolvency law which would otherwise apply with respect to Cover Assets and Asset Covered Securities on the insolvency of an Institution and replaces them with a special insolvency regime applicable to Institutions. The ACS Act further provides for the supervision and regulation of Institutions by the Irish Financial Services Regulatory Authority as part of the Central Bank and Financial Services Authority of Ireland (prior to 1st May, 2003, the Central Bank of Ireland) (the Authority), for the role of the cover-assets monitor (the Monitor) in respect of each Institution, for asset/liability management between the Pool and Asset Covered Securities and, in certain circumstances, for the role with respect to an Institution and its Pool and Asset Covered Securities of the National Treasury Management Agency or a manager appointed by the Authority. There is no provision for representation of holders of the Debt Obligations. 12

13 RISK FACTORS The Issuer believes that the factors set out in the following section "Factors that may affect the Issuer's ability to fulfil its obligations under Debt Obligations issued under the Programme" may affect its ability to fulfil its obligations under Debt Obligations issued under the Programme, and the Guarantee Provider believes that the factors set out in the following section "Factors that may affect the Guarantee Provider's ability to fulfil its obligations under the Guarantee" may affect its ability to fulfil its obligations under the guarantee issued by the Guarantee Provider (the Guarantee). Most of these factors are contingencies which may or may not occur and neither the Issuer nor the Guarantee Provider is in a position to express a view on the likelihood of any such contingency occurring. In addition, factors which are material for the purpose of assessing the market risks associated with Debt Obligations issued under the Programme are also described below. The Issuer and the Guarantee Provider believe that the factors described below represent the principal risks inherent in investing in Debt Obligations issued under the Programme, but the inability of (i) the Issuer to pay interest, principal or other amounts on or in connection with any Debt Obligations or (ii) the Guarantee Provider to pay amounts due under the Guarantee may occur for other reasons which are as yet unknown or which may not be considered significant risks by the Issuer or the Guarantee Provider based on information currently available to it and the Issuer and the Guarantee Provider do not represent that the statements below regarding the risks of holding any Debt Obligations are exhaustive. Prospective investors should also read the detailed information set out elsewhere in this Base Prospectus and reach their own views prior to making any investment decision. Factors that may affect the Issuer's ability to fulfil its obligations under Debt Obligations issued under the Programme Notes and Securities are obligations of the Issuer only The Notes will constitute unsubordinated and unsecured obligations of the Issuer and will rank equally with all other unsubordinated and unsecured obligations of the Issuer (other than obligations preferred by mandatory provisions of law, which would include Securities and any other Asset Covered Securities issued by the Issuer). Securities will constitute unsubordinated obligations of the Issuer secured by a statutory preference under the ACS Act on the Pool maintained by the Issuer. An investment in Notes and Securities involves a reliance on the creditworthiness of the Issuer and no other person. In addition, an investment in Notes and Securities involves the risk that subsequent changes in the actual or perceived creditworthiness of the Issuer may adversely affect the market value of the relevant Notes and Securities. The Issuer s business is subject to the general economic conditions of the markets in which it operates The Issuer s public sector lending activities depend on the level of finance required by public sector borrowers. In particular, levels of borrowing in each of the core markets in which the Issuer does business depend on market interest rates, currency fluctuations, political decisions and other factors that affect the economies of such countries. The Issuer's business, results of operations and financial condition could be adversely affected by a worsening of general economic conditions, currency fluctuations and regulatory changes in its core markets. Significantly higher interest rates in any of the Issuer s core markets could also limit the ability or desire of public sector borrowers to incur new indebtedness. The Issuer s risk management strategies and techniques may leave it exposed to unidentified or unanticipated risks Like other banks, the Issuer faces risk in the conduct of its business, such as credit risk, operational risk and market risk (including liquidity risk). In order to minimise these risks, the Issuer has (in conjunction with the Group see further "Asset/Liability Management at the Group and Issuer Levels") implemented comprehensive risk management strategies, including the use of derivatives. Although the Issuer invests substantial time and effort in its risk management strategies and techniques, such risk management may nonetheless fail under some circumstances, particularly when confronted with risks that are not identified or anticipated. Some of the Issuer s methods for managing risk are based upon observation of historical market behaviour. The Issuer applies statistical techniques to these observations to quantify its risk exposures. If circumstances arise that the Issuer did not identify or anticipate in developing its models, the Issuer s losses could be greater than the Issuer expects. Furthermore, the Issuer s quantifications do not take all risks into account. If the Issuer s measures to assess and mitigate risk prove insufficient, the Issuer may experience material unexpected losses. 13

14 Factors that may affect the Guarantee Provider's ability to fulfil its obligations under the Guarantee The following is a summary of certain aspects of the business of WestLB of which prospective investors should be aware. This summary is not intended to be exhaustive and prospective investors should carefully consider the following information in conjunction with the other information contained in this Base Prospectus. General Section The goal of WestLB's risk management system is to detect and appropriately counteract undesirable risk developments at an early stage. Therefore, WestLB attaches great importance to improving its risk measurement and steering models in line with current market standards. After completing the Basle II audits concerning WestLB's use of the Advanced Internal Ratings Based Approach (AIRB) for credit risks and the Advanced Measurement Approach (AMA) for operational risks in 2007, WestLB received the approvals from the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht; the BaFin) to use these methods for the WestLB Group in the first quarter of These approvals underscore the quality of the Bank's risk management methods, processes and systems. Integrated Bank-wide Risk Steering The starting point for risk steering is the risk tolerance (primary determinant is Tier 1 capital) determined by the Bank's Managing Board and owners using the WestLB Capital Adequacy Program (WestCAP). In determining the risk tolerance, they are defining and limiting the risk appetite, which is measured in terms of economic capital. WestCAP, which allocates the risk tolerance among various types of risk and business fields using limits, is an integral part of the steering of the Bank's risk profile. Thus, the risk tolerance is also the foundation of WestLB's limiting system and ensures that the amount of risk the WestLB Group assumes is within the limit defined by the risk tolerance. The risk tolerance concept WestCAP satisfies the requirements of Basel II/Pillar 2 for an Internal Capital Adequacy Assessment Process (ICAAP). Economic risk capital is a means of measuring unexpected losses. It represents the amount of capital which for a given probability would be needed within one year to cover unexpected losses and positions involving a risk of loss. The risk capital in each category is determined for a confidence level of per cent.., which is in line with a target rating in the A range. The economic risk capital for counterparty default, equity participations, market price, tax and operational risks is calculated on the basis of the value-at-risk (VaR) approach. WestLB calculates the figure for Bank-wide risk across all risk categories by taking the diversification effects between the risk types into account. During the annual budgeting process, the business units plan their regulatory and economic risk capital requirements on the basis of the Issuer's business strategy. The determination of these capital requirements is related to earnings targets, which themselves stem from the returns the Issuer's shareholders expect. The Asset Liability Committee (ALCO) allocates risk capital limits per risk category and per organisational unit based on the results of the budget process and on the risk tolerance which has been set. To manage the portfolio's structure, the Issuer, in addition to economic risk capital, uses specific VaR limits for trading risks as well as limits for single-name concentrations and industries. Market Price Risks Market price risks are the result of uncertainty about price changes and volatility in the financial markets as well as correlations which exist between different markets. The Issuer uses the VaR method to quantify market risks from trading transactions in the trading and banking books and to make them comparable with each other across markets and products. The VaR model takes into account interest rate, equity price and currency risk (including commoditiy price risk) as well as the volatility risk associated with each market. There are two components of equity price risk and interest rate risk: the general risks posed by overall market movements and specific risks related to issuers. In 2005, the BaFin approved the use of the Bank's VaR model to determine the regulatory capital required to back the general and specific market price risks in WestLB's trading book as well as the foreign exchange risks in its banking book. For internal purposes, the Bank has been determining the VaR for a confidence interval of 99 per cent. and a holding period of one day. For external regulatory purposes, a holding period of ten days is assumed. Counterparty Default Risks Counterparty default risk is defined as the risk of potential losses caused by a business partner failing to meet one of its contractual obligations. It includes classic credit risk, as well as issuer, counterparty and country risks. 14

15 Using the Bank's business strategy and risk-bearing capacity as starting points, the general credit risk strategy establishes the Bank's risk management principles and risk profile. Overall portfolio limits and structural targets for single names, industries and regions form an integral part of this strategy by preventing unbalanced portfolio movements and concentrations and ensuring an even distribution of risk. Specific risk strategies track the direction of the Issuer's lending activities with respect to individual customers, products, sectors and regions and maximise the Issuer's risk-adjusted returns. The Managing Board and risk committee of the Supervisory Board review the credit risk strategy at least once a year, bearing in mind changing external conditions, as well as new internal strategic guidelines. The analysis, evaluation, monitoring and steering of counterparty default risks are based on documented, uniform Bankwide standards for counterparty credit risk management. The two main pillars are the credit approval process and the ongoing monitoring process. In the first quarter of 2008, WestLB has received authorization by BaFin to use the Advanced IRB-Approach (Internal Ratings-Based Approach) for the WestLB Group. Each new transaction with a customer, as well as any material change involving an existing commitment, is subject to approval by the responsible approval level. Credit approval is based on a thoughtful risk assessment of the overall exposure with a particular customer, which is then presented in a loan application. An integral component of this application is the internal rating, for which both quantitative and qualitative factors are systematically examined. The approval process incorporates the current risk strategy, portfolio characteristics and risk-return considerations. All credit commitments are monitored on an ongoing basis. The monitoring intensity depends on the respective borrower's current risk situation. A credit monitoring file is prepared on each borrower at least once a year. The Bank also has procedures in place which allow early identification of loans that might be subject to an increased default risk. The Bank's early warning system aims to identify potential performance problems at an early stage and counteract them, as long as scope for appropriate measures exists.. Credit Risk Management (CRM) initiates measures for managing credit risk positions, taking WestLB Group and portfolio aspects into consideration. It also performs the ongoing credit risk monitoring at the portfolio level and works centrally across all individual business units to limit credit risks, particularly concentration risks. Various instruments and techniques are used to improve the diversification of the loan portfolio, among them credit derivatives and loan sales, portfolio transactions as well as stringent management of new business. Counterparty default risks from trading operations are charged daily to the appropriate credit limits. When credit limits are exceeded, internal regulations stipulate that the responsible trading unit must document the incident with a corresponding explanation and forward the report to CRM. Any loan for which a specific risk provision is formed is considered a problem loan. The Issuer establishes specific allowances when information about possible problems of the individual borrower indicates that it is unlikely that the borrower will repay its loans as agreed. Commitments with a sub-standard or specially mentioned risk profile and commitments which are or are likely to become non-performing are included in the WestLB Global Watchlist (WGW) and are subject to closer monitoring. Problem cases are transferred for closer scrutiny to a special centralised processing unit, where a team of experts works to maintain the value of the loans and limit the Bank's loss exposure by developing suitable restructuring strategies. Participation Risks Participation risk represents the risk of loss resulting from the provision of equity capital. The Issuer manages its participation risks at WestLB Group level. The Corporate Finance unit is responsible for mezzanine solutions, and Investment Management is in charge of private equity investments. WestLB Group Development oversees the Bank's subsidiaries and WestLB Group companies. These business units monitor and steer the risks relating to these commitments, with particular attention paid to companies which are exposed to entrepreneurial risks. In accordance with MaRisk organisational and operational requirements, CRM assumes the back office function providing an independent second vote for all equity investments proposed by the Corporate Finance and Group Development front office units. Liquidity Risks Liquidity risk represents the risk that present or future payment obligations cannot be met in full or on time, or, in the case of a liquidity bottleneck, the risk that liabilities can be refinanced only at increased market rates (funding risk) or assets liquidated only at a discount to market rates (market liquidity risk). 15

16 In order to steer the Bank's liquidity, WestLB determines, on a daily basis, the contractual maturity profile of all assets and liabilities having an impact on liquidity and compare it to the potential inflows and outflows from securities holdings, access to unsecured refinancing, time-bucketed deposits and contingent liabilities. The infrastructure for liquidity management already put into place offered a systems platform which effectively supported WestLB's efforts to ensure that all liquidity risks remained transparent. An integrated treasury model also enabled WestLB to manage its liquidity proactively. Operational Risks Operational risks refer to the risk of losses resulting from inadequate or failed internal processes, people and systems or from external events. Operational risk is steered on the basis of a framework which is consistent throughout the WestLB Group. The collection of internal and external loss data, Risk Self Assessments, Risk Indicators, Scenario Analysis and Tracking represent important instruments of operational risk management, all of which are used successfully at WestLB. Established four years ago, the risk event database which the Bank's centralised Operational Risk Managers run meets the standards of the ORX Data Consortium (operational Riskdata exchange Association, Zurich). The reporting process is supported by various incentive systems. WestLB filed an application with the supervisory authorities in October 2006 for approval to use the Advanced Measurement Approach (AMA) to measure the WestLB Group's operational risks. The corresponding audits were conducted in late 2006 and August Effective 1st January, 2008, WestLB is authorized by BaFin to use AMA for the WestLB Group Reputational Risks Reputational risk is defined as the risk that WestLB's stakeholders will develop a negative perception of its performance, competence, integrity or trustworthiness. WestLB believes that reputational risk should be taken seriously across all business lines and related products making up its core operations. In particular, WestLB believes that its reputation factors heavily into its sustainability and can affect its enterprise value both positively and negatively. The due diligence WestLB conducts before starting any new lines of business, or working with new customer and/or product groups, includes an analysis of potential reputational risks. WestLB examines the reputational risks at the individual transaction level using a checklist. Summary of Financial Market Crisis and Outlook The financial market crisis dominated Market players were surprised by the length of the crisis, but perhaps even more by its unexpected magnitude. The illiquidity which proceeded to seize the markets severely limited their options, leaving them unable, despite the proactive measures taken, to cushion the impact on their results and capital base to any appreciable degree. As of mid-march 2008, the turmoil in the financial markets was continuing to escalate. Therefore, statements concerning future developments in the financial and capital markets are very tentative. WestLB did not escape the turmoil in the capital markets. However, due to the risk shield of up to Euro 5 billion guaranteed by the owners, the Bank is protected from further losses arising from its structured securities portfolios with a nominal volume of approximately Euro 23 billion. The risk shield has created the necessary room to strengthen WestLB with a view to ensure its viability. In light of the challenging situation in the capital markets in 2007 and the impact on WestLB's positioning, the Bank will actively work towards reducing its concentration risks further in As part of the ongoing improvement of its risk management system, WestLB intends to use its experiences from the financial market crisis to develop procedures which will provide the Bank with a more integrated view of its market, credit and liquidity risks as well as their effects on its capital and results. Thus, one additional focus of WestLB's work in 2008 will be on Bank-wide, integrated stress testing which encompasses all risk types. Factors which are material for the purpose of assessing the market risks associated with Debt Obligations issued under the Programme The Debt Obligations may not be a suitable investment for all investors Each potential investor in the Debt Obligations must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should: 16

17 (i) (ii) (iii) (iv) (v) have sufficient knowledge and experience to make a meaningful evaluation of the Debt Obligations, the merits and risks of investing in the Debt Obligations and the information contained or incorporated by reference in this Base Prospectus or any applicable supplement hereto; have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Debt Obligations and the impact the Debt Obligations will have on its overall investment portfolio; have sufficient financial resources and liquidity to bear all of the risks of an investment in the Debt Obligations, including Debt Obligations with principal or interest payable in one or more currencies, or where the currency for principal or interest payments is different from the potential investor s currency; understand thoroughly the terms of the Debt Obligations and be familiar with the behaviour of any relevant indices and financial markets; and be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks. Risks related to the structure of a particular issue of Debt Obligations A wide range of Debt Obligations may be issued under the Programme. A number of these Debt Obligations may have features which contain particular risks for potential investors. Potential investors should consider the terms of Debt Obligations before investing. Modification The conditions of the Notes contain provisions for calling meetings of holders of Notes to consider matters affecting their interests generally. These provisions permit defined majorities to bind all holders of Notes including holders of Notes who did not attend and vote at the relevant meeting and holders of Notes who voted in a manner contrary to the majority. EU Savings Directive If, following implementation of this Directive, a payment were to be made or collected through a Member State which has opted for a withholding system and an amount of, or in respect of tax were to be withheld from that payment, neither the Issuer nor the Guarantee Provider nor any Paying Agent nor any other person would be obliged to pay additional amounts with respect to any Note as a result of the imposition of such withholding tax. If a withholding tax is imposed on payment made by a Paying Agent following implementation of this Directive, the Issuer will be required, to the extent this is possible, to maintain a Paying Agent in a Member State that will not be obliged to withhold or deduct tax pursuant to the Directive. Change of law The conditions of the Debt Obligations are based on Irish law in effect as at the date of this Base Prospectus. No assurance can be given as to the impact of any possible judicial decision or change to Irish law or administrative practice after the date of this Base Prospectus. Denomination of Payments made by DTC DTC is only able to make payments in U.S. dollars. Accordingly, where the Specified Currency of an issue of Securities is not U.S. dollars, DTC will make payments of interest and principal to beneficial holders in respect of the Global 144A Security representing that issue in U.S. dollars unless, pursuant to the Agency Agreement and not less than 15 days prior to each Interest Payment Date, the holder of such beneficial interests notifies DTC or its nominee that it has elected to receive payments in the relevant Specified Currency outside of DTC and provided bank account details into which such payments are to be made. Exchange rate fluctuations between the Specified Currency and the U.S. dollar may reduce the U.S. dollar amount of interest and/or principal received by holders of beneficial interests in any such Global Rule 144A Security held in DTC. Risks related to Securities Irish Asset Covered Security Legislation Untested The ACS Act was passed in 2001 and came into effect on 22nd March, The protection afforded to the Security holders by means of a preference on the Cover Assets included in the Issuer s Pool is based only on the ACS Act. The first asset covered securities were issued in March 2003 and there are currently four regular issuers of asset covered securities.nevertheless, there is still only limited practical experience in relation to the operation of the ACS Act with respect to designated credit institutions (including the Issuer) registered under the ACS Act. 17

18 Market for Asset Covered Securities There is currently a limited existing secondary or other market for Asset Covered Securities issued under the ACS Act, and there is limited existing liquidity in Asset Covered Securities. No assurance can be given as to the continuation or effectiveness of any market-making activity or as to whether any secondary market or liquidity may develop with respect to the Securities. Sharing of Pool The Cover Assets included in the Issuer s Pool benefit not only the holders of the Securities, but also other preferred creditors of the Issuer. These preferred creditors are all other holders of the Issuer s Asset Covered Securities whether outstanding now or in the future, counterparties under cover assets hedge contracts now and in the future provided that such counterparties fulfil their financial obligations under the relevant cover assets hedge contracts, the Monitor and any manager appointed to the Issuer whether now or in the future (see "Insolvency of Institutions"). None of the Cover Assets in the Issuer s Pool are or will be exclusively available to meet the claims of the holders of the Securities ahead of such other preferred creditors of the Issuer now or in the future. Risks related to the market generally The secondary market generally Although application has been made to list the Debt Obligations on the Official List of the Irish Stock Exchange and to admit the Debt Obligations to trading on the regulated market of the Irish Stock Exchange, Debt Obligations may have no established trading market when issued, and one may never develop. If a market does develop, it may not be very liquid. Therefore, investors may not be able to sell their Debt Obligations easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. This is particularly the case for Debt Obligations that are especially sensitive to interest rate, currency or market risks, are designed for specific investment objectives or strategies or have been structured to meet the investment requirements of limited categories of investors. These types of Debt Obligations generally would have a more limited secondary market and more price volatility than conventional debt securities. Illiquidity may have a severely adverse effect on the market value of Debt Obligations. Interest rate risks Investment in Fixed Rate Debt Obligations involves the risk that subsequent changes in market interest rates may adversely affect the value of the Fixed Rate Debt Obligations. Credit ratings may not reflect all risks One or more independent credit rating agencies may assign credit ratings to the Debt Obligations. The ratings may not reflect the potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may affect the value of the Debt Obligations. A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time. Legal investment considerations may restrict certain investments The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) Debt Obligations are legal investments for it, (2) Debt Obligations can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of any Debt Obligations. Financial institutions should consult their legal advisors or the appropriate regulators to determine the appropriate treatment of Debt Obligations under any applicable risk-based capital or similar rules. Risks relating to Local Offers in Ireland within the meaning of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 of Ireland The past performance of Debt Obligations issued by the Issuer may not be a reliable guide to future performance of Debt Obligations. Debt Obligations fall as well as rise in value. Income or gains from Debt Obligations may fluctuate in accordance with market conditions and taxation arrangements. Where Debt Obligations are denominated in a currency other than the reference currency used by the investor, changes in currency exchange rates may have an adverse effect on the value, price or income of such Debt Obligations. 18

19 DOCUMENTS INCORPORATED BY REFERENCE The following documents which have previously been published or are published simultaneously with this Base Prospectus and have been filed with the Irish Stock Exchange on or after the date on which the Prospectus Directive was implemented in Ireland (being 1st July, 2005) shall be incorporated in, and form part of, this Base Prospectus: (a) (b) (c) (d) (e) the Issuer's audited annual financial statements for the fiscal year ended 31st December, 2006 and the audit report thereon and the Issuer's audited annual financial statements for the fiscal year ended 31st December, 2007 and the audit report thereon; the audited group financial statements and the group statements of financial condition of WestLB AG for each of the two fiscal years ended 31st December, 2007 and 31st December, 2006 and the audit opinions thereon (English language translation of the respective German language group financial statements and the group statements of financial condition and the respective German language audit opinions); the Memorandum and Articles of Association of the Issuer; terms and conditions of the Notes (English version) and final terms (English version) as contained in the Base Prospectus dated respectively, 26th August, 2005 (the 2005 Base Prospectus), 5th September, 2006 (the 2006 Base Prospectus) and 11th May, 2007 (the 2007 Base Prospectus); and terms and conditions of the Securities (English version) and final terms (English version) as contained in the 2005 Base Prospectus, 2006 Base Prospectus and 2007 Base Prospectus, respectively, save that any statement contained herein or in a document which is deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this Base Prospectus to the extent that a statement contained in any supplement to this Base Prospectus issued pursuant to Article 16 of the Prospectus Directive modifies or supersedes such statement. Copies of documents incorporated by reference in this Base Prospectus can be obtained from the website of the Issuer, In addition, the Issuer will provide, without charge, to each person to whom a copy of this Base Prospectus has been delivered, upon the request of such person, a copy of any or all of the documents deemed to be incorporated herein by reference unless such documents have been modified or superseded as specified above. Requests for such documents should be directed to the Issuer at its office set out at the end of this Base Prospectus. In addition, such documents will be available free of charge from the specified office of each Paying Agent. The Issuer will, in the event of any significant new factor, material mistake or inaccuracy relating to information included in this Base Prospectus which is capable of affecting the assessment of any Debt Obligations, prepare a supplement to this Base Prospectus or publish a new Base Prospectus for use in connection with any subsequent issue of Debt Obligations. The information included in the 2005 Base Prospectus, 2006 Base Prospectus and 2007 Base Prospectus, other than the information from these documents incorporated by reference herein, is superseded by the information in this Base Prospectus and so is not relevant to investors. 19

20 General ISSUE PROCEDURES The Issuer and the relevant Dealer will agree on the terms and conditions applicable to each Tranche of Debt Obligations (the Conditions). The applicable Final Terms will specify whether these Conditions are to be Long-Form Conditions or Integrated Conditions (each as described below): Long-Form Conditions will generally be used for Debt Obligations which are not publicly offered in Germany. Integrated Conditions will be required where the Debt Obligations are to be publicly offered in Germany, in whole or in part, or are to be distributed, in whole or in part, to non-professional investors in Germany. Long-Form Conditions If the applicable Final Terms specify that Long-Form Conditions are to apply to the Debt Obligations, the provisions of the applicable Final Terms and the Terms and Conditions, taken together, shall constitute the Conditions. Such Conditions will be constituted as follows: the Terms and Conditions will be modified, supplemented or replaced by the text of any provisions of the applicable Final Terms modifying, supplementing or replacing, in whole or in part, the provisions of the Terms and Conditions; and alternative or optional provisions of the Terms and Conditions as to which the corresponding provisions of the applicable Final Terms are not completed or are deleted will be deemed to be deleted from the Conditions. Where Long-Form Conditions apply, each Global Debt Obligation representing the Debt Obligations of the relevant Series will have the applicable Final Terms attached. Where Definitive Debt Obligations are issued they will have endorsed thereon the applicable Final Terms and the Terms and Conditions in full. Integrated Conditions If the applicable Final Terms specify that Integrated Conditions are to apply to the Debt Obligations, the Conditions in respect of such Debt Obligations will be constituted as follows: all non-applicable provisions of the Terms and Conditions will be deleted; and the Terms and Conditions will be otherwise modified, supplemented or replaced, in whole or in part as specified in the applicable Final Terms. Where Integrated Conditions apply, the Integrated Conditions alone will constitute the Conditions. The Integrated Conditions will be attached to each Global Debt Obligation representing Debt Obligations of the relevant Series and will be endorsed on any Definitive Debt Obligations issued. 20