S-B

As filed with the Securities and Exchange Commission on September 29, 2011

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

REGISTRATION STATEMENT

UNDER SCHEDULE B

OF

THE SECURITIES ACT OF 1933

European Investment Bank

(Name of Registrant)

100, boulevard Konrad Adenauer, L-2950 Luxembourg, Grand Duchy of Luxembourg

(Address of Registrant)

Name and address of authorized agent in the United States:

João Vale de Almeida

Head of Delegation of the Delegation of the

European Union to the United States

2300 M Street, N.W.

Washington, D.C. 20037

It is requested that copies of all notices and communications from

the Securities and Exchange Commission be sent to:

Philip J. Boeckman Cravath, Swaine & Moore LLP CityPoint One Ropemaker Street London EC2Y 9HR England Kathryn A. Campbell Sullivan & Cromwell LLP 1 New Fetter Lane London EC4A 1AN England  

Approximate date of commencement of proposed sale to the public:

From time to time after this Registration Statement becomes effective as described herein.

The securities being registered are to be offered on a delayed or continuous basis pursuant to Release Nos. 33-6240 and 33-6424 under the Securities Act of 1933, as amended.

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered(1)	Amount being registered(2)	Proposed maximum offering price per unit(3)	Proposed maximum aggregate offering price(3)	Amount of registration fee(4)
Debt Securities	$15,000,000,000	100%	$15,000,000,000	$1,625,592.30

(1) Title of each class to be determined from time to time.

(2) Or, if any Debt Securities listed above are sold at an original discount or denominated in a currency other than United States dollars, such different amount as shall result in net proceeds of not more than $15,000,000,000 to the Registrant.

(3) Estimated solely for the purpose of determining the registration fee in accordance with Rule 457(o) of the Securities Act of 1933, as amended.

(4) In accordance with Rule 457(p) of the Securities Act of 1933, as amended, the fee calculation excludes fees of $115,907.70 which are a portion of the fees previously paid in connection with the securities registered pursuant to Registration Statement No. 333-163812, initially filed with the Securities and Exchange Commission on December 18, 2009, of which $2,077,198,900.00 of securities remain unsold.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

CROSS REFERENCE SHEET

Pursuant to Rule 404(a) of the Securities Act of 1933, as amended and Rule 501(b) of Regulation S-K thereunder, the following are cross references between Schedule B of the Securities Act of 1933, as amended and this Registration Statement.

Schedule B Item	Location
1	Cover Page
2	Use of Proceeds
3	The European Investment Bank; Where You Can Find More Information; Description of Securities; Exhibits
4	The European Investment Bank—Introduction
5	The European Investment Bank; Where You Can Find More Information
6	*
7	Authorized Representative in the United States
8	*
9	*
10	*
11	*
12	Legal Opinions; Exhibits
13	Exhibits
14	Exhibits

* Information to be provided from time to time in prospectus supplements filed pursuant to Rule 424(b) in accordance with Release No. 33-6424.

The information in this prospectus is not complete and may be changed.  We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.  This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 29, 2011

PROSPECTUS

Debt Securities

The European Investment Bank from time to time may offer its debt securities denominated in U.S. dollars, in euro, in another currency of any of the member states of the European Union, in Japanese yen, or in other currencies to be determined at the time of sale.  The maximum aggregate principal amount of securities that may be issued is $15,000,000,000, treating any offering of securities in a currency or currencies other than the U.S. dollar as the equivalent in U.S. dollars based on the applicable exchange rate at the date of issue.

The securities will be offered from time to time in amounts and at prices and on terms to be determined at the time of sale and to be set forth in supplements to this prospectus.  The securities will be unconditional, direct and general obligations of the European Investment Bank in accordance with their terms for their payment and performance.

The specific designation, aggregate principal amount and other terms in connection with the offering and sale of each issue of securities will be set forth in a prospectus supplement.  You should read this prospectus and the prospectus supplement carefully.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the securities to be issued under this prospectus or determined if this prospectus is accurate or adequate.  Any representation to the contrary is a criminal offense.

The date of this prospectus is               .

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TABLE OF CONTENTS

Page

About this Prospectus	3
Where You Can Find More Information	3
Forward-Looking Statements	5
The European Investment Bank	6
Use of Proceeds	9
Description of Securities	10
Plan of Distribution	19
Currency Conversions and Foreign Exchange Risks	20
Taxation	22
Legal Opinions	29
Experts	29
Enforcement of Civil Liabilities Against the EIB	29
Authorized Representative in the United States	30

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that the European Investment Bank (the “EIB”) filed with the Securities and Exchange Commission (the “SEC”), under the U.S. Securities Act of 1933, as amended, utilizing a “shelf” registration process.  Under this shelf registration process, we may, from time to time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $15,000,000,000 or the equivalent of this amount in foreign currencies.

This prospectus provides you with a general description of the securities we may offer.  Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering.  The prospectus supplement may also add, update or change information contained in this prospectus.  You should read both this prospectus and any prospectus supplement together with additional information described under the heading “Where You Can Find More Information” below before you purchase our securities.

You should rely only on the information provided in this prospectus and in any prospectus supplement including the information incorporated by reference.  We have not authorized anyone to provide you with different or additional information.  We are not offering these securities in any state where the offer is not permitted by law.  You should not assume that the information in this prospectus, or any prospectus supplement, is accurate at any date other than the date indicated on the cover page of those documents.

References in this prospectus to “we”, “our” or “us” are to the EIB.  References to “euro” are to the single currency of the member states of the European Union participating in the third stage of economic and monetary union pursuant to the Treaty as described below under “The European Investment Bank—Introduction”.  References to “U.S. dollars”, “USD”, “U.S. $”, “dollar” or “$” are to the lawful currency of the United States.

WHERE YOU CAN FIND MORE INFORMATION

The registration statement, including the attached exhibits and schedules, contains additional relevant information about the securities.  The rules and regulations of the SEC allow us to omit certain information included in the registration statement from this prospectus.

In addition, we file reports and other information with the SEC under the U.S. Securities Exchange Act of 1934, as amended.  You may read and copy this information at the following location of the SEC:

Public Reference Room

100 F Street, N.E.

Washington, D.C. 20549

You may also obtain copies of this information by mail from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates.  You may obtain information on the operation of the Public Reference Room by calling the SEC at +1-800-SEC-0330.  All filings made after December 15, 2002 are also available online through the SEC’s EDGAR electronic filing system.  Access to EDGAR can be found on the SEC’s website, at http://www.sec.gov.

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The SEC allows us to “incorporate by reference” information into this prospectus.  This means that we can disclose important information to you by referring you to another document filed separately with the SEC.  The information incorporated by reference is considered to be a part of this prospectus, except for any information that is superseded by information that is included directly in this document.

This prospectus incorporates by reference the documents listed below that the EIB previously filed with the SEC.  They contain important information about us.

SEC Filings
Annual Reports on Form 18-K	●	For the fiscal year ended December 31, 2010, as filed with the SEC on April 18, 2011 (File No. 001-05001)
	●	For the fiscal year ended December 31, 2009, as filed with the SEC on June 8, 2010 (File No. 001-05001)
Amendments on Form 18-K/A	●	Amendment No. 1 to the Annual Report on Form 18-K/A for the fiscal year ended December 31, 2010, as filed with the SEC on May 17, 2011 (File No. 001-05001)
	●	Amendment No. 2 to the Annual Report on Form 18-K/A for the fiscal year ended December 31, 2010, as filed with the SEC on August 3, 2011 (File No. 001-05001)
	●	Amendment No. 1 to the Annual Report on Form 18-K/A for the fiscal year ended December 31, 2009, as filed with the SEC on July 20, 2010 (File No. 001-05001)
	●	Amendment No. 2 to the Annual Report on Form 18-K/A for the fiscal year ended December 31, 2009, as filed with the SEC on August 13, 2010 (File No. 001-05001)
	●	Amendment No. 3 to the Annual Report on Form 18-K/A for the fiscal year ended December 31, 2009, as filed with the SEC on February 22, 2011 (File No. 001-05001)

The EIB incorporates by reference any additional document that it may file with the SEC between the date of this prospectus and the termination of the offering of the securities.  These documents include periodic reports, such as Annual Reports on Form 18 K and amendments on Form 18-K/A.

You can obtain any of the documents incorporated by reference in this document through us, or from the SEC.  Documents incorporated by reference are available from us without charge, excluding any exhibits to those documents incorporated by reference in this prospectus, by requesting them in writing or by telephone from us at the following address and telephone number:

Capital Markets Department

European Investment Bank

100, boulevard Konrad Adenauer

L-2950 Luxembourg,

Grand Duchy of Luxembourg

Telephone: (352) 4379-1

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If you request any incorporated documents from us, we will mail them to you by first class mail, or another equally prompt means, within one business day after we receive your request.

FORWARD-LOOKING STATEMENTS

This prospectus and any prospectus supplement and documents incorporated by reference in this prospectus and any prospectus supplement may contain forward-looking statements. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements.  Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.  Forward-looking statements involve inherent risks and uncertainties and actual results may differ materially from those contained in any forward-looking statements.

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THE EUROPEAN INVESTMENT BANK

Introduction

The EIB is an autonomous public institution established by the Treaty on the Functioning of the European Union, as amended and supplemented from time to time (the “Treaty”).  The EIB’s capital is subscribed by the member states (the “Member States” and each a “Member State”) of the European Union (the “EU”).  The EIB has never defaulted on the payment of principal of or interest on any security issued by it.  The EIB grants finance, in particular, in the form of loans and guarantees, for investments, utilizing its own capital resources and borrowings on capital markets.  The EIB is situated at 100, boulevard Konrad Adenauer, L-2950 Luxembourg, Grand Duchy of Luxembourg.

Mission

Under the Treaty, the purpose of the EIB is to contribute, mainly by having recourse to the capital markets, to the balanced and steady development of a common market among Member States.  To that end, operating on a non-profit-making basis, the EIB is required by the Treaty to grant loans and give guarantees for projects which develop the less-developed regions of the EU and, where the projects are of such size or nature that they cannot be entirely financed from resources available in the individual Member States, for projects which modernize or develop undertakings or develop new activities, or which are of common interest to several Member States.  In addition, the EIB grants loans and gives guarantees for projects outside the EU, generally within the framework of agreements between the EU and non-member states.

Constitution and Membership

The EIB is separate from the EU institutions and it has its own governing bodies, sources of revenues and financial operations and is solely responsible for its indebtedness.  The EIB is governed by the provisions of the Treaty, the Statute of the EIB, as amended, which is annexed as a protocol to the Treaty (the “Statute”), and the Protocol on the Privileges and Immunities of the European Union (the “Protocol”).

The Treaty establishes the EIB and defines the mission of the EIB.  The Statute sets forth the objectives, structure, capital, membership, financial resources, means of intervention and auditing arrangements of the EIB.  The Protocol gives the EIB a range of privileges and immunities considered necessary for the performance by the EIB of its tasks and other functions.

The members of the EIB are the 27 Member States of the EU and the following table sets out the share of each Member State in the subscribed capital of the EIB as of April 1, 2009:

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Country	EUR
Germany	37,578,019,000
France	37,578,019,000
Italy	37,578,019,000
United Kingdom	37,578,019,000
Spain	22,546,811,500

Belgium	10,416,365,500
Netherlands	10,416,365,500
Sweden	6,910,226,000
Denmark	5,274,105,000
Austria	5,170,732,500
Poland	4,810,160,500
Finland	2,970,783,000
Greece	2,825,416,500
Portugal	1,820,820,000
Czech Republic	1,774,990,500
Hungary	1,679,222,000
Ireland	1,318,525,000
Romania	1,217,626,000
Slovakia	604,206,500
Slovenia	560,951,500
Bulgaria	410,217,500
Lithuania	351,981,000
Luxembourg	263,707,000
Cyprus	258,583,500
Latvia	214,805,000
Estonia	165,882,000
Malta	98,429,500
Total	232,392,989,000

The board of directors of the EIB may require payment of the balance of the subscribed capital, to such extent as may be required by the EIB to meet its obligations.  Each Member State shall make this payment in proportion to its share of the subscribed capital.

Administration

The EIB is directed and managed by a board of governors, a board of directors and a management committee.  The board of governors consists of government ministers, usually ministers of finance, appointed by the Member States.  The board of governors lays down general directives on the credit policy of the EIB and ensures that such directives are implemented.  In addition, the board of governors decides on increases in the subscribed capital and the EIB’s participation in financing operations outside the EU.  Decisions of the board of governors are based on a voting regime ranging from simple majority (representing at least 50% of the subscribed capital) to unanimity.

The board of directors is composed of 28 directors and 18 alternate directors, each appointed by the board of governors on nomination by the Member States and the Commission of the EU.  There are also six non-voting experts co-opted to the board of directors.  Functions of the board of directors include, but are not limited to, the following: (a) taking decisions in respect of granting finance, in particular, in the form of loans and guarantees and borrowings; (b) approving the criteria for the fixing of interest rates; and (c) ensuring that the EIB is managed in accordance with the provisions of the Treaty and the Statute and the general directives laid down by the board of governors.  Decisions of the board of directors are based on a voting regime ranging from one third of its members (representing at least 50% of the subscribed capital) to unanimity.

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The management committee consists of the president and vice-presidents appointed for a period of six years by the board of governors on a proposal from the board of directors.  The management committee as the executive body of the EIB is responsible for the day-to-day business of the EIB.  The management committee prepares the decisions of the board of directors, in particular, the decisions on granting finance, in particular, in the form of loans and guarantees, and it ensures that such decisions are implemented.

Legal Status

The EIB has a legal personality and possesses in each Member State the most extensive legal capacity accorded to legal persons under the laws of each such Member State.  It may acquire and transfer property and sue and be sued in its own name.

The EIB and its assets, revenue and other property are exempt from all direct taxes of the Member States.  The EIB is also exempt from any fiscal charges in respect of increases in its subscribed capital or paid-in capital and from any related formalities in the Member State in which the EIB has its seat.  The activities of the EIB carried out under the terms of the Statute may not be the subject of any turnover tax in the Member States.

The Treaty provides that the Court of Justice of the European Union (the “Court of Justice”), has exclusive jurisdiction in certain cases involving the fulfillment by Member States of their obligations under the Statute and the lawfulness of measures adopted by the board of governors and the EIB’s board of directors.  Subject to the foregoing exclusive jurisdiction of the Court of Justice, any litigation between the EIB and its creditors or debtors, including claims based on guarantees made by Member States, may be determined by competent national courts.  The property and assets of the EIB within the Member States are not, except by judicial decision and with the authorization of the Court of Justice, subject to attachment or to seizure by way of execution.

EIB Lending Activities

In support of the objectives of the EU, the EIB finances investments carried out by public or private undertakings, in particular, in the areas of transport, energy, information technology, telecommunications, urban, health and education infrastructure, environmental sustainability and human capital.  Furthermore, the EIB provides intermediated loans to small and medium sized entities.  The EIB finances investments in both EU Member States and non-member states.

To be eligible for EIB financing, each investment operation has to contribute to EU economic policy objectives.  The EIB carries out a detailed appraisal, which includes a review of the technical, environmental, economic, financial and legal aspects of each investment operation.  Following the detailed appraisal, the EIB forms an opinion on the basis of available data and documents as to whether or not the EIB will provide any financing for the reviewed investment operation.

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The EIB grants finance, in particular, in the form of loans and guarantees, for investment operations outside the EU, generally within the framework of agreements between the EU and non-member states either in bilateral or multilateral form.  The following are examples of EIB lending activities in non-member states:

●   The EIB’s operations in the Mediterranean partner countries have been brought together under the Facility for Euro-Mediterranean Investment and Partnership (“FEMIP”) since October 2002.  FEMIP aims to help the Mediterranean partner countries to meet the challenges of economic and social modernization and enhanced regional integration. In FEMIP operations, the EIB own resources loans are generally guaranteed in last resort by the EU upon the terms of the relevant guarantee.

●   The EIB’s lending in Asia and Latin America (“ALA”) is supported by decisions of the EU.  The EIB finances projects in countries that are signatories to cooperation agreements with the EU. In ALA operations, the EIB own resources loans are generally guaranteed in last resort by the EU upon the terms of the relevant guarantee.

●   The EIB operates in several African, Caribbean and Pacific (“ACP”) countries.  The ACP countries have established a special relationship with the EU through successive conventions.  The latest such convention is the 2000 Cotonou Agreement (as amended), under which the EIB provides financing to projects, under the guarantee of the Member States.

EIB Funding

The EIB is financially independent.  It operates on a broadly self-financing basis, raising resources through bond issues and other debt instruments in international and domestic debt markets.  In addition to large benchmark/reference bonds, the EIB offers public bonds and private placements of smaller size, which seek to meet specific investor requirements as to maturities, currencies, interest rate and other similar terms.  These issues cover a variety of debt products from fixed rate bonds with redemption at final maturity to highly structured securities adapted to the very specific needs of particular investors.

USE OF PROCEEDS

The net proceeds to the EIB from the sale of the securities offered hereby will be used in the general operations of the EIB, including disbursements of loans granted by the EIB prior to or after the date of this prospectus.  Neither the particular projects for which, or borrowers to which, loans will be made nor the countries in which such projects will be located have been identified.

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DESCRIPTION OF SECURITIES

The following is a brief summary of the terms and conditions of the securities offered by the EIB and the fiscal agency agreement with respect thereto. Copies of the forms of securities and the form of fiscal agency agreement are filed as exhibits to the registration statement of which this prospectus constitutes a part.  This summary does not purport to be complete and is qualified in its entirety by reference to those exhibits. For a complete description of the securities, you should read those exhibits.

The forms of debt securities and fiscal agency agreement filed as exhibits to this registration statement replace the forms of debt securities and fiscal agency agreements filed as exhibits to the EIB’s registration statement No. 333-9754, dated December 18, 1998. The debt securities that the EIB may offer from time to time pursuant to this registration statement will not have the benefit of certain restrictive provisions applicable to the EIB’s previously issued debt securities. In particular, holders of the EIB’s debt securities issued under this registration statement will not have the benefit of a negative pledge covenant and will not have the right to accelerate their securities upon acceleration of any of the EIB’s indebtedness other than for borrowed money.

General

The securities may be issued in one or more series as may be authorized from time to time by the EIB.  Reference is made to the applicable prospectus supplement for the following terms of securities offered thereby:

(i)              the designation;

(ii)             the aggregate principal amount and currency, any limit on such principal amount and authorized denominations;

(iii)             the percentage of their principal amount at which such securities will be issued;

(iv)            the maturity date;

(v)             the interest rate or method of determining the interest rate, if any;

(vi)            the interest payment dates, if any, and the dates from which interest accrues;

(vii)           any index, price or formula to be used for determining the amount of any payment of principal, premium or interest;

(viii)          any optional or mandatory redemption terms or purchase, repurchase or sinking fund provisions;

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(ix)             whether such securities will be in bearer form, which may or may not be registrable as to principal, with interest coupons, if any, or in fully registered form, or both, and restrictions on the exchange of one form for another;

(x)              the record date;

(xi)             the governing law of the securities;

(xii)            if the securities can be redenominated into euro at the option of the EIB; and

(xiii)           any other terms of the securities.

There will be a fiscal agent or agents for the EIB in connection with the securities whose duties will be governed by a fiscal agency agreement.  The EIB may replace the fiscal agent and may appoint different fiscal agents for different series of securities.  The identity of the fiscal agent for each series of securities will be set forth in the applicable prospectus supplement.  The EIB may maintain deposit accounts and conduct other banking transactions in the ordinary course of business with the fiscal agent.  The fiscal agent is the agent of the EIB, is not a trustee for the holders of the securities and does not have the same responsibilities or duties to act for such holders as would a trustee.

Any monies paid by the EIB to the fiscal agent or any paying agent identified in a prospectus supplement for the payment of the principal of (or premium, if any, on) or interest, respectively, on any securities that remain unclaimed at the end of ten years or five years, respectively, after such principal (or premium, if any) or interest shall have become due and payable (whether at maturity, upon call for redemption or otherwise) shall then be repaid to the EIB upon its written request.  Upon such repayment all liability of the fiscal agent and any paying agent with respect to such monies shall cease.  Any obligation the EIB may have to pay the principal of (or premium, if any, on) such securities shall terminate at the end of ten years after such principal or premium shall have become due and payable.  Any obligation the EIB may have to pay any interest on such securities shall terminate at the end of five years after such interest shall have become due and payable.

Securities may be issued as discounted securities, which bear no interest or bear interest at a rate which at the time of issuance is below market rates, to be sold at a substantial discount below their stated principal amount.  Special considerations applicable to any discounted securities will be described in the related prospectus supplement.

Principal of, and premium, if any, on, and interest on the securities will be payable at such place or places and in such currency or currencies as are designated by the EIB and set forth in the applicable prospectus supplement.  Interest on fully registered securities will be paid by check mailed to the persons in whose names securities are registered at the close of business on the record dates designated in the applicable prospectus supplement at each such person’s address appearing on the register of securities.

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Rank of Securities

The securities will be unconditional, direct and general obligations of the EIB in accordance with their terms for their payment and performance.  The securities will rank pari passu with any present or future indebtedness of the EIB represented by any unsubordinated  and unsecured notes or bonds.

Default, Acceleration of Maturity

The principal of all the securities of a series then outstanding (if not already due) may be declared to be due and payable immediately by written notice given to the EIB and the fiscal agent by the holders of not less than a majority in principal amount of all the securities of such series at the time outstanding, if:

(i)   the EIB shall default in any payment of the principal of (or the premium, if any, on) or interest on any of the securities of a series and such default shall not be cured by payment thereof within 30 days, or

(ii)the EIB shall default in the performance of any other covenant under the securities of a series and such default shall continue for a period of 90 days after written notice thereof shall have been given to the EIB and the fiscal agent by the holders of not less than 25% in principal amount of all the securities of such series at the time outstanding, or

(iii)            a default, as defined in any instrument evidencing, securing or protecting any indebtedness for borrowed money of the EIB, now or hereafter outstanding and maturing more than one year from the date of its creation, shall happen and the maturity of such indebtedness shall have been accelerated so that the same shall have become due and payable prior to the date on which the same would otherwise have become due and payable and such acceleration shall not have been rescinded or annulled.

The holders of not less than a majority in principal amount of all the securities of such series then outstanding, by written notice given to the EIB and the fiscal agent, may rescind such declaration, at any time after the principal of all the securities of a series shall have been so declared due and payable if:

(i)              no judgment or decree for the payment of amounts due thereon shall have been entered,

(ii)             all arrears of interest upon all the securities of such series and all other sums due in respect thereof, except any principal payments which shall not have matured by their terms, shall have been duly paid by the EIB, and

(iii)            all other defaults under the securities of such series shall have been made good.

No such rescission shall impair any right consequent on any subsequent default.

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Redemption

Except as otherwise provided in the prospectus supplement, if the securities of a series provide for mandatory redemption by the EIB, or redemption at the election of the EIB, such redemption shall be upon not more than 60 nor less than 30 days’ notice.  In the event of redemption in part, the securities to be redeemed will be selected by lot by the fiscal agent.  Notices to the holders of the securities will be given by delivery to the relevant securities clearing system for communication by each of them to entitled participants.  So long as the securities are listed on one or more stock exchanges and the rules of such stock exchange(s) so require, notices shall also be published in such manner as the rules of such stock exchange(s) may require.

Repurchase

The EIB shall have the right at any time to purchase securities of a series in the open market or otherwise.  Any securities so purchased may be resold at the EIB’s discretion if not surrendered to the fiscal agent for cancellation.

Amendments

Upon the affirmative vote of the holders of not less than 66 2/3% in aggregate principal amount of the securities of a series of securities then outstanding or upon the written consent of the holders of not less than such percentage (or of such other percentage as may be set forth in the terms of the securities of such series with respect to the action being taken) at a meeting duly called and held, the EIB may modify, amend or supplement the terms of the securities of such series or, insofar as it affects the securities of such series, the fiscal agency agreement, in any way.  Such holders may make, take or give any request, demand, authorization, direction, notice, consent, waiver or other action provided by the fiscal agency agreement or the securities of such series to be made, given or taken by holders of securities.  No such action may, without the consent of the holder of each security of such series affected thereby:

(i)   change the due date for the payment of the principal of (or premium, if any, on) or any installment of interest on any security of such series,

(ii)reduce the principal amount of any security of such series, the portion of such principal amount which is payable upon acceleration of the maturity of such security, the interest rate thereon or the premium payable upon redemption thereof,

(iii)change the coin or currency (unless required by law of the jurisdiction which issued such coin or currency) in which or the required places at which payment with respect to interest, premium or principal in respect of the securities of such series is payable,

(iv)           shorten the period during which the EIB is not permitted to redeem the securities of such series, or permit the EIB to reduce the securities of such series if, prior to such action, the EIB is not permitted to do so, or

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(v)reduce the proportion of the principal amount of the securities of such series the vote or consent of the holders of which is necessary to modify, amend or supplement the fiscal agency agreement or the terms and conditions of the securities of such series or to make, take or give any request, demand, authorization, direction, notice, consent, waiver or other action provided thereby to be made, given or taken.

The EIB and the fiscal agent may, without the vote or consent of any holder of securities, amend the fiscal agency agreement or the securities of any series for the purpose of:

(i)              adding to the covenants of the EIB for the benefit of the holders of the securities,

(ii)             surrendering any right or power conferred upon the EIB,

(iii)            securing the securities pursuant to the requirements of the securities or otherwise,

(iv)            curing any ambiguity or curing, correcting or supplementing any defective provision thereof, or

(v)             amending the fiscal agency agreement or the securities of such series in any manner which the EIB and the fiscal agent reasonably determine is not inconsistent with the securities of such series and does not adversely affect the interest of any holder of securities.

In relation to any securities denominated in a currency that becomes the euro (through participation in the third stage of economic and monetary union pursuant to the Treaty), the EIB may:

(i)              redenominate the securities in euro, and

(ii)             consolidate the securities so redenominated,

in accordance with the terms and conditions set out in the relevant prospectus supplement.  Consent of the holders of the securities for such redenomination and consolidation is not required.

In summary, the redenomination of the securities includes the following: conversion into euro will be at the rate for the conversion of such currency into euro pursuant to the Treaty and the relevant European Union decisions or regulations.  After such conversion and following rounding(s), the EIB may, at its option, renominalize the securities into integral amounts in euro.  In addition, the market conventions applicable to such securities shall be deemed to be amended to comply with any conventions the fiscal agent, in its discretion, shall determine to be then applicable to euro denominated securities.

Furthermore, the EIB may consolidate the securities so redenominated with other securities issued by it that have the same terms and conditions as the securities and that are either originally denominated in euro or redenominated in euro.

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Governing Law, Jurisdiction and Consent to Service

The securities will be governed by, and interpreted in accordance with, the laws of the State of New York, except as to matters relating to the authorization and execution of the securities by the EIB which shall be governed by the Statute and the Treaty.

The EIB will waive (to the extent permitted by law) irrevocably any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon the securities of any series which may be duly instituted in any State or Federal court in The City and State of New York by the holder of a security of such series.  This waiver shall not extend to actions brought under the U.S. Federal securities laws.

The EIB will appoint the fiscal agent as its authorized agent upon which process may be served in any action arising out of or based upon the securities of any series which may be instituted in any State or Federal court in The City and State of New York by the holder of a security of such series and will accept the jurisdiction of any such court in respect of such action.  Such appointment and acceptance of jurisdiction shall not extend to actions brought under the U.S. Federal securities laws.  Such appointment shall be irrevocable so long as any of the securities of such series remain outstanding unless and until the appointment of a successor fiscal agent as the EIB’s authorized agent and such successor’s acceptance of such appointment.  Notwithstanding the foregoing, the U.S. Foreign Sovereign Immunities Act of 1976, as amended, may provide an effective means of service and preclude the assertion of sovereign immunity in actions brought under the U.S. Federal securities laws.  With respect to execution, the U.S. Foreign Sovereign Immunities Act of 1976, as amended, provides that commercial property located in the United States of an agency or instrumentality of a foreign state may be levied upon for the satisfaction of judgments rendered against it by U.S. courts in connection with its commercial activities.  However, the property and assets of the EIB within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice.  Notwithstanding the foregoing, any action based on the securities of any series may be instituted by the holder of a security of such series in any competent court of the jurisdiction in which the EIB has its seat.

Book-Entry System

The securities will be issued in the form of one or more fully registered global certificates, registered in the name of Cede & Co. as nominee for The Depository Trust Company (“DTC”), and/or any other form as identified in the applicable prospectus supplement (each a “Global Security”).  The Global Securities will be deposited, until all obligations of the EIB under the securities are satisfied, with a custodian for DTC and/or any other depositary or depositaries identified in the applicable prospectus supplement (each a “Depositary”), which may include Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”).  Beneficial interests in the Global Securities will be represented through accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in DTC, Euroclear, Clearstream, Luxembourg and/or any other relevant securities clearing systems.

The EIB anticipates that the following provisions will apply to depositary arrangements:

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Upon the issuance of a Global Security, the EIB expects that the applicable Depositary, or its nominee, will credit on its book-entry registration and transfer system the respective principal amounts of the securities represented by such Global Security to the accounts of persons that have accounts with such Depositary or its nominee (“participants”).  The accounts to be credited shall be designated by the underwriters or agents with respect to such securities or by the EIB if such securities are offered and sold directly by the EIB.  Ownership of beneficial interests in such Global Security will be limited to participants or persons that may hold interests through participants.  Except as provided below, the securities will not be held in definitive form.  Ownership of beneficial interests in such Global Security will be shown on, and the transfer of that ownership will be effected only through, records maintained by the applicable Depositary or its nominee (with respect to interests of participants) and on the records of direct or indirect participants (with respect to interests of persons other than participants).  Owners of beneficial interests in a Global Security (other than participants) will not receive written confirmation from the applicable Depositary of their purchases.  Each beneficial owner is entitled to receive, upon request, written confirmation providing details of the transaction as well as periodic statements of its holdings from the Depositary (if such beneficial owner is a participant) or from the participant through which such beneficial owner entered into the transaction (if such beneficial owner is not a participant).  The laws in some states of the United States require that certain purchasers of securities take physical delivery of such securities in definitive form.  Such limits and such laws may impair the ability to own, transfer or pledge beneficial interests in a Global Security.

Any payment of principal or interest due on any securities on any interest payment date or at maturity will be made available by the EIB to the fiscal agent or any paying agent on or before such date.  On the respective payment date, the fiscal agent and/or any paying agent will make such payments to the Depositary or its nominee, as the case may be, in accordance with arrangements between the fiscal agent and/or any paying agent and such Depositary or its nominee.  Such Depositary or its nominee, upon receipt of any payment of principal or interest, will credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such Global Security as shown on the records of such Depositary or its nominee.  Payments by direct or indirect participants to owners of beneficial interests in such Global Security held through such direct or indirect participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in “street name”, and will be the responsibility of such participants.  Neither the EIB nor the fiscal agent nor any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

So long as a Depositary, or its nominee, is the registered owner or holder, as the case may be, of a Global Security, such Depositary or such nominee, as the case may be, will be considered the sole owner and holder of the securities represented by such Global Security for all purposes of the securities.  Except as provided below, owners of beneficial interests in a Global Security will not be entitled to have the securities represented by such Global Security registered in their names and will not receive or be entitled to receive physical delivery of definitive securities in bearer form.  Accordingly, each person owning a beneficial interest in a Global Security must rely on the procedures of the applicable Depositary, or its nominee, and, if such person is not a participant, on the procedures of such direct or indirect participant through which such person owns its interest, to exercise any rights of a holder of securities.

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Except as otherwise set forth in the applicable prospectus supplement, a Global Security may not be transferred without the prior written consent of the EIB and except as a whole by the applicable Depositary to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or any other nominee of such Depositary, or by such Depositary or any such nominee to another Depositary for such securities or its nominee or to a successor of the Depositary or a nominee of such successor.  Securities represented by a Global Security are exchangeable for certificated securities in definitive form (“Certificated Securities”) of like tenor as such securities:

(i)              if the related Depositary notifies the EIB that it is unwilling or unable to continue as Depositary for such Global Security or if at any time such Depositary ceases to be a clearing agency registered under the U.S. Securities Exchange Act of 1934, as amended, at a time when it is required to be so registered, and a replacement Depositary is not appointed,

(ii)             if the EIB in its discretion at any time determines not to have all of the applicable securities represented by such Global Security,

(iii)            if an event of default entitling the holders of the applicable securities to accelerate the maturity thereof has occurred and is continuing, or

(iv)            in such other events as may be specified in a prospectus supplement.

Any security that is exchangeable pursuant to the preceding sentence is exchangeable for Certificated Securities registered in such names as the applicable Depositary shall direct. Certificated Securities may be presented for registration of transfer or exchange at the office of the fiscal agent in such place as is specified in a prospectus supplement.  Subject to the foregoing or as otherwise provided herein or in a prospectus supplement, a Global Security is not exchangeable, except for a Global Security or Global Securities of the same tenor and amount to be registered in the name of the Depositary or its nominee.

The Depository Trust Company.  DTC has informed the EIB that: DTC is a limited-purpose trust company organized under the laws of the State of New York, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the U.S. Securities Exchange Act of 1934, as amended. DTC holds and provides asset servicing for U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments that direct DTC participants deposit with DTC. DTC also facilitates the post-trade settlement among direct DTC participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between direct DTC participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct DTC participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a direct DTC participant, either directly or indirectly. The DTC rules applicable to its participants are on file with the SEC.

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Euroclear and Clearstream, Luxembourg.  Euroclear and Clearstream, Luxembourg have informed the EIB that: Euroclear and Clearstream, Luxembourg each hold securities for their participants and facilitate the clearance and settlement of securities transactions between their participants through electronic book-entry changes in their accounts, thereby eliminating the need for physical movements of securities certificates.  Euroclear and Clearstream, Luxembourg provide various services to their participants including safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing.  Euroclear and Clearstream, Luxembourg also deal with domestic securities markets in several countries through established depository and custodial relationships.  Euroclear and Clearstream, Luxembourg have established an electronic bridge between their two systems across which their respective participants may settle trades with each other.  Euroclear and Clearstream, Luxembourg participants are world-wide financial institutions including underwriters, securities brokers and dealers, banks, trust companies and clearing corporations.  Indirect access to Euroclear and Clearstream, Luxembourg is available to other institutions that clear through or maintain a custodial relationship with an account holder of Euroclear or Clearstream, Luxembourg.

The following arrangements will apply to the securities:

Initial settlement for the securities will be made in immediately available funds in the currency in which the securities are denominated (i.e., for value on the date of delivery of the securities).  Certain underwriters are prepared to arrange for currency conversions, if necessary, to enable certain investors to make payments in another currency than the currency in which the securities are denominated (see “Currency Conversions and Foreign Exchange Risks” below).

Investors electing to hold the securities through DTC will follow the settlement practices applicable to U.S. corporate debt obligations.  The securities custody accounts of investors will be credited with their holdings on the settlement date against payment in same-day funds within DTC.

Investors electing to hold the securities through Euroclear or Clearstream, Luxembourg accounts will follow the settlement procedures applicable to conventional eurobonds.

Beneficial interests in the Global Securities will be represented, and transfers of such beneficial interests will be effected, through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in DTC, Euroclear or Clearstream, Luxembourg.  Investors may elect to hold interests in the securities through any of DTC, Euroclear or Clearstream, Luxembourg if they are participants of such systems, or indirectly through organizations which are participants in such systems.

All securities will be recorded in a register maintained by the fiscal agent.  The fiscal agent will be responsible for (i) maintaining a record of the aggregate holdings of all outstanding securities; (ii) ensuring that payments of principal and interest in respect of the securities received by the fiscal agent from the EIB are duly credited to the holders of the securities; and (iii) transmitting to the EIB any notices from the holders of the securities.

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Trading between Euroclear and/or Clearstream, Luxembourg Accountholders.  Secondary market sales of book-entry interests in the securities held through Euroclear or Clearstream, Luxembourg to purchasers of book-entry interests in the securities through Euroclear or Clearstream, Luxembourg will be conducted in accordance with the normal rules and operating procedures of Euroclear and Clearstream, Luxembourg and will be settled using the procedures applicable to conventional eurobonds.

Trading between DTC Participants.  Secondary market sales of book-entry interests in the securities between DTC participants will occur in the ordinary way in accordance with DTC rules and will be settled using the procedures applicable to U.S. corporate debt obligations in DTC’s Same Day Funds Settlement System.

Trading between DTC Participants and Euroclear/Clearstream, Luxembourg Accountholders.  Secondary market sales of book-entry interests in the securities between DTC participants on one hand and Euroclear/Clearstream, Luxembourg accountholders on the other will be conducted in accordance with the rules and procedures established for such sales by DTC, Euroclear and Clearstream, Luxembourg, as applicable, and will be settled using the procedures established for such sales by DTC, Euroclear and Clearstream, Luxembourg, as applicable.

Although the foregoing sets out the procedures of Euroclear, Clearstream, Luxembourg and DTC in order to facilitate the transfers of interests in the securities among participants of DTC, Clearstream, Luxembourg and Euroclear, none of Euroclear, Clearstream, Luxembourg or DTC is under any obligation to perform or continue to perform such procedures and such procedures may be discontinued at any time.  None of the EIB, any agent or manager or any affiliate of any of the above, or any person by whom any of the above is controlled for the purposes of the U.S. Securities Act of 1933, as amended, will have any responsibility for the performance by DTC, Euroclear, Clearstream, Luxembourg or their respective direct or indirect participants or accountholders or their respective obligations under the rules and procedures governing their operations or for the sufficiency for any purpose of the arrangements described above.

PLAN OF DISTRIBUTION

The EIB may sell securities in any of three ways: (i) through underwriters or dealers, (ii) directly to one or a limited number of institutional purchasers or (iii) through agents.  Each prospectus supplement with respect to securities will set forth the terms of the offering of such securities, including the name or names of any underwriters, the price of such securities and the net proceeds to the EIB from such sale, any underwriting discounts or other items constituting underwriters’ compensation, any discounts or concessions allowed or reallowed or paid to dealers and any securities exchanges on which such securities may be listed.

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If underwriters are used, securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale.  Securities may be offered to the public either through underwriting syndicates represented by managing underwriters or directly by one or more investment banking firms or others, as designated.  The obligations of the underwriters to purchase securities will be subject to certain conditions precedent and the underwriters will be obligated to purchase all securities offered thereby if any are purchased.  Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.

Securities may be sold directly by the EIB to one or more institutional purchasers, or through agents designated by the EIB from time to time.  Any agent involved in the offer or sale of securities will be named, and any commissions payable by the EIB to such agent will be set forth, in the applicable prospectus supplement.  Any such agent will be acting on a best efforts basis for the period of its appointment.

The EIB may authorize agents, underwriters or dealers to solicit offers by certain specified institutions to purchase securities from the EIB at the public offering price set forth in such prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on one or more specified dates in the future.  Such contracts will be subject only to those conditions set forth in such prospectus supplement and such prospectus supplement will set forth the commission payable for solicitation of such contracts.

Agents and underwriters may be entitled under agreements entered into with the EIB to indemnification by the EIB against certain civil liabilities, including liabilities under the U.S. Securities Act of 1933, as amended, or to contribution with respect to payments which the agents or underwriters may be required to make in respect thereof.  Agents and underwriters may engage in transactions with or perform services for the EIB in the ordinary course of business.

CURRENCY CONVERSIONS AND FOREIGN EXCHANGE RISKS

Currency Conversions

Initial purchasers are required to make payments in the currency in which the securities are denominated.  The EIB, through underwriters or dealers, may arrange for currency conversions to enable certain investors to make payments in another currency other than the currency in which the securities are denominated.  Each such conversion will be made by such underwriter or dealer on such terms and subject to such conditions, limitations and charges as such underwriter or dealer may from time to time establish in accordance with its regular foreign exchange practices, and subject to applicable laws and regulations.

Non-U.S. Dollars

Investors who hold beneficial interests in the securities, directly or indirectly, through DTC will be paid in U.S. dollars converted from such payments in the currency in which the securities are denominated by the fiscal agent, unless a registered holder, on behalf of any such owner of beneficial interests, elects to receive payments in the currency in which the securities are denominated outside DTC.  All costs of conversion, if any, will be borne by holders of beneficial interests in the Global Security receiving U.S. dollar payments by deduction from those payments.  The U.S. dollar amount of any payment of principal or interest to be received by such a registered holder not electing to receive payments in the currency in which the securities are denominated, as the case may be, will be based on the fiscal agent’s bid quotation.  The date and the time on which the fiscal agent’s bid quotation is determined may be specified in the prospectus supplement with respect to those securities.  If this bid quotation is not available, all such payments will be made in the currency in which the securities are denominated outside DTC.  As long as securities continue to be represented by the Global Security, the currency in which the securities are denominated converted into U.S. dollars will be paid to Cede & Co. for payment to participants in DTC (each a “DTC Participant”) in accordance with customary procedures established from time to time by DTC.

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An owner of a beneficial interest in the Global Security may receive payment in respect of principal or interest of the securities in the currency in which the securities are denominated, by notifying the DTC Participant through which its beneficial interest in the Global Security is held on or prior to the record date of (i) such investor’s election to receive such payment in the currency in which the securities are denominated and (ii) wire transfer instructions to an account entitled to receive the relevant payment.  The DTC Participant must notify DTC of such election and wire transfer instructions within the applicable time frame set by DTC which the DTC Participant must make itself knowledgeable of as it may change from time to time.  DTC will notify the fiscal agent of such election and wire transfer instructions prior to the payment of principal or interest.  If complete instructions are received by the DTC Participant and forwarded by the DTC Participant to DTC and by DTC to the fiscal agent within the applicable time frame set by DTC, the investor will receive payment in the currency in which the securities are denominated, outside DTC; otherwise only U.S. dollar payments will be made by the fiscal agent to holders of beneficial interests in the Global Security.  All costs of such payment by wire transfer will be borne by registered holders receiving such payments by deduction from such payments.

Investors may be subject to foreign exchange risks as to payments of principal and interest that may have important economic and tax consequences to them.  For further information as to such consequences, see “Foreign Exchange Risks” below.

Foreign Exchange Risks

An investment in securities offered from time to time denominated and payable in a currency other than the currency of the country in which the purchaser is resident or the currency in which the purchaser conducts its business or activities or maintains its accounts (the “home currency”) may entail significant risks.  Such risks include, without limitation, the possibility of significant changes in rates of exchange between the home currency and the currency in which the securities are denominated (if different than the home currency).  Such risks generally depend on events over which the EIB has no control, such as economic and political events and the supply of and demand for the currency in which the securities are denominated and the home currency.  In recent years, rates of exchange for certain currencies have been highly volatile and such volatility may be expected to continue in the future.  Fluctuations in any particular exchange rate that have occurred in the past are not necessarily indicative, however, of fluctuations in such rate that may occur during the term of the securities.  For additional information regarding exchange rates, see the Notes to the Financial Statements in Exhibit I to the EIB’s Annual Reports on Form 18 K filed with the SEC.  Depreciation of the currency in which the securities are denominated (if different than the home currency) against the relevant home currency could result in a decrease in the effective yield of such securities below its coupon rate and, in certain circumstances, could result in a loss to the investor on a home currency basis.

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TAXATION

General

Apart as set out below in “Taxation—United States Taxation” and in any relevant prospectus supplement, the EIB has not performed any due diligence about the taxation consequences associated with the purchase, ownership and disposition of the debt securities. Prospective purchasers of the debt securities are advised to consult their own tax advisors about such taxation consequences, including the effect of any state or local taxes, in the light of their particular circumstances.

United States Taxation

This section summarizes the material U.S. Federal tax consequences to holders of a security.  It represents the views of our counsel, Cravath, Swaine & Moore LLP.  However, the discussion is limited in the following ways:

● The discussion covers you only if you buy your securities in the initial offering at the initial offering price to the public.

● The discussion does not cover you if you are a U.S. Holder (as defined below) and your functional currency is not the U.S. dollar, if you do not hold your securities as a capital asset (that is, for investment purposes), or if you have a special tax status.

● The discussion does not cover tax consequences that depend upon your particular tax situation in addition to your ownership of the securities.  We suggest that you consult your tax advisor about the consequences of holding securities in your particular situation.

● The discussion does not cover you if you are a partner in a partnership (or entity treated as a partnership for U.S. Federal income tax purposes).  If a partnership holds securities, the tax treatment of a partner will generally depend upon the status of the partners and upon the activities of the partnership.

● The discussion is based on current law.  Changes in the law may change the tax treatment of the securities.

●   The discussion does not cover state, local or foreign law.

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● The discussion does not cover every type of security that we might issue.  If we issue a security of a type not described in this summary, additional tax information will be provided in the applicable prospectus supplement for the security.

● We have not requested a ruling from the Internal Revenue Service (“IRS”) on the tax consequences of owning the securities.  As a result, the IRS could disagree with portions of this discussion.

If you are considering buying securities, we suggest that you consult your tax advisor about the tax consequences of holding the securities in your particular situation.  In addition, with respect to each issue of securities, the following discussion may be supplemented and/or replaced by the description of the material United States Federal income tax consequences set forth in the applicable prospectus supplement.

Tax Consequences to U.S. Holders

This section applies to you if you are a “U.S. Holder”.  A “U.S. Holder” is:

● an individual U.S. citizen or resident alien;

● a corporation -- or entity taxable as a corporation for U.S. Federal income tax purposes -- that was created under U.S. law (Federal or state);

● or an estate or trust whose world-wide income is subject to U.S. Federal income tax.

U.S. Dollar Denominated Securities

This subsection deals only with securities issued in registered form which provide for qualified interest payments paid at least annually at a fixed rate, which have no original issue discount, market discount or contingent payments, and which have a maturity of more than one year.  The tax consequences of all other securities will be discussed in an applicable prospectus supplement.

Interest

● If you are a cash method taxpayer (including most individual holders), you must report interest in your income as you receive it.

● If you are an accrual method taxpayer, you must report interest in your income as it accrues.

Amounts treated as interest will be income from sources outside the United States for foreign tax credit limitation purposes.  Under the foreign tax credit rules, interest paid will, depending on your circumstances, be “passive category” or “general category” income which, in either case, is treated separately from other types of income for purposes of computing the foreign tax credit.

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Sale or Retirement of Securities

● You will have taxable gain or loss equal to the difference between the amount received by you and your tax basis in the security.  Your tax basis in the security is generally your cost, subject to certain adjustments.

● Your gain or loss will generally be capital gain or loss, and will be long term capital gain or loss if you held the security for more than one year.  For an individual, the maximum tax rate on long term capital gains recognized in taxable years beginning before January 1, 2013 is generally 15%.

● If you sell the security between interest payment dates, a portion of the amount you receive reflects interest that has accrued on the security but has not yet been paid by the sale date.  That amount is treated as ordinary interest income and not as sale proceeds.

Foreign Currency Securities

A “Foreign Currency Security” is a security denominated in a currency other than U.S. dollars. Special tax rules apply to these securities.

This subsection deals only with securities issued in registered form which provide for qualified interest payments paid at least annually at a fixed rate, which have no original issue discount, market discount or contingent payments, and which have a maturity of more than one year.  The tax consequences of all other securities will be discussed in an applicable prospectus supplement.

Interest

All holders of Foreign Currency Securities will be taxable on the U.S. dollar value of the foreign currency payable as interest on the securities, whether or not they elect to receive payments in foreign currency.  If you receive interest in the form of U.S. dollars, you will be considered to have received interest in the foreign currency and to have sold that foreign currency for U.S. dollars.  For purposes of this discussion, “spot rate” generally means a currency exchange rate that reflects a market exchange rate available to the public for a foreign currency.

● If you are a cash method taxpayer (including most individual holders), you will be taxed on the value of the foreign currency when you receive it (if you receive the foreign currency) or when you are deemed to receive it (if you receive U.S. dollars).  The value of the foreign currency will be determined using the “spot rate” in effect at such time.

● If you are an accrual method taxpayer, you will be taxed on the value of the foreign currency as the interest accrues on the Foreign Currency Securities.  In determining the value of the foreign currency for this purpose, you may use the average foreign currency exchange rate during the relevant interest accrual period (or, if that period spans two taxable years, during the portion of the interest accrual period in the relevant taxable year).  The average rate for an accrual period (or partial period) is the simple average of the spot rates for each business day of such period, or other average exchange rate for the period reasonably derived and consistently applied by you.

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● When interest is actually paid, you will generally also recognize currency exchange gain or loss, taxable as ordinary income or loss from sources within the United States, equal to the difference between (a) the value of the foreign currency received as interest, as translated into U.S. dollars using the spot rate on the date of receipt, and (b) the U.S. dollar amount previously included in income with respect to such payment.  If you receive interest in the form of U.S. dollars, clause (a) will be calculated on the basis of the value of the foreign currency you would have received instead of the U.S. dollars.

● If you are an accrual method taxpayer and you do not wish to accrue interest income using the average exchange rate, certain alternative elections may be available.

● Amounts treated as interest will be income from sources outside the United States for foreign tax credit limitation purposes.  Under the foreign tax credit rules, interest paid will, depending on your circumstances, be “passive category” or “general category” income which, in either case, is treated separately from other types of income for purposes of computing the foreign tax credit.

●   Your tax basis in the foreign currency you receive (or are considered to receive) as interest will be the aggregate amount reported by you as income with respect to the receipt of the foreign currency.  If you receive interest in the form of foreign currency and subsequently sell that foreign currency, or if you are considered to receive foreign currency and that foreign currency is considered to be sold for U.S. dollars on your behalf, additional tax consequences will apply as described in “Sale of Foreign Currency” below.

Sale or Retirement of Foreign Currency Securities

On the sale or retirement of your Foreign Currency Securities:

● If you receive the principal payment on your Foreign Currency Securities in the form of U.S. dollars, you will be considered to have received the principal in the form of foreign currency and to have sold that foreign currency for U.S. dollars.

● You will have taxable gain or loss equal to the difference between the amount received or deemed received by you and your tax basis in the Foreign Currency Securities.  If you receive (or are considered to receive) foreign currency, that foreign currency is valued for this purpose at the spot rate of the foreign currency.  Your tax basis in the Foreign Currency Securities generally is the U.S. dollar value of the foreign currency amount paid for the securities, determined on the date of purchase.

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● Any such gain or loss (except to the extent attributable to foreign currency gain or loss) will generally be capital gain or loss, and will be long term capital gain or loss if you held the Foreign Currency Securities for more than one year.  For an individual, the maximum tax rate on long term capital gains that is recognized in taxable years beginning before January 1, 2013 is generally 15%.

● You will realize foreign currency gain or loss to the extent the U.S. dollar value of the foreign currency paid for the Foreign Currency Securities, based on the spot rate at the time you dispose of the securities, is greater or less than the U.S. dollar value of the foreign currency paid for the securities, based on the spot rate at the time you acquired the securities.  Any resulting currency gain or loss will be ordinary income or loss.  You will only recognize such foreign currency gain or loss to the extent you have gain or loss, respectively, on the overall sale or retirement of the Foreign Currency Securities.

● If you sell Foreign Currency Securities between interest payment dates, a portion of the amount you receive reflects interest that has accrued on the securities but has not yet been paid by the sale date.  That amount is treated as ordinary interest income and not as sale proceeds.

● Your tax basis in the foreign currency you receive (or are considered to receive) on sale or retirement of the Foreign Currency Securities will be the value of foreign currency reported by you as received on the sale or retirement of the securities.  If you receive foreign currency on retirement of the securities and subsequently sell that foreign currency, or if you are considered to receive foreign currency on retirement of the securities and that foreign currency is considered to be sold for U.S. dollars on your behalf, or if you sell the securities for foreign currency and subsequently sell that foreign currency, additional tax consequences will apply as described in “Sale of Foreign Currency” below.

Sale of Foreign Currency

● If you receive (or are considered to receive) foreign currency as principal or interest on a Foreign Currency Security, and you later sell (or are considered to sell) that foreign currency for U.S. dollars, you will have taxable gain or loss equal to the difference between the amount of U.S. dollars received and your tax basis in the foreign currency.  In addition, when you purchase a Foreign Currency Security in a foreign currency, you will have taxable gain or loss if your tax basis in the foreign currency is different from the U.S. dollar value of the foreign currency on the date of purchase.  Any such gain or loss is foreign currency gain or loss taxable as ordinary income or loss.

Information Reporting and Backup Withholding

Under the tax rules concerning information reporting to the IRS:

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● Assuming you hold your securities through a broker or other securities intermediary, the intermediary must provide information to the IRS and to you on IRS Form 1099 concerning interest, gross sale and retirement proceeds on your securities, unless an exemption applies.

● Similarly, unless an exemption applies, you must provide the intermediary with your Taxpayer Identification Number for its use in reporting information to the IRS.  If you are an individual, this is your social security number.  You are also required to comply with other IRS requirements concerning information reporting.

● If you are subject to these requirements but do not comply, the intermediary must withhold at a rate that is currently 28% of all amounts payable to you on the securities (including principal payments).  This is called “backup withholding”.  If the intermediary withholds payments, you may use the withheld amount as a credit against your U.S. Federal income tax liability.

● Individuals are subject to these requirements.  Some holders, including all corporations, tax-exempt organizations and individual retirement accounts, are exempt from these requirements.

Tax Consequences to Non-U.S. Holders

This section applies to you if you are a Non-U.S. Holder.  A “Non-U.S. Holder” is:

● an individual that is a non-resident alien;

● a corporation or entity taxable as a corporation for U.S. Federal income tax purposes organized or created under non-U.S. law; or

● an estate or trust that is not taxable in the U.S. on its world-wide income.

The securities and interest thereon will not be exempt from U.S. taxation generally.

Income Taxes

Interest

● Subject to the discussion of “Backup Withholding” below, interest on the securities is currently exempt from U.S. Federal income taxes, including withholding taxes, if paid to you whether or not you are engaged in a trade or business in the U.S., unless you are engaged in a trade or business in the U.S. and

i.          you are an insurance company carrying on a U.S. insurance business to which the interest is attributable, within the meaning of the U.S. Internal Revenue Code of 1986, as amended; or

ii.         you have an office or other fixed place of business in the U.S. to which the interest is attributable and (a) the interest is derived in the active conduct of a banking, financing or similar business within the U.S. or (b) you are a corporation the principal business of which is trading in stocks or securities for its own account; and

27

iii.        certain other conditions are satisfied.

Sale or Retirement of Securities

● Subject to the discussion of “Backup Withholding” below, you will not be subject to U.S. Federal income tax on any gain realized on the sale or exchange of a security, unless

i.          you are an individual, you are present in the U.S. for at least 183 days during the year in which you dispose of the security, and certain other conditions are satisfied; or

ii.         the gain represents accrued interest, in which case the rules for interest would apply; or

iii.        the gain is effectively connected with your conduct of a trade or business in the U.S.

Estate Taxes

● In the case of a non-resident of the U.S. who was not a citizen of the U.S. at the time of death, securities are deemed to be situated outside the U.S. for purposes of the U.S. Federal estate tax and are not includible in the gross estate for purposes of such tax.

Information Reporting and Backup Withholding

● A “backup withholding” tax and certain information reporting requirements may apply to payments of principal and interest on the securities made to certain non-corporate holders if such payments are made or are considered made in the U.S. (including payments on securities made by wire transfer from outside the U.S. to an account maintained by the holder with the fiscal agent or any paying agent in the U.S.).

● If the conditions relating to place of payment are satisfied, Non-U.S. Holders are generally exempt from these withholding and reporting requirements (assuming that the gain or income is otherwise exempt from U.S. Federal income tax) but may be required to comply with certification and identification procedures in order to prove their exemption from the requirements.

● Similar rules requiring reporting and withholding with respect to gross sale proceeds will apply to a non-U.S. person who sells a security through a U.S. branch of a broker and information reporting (but not backup withholding) will apply to a Non-U.S. Holder who sells a security through a broker with certain connections to the U.S.  

28

LEGAL OPINIONS

The validity of each series of securities to be offered will be passed upon by the EIB, acting through its Legal Department, and by Cravath, Swaine & Moore LLP, London, England, U.S. counsel for the EIB, and, if sold to or through underwriters, will be passed upon for such underwriters by Sullivan & Cromwell LLP, London, England, U.S. counsel to such underwriters.  All statements in this prospectus with respect to the Treaty and the Statute have been passed upon by the EIB, acting through its Legal Department, and are included upon the authority of the EIB, acting through its Legal Department.  In rendering their opinions, Cravath, Swaine & Moore LLP and Sullivan & Cromwell LLP will rely as to matters concerning the Treaty and the Statute upon the opinion of the Legal Department of the EIB.

EXPERTS

The consolidated and unconsolidated financial statements of the EIB prepared under the Directives (as defined in the Consent of Independent Auditors included as Exhibit F in this Registration Statement) and the consolidated financial statements of the EIB prepared under International Financial Reporting Standards as adopted by the European Union as of December 31, 2010 and 2009, and for each of the years in the two-year period ended December 31, 2010, have been incorporated by reference herein (such reference being to EIB’s Annual Reports on Form 18-K for the years ended December 31, 2010 and 2009), in reliance upon the audit reports of KPMG Audit S.à r.l., independent auditors, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

ENFORCEMENT OF CIVIL LIABILITIES AGAINST THE EIB

The EIB is located in Luxembourg and the President of the EIB and the members of its board of directors, board of governors and management committee, as well as the experts referred to in this prospectus, are in most or all cases non-residents of the United States, and all or a substantial portion of the assets of the EIB and of such other persons may be located outside the United States.  As a result, it may be difficult or impossible for investors to obtain jurisdiction over those persons in proceedings brought in courts in the United States, or to realize in the United States upon judgments of U.S. courts against such persons, including judgments predicated upon civil liabilities under U.S. securities laws.  There may be doubt as to the enforceability in courts outside the United States in original actions of liabilities predicated upon U.S. securities laws and as to the enforceability in such courts of judgments of U.S. courts, including judgments imposing liabilities predicated upon U.S. securities laws.  Such enforceability would also be subject to the Protocol on the Privileges and Immunities of the European Union.

29

AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

The Authorized Representative of the EIB in the United States is:

João Vale de Almeida

Head of Delegation of the Delegation of the

European Union to the United States

2300 M Street, N.W.

Washington, D.C. 20037

The information set forth herein is stated on the authority of the President of the EIB, in his duly authorized official capacity as President.

EUROPEAN INVESTMENT BANK
By:	/s/ Philippe Maystadt
	Philippe Maystadt
	President

30

PART II

UNDERTAKINGS

The Registrant hereby undertakes:

(a)        to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)        to include any prospectus required by Section 10(a)(3) of the U.S. Securities Act of 1933, as amended;

(ii)       to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereto) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and

(iii)      to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that the Registrant shall not be required to file a post-effective amendment otherwise required by clause (i), (ii) or (iii) above, if the information required to be included in a post-effective amendment is contained in any report filed under the U.S. Securities Exchange Act of 1934, as amended, that is incorporated by reference in this Registration Statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) under the U.S. Securities Act of 1933, as amended, that is part of this Registration Statement.

(b)        that, for the purpose of determining any liability under the U.S. Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)        to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(d)        that, for the purpose of determining liability under the U.S. Securities Act of 1933, as amended, to any purchaser, if the Registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.  Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

II-1

(e)        that, for the purposes of determining any liability under the U.S. Securities Act of 1933, as amended, each filing of any report filed under the U.S. Securities Exchange Act of 1934, as amended, that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(f)        that, for the purpose of determining liability of the Registrant under the U.S. Securities Act of 1933, as amended, to any purchaser in the initial distribution of the securities, the Registrant undertakes that in a primary offering of securities of the Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)        any preliminary prospectus or prospectus of the Registrant relating to the offering required to be filed pursuant to Rule 424 under the U.S. Securities Act of 1933, as amended;

(ii)       any free writing prospectus relating to the offering prepared by or on behalf of the Registrant or used or referred to by the Registrant;

(iii)      the portion of any other free writing prospectus relating to the offering containing material information about the Registrant or its securities provided by or on behalf of the Registrant; and

(iv)     any other communication that is an offer in the offering made by the Registrant to the purchaser.

II-2

CONTENTS

This Registration Statement comprises:
(1)	The Facing Sheet.
(2)	The Cross-Reference Sheet.
(3)	Part I consisting of the Prospectus.
(4)	Part II consisting of pages II-1 to II-8.
(5)	The following exhibits:
	A.	Statute of the European Investment Bank—Version dated December 1, 2009*
	B.	Powers of Attorney of Mr. Henin, Mr. Hrubý, Mr. Müller, Mr. Sikk, Mr. Nestor, Mr. García Andrés, Ms. Gaudin, Mr. Somers, Mr. Monticelli, Mr. Kakouris, Ms. Krumane, Ms. Tuskienė, Mr. Reinesch, Mr. Urbán, Mr. Grech, Mr. van den Wall Bake, Mr. Nitsche, Mr. Dominik, Mr. Pinto Coelho de Aguiar, Mr. Dragoi, Ms. Božič, Ms. Kaszasová, Ms. Noras, Mr. Hall
	C.	Schedule of Outstanding Borrowings of the EIB at December 31, 2010**
	D.	Form of proposed fiscal agency agreement governed by New York law
	E.	Form of proposed Underwriting Agreement
	F.	Consent of KPMG Audit S.à r.l., independent auditors
	G.	Consent of the EIB (acting through its Legal Department)
	H.	Consent of Cravath, Swaine & Moore LLP, U.S. counsel for the EIB
	I.	Form of Opinion issued by the EIB (acting through its Legal Department)

* Filed as an exhibit to Amendment No. 2 to the EIB’s Annual Report on Form 18-K/A for the fiscal year ended December 31, 2008 and incorporated by reference herein.

** Filed as an exhibit to the EIB's Annual Report on Form 18-K for its Fiscal Year ended December 31, 2010 and incorporated by reference herein.

II-3

SIGNATURES

Of the Registrant:

Pursuant to the requirements of the U.S. Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Luxembourg, on September 29, 2011.

EUROPEAN INVESTMENT BANK
By:	/s/ Eila Kreivi
	Eila Kreivi
By:	/s/ Sandeep Dhawan
	Sandeep Dhawan

Of Officers and Directors of the Registrant:

Pursuant to the requirements of the U.S. Securities Act of 1933, as amended, this registration statement or amendment has been signed below by the following persons in the capacities and on the date indicated.

Signatures	Title	Date
/s/ Philippe Maystadt	President	September 29, 2011
Philippe Maystadt	(principal executive officer)
*
Olivier Henin	Director	September 29, 2011
*
Zdenĕk Hrubý	Director	September 29, 2011
*
Ralph Müller	Director	September 29, 2011
*
Ivar Sikk	Director	September 29, 2011
*
Stilpon Nestor	Director	September 29, 2011
*
Gonzalo García Andrés	Director	September 29, 2011
*
Sandrine Gaudin	Director	September 29, 2011
*
Michael Somers	Director	September 29, 2011

II-4

*
Carlo Monticelli	Director	September 29, 2011
*
Kyriacos Kakouris	Director	September 29, 2011
*
Irena Krumane	Director	September 29, 2011
*
Miglė Tuskienė	Director	September 29, 2011
*
Gaston Reinesch	Director	September 29, 2011
*
Zoltán Urbán	Director	September 29, 2011
*
Vincent Grech	Director	September 29, 2011
*
Jan Willem van den Wall Bake	Director	September 29, 2011
*
Wolfgang Nitsche	Director	September 29, 2011
*
Jacek Dominik	Director	September 29, 2011
*
Álvaro Pinto Coelho de Aguiar	Director	September 29, 2011
*
Bogdan Alexandru Dragoi	Director	September 29, 2011
*
Katja Božič	Director	September 29, 2011
*
Katarina Kaszasová	Director	September 29, 2011
*
Tytti Noras	Director	September 29, 2011

*
Kurt A. Hall	Director	September 29, 2011

II-5

/s/ Eila Kreivi	Director,	September 29, 2011
Eila Kreivi	Capital Markets Department, Finance Directorate
/s/ Patrick Klaedtke	Financial Controller	September 29, 2011
Patrick Klaedtke

*By:
	/s/ Eila Kreivi	September 29, 2011
	Eila Kreivi, Attorney-in-fact
*By:
	/s/ Sandeep Dhawan	September 29, 2011
	Sandeep Dhawan, Attorney-in-fact

II-6

Of the Duly Authorized Representative in the United States:

Pursuant to the requirements of the U.S. Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of the registrant, has signed this registration statement in Washington, D.C. on September 29, 2011.

/s/ João Vale de Almeida

João Vale de Almeida

Authorized Representative in the United States

Head of Delegation of the Delegation of the

European Union to the United States

II-7

EXHIBITS

A. Statute of the European Investment Bank—Version dated December 1, 2009*

B. Powers of Attorney of Mr. Henin, Mr. Hrubý, Mr. Müller, Mr. Sikk, Mr. Nestor, Mr. García Andrés, Ms. Gaudin, Mr. Somers, Mr. Monticelli, Mr. Kakouris, Ms. Krumane, Ms. Tuskienė, Mr. Reinesch, Mr. Urbán, Mr. Grech, Mr. van den Wall Bake, Mr. Nitsche, Mr. Dominik, Mr. Pinto Coelho de Aguiar, Mr. Dragoi, Ms. Božič, Ms. Kaszasová, Ms. Noras, Mr. Hall

C. Schedule of Outstanding Borrowings of the EIB at December 31, 2010**

D. Form of proposed fiscal agency agreement governed by New York law

E. Form of proposed Underwriting Agreement

F. Consent of KPMG Audit S.à r.l., independent auditors

G. Consent of the EIB (acting through its Legal Department)

H. Consent of Cravath, Swaine & Moore LLP, U.S. counsel for the EIB

I. Form of Opinion issued by the EIB (acting through its Legal Department)

* Filed as an exhibit to Amendment No. 2 to the EIB’s Annual Report on Form 18-K/A for the fiscal year ended December 31, 2008 and incorporated by reference herein.

** Filed as an exhibit to the EIB's Annual Report on Form 18-K for its Fiscal Year ended December 31, 2010 and incorporated by reference herein.

II-8

EX-99.B

Exhibit B

[Letterhead of ]

EUROPEAN INVESTMENT BANK

POWER OF ATTORNEY

The European Investment Bank (the “Bank”), each of the members of the Board of Directors of the Bank, in connection with the filing with the United States Securities and Exchange Commission (the “Commission”), under the provisions of the United States Securities Act of 1933, as amended, of one or more Registration Statements and amendments, including, without limitation, post-effective amendments thereto relating to notes and/or bonds of the Bank, hereby appoints:

(i)           the President, each of the Vice Presidents of the Bank and Mr Philip Boeckman as attorneys-in-fact and agents, each of them to have full power to act without the others; and

(ii)           Mr Bertrand de Mazières, Ms Anneli Peshkoff, Ms Eila Kreivi, Mr Heinz Olbers and Mr Sandeep Dhawan as attorneys-in-fact and agents, each of them to have full power to act together with any other person named in this clause (ii)

for each of the undersigned and in his or her name and in all capacities, and on behalf of and as attorney for the Bank, to sign and file with the Commission any and all Registration Statements and amendments, including, without limitation, post-effective amendments with all exhibits thereto and any other document; and the Bank and each of the undersigned hereby grants to said attorneys-in-fact and agents, and each of them, full authority to perform any acts necessary to be done in connection with such signing and filing and hereby ratifies all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the Bank has caused this Power of Attorney to be signed by its President, and the undersigned member of its Board of Directors has hereunto set his or her hand as of the 29th day of September, 2011.

	EUROPEAN INVESTMENT BANK
	/s/ Philippe Maystadt
	President
	Philippe Maystadt
/s/ Olivier Henin
Director: Olivier Henin

[Letterhead of ]

EUROPEAN INVESTMENT BANK

POWER OF ATTORNEY

The European Investment Bank (the “Bank”), each of the members of the Board of Directors of the Bank, in connection with the filing with the United States Securities and Exchange Commission (the “Commission”), under the provisions of the United States Securities Act of 1933, as amended, of one or more Registration Statements and amendments, including, without limitation, post-effective amendments thereto relating to notes and/or bonds of the Bank, hereby appoints:

(i)           the President, each of the Vice Presidents of the Bank and Mr Philip Boeckman as attorneys-in-fact and agents, each of them to have full power to act without the others; and

(ii)           Mr Bertrand de Mazières, Ms Anneli Peshkoff, Ms Eila Kreivi, Mr Heinz Olbers and Mr Sandeep Dhawan as attorneys-in-fact and agents, each of them to have full power to act together with any other person named in this clause (ii)

for each of the undersigned and in his or her name and in all capacities, and on behalf of and as attorney for the Bank, to sign and file with the Commission any and all Registration Statements and amendments, including, without limitation, post-effective amendments with all exhibits thereto and any other document; and the Bank and each of the undersigned hereby grants to said attorneys-in-fact and agents, and each of them, full authority to perform any acts necessary to be done in connection with such signing and filing and hereby ratifies all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the Bank has caused this Power of Attorney to be signed by its President, and the undersigned member of its Board of Directors has hereunto set his or her hand as of the 29th day of September, 2011.

	EUROPEAN INVESTMENT BANK
	/s/ Philippe Maystadt
	President
	Philippe Maystadt
/s/ Zdenĕk Hrubý
Director: Zdenĕk Hrubý

[Letterhead of ]

EUROPEAN INVESTMENT BANK

POWER OF ATTORNEY

The European Investment Bank (the “Bank”), each of the members of the Board of Directors of the Bank, in connection with the filing with the United States Securities and Exchange Commission (the “Commission”), under the provisions of the United States Securities Act of 1933, as amended, of one or more Registration Statements and amendments, including, without limitation, post-effective amendments thereto relating to notes and/or bonds of the Bank, hereby appoints:

(i)           the President, each of the Vice Presidents of the Bank and Mr Philip Boeckman as attorneys-in-fact and agents, each of them to have full power to act without the others; and

(ii)           Mr Bertrand de Mazières, Ms Anneli Peshkoff, Ms Eila Kreivi, Mr Heinz Olbers and Mr Sandeep Dhawan as attorneys-in-fact and agents, each of them to have full power to act together with any other person named in this clause (ii)

for each of the undersigned and in his or her name and in all capacities, and on behalf of and as attorney for the Bank, to sign and file with the Commission any and all Registration Statements and amendments, including, without limitation, post-effective amendments with all exhibits thereto and any other document; and the Bank and each of the undersigned hereby grants to said attorneys-in-fact and agents, and each of them, full authority to perform any acts necessary to be done in connection with such signing and filing and hereby ratifies all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the Bank has caused this Power of Attorney to be signed by its President, and the undersigned member of its Board of Directors has hereunto set his or her hand as of the 29th day of September, 2011.

	EUROPEAN INVESTMENT BANK
	/s/ Philippe Maystadt
	President
	Philippe Maystadt
/s/ Ralph Müller
Director: Ralph Müller

[Letterhead of ]

EUROPEAN INVESTMENT BANK

POWER OF ATTORNEY

The European Investment Bank (the “Bank”), each of the members of the Board of Directors of the Bank, in connection with the filing with the United States Securities and Exchange Commission (the “Commission”), under the provisions of the United States Securities Act of 1933, as amended, of one or more Registration Statements and amendments, including, without limitation, post-effective amendments thereto relating to notes and/or bonds of the Bank, hereby appoints:

(i)           the President, each of the Vice Presidents of the Bank and Mr Philip Boeckman as attorneys-in-fact and agents, each of them to have full power to act without the others; and

(ii)           Mr Bertrand de Mazières, Ms Anneli Peshkoff, Ms Eila Kreivi, Mr Heinz Olbers and Mr Sandeep Dhawan as attorneys-in-fact and agents, each of them to have full power to act together with any other person named in this clause (ii)

for each of the undersigned and in his or her name and in all capacities, and on behalf of and as attorney for the Bank, to sign and file with the Commission any and all Registration Statements and amendments, including, without limitation, post-effective amendments with all exhibits thereto and any other document; and the Bank and each of the undersigned hereby grants to said attorneys-in-fact and agents, and each of them, full authority to perform any acts necessary to be done in connection with such signing and filing and hereby ratifies all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the Bank has caused this Power of Attorney to be signed by its President, and the undersigned member of its Board of Directors has hereunto set his or her hand as of the 29th day of September, 2011.

	EUROPEAN INVESTMENT BANK
	/s/ Philippe Maystadt
	President
	Philippe Maystadt
/s/ Ivar Sikk
Director: Ivar Sikk

[Letterhead of ]

EUROPEAN INVESTMENT BANK

POWER OF ATTORNEY

The European Investment Bank (the “Bank”), each of the members of the Board of Directors of the Bank, in connection with the filing with the United States Securities and Exchange Commission (the “Commission”), under the provisions of the United States Securities Act of 1933, as amended, of one or more Registration Statements and amendments, including, without limitation, post-effective amendments thereto relating to notes and/or bonds of the Bank, hereby appoints:

(i)           the President, each of the Vice Presidents of the Bank and Mr Philip Boeckman as attorneys-in-fact and agents, each of them to have full power to act without the others; and

(ii)           Mr Bertrand de Mazières, Ms Anneli Peshkoff, Ms Eila Kreivi, Mr Heinz Olbers and Mr Sandeep Dhawan as attorneys-in-fact and agents, each of them to have full power to act together with any other person named in this clause (ii)

for each of the undersigned and in his or her name and in all capacities, and on behalf of and as attorney for the Bank, to sign and file with the Commission any and all Registration Statements and amendments, including, without limitation, post-effective amendments with all exhibits thereto and any other document; and the Bank and each of the undersigned hereby grants to said attorneys-in-fact and agents, and each of them, full authority to perform any acts necessary to be done in connection with such signing and filing and hereby ratifies all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the Bank has caused this Power of Attorney to be signed by its President, and the undersigned member of its Board of Directors has hereunto set his or her hand as of the 29th day of September, 2011.

	EUROPEAN INVESTMENT BANK
	/s/ Philippe Maystadt
	President
	Philippe Maystadt
/s/ Stilpon Nestor
Director: Stilpon Nestor

[Letterhead of ]

EUROPEAN INVESTMENT BANK

POWER OF ATTORNEY

The European Investment Bank (the “Bank”), each of the members of the Board of Directors of the Bank, in connection with the filing with the United States Securities and Exchange Commission (the “Commission”), under the provisions of the United States Securities Act of 1933, as amended, of one or more Registration Statements and amendments, including, without limitation, post-effective amendments thereto relating to notes and/or bonds of the Bank, hereby appoints:

(i)           the President, each of the Vice Presidents of the Bank and Mr Philip Boeckman as attorneys-in-fact and agents, each of them to have full power to act without the others; and

(ii)           Mr Bertrand de Mazières, Ms Anneli Peshkoff, Ms Eila Kreivi, Mr Heinz Olbers and Mr Sandeep Dhawan as attorneys-in-fact and agents, each of them to have full power to act together with any other person named in this clause (ii)

for each of the undersigned and in his or her name and in all capacities, and on behalf of and as attorney for the Bank, to sign and file with the Commission any and all Registration Statements and amendments, including, without limitation, post-effective amendments with all exhibits thereto and any other document; and the Bank and each of the undersigned hereby grants to said attorneys-in-fact and agents, and each of them, full authority to perform any acts necessary to be done in connection with such signing and filing and hereby ratifies all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the Bank has caused this Power of Attorney to be signed by its President, and the undersigned member of its Board of Directors has hereunto set his or her hand as of the 29th day of September, 2011.

	EUROPEAN INVESTMENT BANK
	/s/ Philippe Maystadt
	President
	Philippe Maystadt
/s/ Gonzalo García Andrés
Director: Gonzalo García Andrés

[Letterhead of ]

EUROPEAN INVESTMENT BANK

POWER OF ATTORNEY

The European Investment Bank (the “Bank”), each of the members of the Board of Directors of the Bank, in connection with the filing with the United States Securities and Exchange Commission (the “Commission”), under the provisions of the United States Securities Act of 1933, as amended, of one or more Registration Statements and amendments, including, without limitation, post-effective amendments thereto relating to notes and/or bonds of the Bank, hereby appoints:

(i)           the President, each of the Vice Presidents of the Bank and Mr Philip Boeckman as attorneys-in-fact and agents, each of them to have full power to act without the others; and

(ii)           Mr Bertrand de Mazières, Ms Anneli Peshkoff, Ms Eila Kreivi, Mr Heinz Olbers and Mr Sandeep Dhawan as attorneys-in-fact and agents, each of them to have full power to act together with any other person named in this clause (ii)

for each of the undersigned and in his or her name and in all capacities, and on behalf of and as attorney for the Bank, to sign and file with the Commission any and all Registration Statements and amendments, including, without limitation, post-effective amendments with all exhibits thereto and any other document; and the Bank and each of the undersigned hereby grants to said attorneys-in-fact and agents, and each of them, full authority to perform any acts necessary to be done in connection with such signing and filing and hereby ratifies all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the Bank has caused this Power of Attorney to be signed by its President, and the undersigned member of its Board of Directors has hereunto set his or her hand as of the 29th day of September, 2011.

	EUROPEAN INVESTMENT BANK
	/s/ Philippe Maystadt
	President
	Philippe Maystadt
/s/ Sandrine Gaudin
Director: Sandrine Gaudin

[Letterhead of ]

EUROPEAN INVESTMENT BANK

POWER OF ATTORNEY

The European Investment Bank (the “Bank”), each of the members of the Board of Directors of the Bank, in connection with the filing with the United States Securities and Exchange Commission (the “Commission”), under the provisions of the United States Securities Act of 1933, as amended, of one or more Registration Statements and amendments, including, without limitation, post-effective amendments thereto relating to notes and/or bonds of the Bank, hereby appoints:

(i)           the President, each of the Vice Presidents of the Bank and Mr Philip Boeckman as attorneys-in-fact and agents, each of them to have full power to act without the others; and

(ii)           Mr Bertrand de Mazières, Ms Anneli Peshkoff, Ms Eila Kreivi, Mr Heinz Olbers and Mr Sandeep Dhawan as attorneys-in-fact and agents, each of them to have full power to act together with any other person named in this clause (ii)

for each of the undersigned and in his or her name and in all capacities, and on behalf of and as attorney for the Bank, to sign and file with the Commission any and all Registration Statements and amendments, including, without limitation, post-effective amendments with all exhibits thereto and any other document; and the Bank and each of the undersigned hereby grants to said attorneys-in-fact and agents, and each of them, full authority to perform any acts necessary to be done in connection with such signing and filing and hereby ratifies all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the Bank has caused this Power of Attorney to be signed by its President, and the undersigned member of its Board of Directors has hereunto set his or her hand as of the 29th day of September, 2011.

	EUROPEAN INVESTMENT BANK
	/s/ Philippe Maystadt
	President
	Philippe Maystadt
/s/ Michael Somers
Director: Michael Somers

[Letterhead of ]

EUROPEAN INVESTMENT BANK

POWER OF ATTORNEY

The European Investment Bank (the “Bank”), each of the members of the Board of Directors of the Bank, in connection with the filing with the United States Securities and Exchange Commission (the “Commission”), under the provisions of the United States Securities Act of 1933, as amended, of one or more Registration Statements and amendments, including, without limitation, post-effective amendments thereto relating to notes and/or bonds of the Bank, hereby appoints:

(i)           the President, each of the Vice Presidents of the Bank and Mr Philip Boeckman as attorneys-in-fact and agents, each of them to have full power to act without the others; and

(ii)           Mr Bertrand de Mazières, Ms Anneli Peshkoff, Ms Eila Kreivi, Mr Heinz Olbers and Mr Sandeep Dhawan as attorneys-in-fact and agents, each of them to have full power to act together with any other person named in this clause (ii)

for each of the undersigned and in his or her name and in all capacities, and on behalf of and as attorney for the Bank, to sign and file with the Commission any and all Registration Statements and amendments, including, without limitation, post-effective amendments with all exhibits thereto and any other document; and the Bank and each of the undersigned hereby grants to said attorneys-in-fact and agents, and each of them, full authority to perform any acts necessary to be done in connection with such signing and filing and hereby ratifies all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the Bank has caused this Power of Attorney to be signed by its President, and the undersigned member of its Board of Directors has hereunto set his or her hand as of the 29th day of September, 2011.

	EUROPEAN INVESTMENT BANK
	/s/ Philippe Maystadt
	President
	Philippe Maystadt
/s/ Carlo Monticelli
Director: Carlo Monticelli

[Letterhead of ]

EUROPEAN INVESTMENT BANK

POWER OF ATTORNEY

The European Investment Bank (the “Bank”), each of the members of the Board of Directors of the Bank, in connection with the filing with the United States Securities and Exchange Commission (the “Commission”), under the provisions of the United States Securities Act of 1933, as amended, of one or more Registration Statements and amendments, including, without limitation, post-effective amendments thereto relating to notes and/or bonds of the Bank, hereby appoints:

(i)           the President, each of the Vice Presidents of the Bank and Mr Philip Boeckman as attorneys-in-fact and agents, each of them to have full power to act without the others; and

(ii)           Mr Bertrand de Mazières, Ms Anneli Peshkoff, Ms Eila Kreivi, Mr Heinz Olbers and Mr Sandeep Dhawan as attorneys-in-fact and agents, each of them to have full power to act together with any other person named in this clause (ii)

for each of the undersigned and in his or her name and in all capacities, and on behalf of and as attorney for the Bank, to sign and file with the Commission any and all Registration Statements and amendments, including, without limitation, post-effective amendments with all exhibits thereto and any other document; and the Bank and each of the undersigned hereby grants to said attorneys-in-fact and agents, and each of them, full authority to perform any acts necessary to be done in connection with such signing and filing and hereby ratifies all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the Bank has caused this Power of Attorney to be signed by its President, and the undersigned member of its Board of Directors has hereunto set his or her hand as of the 29th day of September, 2011.

	EUROPEAN INVESTMENT BANK
	/s/ Philippe Maystadt
	President
	Philippe Maystadt
/s/ Kyriacos Kakouris
Director: Kyriacos Kakouris

[Letterhead of ]

EUROPEAN INVESTMENT BANK

POWER OF ATTORNEY

The European Investment Bank (the “Bank”), each of the members of the Board of Directors of the Bank, in connection with the filing with the United States Securities and Exchange Commission (the “Commission”), under the provisions of the United States Securities Act of 1933, as amended, of one or more Registration Statements and amendments, including, without limitation, post-effective amendments thereto relating to notes and/or bonds of the Bank, hereby appoints:

(i)           the President, each of the Vice Presidents of the Bank and Mr Philip Boeckman as attorneys-in-fact and agents, each of them to have full power to act without the others; and

(ii)           Mr Bertrand de Mazières, Ms Anneli Peshkoff, Ms Eila Kreivi, Mr Heinz Olbers and Mr Sandeep Dhawan as attorneys-in-fact and agents, each of them to have full power to act together with any other person named in this clause (ii)

for each of the undersigned and in his or her name and in all capacities, and on behalf of and as attorney for the Bank, to sign and file with the Commission any and all Registration Statements and amendments, including, without limitation, post-effective amendments with all exhibits thereto and any other document; and the Bank and each of the undersigned hereby grants to said attorneys-in-fact and agents, and each of them, full authority to perform any acts necessary to be done in connection with such signing and filing and hereby ratifies all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the Bank has caused this Power of Attorney to be signed by its President, and the undersigned member of its Board of Directors has hereunto set his or her hand as of the 29th day of September, 2011.

	EUROPEAN INVESTMENT BANK
	/s/ Philippe Maystadt
	President
	Philippe Maystadt
/s/ Irena Krumane
Director: Irena Krumane

[Letterhead of ]

EUROPEAN INVESTMENT BANK

POWER OF ATTORNEY

The European Investment Bank (the “Bank”), each of the members of the Board of Directors of the Bank, in connection with the filing with the United States Securities and Exchange Commission (the “Commission”), under the provisions of the United States Securities Act of 1933, as amended, of one or more Registration Statements and amendments, including, without limitation, post-effective amendments thereto relating to notes and/or bonds of the Bank, hereby appoints:

(i)           the President, each of the Vice Presidents of the Bank and Mr Philip Boeckman as attorneys-in-fact and agents, each of them to have full power to act without the others; and

(ii)           Mr Bertrand de Mazières, Ms Anneli Peshkoff, Ms Eila Kreivi, Mr Heinz Olbers and Mr Sandeep Dhawan as attorneys-in-fact and agents, each of them to have full power to act together with any other person named in this clause (ii)

for each of the undersigned and in his or her name and in all capacities, and on behalf of and as attorney for the Bank, to sign and file with the Commission any and all Registration Statements and amendments, including, without limitation, post-effective amendments with all exhibits thereto and any other document; and the Bank and each of the undersigned hereby grants to said attorneys-in-fact and agents, and each of them, full authority to perform any acts necessary to be done in connection with such signing and filing and hereby ratifies all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the Bank has caused this Power of Attorney to be signed by its President, and the undersigned member of its Board of Directors has hereunto set his or her hand as of the 29th day of September, 2011.

	EUROPEAN INVESTMENT BANK
	/s/ Philippe Maystadt
	President
	Philippe Maystadt
/s/ Miglė Tuskienė
Director: Miglė Tuskienė

[Letterhead of ]

EUROPEAN INVESTMENT BANK

POWER OF ATTORNEY

The European Investment Bank (the “Bank”), each of the members of the Board of Directors of the Bank, in connection with the filing with the United States Securities and Exchange Commission (the “Commission”), under the provisions of the United States Securities Act of 1933, as amended, of one or more Registration Statements and amendments, including, without limitation, post-effective amendments thereto relating to notes and/or bonds of the Bank, hereby appoints:

(i)           the President, each of the Vice Presidents of the Bank and Mr Philip Boeckman as attorneys-in-fact and agents, each of them to have full power to act without the others; and

(ii)           Mr Bertrand de Mazières, Ms Anneli Peshkoff, Ms Eila Kreivi, Mr Heinz Olbers and Mr Sandeep Dhawan as attorneys-in-fact and agents, each of them to have full power to act together with any other person named in this clause (ii)

for each of the undersigned and in his or her name and in all capacities, and on behalf of and as attorney for the Bank, to sign and file with the Commission any and all Registration Statements and amendments, including, without limitation, post-effective amendments with all exhibits thereto and any other document; and the Bank and each of the undersigned hereby grants to said attorneys-in-fact and agents, and each of them, full authority to perform any acts necessary to be done in connection with such signing and filing and hereby ratifies all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the Bank has caused this Power of Attorney to be signed by its President, and the undersigned member of its Board of Directors has hereunto set his or her hand as of the 29th day of September, 2011.

	EUROPEAN INVESTMENT BANK
	/s/ Philippe Maystadt
	President
	Philippe Maystadt
/s/ Gaston Reinesch
Director: Gaston Reinesch

[Letterhead of ]

EUROPEAN INVESTMENT BANK

POWER OF ATTORNEY

The European Investment Bank (the “Bank”), each of the members of the Board of Directors of the Bank, in connection with the filing with the United States Securities and Exchange Commission (the “Commission”), under the provisions of the United States Securities Act of 1933, as amended, of one or more Registration Statements and amendments, including, without limitation, post-effective amendments thereto relating to notes and/or bonds of the Bank, hereby appoints:

(i)           the President, each of the Vice Presidents of the Bank and Mr Philip Boeckman as attorneys-in-fact and agents, each of them to have full power to act without the others; and

(ii)           Mr Bertrand de Mazières, Ms Anneli Peshkoff, Ms Eila Kreivi, Mr Heinz Olbers and Mr Sandeep Dhawan as attorneys-in-fact and agents, each of them to have full power to act together with any other person named in this clause (ii)

for each of the undersigned and in his or her name and in all capacities, and on behalf of and as attorney for the Bank, to sign and file with the Commission any and all Registration Statements and amendments, including, without limitation, post-effective amendments with all exhibits thereto and any other document; and the Bank and each of the undersigned hereby grants to said attorneys-in-fact and agents, and each of them, full authority to perform any acts necessary to be done in connection with such signing and filing and hereby ratifies all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the Bank has caused this Power of Attorney to be signed by its President, and the undersigned member of its Board of Directors has hereunto set his or her hand as of the 29th day of September, 2011.

	EUROPEAN INVESTMENT BANK
	/s/ Philippe Maystadt
	President
	Philippe Maystadt
/s/ Zoltán Urbán
Director: Zoltán Urbán

[Letterhead of ]

EUROPEAN INVESTMENT BANK

POWER OF ATTORNEY

The European Investment Bank (the “Bank”), each of the members of the Board of Directors of the Bank, in connection with the filing with the United States Securities and Exchange Commission (the “Commission”), under the provisions of the United States Securities Act of 1933, as amended, of one or more Registration Statements and amendments, including, without limitation, post-effective amendments thereto relating to notes and/or bonds of the Bank, hereby appoints:

(i)           the President, each of the Vice Presidents of the Bank and Mr Philip Boeckman as attorneys-in-fact and agents, each of them to have full power to act without the others; and

(ii)           Mr Bertrand de Mazières, Ms Anneli Peshkoff, Ms Eila Kreivi, Mr Heinz Olbers and Mr Sandeep Dhawan as attorneys-in-fact and agents, each of them to have full power to act together with any other person named in this clause (ii)

for each of the undersigned and in his or her name and in all capacities, and on behalf of and as attorney for the Bank, to sign and file with the Commission any and all Registration Statements and amendments, including, without limitation, post-effective amendments with all exhibits thereto and any other document; and the Bank and each of the undersigned hereby grants to said attorneys-in-fact and agents, and each of them, full authority to perform any acts necessary to be done in connection with such signing and filing and hereby ratifies all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the Bank has caused this Power of Attorney to be signed by its President, and the undersigned member of its Board of Directors has hereunto set his or her hand as of the 29th day of September, 2011.

	EUROPEAN INVESTMENT BANK
	/s/ Philippe Maystadt
	President
	Philippe Maystadt
/s/ Vincent Grech
Director: Vincent Grech

[Letterhead of ]

EUROPEAN INVESTMENT BANK

POWER OF ATTORNEY

The European Investment Bank (the “Bank”), each of the members of the Board of Directors of the Bank, in connection with the filing with the United States Securities and Exchange Commission (the “Commission”), under the provisions of the United States Securities Act of 1933, as amended, of one or more Registration Statements and amendments, including, without limitation, post-effective amendments thereto relating to notes and/or bonds of the Bank, hereby appoints:

(i)           the President, each of the Vice Presidents of the Bank and Mr Philip Boeckman as attorneys-in-fact and agents, each of them to have full power to act without the others; and

(ii)           Mr Bertrand de Mazières, Ms Anneli Peshkoff, Ms Eila Kreivi, Mr Heinz Olbers and Mr Sandeep Dhawan as attorneys-in-fact and agents, each of them to have full power to act together with any other person named in this clause (ii)

for each of the undersigned and in his or her name and in all capacities, and on behalf of and as attorney for the Bank, to sign and file with the Commission any and all Registration Statements and amendments, including, without limitation, post-effective amendments with all exhibits thereto and any other document; and the Bank and each of the undersigned hereby grants to said attorneys-in-fact and agents, and each of them, full authority to perform any acts necessary to be done in connection with such signing and filing and hereby ratifies all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the Bank has caused this Power of Attorney to be signed by its President, and the undersigned member of its Board of Directors has hereunto set his or her hand as of the 29th day of September, 2011.

	EUROPEAN INVESTMENT BANK
	/s/ Philippe Maystadt
	President
	Philippe Maystadt
/s/ Jan Willem van den Wall Bake
Director: Jan Willem van den Wall Bake

[Letterhead of ]

EUROPEAN INVESTMENT BANK

POWER OF ATTORNEY

The European Investment Bank (the “Bank”), each of the members of the Board of Directors of the Bank, in connection with the filing with the United States Securities and Exchange Commission (the “Commission”), under the provisions of the United States Securities Act of 1933, as amended, of one or more Registration Statements and amendments, including, without limitation, post-effective amendments thereto relating to notes and/or bonds of the Bank, hereby appoints:

(i)           the President, each of the Vice Presidents of the Bank and Mr Philip Boeckman as attorneys-in-fact and agents, each of them to have full power to act without the others; and

(ii)           Mr Bertrand de Mazières, Ms Anneli Peshkoff, Ms Eila Kreivi, Mr Heinz Olbers and Mr Sandeep Dhawan as attorneys-in-fact and agents, each of them to have full power to act together with any other person named in this clause (ii)

for each of the undersigned and in his or her name and in all capacities, and on behalf of and as attorney for the Bank, to sign and file with the Commission any and all Registration Statements and amendments, including, without limitation, post-effective amendments with all exhibits thereto and any other document; and the Bank and each of the undersigned hereby grants to said attorneys-in-fact and agents, and each of them, full authority to perform any acts necessary to be done in connection with such signing and filing and hereby ratifies all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the Bank has caused this Power of Attorney to be signed by its President, and the undersigned member of its Board of Directors has hereunto set his or her hand as of the 29th day of September, 2011.

	EUROPEAN INVESTMENT BANK
	/s/ Philippe Maystadt
	President
	Philippe Maystadt
/s/ Wolfgang Nitsche
Director: Wolfgang Nitsche

[Letterhead of ]

EUROPEAN INVESTMENT BANK

POWER OF ATTORNEY

The European Investment Bank (the “Bank”), each of the members of the Board of Directors of the Bank, in connection with the filing with the United States Securities and Exchange Commission (the “Commission”), under the provisions of the United States Securities Act of 1933, as amended, of one or more Registration Statements and amendments, including, without limitation, post-effective amendments thereto relating to notes and/or bonds of the Bank, hereby appoints:

(i)           the President, each of the Vice Presidents of the Bank and Mr Philip Boeckman as attorneys-in-fact and agents, each of them to have full power to act without the others; and

(ii)           Mr Bertrand de Mazières, Ms Anneli Peshkoff, Ms Eila Kreivi, Mr Heinz Olbers and Mr Sandeep Dhawan as attorneys-in-fact and agents, each of them to have full power to act together with any other person named in this clause (ii)

for each of the undersigned and in his or her name and in all capacities, and on behalf of and as attorney for the Bank, to sign and file with the Commission any and all Registration Statements and amendments, including, without limitation, post-effective amendments with all exhibits thereto and any other document; and the Bank and each of the undersigned hereby grants to said attorneys-in-fact and agents, and each of them, full authority to perform any acts necessary to be done in connection with such signing and filing and hereby ratifies all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the Bank has caused this Power of Attorney to be signed by its President, and the undersigned member of its Board of Directors has hereunto set his or her hand as of the 29th day of September, 2011.

	EUROPEAN INVESTMENT BANK
	/s/ Philippe Maystadt
	President
	Philippe Maystadt
/s/ Jacek Dominik
Director: Jacek Dominik

[Letterhead of ]

EUROPEAN INVESTMENT BANK

POWER OF ATTORNEY

The European Investment Bank (the “Bank”), each of the members of the Board of Directors of the Bank, in connection with the filing with the United States Securities and Exchange Commission (the “Commission”), under the provisions of the United States Securities Act of 1933, as amended, of one or more Registration Statements and amendments, including, without limitation, post-effective amendments thereto relating to notes and/or bonds of the Bank, hereby appoints:

(i)           the President, each of the Vice Presidents of the Bank and Mr Philip Boeckman as attorneys-in-fact and agents, each of them to have full power to act without the others; and

(ii)           Mr Bertrand de Mazières, Ms Anneli Peshkoff, Ms Eila Kreivi, Mr Heinz Olbers and Mr Sandeep Dhawan as attorneys-in-fact and agents, each of them to have full power to act together with any other person named in this clause (ii)

for each of the undersigned and in his or her name and in all capacities, and on behalf of and as attorney for the Bank, to sign and file with the Commission any and all Registration Statements and amendments, including, without limitation, post-effective amendments with all exhibits thereto and any other document; and the Bank and each of the undersigned hereby grants to said attorneys-in-fact and agents, and each of them, full authority to perform any acts necessary to be done in connection with such signing and filing and hereby ratifies all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the Bank has caused this Power of Attorney to be signed by its President, and the undersigned member of its Board of Directors has hereunto set his or her hand as of the 29th day of September, 2011.

	EUROPEAN INVESTMENT BANK
	/s/ Philippe Maystadt
	President
	Philippe Maystadt
/s/ Álvaro Pinto Coelho de Aguiar
Director: Álvaro Pinto Coelho de Aguiar

[Letterhead of ]

EUROPEAN INVESTMENT BANK

POWER OF ATTORNEY

The European Investment Bank (the “Bank”), each of the members of the Board of Directors of the Bank, in connection with the filing with the United States Securities and Exchange Commission (the “Commission”), under the provisions of the United States Securities Act of 1933, as amended, of one or more Registration Statements and amendments, including, without limitation, post-effective amendments thereto relating to notes and/or bonds of the Bank, hereby appoints:

(i)           the President, each of the Vice Presidents of the Bank and Mr Philip Boeckman as attorneys-in-fact and agents, each of them to have full power to act without the others; and

(ii)           Mr Bertrand de Mazières, Ms Anneli Peshkoff, Ms Eila Kreivi, Mr Heinz Olbers and Mr Sandeep Dhawan as attorneys-in-fact and agents, each of them to have full power to act together with any other person named in this clause (ii)

for each of the undersigned and in his or her name and in all capacities, and on behalf of and as attorney for the Bank, to sign and file with the Commission any and all Registration Statements and amendments, including, without limitation, post-effective amendments with all exhibits thereto and any other document; and the Bank and each of the undersigned hereby grants to said attorneys-in-fact and agents, and each of them, full authority to perform any acts necessary to be done in connection with such signing and filing and hereby ratifies all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the Bank has caused this Power of Attorney to be signed by its President, and the undersigned member of its Board of Directors has hereunto set his or her hand as of the 29th day of September, 2011.

	EUROPEAN INVESTMENT BANK
	/s/ Philippe Maystadt
	President
	Philippe Maystadt
/s/ Bogdan Alexandru Dragoi
Director: Bogdan Alexandru Dragoi

[Letterhead of ]

EUROPEAN INVESTMENT BANK

POWER OF ATTORNEY

The European Investment Bank (the “Bank”), each of the members of the Board of Directors of the Bank, in connection with the filing with the United States Securities and Exchange Commission (the “Commission”), under the provisions of the United States Securities Act of 1933, as amended, of one or more Registration Statements and amendments, including, without limitation, post-effective amendments thereto relating to notes and/or bonds of the Bank, hereby appoints:

(i)           the President, each of the Vice Presidents of the Bank and Mr Philip Boeckman as attorneys-in-fact and agents, each of them to have full power to act without the others; and

(ii)           Mr Bertrand de Mazières, Ms Anneli Peshkoff, Ms Eila Kreivi, Mr Heinz Olbers and Mr Sandeep Dhawan as attorneys-in-fact and agents, each of them to have full power to act together with any other person named in this clause (ii)

for each of the undersigned and in his or her name and in all capacities, and on behalf of and as attorney for the Bank, to sign and file with the Commission any and all Registration Statements and amendments, including, without limitation, post-effective amendments with all exhibits thereto and any other document; and the Bank and each of the undersigned hereby grants to said attorneys-in-fact and agents, and each of them, full authority to perform any acts necessary to be done in connection with such signing and filing and hereby ratifies all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the Bank has caused this Power of Attorney to be signed by its President, and the undersigned member of its Board of Directors has hereunto set his or her hand as of the 29th day of September, 2011.

	EUROPEAN INVESTMENT BANK
	/s/ Philippe Maystadt
	President
	Philippe Maystadt
/s/ Katja Božič
Director: Katja Božič

[Letterhead of ]

EUROPEAN INVESTMENT BANK

POWER OF ATTORNEY

The European Investment Bank (the “Bank”), each of the members of the Board of Directors of the Bank, in connection with the filing with the United States Securities and Exchange Commission (the “Commission”), under the provisions of the United States Securities Act of 1933, as amended, of one or more Registration Statements and amendments, including, without limitation, post-effective amendments thereto relating to notes and/or bonds of the Bank, hereby appoints:

(i)           the President, each of the Vice Presidents of the Bank and Mr Philip Boeckman as attorneys-in-fact and agents, each of them to have full power to act without the others; and

(ii)           Mr Bertrand de Mazières, Ms Anneli Peshkoff, Ms Eila Kreivi, Mr Heinz Olbers and Mr Sandeep Dhawan as attorneys-in-fact and agents, each of them to have full power to act together with any other person named in this clause (ii)

for each of the undersigned and in his or her name and in all capacities, and on behalf of and as attorney for the Bank, to sign and file with the Commission any and all Registration Statements and amendments, including, without limitation, post-effective amendments with all exhibits thereto and any other document; and the Bank and each of the undersigned hereby grants to said attorneys-in-fact and agents, and each of them, full authority to perform any acts necessary to be done in connection with such signing and filing and hereby ratifies all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the Bank has caused this Power of Attorney to be signed by its President, and the undersigned member of its Board of Directors has hereunto set his or her hand as of the 29th day of September, 2011.

	EUROPEAN INVESTMENT BANK
	/s/ Philippe Maystadt
	President
	Philippe Maystadt
/s/ Katarina Kaszasová
Director: Katarina Kaszasová

[Letterhead of ]

EUROPEAN INVESTMENT BANK

POWER OF ATTORNEY

The European Investment Bank (the “Bank”), each of the members of the Board of Directors of the Bank, in connection with the filing with the United States Securities and Exchange Commission (the “Commission”), under the provisions of the United States Securities Act of 1933, as amended, of one or more Registration Statements and amendments, including, without limitation, post-effective amendments thereto relating to notes and/or bonds of the Bank, hereby appoints:

(i)           the President, each of the Vice Presidents of the Bank and Mr Philip Boeckman as attorneys-in-fact and agents, each of them to have full power to act without the others; and

(ii)           Mr Bertrand de Mazières, Ms Anneli Peshkoff, Ms Eila Kreivi, Mr Heinz Olbers and Mr Sandeep Dhawan as attorneys-in-fact and agents, each of them to have full power to act together with any other person named in this clause (ii)

for each of the undersigned and in his or her name and in all capacities, and on behalf of and as attorney for the Bank, to sign and file with the Commission any and all Registration Statements and amendments, including, without limitation, post-effective amendments with all exhibits thereto and any other document; and the Bank and each of the undersigned hereby grants to said attorneys-in-fact and agents, and each of them, full authority to perform any acts necessary to be done in connection with such signing and filing and hereby ratifies all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the Bank has caused this Power of Attorney to be signed by its President, and the undersigned member of its Board of Directors has hereunto set his or her hand as of the 29th day of September, 2011.

	EUROPEAN INVESTMENT BANK
	/s/ Philippe Maystadt
	President
	Philippe Maystadt
/s/ Tytti Noras
Director: Tytti Noras

[Letterhead of ]

EUROPEAN INVESTMENT BANK

POWER OF ATTORNEY

The European Investment Bank (the “Bank”), each of the members of the Board of Directors of the Bank, in connection with the filing with the United States Securities and Exchange Commission (the “Commission”), under the provisions of the United States Securities Act of 1933, as amended, of one or more Registration Statements and amendments, including, without limitation, post-effective amendments thereto relating to notes and/or bonds of the Bank, hereby appoints:

(i)           the President, each of the Vice Presidents of the Bank and Mr Philip Boeckman as attorneys-in-fact and agents, each of them to have full power to act without the others; and

(ii)           Mr Bertrand de Mazières, Ms Anneli Peshkoff, Ms Eila Kreivi, Mr Heinz Olbers and Mr Sandeep Dhawan as attorneys-in-fact and agents, each of them to have full power to act together with any other person named in this clause (ii)

for each of the undersigned and in his or her name and in all capacities, and on behalf of and as attorney for the Bank, to sign and file with the Commission any and all Registration Statements and amendments, including, without limitation, post-effective amendments with all exhibits thereto and any other document; and the Bank and each of the undersigned hereby grants to said attorneys-in-fact and agents, and each of them, full authority to perform any acts necessary to be done in connection with such signing and filing and hereby ratifies all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the Bank has caused this Power of Attorney to be signed by its President, and the undersigned member of its Board of Directors has hereunto set his or her hand as of the 29th day of September, 2011.

	EUROPEAN INVESTMENT BANK
	/s/ Philippe Maystadt
	President
	Philippe Maystadt
/s/ Kurt A. Hall
Director: Kurt A. Hall

EX-99.D

Exhibit D

FORM OF PROPOSED FISCAL AGENCY AGREEMENT GOVERNED BY NEW YORK LAW

FISCAL AGENCY AGREEMENT

Between

EUROPEAN INVESTMENT BANK

and

[   ]

as Fiscal Agent

____________

Dated as of [  ]

____________

DEBT SECURITIES

FISCAL AGENCY AGREEMENT dated as of [  ] between the EUROPEAN INVESTMENT BANK (the "Issuer"), and [   ], a national banking corporation duly organized and existing under the laws of the State of New York ("[   ]"), as Fiscal Agent.

1.  Securities Issuable in Series.  (a)  General.  The Issuer may issue its notes, bonds, debentures and/or other unsecured evidences of indebtedness (the "Securities") in separate series from time to time (each such series of Securities being hereinafter referred to as a "Series" or the "Securities of a Series").  The Securities shall constitute the unconditional, direct and general obligations of the Issuer in accordance with their terms for their payment and performance.  The Securities shall rank pari passu with any present or future indebtedness of the Issuer represented by any unsubordinated and unsecured notes or bonds. The aggregate principal amount of the Securities of all Series which may be authenticated and delivered under this Agreement and which may be outstanding at any time is not limited by this Agreement.

(b)  Authorization.  The Securities of a Series delivered to the Fiscal Agent (as defined in Section 2) for authentication on original issuance pursuant to Section 3 shall be authorized by the Issuer in a certificate (the "Authorization") executed in accordance with the procedures of the Issuer as may be required to authorize the Securities of such Series, and shall, subject to Section 3, set forth or prescribe the manner of determining:

(i)  Designation:  the designation of the Securities of such Series (which shall distinguish the Securities of such Series from all other Series);

(ii) Currency:  the currency (or currencies) in which the Securities are denominated (which may include U.S. dollars, EURO, any currency of the Member States of the European Community, Japanese yen, or any other currency or currencies to be determined for each Series);

(iii) Aggregate Principal Amount:  any limit upon the aggregate principal amount of the Securities of such Series that may be authenticated and delivered under this Agreement (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such Series pursuant to the provisions of this Agreement or the Securities of such Series);

(iv) Registered/Bearer Form:  whether the Securities of such Series shall be in registered form without interest coupons or in bearer form with or without interest coupons, or both, and the terms upon which Securities of such Series in one form may be exchanged for Securities of such Series in another form, if at all;

(v)  Temporary Global Securities:  whether Securities of such Series in registered form and/or bearer form shall initially be represented by a temporary global Security, any date, or the manner of determination of any date, prior to which interests in any such temporary global Security may not be exchanged for definitive Securities of such Series (each an "Exchange Date") and the extent to which and the manner in which any interest on such temporary global Security may be paid;

(vi) Book Entry:  whether the definitive Securities of such Series in registered form and/or bearer form shall be represented by one or more definitive global Securities to be deposited with one or more depositaries, and the terms upon which (if other than the terms set forth in Section 5) such definitive global Securities may be exchanged for Securities of such Series not in global form, if at all, and the identity of any such depositary or depositaries;

(vii) Payment Dates, etc.:  the date or dates on which the principal of (and premium, if any, on) the Securities of such Series is payable and, in the case of registered Securities, the record dates, if any, for the determination of holders of the Securities of such Series to whom such principal (and premium, if any) is payable;

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(viii) Interest Rates, etc.:  the rate or rates at which the Securities of such Series shall bear interest, if any, or the manner in which such rate or rates will be determined (including any provisions for the increase or decrease of such rate or rates upon the occurrence of specified events), the date or dates from which any such interest shall accrue, the interest payment dates on which such interest shall be payable and the record dates, if any, for the determination of holders of the Securities of such Series to whom any such interest is payable;

(ix) Payment Places:  the place or places where the principal of (and premium, if any) and any interest on the Securities of such Series is payable, where any Securities of such Series in registered form may be surrendered for registration of transfer, where Securities of such Series may be surrendered for exchange and where notices and demands to or upon the Issuer in respect of the Securities of such Series may be served;

(x)  Optional Redemption Features:  the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of such Series may be redeemed, whether in whole or in part, at the option of the Issuer or otherwise;

(xi) Special Redemption Features:  the obligation (which may be fixed or contingent upon events), if any, of the Issuer to redeem, purchase or repay Securities of such Series pursuant to any sinking fund or analogous provisions or at the option of the holder thereof and the price or prices at which and the period or periods within which (or the manner in which such price or prices or period or periods will be determined) and the terms and conditions upon which Securities of such Series will be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;

(xii) Denomination:  the denomination or denominations in which Securities of such Series shall be issuable and transferable or exchangeable, if other than $1,000;

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(xiii) Covenants:  all covenants or agreements of the Issuer, and all other events, a default in which gives rise to the right of the holder of a Security of such Series to accelerate the maturity of such Security;

(xiv) Special Principal Repayment Features:  if other than all the principal amount thereof, the portion of the principal amount of Securities of such Series which shall be payable upon any acceleration of maturity or otherwise, or the manner in which such portion will be determined;

(xv) Currency Features:  the coin or currency in which the principal (and premium, if any) and any interest are payable, or the manner in which such coin or currency will be determined; and if the principal of (or premium, if any) or interest on the Securities of such Series is to be payable, at the election of the Issuer or a holder thereof, in a currency or currencies other than that or those in which the Securities of such Series are stated to be payable, the currency or currencies in which payment of the principal of (or premium, if any) or interest on Securities of such Series as to which such election is made shall be payable, and the periods within which and the terms and conditions upon which such election may be made;

(xvi) Index Features:  if the amount of payments of principal of (or premium, if any) or interest on Securities of such Series may be determined by reference to an index, the manner in which such amount will be determined;

(xvii) Special Payment Features:  the person to whom any interest on any registered Security of such Series shall be payable if other than the person in whose name that Security (or one or more predecessor Securities) is registered at the close of business on the record date for such interest payment and the manner in which, or the person to whom, any interest on any bearer Security of such Series shall be payable if otherwise than upon surrender of the coupons appertaining thereto as they severally mature;

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(xviii) Additional Amounts:  the obligation, if any, of the Issuer to pay additional amounts in respect of principal of (or premium, if any) or interest on Securities of such Series, and the circumstances under which any such obligation shall arise;

(xix) Legends:  whether any legends shall be stamped or imprinted on all or a portion of the Securities of such Series, and the terms and conditions upon which any such legends may be removed;

(xx) Form of Securities:  the form of the Securities of such Series if other than in substantially the form of Exhibits A, B and/or C or, if Section 1(f)(iii) applies, substantially in the form of Exhibits F and G;

(xxi) Certifications:  whether any certifications by purchasers or holders of the Securities of such Series shall be required, and the form thereof if other than in substantially the form of Exhibit D or E; and

(xxii) Other terms:  any other terms of the Securities of such Series.

The Authorization shall be delivered to the Fiscal Agent and copies thereof shall be held on file and available for inspection at the [   ] of the Fiscal Agent in [   ], and in the offices of any Paying Agents (as referred to below) for the Securities of the Series to which the Authorization relates.

Securities may be issuable pursuant to warrants (if so provided in such Securities) and the Fiscal Agent may act as warrant agent or in any similar capacity in connection therewith.

(c)  Forms of Securities.  The Securities of a Series to be issued in registered form without coupons ("registered Securities") will be issuable in substantially the form of Exhibit A or, in the case of a U.S. Global Security (as defined below), in substantially the form of Exhibit F or such other form as shall be established pursuant to the Authorization and in the denominations specified in the Authorization.  The Securities of a Series, if any, to be issued in bearer form, with or without interest coupons attached ("bearer Securities"), will be issuable in substantially the form of Exhibit B or, in the case of a European Global Security (as defined below), in substantially the form of Exhibit G or such other form as shall be established pursuant to the Authorization and in the denominations specified in the Authorization.  In this Agreement, (i) Securities that are not in temporary form are referred to as "definitive Securities" and Securities that are in temporary form are referred to as "temporary Securities", (ii) registered Securities that are not in temporary form are referred to as "definitive registered Securities"  (unless such Securities are in global form, in which case they are referred to as "definitive registered global Securities") and registered Securities that are in temporary form are referred to as "temporary registered Securities" (unless such Securities are in global form, in which case they are referred to as "temporary registered global Securities") and (iii) bearer Securities that are not in temporary form are referred to as "definitive bearer Securities" (unless such Securities are in global form, in which case they are referred to as "definitive bearer global Securities") and bearer Securities that are in temporary form are referred to as "temporary bearer Securities" (unless such Securities are in global form, in which case they are referred to as "temporary bearer global Securities").

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All Securities shall be executed manually or in facsimile on behalf of the Issuer by such official or officials of the Issuer as shall have been authorized by the Authorization (the "Authorized Officers"), notwithstanding that such official or officials, or any of them, shall have ceased, for any reason, to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of any such Security.  The Securities of a Series may also have such additional provisions, omissions, variations or substitutions as are not inconsistent with the provisions of this Agreement or of the Authorization, and may have such letters, numbers or other marks of identification and such legends or endorsements not referred to in the Authorization placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with the rules of any securities exchange or governmental agency or as may be required by any depositary or as may, consistently herewith, be determined by the Authorized Officers executing such Securities, as conclusively evidenced by their execution of such Securities.  All Securities of a particular Series shall be otherwise substantially identical except as to denomination and as provided herein or in the Authorization.

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(d)  Temporary Securities.  Until definitive Securities of a Series are prepared, the Issuer may (and, if the Authorization so requires, the Issuer shall) execute, and there shall be authenticated and delivered in accordance with the provisions of Section 3 (in lieu of definitive Securities of such Series), temporary Securities of such Series.  Such temporary Securities may be in global form; provided, however, that any temporary Security in global form shall be in registered form unless delivered in compliance with the conditions set forth in Section 1(e).  Such temporary Securities of a Series shall be subject to the same limitations and conditions and entitled to the same rights and benefits as definitive Securities of such Series, except as provided herein or in the Authorization thereof.  Unless otherwise provided herein or therein, temporary Securities of a Series shall be exchangeable for definitive Securities of such Series when such definitive Securities are available for delivery; and upon the surrender for exchange of temporary Securities of a Series that are so exchangeable, the Issuer shall execute and there shall be authenticated and delivered, in accordance with the provisions of Sections 5 and 6 and in exchange for such temporary Securities, a like aggregate principal amount of definitive Securities (provided that such Securities have not been previously redeemed) of such Series.  All temporary Securities shall be identified as such and shall describe the right of the holder thereof to effect an exchange for definitive Securities and the manner in which such an exchange may be effected.

(e) (i)  Originally Issued Bearer Securities.  This Section 1(e)(i) shall apply only to definitive bearer Securities, temporary bearer Securities and definitive bearer global Securities that are originally issued at the time of sale thereof.

The Issuer shall not deliver for original issuance at the time of sale thereof any definitive bearer Security, temporary bearer Security or definitive bearer global Security of any Series to the person entitled to physical delivery thereof (other than the EUROCLEAR BANK S.A. system ("EUROCLEAR"), Clearstream Banking société anonyme ("CLEARSTREAM") or such other clearing system located outside the United States and its possessions as the Issuer may select ("Clearing System")) except upon delivery by such person to the Issuer of a certificate in substantially the form set forth in Exhibit D and, where the person entitled to physical delivery of such Securities is EUROCLEAR, CLEARSTREAM or Clearing System, only upon delivery to the Issuer of a certificate substantially in the form set forth in Exhibit E.  Notwithstanding any other provision hereof or of the Securities of a Series, no bearer Security may be mailed to or otherwise delivered to any location within the United States or its possessions in connection with its sale during the restricted period in respect of such Security (as defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)).

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(ii)  Temporary Bearer Global Securities.  This Section 1(e)(ii) shall apply only to temporary bearer global Securities delivered to a common depositary or its nominee (the "Common Depositary") for the benefit of the operator of EUROCLEAR, CLEARSTREAM or Clearing System, except as otherwise may be provided in the Authorization.

If the Authorization relating to the Securities of a Series so provides, bearer Securities of such Series shall be issued initially in the form of a temporary bearer global Security in substantially the form of Exhibit C or such other form as shall be established pursuant to the Authorization.  The temporary bearer global Security of a Series shall be exchangeable, as provided below, for definitive bearer or definitive registered Securities of such Series or, if the Authorization so provides, for one or more definitive bearer global Securities or definitive registered global Securities of such Series, or any combination thereof specified in or contemplated by the Authorization.  The term "Securities of a Series" as used herein includes any temporary bearer global Security of such Series.

Any such temporary bearer global Security of a Series shall be executed by the Issuer and delivered to the Fiscal Agent, and the Fiscal Agent shall, upon the order of the Issuer, authenticate such temporary bearer global Security and deliver such temporary bearer global Security outside the United States and its possessions to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System for credit to the respective accounts of the beneficial owners of Securities of such Series on the records of EUROCLEAR, CLEARSTREAM or Clearing System (or to such other accounts as they may direct).

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Unless otherwise specified in the Authorization, the interest of a beneficial owner of Securities of a Series in the temporary bearer global Security of such Series shall be exchanged for definitive bearer Securities or definitive registered Securities of such Series or any combination thereof when the account holder instructs EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, to request such exchange on his behalf and delivers to EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, a certificate in substantially the form set forth in Exhibit D, copies of which certificates shall be provided to EUROCLEAR, CLEARSTREAM, Clearing System and the Fiscal Agent.  If an Exchange Date is specified in the Authorization relating to the Securities of a Series to be applicable to the Securities of such Series, no definitive Securities of such Series shall be exchanged pursuant to this Section 1(e)(ii) prior to such Exchange Date.  Any exchange pursuant to this Section 1(e)(ii) shall be made free of charge to the beneficial owners of the temporary bearer global Security, except that a person receiving definitive Securities must bear the cost payable in advance to the Fiscal Agent of insurance, postage, transportation and the like in the event that such person does not take delivery of such definitive Securities in person at the offices of EUROCLEAR, CLEARSTREAM or Clearing System.  Notwithstanding any other provision hereof or of the Securities of a Series, no bearer Security of such Series may be mailed to or otherwise delivered in connection with their sale during the restricted period in respect of such Security (as defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)) to a location within the United States and its possessions.

On the applicable Exchange Date, or if no Exchange Date is specified in the Authorization relating to the Securities of a Series to be applicable to Securities of such Series, on the date of original issuance of the Securities of such Series, the temporary bearer global Security of such Series shall be surrendered by the Common Depositary outside the United States and its possessions, to the Fiscal Agent, as the Issuer's agent, for purposes of the exchange of Securities described below.  In the event the temporary bearer global Security of such Series is to be exchanged for one or more definitive bearer global Securities and/or definitive registered global Securities, following such surrender the Fiscal Agent shall authenticate and deliver outside the United States and its possessions such definitive Securities to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System for credit to the respective accounts of the beneficial owners of Securities of such Series on the records of EUROCLEAR, CLEARSTREAM or Clearing System (or to such other accounts as they may direct), but only upon delivery by EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, to the Fiscal Agent of a certificate or certificates substantially in the form set forth in Exhibit E.  In the event the temporary bearer global Security of a Series is to be exchanged for one or more definitive bearer Securities and/or definitive registered Securities, following such surrender, upon the request of EUROCLEAR, CLEARSTREAM or Clearing System, acting on behalf of beneficial owners of such Securities, the Fiscal Agent shall authenticate and deliver outside the United States and its possessions to EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, for the account of such owners, definitive bearer Securities or definitive registered Securities, or any combination thereof, as shall be specified by such owners, in exchange for the aggregate principal amount of the temporary bearer global Security of such Series beneficially owned by such owners, but only upon delivery by EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, to the Fiscal Agent of a certificate or certificates substantially in the form set forth in Exhibit E.

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Upon any exchange of a portion of the temporary bearer global Security of a Series for definitive Securities of such Series, the temporary bearer global Security of such Series shall be endorsed to reflect the reduction of the principal amount evidenced thereby, whereupon its remaining principal amount shall be reduced for all purposes by the amount so exchanged.  Until so exchanged in full, the temporary bearer global Security of a Series shall in all respects be entitled to the same benefits under this Agreement as definitive Securities of such Series authenticated and delivered hereunder, except that none of  EUROCLEAR, CLEARSTREAM any other Clearing System nor the beneficial owners of the temporary bearer global Security of such Series shall be entitled to receive payment of interest thereon except as provided in the next sentence.  Beneficial owners of the temporary bearer global Security of such Series, and EUROCLEAR, CLEARSTREAM or Clearing System on their behalf, shall be entitled to receive payment of interest prior to any such exchange for definitive Securities following delivery by the beneficial owners to EUROCLEAR, CLEARSTREAM or Clearing System, as the case may be, of a certificate substantially in the form set forth in Exhibit D and delivery by EUROCLEAR, CLEARSTREAM or Clearing System to the Fiscal Agent of a certificate substantially in the form set forth in Exhibit E.

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(f) (i)  U.S. Book-Entry Provisions.  This Section 1(f)(i) shall apply only to definitive registered global Securities of a Series deposited with or on behalf of a depositary located in the United States (a "U.S. Depositary"), except as may otherwise be provided in the Authorization.

If the Issuer shall establish in the Authorization that the registered Securities of a Series are to be issued in whole or in part in the form of one or more definitive registered global Securities deposited with or on behalf of a U.S. Depositary, then the Issuer shall execute and the Fiscal Agent shall, in accordance with this Section 1(f)(i) and the Authorization with respect to such Series, authenticate and deliver one or more definitive registered global Securities that (A) shall be registered in the name of the U.S. Depositary for such global Security or Securities or the nominee of such U.S. Depositary, (B) shall be delivered by the Fiscal Agent to such U.S. Depositary or pursuant to such U.S. Depositary's instruction and (C) except as otherwise provided in the Authorization, shall bear a legend substantially to the following effect:  "Unless and until it is exchanged in whole or in part for the individual Securities represented hereby, this definitive registered global Security may not be transferred except as a whole by the U.S. Depositary to a nominee of the U.S. Depositary or by a nominee of the U.S. Depositary to the U.S. Depositary or another nominee of the U.S. Depositary or by the U.S. Depositary or any such nominee to a successor U.S. Depositary or a nominee of such successor U.S. Depositary", and to such other effect as may be required by the applicable U.S. Depositary.

Members of, or participants in, a U.S. Depositary ("Agent Members") shall have no rights under this Agreement with respect to any global Security held on their behalf by a U.S. Depositary, and such U.S. Depositary may be treated by the Issuer, the Fiscal Agent and any agent of the Issuer or the Fiscal Agent as the owner of such definitive registered global Security for all purposes whatsoever.  Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Fiscal Agent or any agent of the Issuer or the Fiscal Agent from giving effect to any written certificate, proxy or other authorization furnished by a U.S. Depositary or impair, as between a U.S. Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Security.  None of the Issuer, the Fiscal Agent or any agent of the Issuer or the Fiscal Agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a definitive registered global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

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(ii) Offshore Book-Entry Provisions.  This Section 1(f)(ii) shall apply only to definitive bearer global Securities and definitive registered global Securities of a Series delivered to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System, except as otherwise may be provided in the Authorization.

The provisions of the "Operating Procedures of the EUROCLEAR System" and the "Terms and Conditions Governing Use of EUROCLEAR", the "Management Regulations" and "Instructions to Participants" of CLEARSTREAM, and such other procedures and conditions applicable to any Clearing System, respectively, shall be applicable to definitive bearer global Securities and definitive registered global Securities of a Series delivered to the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System.  Account holders or participants in EUROCLEAR, CLEARSTREAM or Clearing System shall have no rights under this Agreement with respect to any such definitive bearer global Securities or definitive registered global Securities delivered to the Common Depositary or, in the case of registered Securities, registered in the name of the nominee of the Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System, and the Common Depositary or such nominee may be treated by the Issuer, the Fiscal Agent and any agent of the Issuer or the Fiscal Agent as the owner of any such definitive bearer global Securities or definitive registered global Securities for all purposes whatsoever.  Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Fiscal Agent or any agent of the Issuer or the Fiscal Agent from giving effect to any written certificate, proxy or other authorization furnished by the Common Depositary or impair, as between the Common Depositary and its account holders or participants, the operation of customary practices governing the exercise of the rights of a holder of any Security.

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(iii) Global Book-Entry Provisions.  This Section 1(f)(iii) shall apply, in addition to Section 1(f)(i) and 1(f)(ii), where applicable, to a Series in which the Securities will be issued in the form of (i) a fully registered global Security which will be deposited with or on behalf of a U.S. Depositary(the "U.S. Global Security"), substantially in the form of Exhibit F, and (ii) a definitive bearer global Security which will be deposited with a Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM or Clearing System (the "European Global Security",and together with the U.S. Global Security, the "Global Securities"), substantially in the form of Exhibit G.

Both the U.S. Global Security and the European Global Security will be deposited with one and the same custodian and common depositary that serves at the same time as a U.S. Depositary and as a Common Depositary for the benefit of EUROCLEAR, CLEARSTREAM and Clearing System (the "Note Depositary").  The Global Securities may not be transferred without the prior written consent of the Issuer and except in combination and as a whole by the Note Depositary to another custodian and common depositary for such Global Securities or to a successor of such custodian and common depositary; provided that such subsequent custodian and common depositary or successor, as the case may be, expressly agrees to above by such restrictions on transfer.

(g)  Legends.  Securities of a Series shall be stamped or otherwise be imprinted with such legends, if any, as are provided in the Authorization or pursuant to Section 1(c) or 1(f).  Any legends so provided may be removed as provided in the Authorization or pursuant to Section 1(c) or 1(f).

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2.  Fiscal Agent; Other Agents.  The Issuer hereby appoints [   ], acting through its office at [   ], as fiscal agent of the Issuer in respect of the Securities upon the terms and subject to the conditions herein set forth, and [   ] hereby accepts such appointment.  [   ] and any successor or successors as such fiscal agent qualified and appointed in accordance with Section 9, are herein called the "Fiscal Agent".  The Fiscal Agent shall have the powers and authority granted to and conferred upon it in the Securities and hereby and such further powers and authority to act on behalf of the Issuer as may be mutually agreed upon by the Issuer and the Fiscal Agent.  All the terms and provisions with respect to such powers and authority contained in the Securities are subject to and governed by the terms and provisions hereof.

The Issuer may, at its discretion, appoint one or more agents (a "Paying Agent" or "Paying Agents") for the payment (subject to applicable laws and regulations) of the principal of (and premium, if any) and any interest on the Securities of a Series and one or more agents (a "Transfer Agent" or "Transfer Agents" and together with the Paying Agents and the Fiscal Agent, the "Agents") for the transfer and exchange of Securities of a Series at such place or places as the Issuer may determine; provided, however, that so long as any Securities of such Series are listed on any stock exchange, the Issuer shall maintain a Paying Agent in such city as such stock exchange may so require; and provided further that, in the event Securities are issued in registered form, the Issuer shall at all times maintain a Paying Agent and Transfer Agent in The City of New York, or, if set forth in the Authorization relating to such Securities, in London, and in such other city as such stock exchange may require (which Paying Agent may be, and initially shall be, the Fiscal Agent).  The Issuer shall promptly notify the Fiscal Agent of the name and address of each Paying Agent and Transfer Agent appointed by it and of the country or countries in which a Paying Agent or Transfer Agent may act in that capacity, and will notify the Fiscal Agent of the resignation or termination of any Paying Agent or Transfer Agent.  Subject to the provisions of Section 9(c), the Issuer may vary or terminate the appointment of any such Paying Agent or Transfer Agent at any time and from time to time upon giving not less than 30 calendar days notice to such Paying Agent or Transfer Agent, as the case may be, and to the Fiscal Agent.  Notwithstanding the foregoing, if the Issuer issues bearer Securities of a Series, to the extent provided in the Securities of such Series the Issuer shall maintain under appointment a Paying Agent or Paying Agents with respect to such bearer Securities outside the United States of America, its territories, its possessions and other areas subject to its jurisdiction (the "United States") for the payment of principal of (and premium, if any) and any interest on such bearer Securities.

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In respect of the Securities of a Series, the Issuer shall cause notice of any resignation, termination or appointment of any Paying Agent or Transfer Agent or of the Fiscal Agent and of any change in the office through which any such Agent will act to be given as provided in the Securities of such Series.

3.  Authentication.  The Fiscal Agent is authorized, upon receipt of Securities of a Series duly executed on behalf of the Issuer for the purposes of the original issuance of Securities of such Series, (i) to authenticate such Securities in an aggregate principal amount not in excess of the aggregate principal amount specified in the Securities of such Series in accordance with the Authorization and to deliver such Securities in accordance with the written order or orders of the Issuer signed on its behalf by any person authorized by or pursuant to the Authorization and (ii) thereafter to authenticate and deliver Securities of such Series in accordance with the provisions therein or herein set forth.

Notwithstanding the provisions of Section 1(b) and of the preceding paragraph, if all Securities of a Series are not to be originally issued at one time, it shall not be necessary to deliver the Authorization otherwise required pursuant to Section 1(b) or the order or orders otherwise required pursuant to such preceding paragraph at or prior to the time of authentication of each Security of such Series if such documents are delivered at or prior to the time of authentication upon original issuance of the first Security of such Series to be issued.

The Fiscal Agent may, with the consent of the Issuer, appoint by an instrument or instruments in writing one or more agents (which may include itself) for the authentication of Securities of a Series and, with such consent, vary or terminate any such appointment upon written notice and approve any change in the office through which any authenticating agent acts.  The Issuer, by written notice to the Fiscal Agent and the authenticating agent whose appointment is to be terminated, may also terminate any such appointment at any time.  The Fiscal Agent hereby agrees to obtain a written acceptance (in form and substance satisfactory to the Issuer) of such appointments from each such authenticating agent.  In its acceptance of such appointment, each such authenticating agent shall agree to act as an authenticating agent pursuant to the terms and conditions of this Agreement.

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4.  Payment and Cancelation.  (a)  Payment.  Subject to the following provisions, the Issuer shall provide to the Fiscal Agent in funds available on or prior to each date by not later than 10:00 a.m. (local time in the principal financial center of the relevant coin or currency) on which a payment of the principal of (or premium, if any) or any interest on the Securities of a Series shall become due, as set forth in the Securities of such Series, such amount, in such coin or currency, as is necessary to make such payment, and the Issuer hereby authorizes and directs the Fiscal Agent from funds so provided to it to make or cause to be made payment of the principal of (and premium, if any) and any interest, as the case may be, on the Securities of such Series as set forth herein and in such Securities.  The Issuer will confirm to the Fiscal Agent by 10:00 a.m. (local time in the city of the Fiscal Agent's specified office) on the second business day in the city of the Fiscal Agent's specified office before the due date for any such payment that instructions have been issued by it for such payment to be made to the Fiscal Agent. The Fiscal Agent shall arrange directly with any Paying Agent who may have been appointed by the Issuer pursuant to the provisions of Section 2 for the payment from funds so paid by the Issuer of the principal of (and premium, if any) and any interest on the Securities of such Series as set forth herein and in such Securities.  Notwithstanding the foregoing, where the Authorization expressly so provides, the Issuer may provide directly to a Paying Agent funds for the payment of the principal of (or premium, if any) and any interest on the Securities of a Series pursuant to an agreement with respect to such funds containing substantially the same terms and conditions set forth in this Section 4(a) and in Section 8(b) and shall so advise the Fiscal Agent; and the Fiscal Agent shall have no responsibility with respect to any funds so provided by the Issuer to any such Paying Agent.  The Issuer hereby authorizes and directs any Paying Agent in the absence of notice from the Fiscal Agent that the amounts due under this paragraph have not been received, to make, subject to any applicable laws or regulations, payment of principal and interest on any Securities in accordance with the provisions of the Securities.  Immediately upon such Paying Agent's notifying the Fiscal Agent of payment made by it in respect of the Securities aforesaid, the Fiscal Agent will transfer the same amount in such coin or currency as is necessary to make such payment, to such account with such bank as such Paying Agent may specify to the Fiscal Agent.

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Any interest on registered Securities of a Series shall be paid, unless otherwise provided in the Securities of such Series, to the persons (the "registered owners") in whose names such Securities are registered on the register maintained pursuant to Section 6 at the close of business on the record dates designated in the Securities of such Series.  Principal of (and premium, if any, on) registered Securities of a Series shall be payable against surrender thereof at the Offices of the Fiscal Agent or at the offices of such Paying Agents as the Issuer shall have appointed pursuant to Section 2.  Payments of any interest on registered Securities of a Series shall be made, subject to applicable laws and regulations, by wire transfer or by check mailed on the due date for such payment to the person entitled thereto at the person's address appearing on the register of the Securities of such Series maintained pursuant to Section 6; provided, however, that, if provided in the Authorization relating to the Securities of such Series, such payments may be made in the case of a registered owner of Securities by transfer to an account denominated in the currency in which such payments are to be made maintained by the payee with a bank as specified in the Authorization if such registered owner so elects by giving notice to the Fiscal Agent, not less than 15 calendar days (or such fewer days as the Fiscal Agent may accept at its discretion) prior to the date of such payments, of such election and of the account to which payment is to be made.

Any interest on bearer Securities of a Series shall be payable by wire transfer or check upon surrender of the applicable coupon, and principal of (and premium, if any, on) bearer Securities of such Series shall be payable by wire transfer or check upon surrender of such Securities at such offices or agencies of the Fiscal Agent or any Paying Agent outside the United States as the Issuer may from time to time designate, unless the Issuer shall have otherwise instructed the Fiscal Agent or in such other manner as may be set forth in the Securities of such Series.  No such check which is mailed shall be mailed to an address in the United States, nor shall any wire or other transfer made in lieu of payment by check be made to an account maintained by the payee with a bank in the United States.  Neither the Fiscal Agent nor any Paying Agent shall, and the Issuer shall not instruct the Fiscal Agent or any Paying Agent to, make such payments on bearer Securities of a Series at an office or agency located in the United States unless such payments are to be made in U.S. dollars and payment of the full amount so payable at each office of the Fiscal Agent and of each Paying Agent outside the United States appointed and maintained by the Issuer in accordance with Section 2 is illegal or effectively precluded by reason of the imposition of exchange controls or other similar restrictions on the full payment or receipt of such amount in U.S. dollars.

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Interest on Securities of a Series in which the rate of interest is a fixed or floating rate will be computed on a basis of a 360-day year of twelve 30-day months unless otherwise provided in the Authorization relating to the Securities of such Series.

All payments of principal (or premium, if any) and interest on Securities denominated in EURO ("EURO Securities") will be paid in EURO.

Unless otherwise set forth in the Security of a Series, any monies paid by the Issuer to the Fiscal Agent or any Paying Agent for the payment of the principal of (or premium, if any, on) or interest, respectively, on any Securities and remaining unclaimed at the end of ten years or five years, respectively, after such principal (or premium) or interest shall have become due and payable (whether at maturity, upon call for redemption or otherwise) shall then be repaid to the Issuer upon its written request, and upon such repayment all liability of the Fiscal Agent and any Paying Agent with respect thereto shall cease.  Any obligation the Issuer may have to pay the principal of (or premium, if any, on) such Securities shall terminate at the end of 10 years after such principal or premium shall have become due and payable.  Any obligation the Issuer may have to pay any interest on such Securities shall terminate at the end of five years after such interest shall have become due and payable.

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(b)  Withholding; Payment of Additional Amount.  In respect of the Securities of a Series issued hereunder, at least 10 calendar days prior to the first date of payment of interest (which, for purposes of this subsection (b), shall include accrued original issue discount) on the Securities of such Series and at least 10 calendar days prior to each date, if any, of payment of principal (and premium, if any) or interest thereafter if there has been any change with respect to the matters set forth in the below-mentioned certificate, the Issuer will furnish the Fiscal Agent and each Paying Agent, if any, with respect to such Securities with a certificate of an Authorized Officer instructing the Fiscal Agent and such Paying Agent whether such payment of principal of (and premium, if any) or any interest on such Securities shall be made without deduction or withholding for or on account of any United States tax, assessment or other governmental charge.  If any such deduction or withholding shall be required, then such certificate shall specify the amount, if any, required to be withheld on such payment to all or certain holders of such Securities or coupons.  The Issuer agrees to indemnify the Fiscal Agent, each Paying Agent and each Transfer Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by them in reliance on any certificate furnished pursuant hereto.

(c)  Cancelation.  All Securities, together with all coupons thereto appertaining, delivered to any Paying or other Agent appointed by the Issuer pursuant to Section 2 for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment as herein or in the Securities provided shall be forwarded to or to the order of the Fiscal Agent by the Agent to which they were delivered.  All such Securities and coupons shall be canceled and destroyed by the Fiscal Agent or such other person as may be jointly designated by the Issuer and the Fiscal Agent (or otherwise disposed of in accordance with such person's customary procedures), and the Fiscal Agent or such other persons shall thereupon upon request by the Issuer furnish a certificate of such destruction or disposition to the Issuer.

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(d)  References to Include Additional Amounts.  All references in this Agreement to principal, premium and interest in respect of Securities of a Series shall, unless the context otherwise requires, be deemed to mean and include all additional amounts, if any, payable in respect thereof as set forth herein or in the Securities of such Series.

5.  Exchange of Securities.  (a)  General.  The Fiscal Agent, or its agent duly authorized by the Fiscal Agent, is hereby authorized from time to time in accordance with the provisions of the Securities and of this Section 5 to authenticate and deliver:

(i) Securities of a Series in exchange for or in lieu of (a) Securities of such Series of like tenor and of like form which have become mutilated, destroyed, stolen or lost, or (b) any coupons appertaining to such Securities which have become mutilated, destroyed, stolen or lost.  Upon receipt and cancelation by the Fiscal Agent of the mutilated Security or receipt of proof, satisfactory to both the Issuer and the Fiscal Agent, in their discretion, of the destruction, theft or loss of the Security, and upon receipt by them of indemnity satisfactory to both of them, the Issuer shall issue a new Security of like tenor and the Fiscal Agent shall thereupon deliver such new Security in exchange for the mutilated Security or in substitution for the destroyed, stolen or lost Security.  Such new Security shall be so dated that neither gain nor loss of principal or interest shall result from such exchange or substitution.  All expenses associated with procuring such indemnity and with the preparation and delivery of a new Security shall be borne by the person seeking replacement of the Security;

(ii) registered Securities of a Series of authorized denominations in exchange for a like aggregate principal amount of registered Securities of such Series of like tenor and of like form;

(iii) if bearer Securities of a Series are authorized to be issued, registered Securities of such Series in exchange for a like aggregate principal amount of bearer Securities of such Series of like tenor and of like form;

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(iv) if Securities of a Series are subject to partial redemption or purchase, Securities of such Series of authorized denominations in exchange for the unredeemed or unpurchased portion of any Securities of such Series redeemed or purchased in part only; and

(v) if specifically so provided by the provisions of the Securities of a Series, Securities of such Series in exchange for Securities of another Series;

provided, however, that any definitive registered global Security shall be exchangeable only as provided in Sections 5(a)(i), 5(a)(iv) and 5(b) and any definitive bearer global Securities delivered to a Common Depositary shall be exchangeable only as provided in Sections 5(a)(i), 5(a)(iv) and 5(c).

Bearer Securities may not be issued in exchange for registered Securities.  All bearer Securities of a Series surrendered for exchange for other Securities of such Series shall have attached thereto all unmatured coupons appertaining thereto.  Unless otherwise provided in the Authorization, bearer Securities shall be dated the date from which interest on the Securities of such Series first begins to accrue.  Registered Securities shall be dated the date of their authentication by the Fiscal Agent.  Each Security authenticated and delivered upon any transfer or exchange for or in lieu of the whole or any part of any Security shall carry all the rights, if any, to interest accrued and unpaid and to accrue which were carried by the whole or such part of such Security.  Notwithstanding anything to the contrary herein contained, such new Security, if a registered Security, shall be so dated, and, if a bearer Security, shall have attached thereto such coupons, that neither gain nor loss in interest shall result from such transfer or exchange.

(b)  Definitive Registered Global Securities.  This Section 5(b) shall apply only to definitive registered global Securities deposited with a U.S. Depositary pursuant to Section 1(f)(i), unless otherwise provided in the Authorization.

A definitive registered global Security shall be exchangeable for definitive registered Securities of the same Series and tenor (x) if the U.S. Depositary with respect to such definitive registered global Security notifies the Issuer that it is unwilling or unable to continue as U.S. Depositary of such global Security or if at any time such U.S. Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934 and notifies the Issuer thereof and, in either case, the Issuer is unable to appoint a successor U.S. Depositary within 5 business days of its receipt of such notice, (y) if the Issuer delivers to the Fiscal Agent a written notice executed by an Authorized Officer that such definitive registered global Security shall be exchangeable or (z) if an event of default entitling the holders of such definitive registered global Security to accelerate the maturity thereof has occurred and is continuing with respect to such definitive registered global Security.

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Unless and until it is exchanged in whole or in part for the individual Securities represented thereby, no definitive registered global Security shall be transferred except as a whole by the U.S. Depositary to a nominee of the U.S. Depositary or by a nominee of the U.S. Depositary to the U.S. Depositary or another nominee of the U.S. Depositary or by the U.S. Depositary or any such nominee to a successor U.S. Depositary or a nominee of such successor U.S. Depositary.

If the beneficial owners of interests in a definitive registered global Security are entitled to exchange such interests for definitive registered Securities of such Series in another form pursuant to the second preceding paragraph, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged the Issuer shall deliver to the Fiscal Agent definitive registered Securities in aggregate principal or face amount equal to the principal or face amount of such definitive registered global Security.  On the earliest date on which such interests may be so exchanged, such definitive registered global Security shall be surrendered by the U.S. Depositary to the Fiscal Agent, as the Issuer's agent for such purpose, to be exchanged without charge, in whole or from time to time in part, for definitive registered Securities; and the Fiscal Agent shall authenticate and deliver, in exchange for each portion of such definitive registered global Security, an equal aggregate principal amount of definitive registered Securities of the same Series of authorized denominations as the portion of such definitive registered global Security to be exchanged; provided, however, that no such exchange may occur during a period beginning at the opening of business 10 business days before any date for the selection of Securities of such Series to be redeemed and ending on the relevant date of redemption.  Any definitive registered global Security that is exchangeable pursuant to this Section 5(b) shall be exchangeable for definitive registered Securities issuable in the denominations specified in the Authorization and registered in such names as the U.S. Depositary that is the holder of such definitive registered global Security shall direct.  If a definitive registered Security is issued in exchange for any portion of a definitive registered global Security after the close of business at the office or agency where such exchange occurs on the record date for any interest payment date and before the opening of business at such office or agency on such interest payment date, interest will not be payable on such interest payment date in respect of such definitive registered Security, but will be payable on such interest payment date only to the person to whom interest in respect of such portion of such definitive registered global Security is payable.

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The U.S. Depositary may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action that a holder is entitled to take under this Agreement or the Securities.

(c)  Definitive Bearer Global Securities.  This Section 5(c) shall apply only to definitive bearer global Securities delivered to a Common Depositary for EUROCLEAR, CLEARSTREAM or Clearing System pursuant to Section 1(f)(ii), unless otherwise provided in the Authorization.

If the beneficial owners of interests in a definitive bearer global Security are entitled to exchange such interests for definitive bearer Securities or definitive registered Securities of such Series as provided in the Authorization, then without unnecessary delay but in any event not later than the fifteenth calendar day prior to the earliest date on which such interests may be so exchanged the Issuer shall deliver to the Fiscal Agent definitive bearer Securities and/or definitive registered Securities in aggregate principal amount equal to the principal amount of such definitive bearer global Security.  On the earliest date (if any) on which such interests may be so exchanged, such definitive bearer global Security shall be surrendered outside the United States and its possessions by the Common Depositary to the Fiscal Agent, as the Issuer's agent for such purpose, to be exchanged without charge, in whole or from time to time in part, for definitive bearer Securities and/or definitive registered Securities; and the Fiscal Agent shall authenticate and deliver, in exchange for each portion of such definitive bearer global Security, an equal aggregate principal amount of definitive bearer Securities and/or definitive registered Securities of the same Series of authorized denominations as the portion of such definitive bearer global Security to be exchanged, in such combination thereof as shall be specified by the beneficial owner thereof and communicated to the Fiscal Agent through EUROCLEAR, CLEARSTREAM or Clearing System, and, if in registered form, registered in such name as may be specified by the beneficial owner thereof and so communicated to the Fiscal Agent; provided, however, that no such exchange may occur during a period beginning at the opening of business 15 calendar days before any date for the selection of Securities of such Series to be redeemed and ending on the relevant date of redemption; and provided further, that no definitive bearer Security delivered in exchange for a portion of a definitive bearer global Security shall be mailed or otherwise delivered to any location in the United States and its possessions.  If a definitive registered Security is issued in exchange for any portion of a definitive bearer global Security after the close of business at the office or agency where such exchange occurs on the record date for any interest payment date and before the opening of business at such office or agency on such interest payment date, interest will not be payable on such interest payment date in respect of such registered Security, but will be payable on such interest payment date only to the person to whom interest in respect of such portion of such definitive bearer global Security is payable.

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So long as the Common Depositary is the holder of a definitive bearer global Security, such Common Depositary, as the case may be, will be considered the sole owner or holder of the Securities represented by such definitive bearer global Security for the purposes of receiving payment on the Securities, receiving notices and for all other purposes under this Agreement and the definitive bearer global Security.  The Common Depositary may grant proxies and otherwise authorize any person, including EUROCLEAR, CLEARSTREAM, Clearing System and beneficial owners of such global Security, to take any action that a holder is entitled to take under this Agreement or such global Security.  Beneficial interests in a definitive bearer global Security will be evidenced only by, and transfers thereof will be affected only through, records maintained by EUROCLEAR, CLEARSTREAM or Clearing System.

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6.  Register.  The Fiscal Agent, as agent of the Issuer, shall maintain at its [   ] in the City of New York or London, as specified in the Authorization relating to such Securities, a register for the registration of transfers of each Series of Securities issued in whole or in part in registered form.  Upon surrender for the purpose of registration of transfer at such office of the Fiscal Agent of any registered Security of such Series, accompanied by a written instrument of transfer in the form approved by the Issuer and the Fiscal Agent (it being understood that, until notice to the contrary is given to holders of Securities of a Series, the Issuer and the Fiscal Agent shall each be deemed to have approved the form of instrument of transfer, if any, printed on any definitive registered Security of such Series) and executed by the registered holder in person or by such holder's attorney thereunto duly authorized in writing, such Security shall be transferred upon the register for Securities of such Series, and a new registered Security of such Series shall be authenticated and issued in the name of the transferee; provided, however, that registered Securities may be delivered for the purpose of registration of transfer by mail but only at the risk and expense of the transferor.  Transfers and exchanges of Securities of a Series shall be subject to such restrictions as shall be set forth in the Securities of such Series and such reasonable regulations as may be prescribed by the Issuer.  Successive registrations of transfers as aforesaid may be made from time to time as desired, and each such registration shall be noted on the security register.  No service charge shall be made for any registration, transfer or exchange of Securities of a Series unless otherwise provided by the provisions of the Securities of such Series, but, except as permitted herein with respect to the exchange of temporary securities for definitive securities, the Fiscal Agent (and any Transfer Agent or authenticating agent appointed pursuant to Section 2 or 3) may require payment of a sum sufficient to cover any stamp or other tax or governmental charge in connection with any registration, transfer or exchange.

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Any Transfer Agent appointed pursuant to Section 2 shall provide to the Fiscal Agent such information as the Fiscal Agent may reasonably require in connection with the delivery by such Transfer Agent of Securities in exchange for other Securities.

Neither the Fiscal Agent nor any Transfer Agent shall be required to make registrations of transfer or exchange of Securities of a Series during any period specified as not requiring registrations of transfer or exchange in the Securities of such Series.

In addition, in the case of Securities of a Series which includes a U.S. Global Security and a European Global Security, the Fiscal Agent will be responsible for (i) maintaining a record of the aggregate holdings of all outstanding Securities evidenced by the U.S. Global Security and the European Global Security; (ii) registering transfers between the U.S. Depositary, on the one hand, and EUROCLEAR or CLEARSTREAM or Clearing System, on the other hand; (iii) ensuring that payments of principal and interest in respect of the Securities received by the Fiscal Agent from the Issuer are duly credited to the holders of the Securities; (iv) transmitting to the Issuer any notices from the holders of the Securities; and (v) maintaining and promptly updating the respective Schedules to the U.S. Global Security and the European Global Security.

7.  Sinking Fund and Optional Redemption; Repurchases of Securities.  (a) The Issuer hereby authorizes and directs the Fiscal Agent to administer the sinking fund with respect to the Securities of any Series having a mandatory sinking fund or similar provision in accordance with the provisions of the Securities of such Series.  In the event that the provisions of the Securities of a Series permit the Issuer to redeem Securities of such Series at its option, the Issuer shall, unless otherwise specified in the Securities of such Series, give written notice to the Fiscal Agent of the principal amount of Securities of such Series to be redeemed not less than 60 calendar days prior to the optional redemption date.  All notices of redemption of the Securities of a Series shall be made in the name and at the expense of the Issuer and shall be given in accordance with the provisions applicable thereto set forth in the Authorization relating to or in the Securities of such Series.  In the event that the provisions set forth in the Authorization or in the Securities of a Series permit the Issuer to redeem Securities of such Series only upon the occurrence or satisfaction of a condition or conditions precedent thereto, prior to the giving of notice of redemption of the Securities of such Series, the Issuer shall deliver to the Fiscal Agent a certificate of an Authorized Officer stating that the Issuer is entitled to effect such redemption and setting forth in reasonable detail a statement of facts showing that such condition or conditions precedent have occurred or been satisfied.  In the event that the provisions of the Securities of a Series permit the holders thereof, at their option, to cause the Issuer to redeem or purchase such Securities, the Issuer shall arrange with the Fiscal Agent (and any Paying Agent for such purpose) for the provision of funds sufficient to make payments to such holders in respect of such redemptions or purchases, and the Fiscal Agent shall provide to the Issuer from time to time reasonably detailed information as to such redemptions or purchases.

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Whenever less than all the Securities of a Series at any time outstanding are to be redeemed at the option of the Issuer, the particular Securities of such Series to be redeemed shall be selected not more than 60 calendar days prior to the redemption date by the Fiscal Agent from the then outstanding Securities of such Series, in the case of bearer Securities of such Series, individually by lot (unless all bearer Securities are subject to such redemption) and, in the case of registered Securities of such Series, by such usual method as the Fiscal Agent shall deem fair and appropriate.  Upon any partial redemption of a registered Security of a Series, the Fiscal Agent shall authenticate and deliver in exchange therefor one or more registered Securities of such Series, in any authorized denomination requested by the holder thereof, in aggregate principal amount equal to the unredeemed portion of the principal of such Security.  Upon any partial redemption of Securities that are in the form of a definitive bearer global Security, such partial redemption shall be effected by EUROCLEAR, CLEARSTREAM or Clearing System in accordance with its respective operating procedures.

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(b) The Issuer shall have the right at any time to purchase Securities in the open market or otherwise.  Any Securities so purchased may be resold at the Issuer's discretion if not given to the Fiscal Agent for cancelation.

8.  Conditions of Fiscal Agent's Obligations.  The Fiscal Agent accepts its obligations herein set forth upon the terms and conditions hereof, including the following, to all of which the Issuer agrees and to all of which the rights of holders from time to time of Securities are subject:

(a)  Compensation and Indemnity.  The Fiscal Agent shall be entitled to compensation as agreed separately with the Issuer for all services rendered by it, and the Issuer agrees promptly to pay such compensation and to reimburse the Fiscal Agent for the out-of-pocket expenses (including fees of counsel) reasonably incurred by it in connection with its services hereunder.  The Issuer also agrees to indemnify the Fiscal Agent for, and to hold it harmless against, any loss, liability or expense, incurred without negligence or willful misconduct, arising out of or in connection with its acting as Fiscal Agent hereunder.  The obligations of the Issuer under this Section 8(a) shall survive the payment of all the Securities and the resignation or removal of the Fiscal Agent.

(b)  Agency.  In acting under this Agreement and in connection with the Securities, the Fiscal Agent is acting solely as agent of the Issuer and does not assume any responsibility for the correctness of the recitals in the Securities (except for the correctness of the statement in the certificate of authentication thereon) or any obligation (or relationship of agency or trust) for or with any of the owners or holders of the Securities, except that all funds held by the Fiscal Agent or any Paying Agent for the payment of principal of (and premium, if any) and any interest on the Securities shall be held in trust for such owners and holders as set forth herein and in the Securities; provided, however, that monies held in respect of the Securities of a Series for the payment of principal of, or premium, if any, on or interest on such Securities that remain unclaimed at the end of 10 years or five years, respectively, after such payment of principal, premium or interest shall have become due and payable (whether at maturity or otherwise) shall, together with any interest earned thereon, be repaid to the Issuer, as provided and in the manner set forth in the Securities of such Series.  Upon such repayment, the aforesaid trust with respect to the Securities of such Series shall terminate and all liability of the Fiscal Agent and any Paying Agent with respect to such funds shall thereupon cease.

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(c)  Advice of Counsel.  Each of the Fiscal Agent, any Paying Agent and any Transfer Agent may consult with such counsel as is satisfactory to it, and the written opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith, without negligence and in accordance with such opinion.

(d)  Reliance.  Each of the Fiscal Agent, any Paying Agent and any Transfer Agent shall be protected and shall incur no liability for or in respect of any action taken or thing suffered by it in reliance upon any Security, notice, direction, consent, certificate, affidavit, statement, or other paper or document believed by it, in good faith and without negligence, to be genuine and to have been adopted or signed by the proper parties. Unless herein otherwise specifically provided, any order, notice, request or other instrument of the Issuer made or given by it under any provision of this Agreement shall be sufficient if signed by the President or any Vice President of the Issuer, or in accordance with any list of authorized signatories of the Issuer which shall have been made available by it and as to which the Fiscal Agent shall not have received notice of the rescission thereof, or by any other official of the Issuer who shall have been designated in writing to the Fiscal Agent by such President or Vice President.  The Fiscal Agent and each paying agent shall be fully justified and protected in relying and acting upon any instructions received by it and signed in the manner provided in the preceding sentence or upon the advice of the legal advisers for the Issuer, and shall be fully justified and protected in relying and acting upon and dealing with any Security, notice or other instrument or paper (including notices, lists of Securities and other instruments or information received from the Fiscal Agent or any paying agent) believed by the Fiscal Agent or any paying agent to be genuine and duly authorized and properly executed.  The Fiscal Agent and each Paying Agent shall not be accountable for the use or application of any Securities or moneys which shall have been delivered or disposed of by them in accordance with the express provisions of this Agreement or the Securities.  Neither the Fiscal Agent nor any Paying Agent shall in any way be responsible or accountable for the action or failure to act of any other of them.

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(e)  Interest in Securities, etc.  Each of the Fiscal Agent, any Paying Agent and any Transfer Agent and its officers, directors and employees may become the owners of, or acquire any interest in, any Securities with the same rights that it would have if it were not the Fiscal Agent, a Paying Agent, a Transfer Agent or such a person and may engage or be interested in any financial or other transaction with the Issuer and may act on, or as depository, trustee or agent for, any committee or body of holders of Securities or other obligations of the Issuer, as freely as if it were not the Fiscal Agent, such a Paying Agent, such a Transfer Agent or such a person.

The Fiscal Agent, any Paying Agent and any Transfer Agent may become creditors, directly or indirectly, of the Issuer, make any loan or loans thereto, own, accept or negotiate any drafts, bills of exchange, acceptances or obligations thereof, make disbursements therefor and enter into any commercial or business arrangements therewith, without being obliged to account for any profits.  The Issuer may maintain deposit accounts and conduct other banking transactions in the ordinary course of business with the Fiscal Agent and any Paying Agent.

(f)  Non-Liability for Interest.  Subject to any agreement between the Issuer and the Fiscal Agent to the contrary, the Fiscal Agent shall not be under any liability for interest on monies at any time received by it pursuant to any of the provisions of this Agreement or of the Securities.

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(g)  Certifications.  Whenever in the administration of this Agreement the Fiscal Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Fiscal Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith or negligence on its part, rely upon a certificate signed by any person authorized by or pursuant to the Authorization and delivered to the Fiscal Agent.

(h)  No Implied Obligations.  The duties and obligations of the Fiscal Agent shall be determined solely by the express provisions of this Agreement; the Fiscal Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement; and no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent.

9.  Resignation and Appointment of Successor.  (a) Fiscal Agent, Paying Agent and Transfer Agent.  The Issuer agrees, for the benefit of the holders from time to time of the Securities, that there shall at all times be (i) a Fiscal Agent hereunder which shall be a bank or trust company organized and doing business under the laws of the United States of America or the State of New York, in good standing and having an established place of business in The City of New York, and authorized under such laws to exercise corporate trust powers, and (ii) to the extent required by the provisions of bearer Securities, if any, unless payments are permitted by the provisions of the third paragraph of Section 4(a) to be made in the United States, a Paying Agent outside the United States for payment of principal of (and premium, if any) and any interest on such bearer Securities, until all the Securities authenticated and delivered hereunder shall have been delivered to the Fiscal Agent for cancelation or become due and payable and monies sufficient to pay the principal of (and premium, if any) and any interest on such Securities shall have been made available for payment and either paid or returned to the Issuer as provided herein and in such Securities.

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(b)  Resignation.  The Fiscal Agent or Paying Agent or Transfer Agent, if any, may at any time resign by giving written notice to the Issuer of such intention on its part, specifying the date on which its desired resignation shall become effective, provided that such date shall not be less than 90 calendar days from the date on which such notice is given, unless the Issuer agrees to accept shorter notice.  The Fiscal Agent, any Paying Agent or any Transfer Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed on behalf of the Issuer and specifying such removal and the date when it shall become effective.  Notwithstanding the dates of effectiveness of resignation or removal, as the case may be, such resignation or removal shall take effect only upon (i) the appointment by the Issuer, as hereinafter provided, of (A) in the case of the resignation or removal of the Fiscal Agent, a successor Fiscal Agent(which, to qualify as such, shall be a bank or trust company organized and doing business under the laws of the United States of America or of the State of New York, in good standing and having and acting through an established place of business in The City of New York or London, authorized under such laws to exercise corporate trust powers) or (B) in the case of the resignation or removal of any Paying Agent or Transfer Agent, a successor Paying Agent or Transfer Agent, if required pursuant to Section 9(a), and (ii) the acceptance of such appointment by such successor Fiscal Agent, Transfer Agent or Paying Agent.  Upon its resignation or removal, the Fiscal Agent, Transfer Agent or Paying Agent, as the case may be, shall be entitled to payment by the Issuer pursuant to this Agreement of compensation for services rendered and to reimbursement of out-of-pocket expenses incurred hereunder.

(c)  Successors.  In case at any time the Fiscal Agent, the Transfer Agent or any Paying Agent in respect of the Securities of a Series (if such Paying Agent is the only Paying Agent located in a place where, by the terms of the Securities of such Series or this Agreement, the Issuer is required to maintain a Paying Agent) shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they severally mature, or if a receiver of it or of all or any substantial part of its property shall be appointed, or if an order of any court shall be entered approving any petition filed by or against it under the provisions of applicable receivership, bankruptcy, insolvency, reorganization or other similar legislation, or if a receiver of it or its property  shall be appointed, or if any public officer shall take charge or control of it or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Fiscal Agent, Transfer Agent or Paying Agent, as the case may be, qualified as aforesaid, shall be appointed by the Issuer by an instrument in writing, filed with the successor Fiscal Agent, Transfer Agent or Paying Agent, as the case may be, and the predecessor Fiscal Agent, Transfer Agent or Paying Agent, as the case may be.  Upon the appointment as aforesaid of a successor Fiscal Agent, Transfer Agent or Paying Agent, as the case may be, and acceptance by such successor of such appointment, the Fiscal Agent, Transfer Agent or Paying Agent, as the case may be, so succeeded shall cease to be Fiscal Agent, Transfer Agent or Paying Agent, as the case may be, hereunder.  If, by the tenth day before the expiry of any notice of resignation, no successor Fiscal Agent or Transfer Agent shall have been so appointed by the Issuer and shall have accepted appointment or if no successor Paying Agent for a Series shall have been so appointed and shall have accepted appointment to succeed the only Paying Agent located in a place where, by the terms of the Securities of such Series or this Agreement, the Issuer is required to maintain a Paying Agent, then any holder of a Security who has been a bona fide holder of a Security for at least six months (which Security, in the case of such Paying Agent, is of the Series referred to in this sentence), on behalf of itself and all others similarly situated, or the Fiscal Agent, the Transfer Agent or the Paying Agent, as the case may be, may, in the case of any Agent only, itself appoint any reputable financial institution as a successor Agent in consultation with the Issuer and, in the case of any holder or any Agent, petition any court of competent jurisdiction for the appointment of a successor Fiscal Agent or Paying Agent, as the case may be.  The Issuer shall give prompt written notice to each Paying and Transfer Agent of the appointment of a successor Fiscal Agent.

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(d)  Acknowledgment.  Any successor Fiscal Agent or Paying Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Issuer an instrument accepting such appointment hereunder, and thereupon such successor Fiscal Agent or Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Fiscal Agent or Paying Agent hereunder, and such predecessor, upon payment of its compensation and reimbursement of its disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent or Paying Agent shall be entitled to receive, all monies, securities, books, records or other property on deposit with or held by such predecessor as Fiscal Agent or Paying Agent hereunder.

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(e)  Merger, Consolidation, etc.  Any corporation into which the Fiscal Agent or any Paying Agent hereunder may be merged, or any corporation resulting from any merger or consolidation to which the Fiscal Agent or any Paying Agent shall be a party, or any corporation to which the Fiscal Agent or any Paying Agent shall sell or otherwise transfer all or substantially all the corporate trust or agency assets and business of the Fiscal Agent or any Paying Agent, provided that it shall be qualified as aforesaid, shall be the successor Fiscal Agent or any Paying Agent, as the case may be, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

(f)  Separate Fiscal Agents.  The Issuer may appoint a separate fiscal agent for the Securities of any Series in addition to or in lieu of the Fiscal Agent or any other fiscal agent which is acting as such agent for the Securities of any other Series.  Any such separate fiscal agent shall be a bank or trust company organized and doing business under the laws of the United States of America or of the State of New York, in good standing and having and acting through an established place of business in The City of New York, and authorized under such laws to exercise corporate trust powers.  Any separate fiscal agent shall enter into an agreement with the Issuer under which such fiscal agent shall agree to act on substantially the terms applicable to the Fiscal Agent hereunder.

10.  Payment of Taxes.  Payments will be subject in all cases to any fiscal or other laws and regulations applicable thereto.  Neither the Issuer nor any Paying Agent shall be liable to any holder of a Security or other person for any commissions, costs, losses or expenses in relation to or resulting from such payments or any currency conversion or rounding effected in connection therewith.

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11.  Meetings and Amendments.  (a)  Calling of Meeting, Notice and Quorum.  A meeting of holders of Securities of a Series may be called at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement or the Securities of such Series to be made, given or taken by holders of Securities of such Series or to modify, amend or supplement the terms of the Securities of such Series or this Agreement as hereinafter provided.  The Fiscal Agent may at any time call a meeting of holders of Securities of a Series for any such purpose to be held at such time and at such place in the Borough of Manhattan, The City of New York as the Fiscal Agent shall determine.  Notice of every meeting of holders of Securities of a Series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given as provided in the terms of the Securities of such Series, not less than 30 nor more than 60 calendar days prior to the date fixed for the meeting.  In case at any time the Issuer or the holders of at least 10% in aggregate principal amount of the outstanding Securities (as defined in Section 11(d)) of a Series shall have requested the Fiscal Agent to call a meeting of the holders of Securities of such Series for any such purpose, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, the Fiscal Agent shall call such meeting for such purposes by giving notice thereof.

To be entitled to vote at any meeting of holders of Securities of a Series, a person shall be a holder of outstanding Securities of such Series or, in the case of registered Securities of such Series, a person duly appointed by an instrument in writing as proxy for such a holder.  The persons entitled to vote a majority in principal amount of the outstanding Securities of a Series shall constitute a quorum.  At the reconvening of any meeting adjourned for a lack of a quorum, the persons entitled to vote 25% in principal amount of the outstanding Securities of a Series shall constitute a quorum for the taking of any action set forth in the notice of the original meeting.  The Fiscal Agent may make such reasonable and customary regulations as it shall deem advisable for any meeting of holders of Securities of a Series with respect to the proof of the holding of bearer Securities of such Series and of the appointment of proxies in respect of holders of registered Securities of such Series, the record date for determining the registered owners of registered Securities of such Series who are entitled to vote at such meeting (which date shall be set forth in the notice calling such meeting hereinabove referred to and which shall be not less than 30 nor more than 90 calendar days prior to such meeting), the adjournment and chairmanship of such meeting, the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote and such other matters concerning the conduct of the meeting as it shall deem appropriate.

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(b)  Approval.  (i)  At any meeting of holders of Securities of a Series duly called and held, upon the affirmative vote, in person or (in the case of registered owners of Securities of such Series) by proxy thereunto duly authorized in writing, of the holders of not less then 66-2/3% in aggregate principal amount of the Securities of such Series then outstanding represented at such meeting or (ii) with the written consent of the holders of not less than 66-2/3% in aggregate principal amount of the Securities of a Series then outstanding (or, in either such case, such other percentage as may be set forth in the Securities of such Series with respect to the action being taken), the Issuer and the Fiscal Agent may modify, amend or supplement the terms of the Securities of such Series or, insofar as respects the Securities of such Series, this Agreement in any way, and the holders of Securities of such Series may make, take or give any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement or the Securities of such Series to be made, given or taken by holders of Securities of such Series; provided, however, that no such action may, without the consent of the holder of each Security of such Series affected thereby, (A) change the due date for the payment of the principal of (or premium, if any, on) or any installment of interest on any Security of such Series, (B) reduce the principal amount of any Security of such Series, the portion of such principal amount which is payable upon acceleration of the maturity of such Security, the interest rate thereon or the premium payable upon redemption thereof, (C) change the coin or currency in which (unless required by law of the jurisdiction which issued such coin or currency) or the required places at which payment with respect to interest, premium or principal in respect of Securities of such Series is payable, (D) shorten the period during which the Issuer is not permitted to redeem the Securities of such Series, or permit the Issuer to redeem the Securities of such Series if, prior to such action, the Issuer is not permitted so to do, or (E) reduce the proportion of the principal amount of Securities of such Series the vote or consent of the holders of which is necessary to modify, amend or supplement this Agreement or the terms and conditions of the Securities of such Series or to make, take or give any request, demand, authorization, direction, notice, consent, waiver or other action provided hereby or thereby to be made, taken or given.  Notwithstanding the foregoing, the Issuer and the Fiscal Agent may, without the vote or consent of any holder of Securities, amend this Agreement or the Securities of a Series for the purpose of (v) adding to the covenants of the Issuer for the benefit of the holders of the Securities, (w) surrendering any right or power conferred upon the Issuer, (x) securing the Securities pursuant to the requirements of the Securities or otherwise, (y) curing any ambiguity, or curing, correcting or supplementing any defective provision thereof or (z) amending this Agreement or the Securities of such Series in any manner that the Issuer and the Fiscal Agent reasonably determine is not inconsistent with the Securities of such Series and does not adversely affect the interest of any holder of Securities of such Series.

36

It shall not be necessary for the vote or consent of the holders of Securities of a Series to approve the particular form of any proposed modification, amendment, supplement, request, demand, authorization, direction, notice, consent, waiver or other action, but it shall be sufficient if such vote or consent shall approve the substance thereof.

(c)  Binding Nature of Amendments, Notices, Notations, etc.  Any instrument given by or on behalf of any holder of a Security of a Series in connection with any consent to or vote for any such modification, amendment, supplement, request, demand, authorization, direction, notice, consent, waiver or other action will be irrevocable once given and will be conclusive and binding on all subsequent holders of such Security or any Security issued directly or indirectly upon registration of transfer thereof, in exchange or substitution therefor or in lieu thereof.  Any such modification, amendment, supplement, request, demand, authorization, direction, notice, consent, waiver or other action will be conclusive and binding on all holders of Securities of a Series, whether or not they have given such consent or cast such vote, and whether or not notation of such modification, amendment, supplement, request, demand, authorization, direction, notice, consent, waiver or other action is made upon the Securities of such Series.  Notice of any modification or amendment of, supplement to, or request, demand, authorization, direction, notice, consent, waiver or other action with respect to the Securities of a Series or this Agreement (other than for purposes of curing any ambiguity or of curing, correcting or supplementing any defective provision hereof or thereof) shall be given to each holder of Securities affected thereby, in all cases as provided in Securities of such Series.

37

Securities of a Series authenticated and delivered after the effectiveness of any such modification, amendment, supplement, request, demand, authorization, direction, notice, consent, waiver or other action may bear a notation in the form approved by the Fiscal Agent and the Issuer as to any matter provided for in such modification, amendment, supplement, request, demand, authorization, direction, notice, consent, waiver or other action.  New Securities of such Series modified to conform, in the opinion of the Fiscal Agent and the Issuer, to any such modification, amendment, supplement, request, demand, authorization, direction, notice, consent, waiver or other action may be prepared by the Issuer, authenticated by the Fiscal Agent (or any authenticating agent appointed pursuant to Section 3) and delivered in exchange for outstanding Securities of such Series.

38

(d)  "Outstanding" Defined.  For purposes of the provisions of this Agreement and the Securities, any Security authenticated and delivered pursuant to this Agreement shall, as of any date of determination, be deemed to be "outstanding", except:

(i)  Securities theretofore canceled by the Fiscal Agent or delivered to the Fiscal Agent for cancelation or held by the Fiscal Agent for reissuance but not reissued by the Fiscal Agent;

(ii) Securities which have been called for redemption in accordance with their terms or which have become due and payable at maturity or otherwise and with respect to which monies sufficient to pay the principal thereof (and premium, if any) and any interest thereon shall have been made available to the Fiscal Agent; or

(iii)Securities in lieu of or in substitution for which other Securities shall have been authenticated and delivered pursuant to this Agreement;

provided, however, that in determining whether the holders of the requisite principal amount of outstanding Securities of a Series are present at a meeting of holders of Securities of such Series for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment, modification or supplement hereunder, Securities of such Series owned directly or indirectly by the Issuer shall be disregarded and deemed not to be outstanding.

12.  Governing Law.  This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of New York, except with respect to its authorization and execution by the Issuer, which shall be governed by the Statute of the Issuer set forth in the Protocol annexed to the Treaty on the Functioning of the European Union, as amended and supplemented.

13.  Notices.  All notices or communications hereunder, except as herein otherwise specifically provided, shall be in writing and if sent to the Fiscal Agent shall be delivered, or transmitted by facsimile, telexed or telegraphed to it at [   ](Facsimile: [   ]) or if sent to the Issuer shall be delivered or transmitted by facsimile to it at 100 boulevard Konrad Adenauer, L-2950 Luxembourg, Grand Duchy of Luxembourg, Facsimile No. 352-43-79-66299, Attention of Capital Markets Department. The foregoing addresses for notices or communications may be changed by written notice given by the addressee to each party hereto, and the addressee's address shall be deemed changed for all purposes from and after the giving of such notice.

39

If the Fiscal Agent shall receive any notice or demand addressed to the Issuer by the holder of a Security, the Fiscal Agent shall promptly forward such notice or demand to the Issuer.

Notice to holders of Securities of a Series shall be given as provided in the terms of the Securities of such Series; provided, however, if the Fiscal Agent is requested to give notice in the name and at the expense of the Issuer it shall receive written notice from the Issuer at least 15 calendar days prior to the last date for sending or publishing such notice to such holders.

14.  Consent to Service; Jurisdiction.  (a)  The Issuer hereby waives (to the extent permitted by law) irrevocably any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon the Securities of any Series, which may be duly instituted in any State or Federal court in The City and State of New York by the holder of a Security of such Series; provided, however, that this waiver shall not extend to actions brought under the United States Federal securities laws.  This waiver is intended to be effective upon the execution of this Agreement without any further act by the Issuer before any such court, and introduction of a true copy of this Agreement into evidence shall be conclusive and final evidence of such waiver.

(b)  The Issuer hereby appoints the Fiscal Agent  as its authorized agent upon which process may be served in any action arising out of or based upon the Securities of any Series for which the Fiscal Agent is acting as Fiscal Agent hereunder which may be instituted in any State or Federal court in the City and State of New York by the holder of any Security of such Series and expressly accepts the jurisdiction of any such court in respect of such action; provided, however, that such appointment and acceptance of jurisdiction shall not extend to actions brought under the United States Federal securities laws.  Such appointment shall be irrevocable so long as any of the Securities of such Series remain outstanding unless and until the appointment of a successor Fiscal Agent as the Issuer's authorized agent and such successor's acceptance of such appointment.  The Issuer will take any and all action, including the filing of any and all documents and instruments that may be necessary to continue such appointment or appointments in full force and effect as aforesaid.  Service of process upon the Fiscal Agent (to be addressed to it at [   ]) and written notice of such service by the Fiscal Agent to the Issuer (mailed by registered airmail or delivered to the President of the Issuer at its address specified in or pursuant to Section 13) shall be deemed, in every respect, effective service of process upon the Issuer.  The Issuer hereby agrees to hold the Fiscal Agent harmless against all liability, loss, cost, damage or expense that it may suffer or incur for any reason whatsoever in connection with any action or omission by it under this paragraph (b), except as shall result from its refusal to accept or mail such process.  Notwithstanding the foregoing, any action based on the Securities of any Series may be instituted by the holder of a Security of such Series in any competent court of the jurisdiction in which the Issuer has its seat.

40

15.  Headings.  The section headings herein are for convenience only and shall not affect the construction hereof.

16.  Counterparts.  This Agreement may be executed in one or more counterparts, and by each party separately on a separate counterpart, and each such counterpart when executed and delivered shall be deemed to be an original.  Such counterparts shall together constitute one and the same instrument.

41

IN WITNESS WHEREOF, the parties hereto have executed this Agreement and the Fiscal Agent has affixed its corporate seal as of the date first above written.

EUROPEAN INVESTMENT BANK,
by
	[  ]

by
	[  ]

[      ]
as FISCAL AGENT,
by
	Name:
	Title:

[      ]
by
	Name:
	Title:

42

EXHIBIT A

FORM OF REGISTERED SECURITY

[Form of Face of Security]

[CUSIP No. ______]

[ISIN No. ______]

EUROPEAN INVESTMENT BANK

[Title of Securities]

No. R-... [Denomination]

European Investment Bank (herein called the "Issuer"), for value received, hereby promises to pay to ________________________, or registered assigns, the principal sum of [$]_____________ on ________________________ (the "Stated Maturity").

[If the Security is to bear interest prior to maturity, insert--, and to pay interest thereon from _____________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [annually] [semi-annually] in arrears on ___________ [and _______________] in each year ([each] an "Interest Payment Date"], commencing _________________, at the rate [of ____% per annum] [to be determined in accordance with the provisions hereinafter set forth], until the principal hereof is paid or made available for payment [if applicable, insert--, and (to the extent that the payment of such Interest shall be legally enforceable) at the rate of _____% per annum on any overdue principal [and premium] and on any overdue installment of interest].  The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Fiscal Agency Agreement hereinafter referred to, be paid to the person (the "registered holder") in whose name this Security (or one or more predecessor Securities) is registered at the close of business on the ____ [or ____] (whether or not a business day) [, as the case may be] ([each] a "Regular Record Date")[,] next preceding such Interest Payment Date.  In respect of all currencies other than EURO, interest will be calculated on the basis of a 360-day year, consisting of twelve 30-day months.  In the case of EURO, interest will be calculated on the basis of the number of days elapsed divided by 360 and rounding the resulting figure to the nearest amount of the relevant currency (with halves being rounded upwards).  Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the registered holder on such Regular Record Date and may either be paid to the person in whose name this Security (or one or more predecessor Securities) is registered at the close of business on a special record date for the payment of such interest to be fixed by the Issuer, notice whereof shall be given to registered holders of Securities of this series not less than [   ] calendar days prior to such special record date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange.]

[Insert floating interest rate provisions, if applicable.]

[If the Security is not to bear interest prior to maturity, insert--The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of ____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for.  Interest on any overdue principal shall be payable on demand.  Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of ____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall be payable on demand.]

Payment of the principal of [(and premium, if any, on)] [and interest on] this Security will be made at the [appropriate office] of the Fiscal Agent hereinafter referred to [or at such other offices or agencies as the Issuer may designate and notify the holders as provided in Paragraph 6[(d)] hereof] and at the offices of such other Paying Agents as the Issuer shall have appointed pursuant to the Fiscal Agency Agreement.  Payments of principal of [(and premium, if any, on)] this Security shall be made against surrender of this Security, and payments of any interest on this Security shall be made, in accordance with the foregoing and subject to applicable laws and regulations, by check mailed on the due date for such payment to the person entitled thereto at such person's address appearing on the aforementioned register or [, in the case of payments of principal [(and premium, if any)],] to such other address as the registered holder may specify upon such surrender [; provided, however, that any payments shall be made, in the case of a registered holder of at least [$]

2

________ aggregate principal amount of Securities of such series, by transfer to an account maintained by the payee with a bank [located in ________] if such registered holder so elects by giving notice to the Fiscal Agent, not less than [15] calendar days (or such fewer days as the Fiscal Agent may accept at its discretion) prior to the date of the payments to be made, of such election and of the account to which payments are to be made].  The Issuer covenants that until this Security has been delivered to the Fiscal Agent for cancelation, or monies sufficient to pay the principal of [(and premium, if any, on)] [and interest on] this Security have been made available for payment and either paid or returned to the Issuer as provided herein, it will at all times maintain offices or agencies in The City of New York [and in Europe (which, so long as the Securities are listed on [the __________ Stock Exchange] and such Exchange shall so require, shall include an office or agency in [insert--name of city])] for the payment of the principal of [(and premium, if any, on)] [and interest on] this Security as herein provided.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Fiscal Agent by manual signature, this Security shall not be valid or obligatory for any purpose.

3

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed.

Dated:

EUROPEAN INVESTMENT BANK,
By
	Name:
	Title:

By
	Name:
	Title:

This is one of the Securities of the series designated therein referred to in the within-mentioned Fiscal Agency Agreement.

[      ],
as Fiscal Agent
By
	Authorized Officer

4

[Form of reverse of Security]

1.  This Security is one of a duly authorized issue of securities of the Issuer (herein called the "Securities"), issued and to be issued in one or more series in accordance with a Fiscal Agency Agreement, dated as of [  ] (herein called the "Fiscal Agency Agreement"), between the Issuer and [     ], as Fiscal Agent (herein called the "Fiscal Agent", which term includes any successor fiscal agent under the Fiscal Agency Agreement), copies of which Fiscal Agency Agreement are on file and available for inspection at the [appropriate office] of the Fiscal Agent in [   ] and, so long as the Securities are listed on [the __________ Stock Exchange] and such Exchange shall so require, at the office of the Paying Agent hereinafter named in [insert--name of city].  This Security is one of the series designated on the face hereof[, limited in aggregate principal amount to [$]___________].

The Securities constitute unconditional, direct and general obligations of the Issuer in accordance with their terms for their payment and performance.  The Securities shall rank pari passu with any present or future indebtedness of the Issuer represented by any unsubordinated and unsecured notes or bonds.

2.  The Securities are issuable in [bearer form (the "Bearer Securities") with coupons (the "Coupons")* at the time of issue attached thereto for the amount due on each Interest Payment Date and in] fully registered form (the "Registered Securities") and are issuable in [the] authorized denomination[s] of [$]_________ [and [any integral multiple thereof] [integral multiples of [$]_______ above that amount]].

3.  The Issuer shall maintain in [The City of New York] [London], an office or agency where Securities may be surrendered for registration of transfer or exchange.  The Issuer has initially appointed the [appropriate office] of the Fiscal Agent as its agent in [The City of New York] [London] for such purpose and has agreed to cause to be kept at such office a register in which, subject to such reasonable regulations as it may prescribe, the Issuer will provide for the registration of Registered Securities and registration of transfers of Registered Securities.  [In addition, the Issuer has appointed the main offices of ___________ in ________ and ______________ in ____________ as additional agencies (each a "Transfer Agent") where Securities may be surrendered for registration of transfer or exchange.]  The Issuer reserves the right to vary or terminate the appointment of the Fiscal Agent as security registrar [or of any Transfer Agent] or to appoint additional or other registrars [or Transfer Agents] or to approve any change in the office through which any security registrar [or any Transfer Agent] acts, provided that there will at all times be a security registrar in [The City of New York] [London] [, and a Transfer Agent in a European city].

*    References to coupons should be deleted as appropriate for non-interest bearing Securities of a series.

5

The transfer of a [Registered] Security is registrable on the aforementioned register upon surrender of such Security at the [appropriate office] of the Fiscal Agent [or any Transfer Agent] duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Fiscal Agent duly executed by, the registered holder thereof or his attorney duly authorized in writing.  Upon such surrender of this Security for registration of transfer, the Issuer shall execute, and the Fiscal Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new [Registered] Securities, dated the date of authentication thereof, of any authorized denominations and of a like aggregate principal amount.

At the option of the registered holder upon request confirmed in writing, [Registered] Securities may be exchanged for [Registered] Securities of any authorized denominations and of a like tenor, form and aggregate principal amount upon surrender of the Securities to be exchanged at the [office of any Transfer Agent or at the] [appropriate office] of the Fiscal Agent.  [Bearer Securities may not be issued in exchange for Registered Securities].  Whenever any [Registered] Securities are so surrendered for exchange, the Issuer shall execute, and the Fiscal Agent shall authenticate and deliver, the [Registered] Securities which the registered holder making the exchange is entitled to receive.  Any registration of transfer or exchange will be effected upon [the Transfer Agent or] the Fiscal Agent[, as the case may be,] being satisfied with the documents of title and identify of the person making the request and subject to such reasonable regulations as the Issuer may from time to time agree with [any Transfer Agent and] the Fiscal Agent.

6

[In the event of a redemption of the Securities in part, the Issuer shall not be required (a) to register the transfer of or exchange any Security during a period beginning at the opening of business 10 business days before, and continuing until, the date notice is given identifying the Securities to be redeemed[,] [or] (b) to register the transfer of or exchange any [Registered] Security, or portion thereof, called for redemption, except for a Registered Security of like aggregate principal amount which is simultaneously surrendered for redemption[, or (c) to exchange any Bearer Security called for redemption except for a Registered Security of like aggregate principal amount which is simultaneously surrendered for redemption].]

All Securities issued upon any registration of transfer or exchange of Securities shall be valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits, as the Securities surrendered upon such registration of transfer or exchange.  No service charge shall be made for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith, other than an exchange in connection with a partial redemption of a Security not involving any registration of a transfer.

Prior to due presentment of this Security for registration of transfer, the Issuer, the Fiscal Agent and any agent of the Issuer or the Fiscal Agent may treat the person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Issuer nor the Fiscal Agent nor any such agent shall be affected by notice to the contrary.

7

4.  (a)  The Issuer shall pay to the Fiscal Agent at its principal office in [   ], on or prior to [each Interest Payment Date][,] [any redemption date] [and] the Stated Maturity of the Securities, such amounts as are sufficient (with any amounts then held by the Fiscal Agent and available for the purpose) to pay the [interest on][,] [the redemption price of and accrued interest (if the redemption date is not an Interest Payment Date) on, and] the principal of the Securities due and payable on such [Interest Payment Date][,] [redemption date] [or] maturity date [, as the case may be].  The Fiscal Agent shall apply the amounts so paid to it to the payment of such [interest][,] [redemption price] [and] principal in accordance with the terms of the Securities.  Any monies paid by the Issuer to the Fiscal Agent for the payment of the principal of [(or premium, if any, on)] [or interest on] any Securities and remaining unclaimed at the end of 10 years or five years, respectively, after such principal [(or premium)] [or interest] shall have become due and payable (whether at maturity, upon call for redemption or otherwise) shall then be repaid to the Issuer upon its written request, and upon such repayment all liability of the Fiscal Agent with respect thereto shall cease.  Any obligation the Issuer may have to pay the principal of [(and premium, if any, on)] such Securities shall terminate at the end of 10 years after such principal [or premium] shall have become due and payable.  [Any obligation the Issuer may have to pay interest on such Securities shall terminate at the end of five years after such interest shall have become due and payable.]

(b)  In any case where the due date for the payment of the principal of [(and premium, if any, on)] [or interest on] any Security [or the date fixed for redemption of any Security] shall be at any place of payment a day on which banking institutions are authorized or obligated by law to close, then payment of principal [(and premium)] [or interest] need not be made on such date at such place but may be made on the next succeeding day at such place that is not a day on which banking institutions are authorized or obligated by law to close, with the same force and effect as if made on the date for such payment [or the date fixed for redemption], and no interest shall accrue for the period after such date.

5.  Payment of the principal of [and premium, if any, on] and interest on this Security made at the office of the Fiscal Agent in [   ] shall be subject in all cases to any fiscal or other laws and regulations applicable thereto.  Neither the Issuer nor any Paying Agent shall be liable to any holder of a Security or other person for any commissions, costs, losses or expenses in relation to or resulting from such payments or any currency conversion or rounding effected in connection therewith.

8

[6.  (a)  [If applicable, insert--The Securities are subject to redemption upon not more than 60 nor less than 30 calendar days notice given as hereinafter provided, [if applicable, insert--(i) on ___________ in any year, commencing with the year ____ and ending with the year ____, through operation of the sinking fund for this series at a redemption price equal to 100% of the principal amount, and (ii)] [at any time [on or after _________], as a whole or in part, at the election of the Issuer, at the following redemption prices (expressed as percentages of the principal amount of the Securities to be redeemed):  If redeemed [on or before __________, ___% and if redeemed] during the 12-month period beginning ___________ of the years indicated,

Year Redemption Price Year Redemption Price

and thereafter at a redemption price equal to ___% of the principal amount, at a redemption price equal to 100% of the principal amount of the Securities to be redeemed] together[, in the case of each of (i) and (ii) foregoing,] with accrued interest (except if the redemption date is an Interest Payment Date) to the redemption date, but interest installments on registered Securities that are due on or prior to such redemption date will be payable to the holders of such Securities of record at the close of business on the relevant Record Dates referred to on the face hereof.  [Partial redemptions must be in an amount not less than [$]_______ principal amount of Securities.]]*

 * Modification necessary if the Security is an Original Issue Discount Security.

9

[(b)  As and for a sinking fund for the retirement of the Securities, the Issuer will, until all Securities are paid or payment thereof provided for, deposit with the Fiscal Agent, prior to ____________ in each year, commencing in ___________ and ending in ___________, an amount in cash sufficient to redeem on such ____________ [not less than [$]_________ and not more than] [$]__________ principal amount of Securities at the redemption price specified above for redemption through operation of the sinking fund.  [The minimum amount of any sinking fund payment as specified in this Paragraph is herein referred to as a "mandatory sinking fund payment", and any payment in excess of such minimum amount is herein referred to as an "optional sinking fund payment".]  The cash amount of any [mandatory] sinking fund payment is subject to reduction as provided below.  Each sinking fund payment shall be applied to the redemption of Securities on such _____________ as herein provided.  [The right to redeem Securities through optional sinking fund payments shall not be cumulative and to the extent not availed of on any sinking fund redemption date will terminate.  The Issuer (i) may deliver Outstanding Securities (other than any previously called for redemption) [together, in the case of Bearer Securities, with all unmatured Coupons appertaining thereto] and (ii) may apply as a credit Securities which have been redeemed otherwise than through the application of [mandatory] sinking fund payments, in each case in satisfaction of all or any part of any [mandatory] sinking fund payment and the amount of such [mandatory] sinking fund payment shall be reduced accordingly.]

[(c)  In the case of any partial redemption of Securities, the Securities to be redeemed shall be selected by the Fiscal Agent not less than 30 calendar days prior to the redemption date from the Outstanding Securities not previously called for redemption, [in the case of Bearer Securities, individually by lot and, in the case of Registered Securities,] by such method as the Fiscal Agent shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to [$]_________ or any integral multiple thereof) of the principal amount of [Registered] Securities of a denomination larger than [$]_________.]

10

[(d)  If notice of redemption has been given in the manner set forth in Paragraph 7 the Securities to be redeemed shall become due and payable on the redemption date specified in such notice and upon presentation and surrender of the Securities [together in the case of Bearer Securities with all appurtenant Coupons, if any, maturing subsequent to the redemption date,] at the place or places specified in such notice, the Securities shall be paid and redeemed by the Issuer at the places and in the manner herein specified and at the redemption price herein specified [together with accrued interest (unless the redemption date is an Interest Payment Date) to the redemption date].  From and after the redemption date, if monies for the redemption of Securities called for redemption shall have been made available at the [appropriate office] of the Fiscal Agent for redemption on the redemption date, the Securities called for redemption shall cease to bear interest, [the Coupons for interest appertaining to Bearer Securities maturing subsequent to the redemption date shall be void,] and the only right of the holders of such Securities shall be to receive payment of the redemption price [together with accrued interest (unless the redemption date is an Interest Payment Date) to the redemption date] as aforesaid.  If monies for the redemption of the Securities are not made available for payment until after the redemption date, the Securities called for redemption shall not cease to bear interest until such monies have been so made available.

[(e)  Any [Registered] Security which is to be redeemed only in part shall be surrendered with, if the Issuer or the Fiscal Agent so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Issuer and the Fiscal Agent duly executed by, the holder thereof or his attorney duly authorized in writing, and the Issuer shall execute, and the Fiscal Agent shall authenticate and deliver to the registered Holder of such Security without service charge, a new Registered Security or Securities, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.]

11

[7.]  Any notices to holders of Securities shall be given by delivery of the relevant notice to the relevant securities clearing system for communication by each of them to entitled participants, and so long as the Securities are listed on one or more stock exchanges and the rules of such stock exchange(s) so require, notices shall also be published in such manner as the rules of such stock exchange(s) may require.  [In the case of a redemption in whole or in part, notice will be given once not more than 60 calendar days nor less than 30 calendar days prior to the date fixed for redemption.]  If by reason of the suspension of regular mail service, or by reason of any other cause, it shall be impracticable to give notice to the holders of Securities in the manner prescribed herein, then such notification in lieu thereof as shall be made by the Issuer or by the Fiscal Agent on behalf of and at the instruction of the Issuer shall constitute sufficient provision of such notice, if such notification shall, so far as may be practicable, approximate the terms and conditions of the mailed notice in lieu of which it is given.  Neither the failure to give notice nor any defect in any notice given to any particular holder of Security shall affect the sufficiency of any notice with respect to other Securities.  Such notices will be deemed to have been given on the date of mailing.  [Notices to redeem Securities shall specify the date fixed for redemption, the applicable redemption price, the place or places of payment, that payment will be made upon presentation and surrender of the Securities to be redeemed [(or portion thereof in the case of a partial redemption of a Registered Security)], that interest accrued to the date fixed for redemption (unless such date is an Interest Payment Date) will be paid as specified in said notice,* and that on and after such date interest thereon will cease to accrue [and that such redemption is for the sinking fund if such is the case].]  [In addition, in the case of a partial redemption, the redemption notice shall specify the last date on which exchanges or registration of transfers of Securities may be made, and shall also specify the Securities called for redemption and the aggregate principal amount of the Securities to remain Outstanding after the redemption.]

 * Modification necessary if zero-coupon security.

12

[8.]  If (a) the Issuer shall default in any payment of the principal of [or the premium, if any, on] [or interest on] any of the Securities of this series and such default shall not be cured by payment thereof within 30 days, or (b) the Issuer shall default in the performance of any other covenant under the Securities of this series and such default shall continue for a period of 90 days after written notice thereof shall have been given to the Issuer and the Fiscal Agent at the office of the Fiscal Agent by the holders of not less than 25% in principal amount of all the Securities of this series at the time outstanding, or (c) a default, as defined in any instrument evidencing, securing or protecting any indebtedness for borrowed money of the Issuer, now or hereafter outstanding and maturing more than one year form the date of its creation, shall happen and the maturity of such indebtedness shall have been accelerated so that the same shall have become due and payable prior to the date on which the same would otherwise have become due and payable and such acceleration shall not have been rescinded or annulled, then, in any such case, the principal of all the Securities of this series then outstanding (if not already due) may be declared to be due and payable immediately by written notice given to the Issuer and the Fiscal Agent at such office of the Fiscal Agent by the holders of not less than a majority in principal amount of all the Securities of this series at the time outstanding.  If, at any time after the principal of all the Securities of this series shall have been so declared due and payable and before any judgment or decree for the payment of amounts due thereon shall have been entered, all arrears of interest upon all the Securities of this series and all other sums due in respect thereof, except any principal payments which shall not have matured by their terms, shall have been duly paid by the Issuer and all other defaults hereunder shall have been made good, the holders of not less than a majority in principal amount of all the Securities of this series then outstanding, by written notice given to the Issuer and the Fiscal Agent at the office of the Fiscal Agent, may rescind such declaration, but no such rescission shall impair any right consequent on any subsequent default.

[[ ].  Add any particular covenants relating to the Securities of this series.]

[9.]  If any mutilated Security is surrendered to the Fiscal Agent, the Issuer shall execute, and the Fiscal Agent shall authenticate and deliver in exchange therefor, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding.

If there be delivered to the Issuer and the Fiscal Agent (a) evidence to their satisfaction of the destruction, loss or theft of any Security and (b) such security or indemnity as may be required by them to save each of them and any agent of each of them harmless, then, in the absence of notice to the Issuer or the Fiscal Agent that such Security has been acquired by a bona fide purchaser, the Issuer shall execute, and upon its request the Fiscal Agent shall authenticate and deliver in lieu of any such destroyed, lost or stolen Security a new Security of like tenor and principal amount and bearing a number not contemporaneously outstanding.

13

Upon the issuance of any new Security under this Paragraph [9], the Issuer may require the payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and the expenses of the Fiscal Agent) in connected therewith.

Every new Security issued pursuant to this Paragraph in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone.

Any new Security delivered pursuant to this Paragraph shall be so dated that neither gain nor loss in interest shall result from such exchange.

The provisions of this Paragraph [9] are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

14

[10.]  Upon the affirmative vote of the holders of not less than 66-2/3% in aggregate principal amount of the Securities of a series then outstanding represented at a meeting of holders of Securities of such series duly called and held or with the written consent of the holders of not less than 66-2/3% in aggregate principal amount of the Securities of a series at the time outstanding, the Issuer and the Fiscal Agent may modify any of the terms or provisions contained in the Securities of such series in any way, provided, however, that no such action may, without the consent of the holder of each Security of such series affected thereby, (A) change the due date for the payment of the principal of (or premium, if any) or any installment of interest on any Security of such series, (B) reduce the principal amount of any Security of such series, the portion of such principal amount which is payable upon acceleration of the maturity of such Security, the interest rate thereon or the premium payable upon redemption thereof, (C) change the coin or currency in which (unless required by law of the jurisdiction which issued such coin or currency) or the required places at which payment with respect to interest, premium or principal in respect of Securities of such series is payable, (D) shorten the period during which the Issuer is not permitted to redeem the Securities of such series, or permit the Issuer to redeem the Securities of such series if, prior to such action, the Issuer is not permitted so to do, or (E) reduce the proportion of the principal amount of Securities of such series the vote or consent of the holders of which is necessary to modify, amend or supplement the Fiscal Agency Agreement or the terms and conditions of the Securities of such series or to make, take or give any request, demand, authorization, directions, notice, consent, waiver or other action provided hereby or thereby to be made, taken or given.  Notwithstanding the foregoing, the Issuer and the Fiscal Agent may, without the vote or consent of any holder of Securities, amend the Fiscal Agency Agreement or the Securities of a series for the purpose of (v) adding to the covenants of the Issuer for the benefit of the holders of the Securities, (w) surrendering any right or power conferred upon the Issuer, (x) securing the Securities pursuant to the requirements of the Securities or otherwise, (y) curing any ambiguity, or curing, correcting or supplementing any defective provision thereof or (z) amending the Fiscal Agency Agreement or the Securities of Series in any manner that the Issuer and the Fiscal Agent reasonably determine is not inconsistent with the Securities of such series and does not adversely affect the interest of any holder or Securities of such series.

[11.]  No reference herein to the Fiscal Agency Agreement and no provision of this Security or of the Fiscal Agency Agreement shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of [(and premium, if any, on)] [and interest on] this Security at the times, place and rate, and in the coin or currency, herein prescribed.

15

[12.]  This Security shall be governed by, and interpreted in accordance with, the laws of the State of New York, except with respect to its authorization and execution by the Issuer which shall be governed by the Statute of the Issuer set forth in the Protocol annexed to the Treaty on the Functioning of the European Union, as amended and supplemented.

[13.]  As more fully set forth in the Fiscal Agency Agreement, the Issuer has appointed the Fiscal Agent as its authorized agent upon which process may be served in any action based on the Securities (other than actions brought under the United States Federal securities laws) which may be instituted in any State or Federal court in The City and State of New York by the holder of a Security.  Notwithstanding such appointment, any action based on the Securities may be instituted by the holder of a Security in any competent court of the jurisdiction in which the Issuer has its seat.

16

EXHIBIT B

FORM OF BEARER SECURITY

[Form of Face of Security]

[ISIN No._________]

ANY UNITED STATED PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) and 1287(a) OF THE INTERNAL REVENUE CODE.

EUROPEAN INVESTMENT BANK

[Title of Securities]

No. B-____ [Denomination]

European Investment Bank (herein called the "Issuer"), for value received, hereby promises to pay to bearer the principal, sum of [Currency] () on ("Stated Maturity").

[If the Security is to bear interest prior to maturity, insert--, and to pay interest thereon from the date hereof [annually] [semi-annually] in arrears on [and ] in each year ([each] an "Interest Payment Date"), commencing , at the rate [of % per annum] [to be determined in accordance with the provisions hereinafter set forth], until the principal hereof is paid or made available for payment [if applicable insert--, and (to the extent that the payment of such interest shall be legally enforceable) at the rate of % per annum on any overdue principal [and premium] and on any overdue installment of interest].  In respect of all currencies other than EURO, interest will be calculated on the basis of a 360-day year, consisting of twelve 30-day months.  In the case of EURO, interest will be calculated on the basis of the number of days elapsed divided by 360 and rounding the resulting figure to the nearest amount of the relevant currency (with halves being rounded upwards).

[Insert floating interest rate provisions, if applicable.]

[If the Security is not to bear interest prior to maturity, insert--The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of % per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for.  Interest on any overdue principal shall be payable on demand.  Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.]

Subject to applicable laws and regulations, principal of [(and premium, if any, on)] this Security shall be payable against presentation and surrender of this Security at the offices of the Paying Agents named on the reverse hereof**and at such other offices or agencies as the Issuer shall have appointed for the purpose pursuant to the Fiscal Agency Agreement hereinafter referred to and given notice of to the holders of the Securities.  [Interest on this Security due on or before maturity shall be payable by wire transfer or check to the bearer of each Coupon (as defined on the reverse hereof) appertaining hereto in the amount set forth in such Coupon, on or after the due date for such payment as set forth in such Coupon, upon presentation and surrender thereof at the offices of the Paying Agents set forth on the reverse of such Coupon or at such other offices or agencies as the Issuer shall have appointed for the purpose pursuant to the Fiscal Agency Agreement and given notice of to the holders of the Securities.]  No payment of principal [(or premium, if any)] [or interest] in respect of this Security shall be made at an office or agency of the Issuer in the United States (as defined hereinafter), and no check in payment thereof which is mailed shall be mailed to an address in the United States, nor shall any wire or other transfer made in lieu of payment by check be made to an account maintained by the payee with a bank in the United States.  As used herein, "United States" means the United States of America (including the States and the District of Columbia), and its possessions, including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.  Notwithstanding the foregoing, such payments may be made at an office or agency located in the United States if such payments are to be made in U.S. dollars and if payment of the full amount so payable at each office of the Fiscal Agent and of each Paying Agent outside the United States appointed and maintained pursuant to the Fiscal Agency Agreement is illegal or effectively precluded because of the imposition of exchange controls or other similar restrictions on the full payment or receipt of such amount in U.S. dollars.  The issuer covenants that until this Security has been delivered to the Fiscal Agent for cancelation, or monies sufficient to pay the principal of [(and premium, if any, on)] [and interest on] this Security have been made available for payment and either paid or returned to the Issuer as provided herein, it will at all times maintain offices or agencies in The City of New York [and in Europe (which, so long as the Securities are listed on [the __________ Stock Exchange] and such Exchange shall also require, shall include an office or agency in [insert--name of city])] for the payment of the principal of [(and premium, if any, on)] [and interest on] the Securities as herein provided.

 

 ** Each such office is to be outside the United States, as defined herein.

2

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Fiscal Agent by manual signature, neither this Security nor any Coupon appertaining hereto shall be valid or obligatory for any purpose.

3

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed.

* Dated:

EUROPEAN INVESTMENT BANK,
By
	Name:
	Title:

By
	Name:
	Title:

This is one of the Securities of the series designated therein referred to in the within-mentioned Fiscal Agency Agreement.

[     ],
as Fiscal Agent
By
	Authorized Officer

 * To be dated the date from which interest initially accrues.

4

[Form of reverse of Security]

1.  This Security is one of a duly authorized issue of securities of the Issuer (herein called the "Securities"), issued and to be issued in one or more series in accordance with a Fiscal Agency Agreement, dated as of [  ] (herein called the "Fiscal Agency Agreement"), between the Issuer and [     ], as Fiscal Agent (herein called the "Fiscal Agent", which term includes any successor fiscal agent under the Fiscal Agency Agreement), copies of which Fiscal Agency Agreement are on file and available for inspection at the [appropriate office] of the Fiscal Agent in [   ], and, so long as the Securities are listed on [the __________ Stock Exchange] and such Exchange shall so require, at the office of the Paying Agent hereinafter named in [insert--name of city].  This Security is one of the series designated on the face hereof[, limited in aggregate principal amount to [$]].

The Securities constitute unconditional, direct and general obligations of the Issuer in accordance with their terms for their payment and performance.  The Securities shall rank pari passu with any present or future indebtedness of the Issuer represented by any unsubordinated and unsecured notes or bonds.

2.  The Securities are issuable in bearer form (the "Bearer Securities") with coupons (the "Coupons")*at the time of issue attached thereto for the amount due on each Interest Payment Date and in fully registered form (the "Registered Securities"), both of which rank pari passu without any discrimination, preference or priority among them whatsoever.  Bearer Securities are issuable in [the] authorized denomination[s] of [$] [and [$]], and Registered Securities are issuable in [the] authorized denomination[s] of [and [any integral multiple thereof] [integral multiples of [$] above that amount]].

3.  The Issuer shall maintain in [The City of New York] [London], an office or agency where Securities may be surrendered for registration of transfer or exchange.  The Issuer has initially appointed the [appropriate office] of the Fiscal Agent as its agent in [The City of New York] [London] for such purpose and has agreed to cause to be kept at such office a register in which, subject to such reasonable regulations as it may prescribe, the Issuer will provide for the registration of Registered Securities and of transfers of Registered Securities.  In addition, the Issuer has appointed the main offices of in and in as additional agencies (each a "Transfer Agent") where Securities may be surrendered for registration of transfer or exchange.  The Issuer reserves the right to vary or terminate the appointment of the Fiscal Agent as security registrar or of any Transfer Agent or to appoint additional or other registrars or Transfer Agents or to approve any change in the office through which any security registrar or any Transfer Agent acts, provided that there will at all times be a security registrar in [The City of New York] [London] (in the event Securities are issued in registered form), and a Transfer Agent in a European city.

 * Reference to coupons should be deleted as appropriate for non-interest-bearing Securities of a series.

At the option of the bearer hereof upon request confirmed in writing, Bearer Securities may be exchanged for Registered Securities, of any authorized denominations and of a like principal amount, upon surrender of the Bearer Securities to be exchanged, together with all unmatured Coupons appertaining thereto, at the office of any Transfer Agent or at the [appropriate office] of the Fiscal Agent.  If the bearer hereof is unable to produce any such unmatured Coupon or Coupons or matured Coupon or Coupons or matured Coupon or Coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Issuer in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Issuer and the Fiscal Agent if there be furnished to them such security or indemnity as they may require to save each of them and each other agent of the Issuer hereunder harmless.  Notwithstanding the foregoing, if a Bearer Security is surrendered in exchange for a Registered Security (a) after the close of business on the *[or *] next preceding an Interest Payment Date and before the opening of business on such Interest Payment Date, or (b) after the close of business on any special record date for the payment of defaulted interest and before the opening of business on the relevant proposed date of payment of such defaulted interest, such Bearer Security shall be surrendered without the Coupon relating to such Interest Payment Date or proposed date of payment, as the case may be, and the interest payable on such Interest Payment Date or proposed date of payment shall not be payable in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the holder of such Coupon upon presentation and surrendered thereof when due.  Bearer Securities may not be issued in exchange for Registered Securities.

 * Insert Record Dates in respect of Registered Securities.

2

[In the event of a redemption of the Securities in part, the Issuer shall not be required (a) to register the transfer or exchange of any Security during a period beginning at the opening of business 10 business days before, and continuing until, the date notice is given identifying the Securities to be redeemed, or (b) to register the transfer of or exchange any Registered Security, or portion thereof, called for redemption, or (c) to exchange any Bearer Security called for redemption, except for a Registered Security of like aggregate principal amount which is simultaneously surrendered for redemption.]

All Securities issued upon any registration of transfer or exchange of Securities shall be valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits, as the Securities surrendered upon such registration of transfer or exchange.  No service charge shall be made for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith, other than an exchange in connection with a partial redemption of a Security not involving any registration of a transfer.

Title to Bearer Securities and Coupons shall pass by delivery.  The Issuer, the Fiscal Agent and any agent of the Issuer or the Fiscal Agent may deem and treat the bearer of a Bearer Security, the bearer of a Coupon and the person in whose name a Registered Security is registered as the owner thereof for all purposes, whether or not such Security or Coupon be overdue, and neither the Issuer nor the Fiscal Agent nor any such agent shall be affected by notice to the contrary.

3

4.  (a)  The Issuer shall pay to the Fiscal Agent at its principal office in [   ], on or prior to [each Interest Payment Date][,] [any redemption date] [and] the maturity date of the Securities, such amounts as are sufficient (with any amounts then held by the Fiscal Agent and available for the purpose) to pay the [interest on][,] [the redemption price of and accrued interest (if the redemption date is not an Interest Payment Date) on and] the principal of the Securities due and payable on such [Interest Payment Date][,] [redemption date] [or] maturity date, as the case may be.  The Fiscal Agent shall apply the amounts so paid to it to the payment of such [interest][,] [redemption price] [and] principal in accordance with the terms of the Securities.  Any monies paid by the Issuer to the Fiscal Agent for the payment of the principal of [(or premium, if any, on)] [or interest on] any Securities and remaining unclaimed at the end of 10 years or five years, respectively, after such principal [(or premium)] [or interest] shall have become due and payable (whether at maturity, upon call for redemption or otherwise) shall then be repaid to the Issuer upon its written request, and upon such repayment all liability of the Fiscal Agent with respect thereto shall cease.  Any obligation the Issuer may have to pay the principal of [(and premium, if any, on)] such Securities shall terminate at the end of 10 years after such principal [or premium] shall have become due and payable.  [Any obligation the Issuer may have to pay interest on such Securities shall terminate at the end of five years after such interest shall have become due and payable.]

(b)  In any case where the due date for the payment of the principal of [(and premium, if any, on)] [or interest on] any Security [or the date fixed for redemption of any Security] shall be at any place of payment a day on which banking institutions are authorized or obligated by law to close, then payment of principal [(and premium)] [or interest need not be made on such date at such place but may be made on the next succeeding day at such place that is not a day on which banking institutions are authorized or obligated by law to close, with the same force and effect as if made on the date for such payment [or the date fixed for redemption], and no interest shall accrue for the period after such date.

4

5.  Payment of the principal of [and premium, if any, on] and interest on this Security shall be subject in all cases to any fiscal or other laws and regulations applicable thereto.  Neither the Issuer nor any Paying Agent shall be liable to any holder of a Security or other person for any commissions, costs, losses or expenses in relation to or resulting from such payments or any currency conversion or rounding effected in connection therewith.

[6.  (a)  If applicable, insert--The Securities are subject to redemption upon not more than 60 nor less than 30 calendar days notice given as hereinafter provided, [if applicable, insert--(i) on _______ in any year, commencing with the year ____ and ending with the year ____, through operation of the sinking fund for this series at a redemption price equal to 100% of the principal amount, and (ii) ][at any time [on or after _______], as a whole or in part, at the election of the Issuer, at the following redemption prices (expressed as percentages of the principal amount of the Securities to be redeemed):  If redeemed [on or before ________, ___%, and if redeemed] during the 12-month period beginning ________ of the years indicated,

Year Redemption
Price Year Redemption
Price

and thereafter at a redemption price equal to ___% of the principal amount,] at a redemption price equal to 100% of the principal amount of the Securities to be redeemed, together[, in the case of each of (i) and (ii)] foregoing, with accrued interest (except if the redemption date is an Interest Payment Date) to the redemption date [, but interest installments on Registered Securities that are due on or prior to such redemption date will be payable to the holders of such Securities of record at the close of business on the relevant Record Dates referred to above].]  [Partial redemptions must be in an amount not less than [$]__________ principal amount of Securities]].*

 * Modification necessary if the Security is an Original Issue Discount Security.

5

[(b)  As and for a sinking fund for the retirement of the Securities, the Issuer will, until all Securities are paid or payment thereof provided for, deposit with the Fiscal Agent, prior to ________, in each year, commencing in ________ and ending in _______, an amount in cash sufficient to redeem on such _______ [not less than [$]_______ and not more than] [$]___________ principal amount of Securities at the redemption price specified in this Paragraph for redemption through operation of the sinking fund.  [The minimum amount of any sinking fund payment as specified above is herein referred to as a "mandatory sinking fund payment", and any payment in excess of such minimum amount is herein referred to as an "optional sinking fund payment."]  The cash amount of any [mandatory] sinking fund payment is subject to reduction as provided below.  Each sinking fund payment shall be applied to the redemption of Securities on such _______ as herein provided.  [The right to redeem Securities through optional sinking fund payments shall not be cumulative and to the extent not availed of on any sinking fund redemption date will terminate.  The Issuer (i) may deliver Outstanding Securities (other than any previously called for redemption) together, in the case of Bearer Securities, with all unmatured Coupons appertaining thereto and (ii) may apply as a credit Securities which have been redeemed otherwise than through the application of [mandatory] sinking fund payments, in each case in satisfaction of all or any part of any [mandatory] sinking fund payment and the amount of such [mandatory] sinking fund payment shall be reduced accordingly.]

[(c)  In the case of any partial redemption of Securities, the Securities to be redeemed shall be selected by the Fiscal Agent individually by lot not less than 30 calendar days prior to the redemption date from the Outstanding Securities not previously called for redemption, [and, in the case of Registered Securities, by such method as the Fiscal Agent shall deem fair and appropriate [and which may provide for the selection for redemption of portions (equal to [$]_____ or any integral multiple thereof) of the principal amount of Registered Securities of a denomination larger than [$]_____.]

6

[(d)  If notice of redemption has been given in the manner set forth in Paragraph 7, the Securities so to be redeemed shall become due and payable on the redemption date specified in such notice and upon presentation and surrender of the Securities at the place or places specified in such notice, together with all appurtenant Coupons, if any, maturing subsequent to the redemption date, the Securities shall be paid and redeemed by the Issuer at the places in the manner herein specified and at the redemption price herein specified [together with accrued interest (unless the redemption date is an Interest Payment Date) to the redemption date; provided, however, that interest due on or prior to the redemption date on this Security shall be payable only upon the presentment and surrender of Coupons for such interest (at an office or agency outside the United States except as otherwise provided on the face of this Security)].  If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant Coupons maturing after the redemption date, such Security may be paid after deducting from the amount otherwise payable an amount equal to the face amount of all such missing Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Issuer and the Fiscal Agent if they are furnished with such security or indemnity as they may require to save each of them and each other paying agent of the Issuer harmless.  From and after the redemption date, if monies for the redemption of Securities called for redemption shall have been made available at the [appropriate office] of the Fiscal Agent for redemption on the redemption date, the Securities called for redemption shall cease to bear interest, the Coupons appertaining to Bearer Securities maturing subsequent to the redemption date shall be void, and the only right of the holders of such Securities shall be to receive payment of the redemption price [together with accrued interest (unless the redemption date is an Interest Payment Date) to the redemption date] as aforesaid.  If monies for the redemption of the Securities are not made available for payment until after the redemption date, the Securities called for redemption shall not cease to bear interest until such monies have been so made available.]

7

[7.]  Any notices to holders of Securities shall be given by delivery of the relevant notice to the relevant securities clearing system for communication by each of them to entitled participants, and so long as the Securities are listed on one or more stock exchanges and the rules of such stock exchange(s) so require, notices shall also be published in such manner as the rules of such stock exchange(s) may require.  [In the case of a redemption in whole or in part, such notice will be given once not more than 60 calendar days nor less than 30 calendar days prior to the date fixed for redemption.]  If by reason of the suspension of publication of any newspaper or of regular mail service, or by reason of any other cause, it shall be impracticable to give notice to the holders of Securities in the manner prescribed by any stock exchange upon which the Securities are listed, or if the Securities are not listed upon any stock exchange, then such notification in lieu thereof as shall be made by the Issuer or by the Fiscal Agent on behalf of and at the instruction of the Issuer shall constitute sufficient provision of such notice, if such notification shall, so far as may be practicable, approximate the terms and conditions of the notice that would otherwise be required hereby.  Neither the failure to give notice nor any defect in any notice given to any particular holder of a Security shall affect the sufficiency of any notice with respect to other Securities.  [Notices to redeem Securities shall specify the date fixed for redemption, the applicable redemption price, the place or places of payment, that payment will be made upon presentation and surrender of the Securities to be redeemed, together with all appurtenant Coupons, if any, maturing subsequent to the date fixed for redemption, that interest accrued to the date fixed for redemption (unless such date is an Interest Payment Date) will be paid as specified in said notice,* and that on and after said date interest thereon will cease to accrue [and that such redemption is for the sinking fund if such is the case].]  [In addition, in the case of a partial redemption, the redemption notice shall specify the last date which exchanges or registration of transfers of Securities may be made, and shall also specify the Securities called for redemption and the aggregate principal amount of the Securities to remain Outstanding after the redemption.]

 * Modification necessary if zero coupon security.

8

[8.]  If (a) the Issuer shall default in any payment of the principal of [or the premium, if any, on] [or interest on] any of the Securities of this series and such default shall not be cured by payment thereof within 30 days, or (b) the Issuer shall default in the performance of any other covenant under the Securities of this series and such default shall continue for a period of 90 days after written notice thereof shall have been given to the Issuer and the Fiscal Agent at the office of the Fiscal Agent by the holders of not less than 25% in principal amount of all the Securities of this series at the time outstanding, or (c) a default, as defined in any instrument evidencing, securing or protecting any indebtedness for borrowed money of the Issuer, now or hereafter outstanding and maturing more than one year form the date of its creation, shall happen and the maturity of such indebtedness shall have been accelerated so that the same shall have become due and payable prior to the date on which the same would otherwise have become due and payable and such acceleration shall not have been rescinded or annulled, then, in any such case, the principal of all the Securities of this series then outstanding (if not already due) may be declared to be due and payable immediately by written notice given to the Issuer and the Fiscal Agent at such office of the Fiscal Agent by the holders of not less than a majority in principal amount of all the Securities of this series at the time outstanding.  If, at any time after the principal of all the Securities of this series shall have been so declared due and payable and before any judgment or decree for the payment of amounts due thereon shall have been entered, all arrears of interest upon all the Securities of this series and all other sums due in respect thereof, except any principal payments which shall not have matured by their terms, shall have been duly paid by the Issuer and all other defaults hereunder shall have been made good, the holders of not less than a majority in principal amount of all the Securities of this series then outstanding, by written notice given to the Issuer and the Fiscal Agent at such office of the Fiscal Agent, may rescind such declaration, but no such rescission shall impair any right consequent on any subsequent default.

[  ].  Add any other particular covenants relating to the Securities of this series.]

[9.]  If any mutilated Security or a Security with a mutilated coupon appertaining to it is surrendered to the Fiscal Agent, the Issuer shall execute, and the Fiscal Agent shall authenticate and deliver in exchange therefor, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding, with coupons corresponding to the coupons, if any, appertaining to the surrendered Security.

9

If there be delivered to the Issuer and the Fiscal Agent (a) evidence to their satisfaction of the destruction,  loss or theft of any Security or Coupon, and (b) such security or indemnity as may be required by them to save each of them and any agent of each of them harmless, then, in the absence of notice to the Issuer or the Fiscal Agent that such Security or Coupon has been acquired by a bona fide purchaser, the Issuer shall execute, and upon its request the Fiscal Agent shall authenticate and deliver in lieu of any such destroyed, lost or stolen Security or in exchange for the Security to which such Coupon appertains (with all appurtenant Coupons not destroyed, lost or stolen), a new Security of like tenor and principal amount and bearing a number not contemporaneously outstanding, with Coupons corresponding to the Coupons, if any, appertaining to such destroyed, lost or stolen Security or to the Security to which such destroyed, lost or stolen Coupons appertains.

Upon the issuance of any new Security under this Paragraph [9], the Issuer may require the payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and the expenses of the Fiscal Agent) connected therewith.

Every new Security with its Coupons, if any, issued pursuant to this Paragraph [9] in lieu of any destroyed, lost or stolen Security, or in exchange for a Security to which a destroyed, lost or stolen Coupon appertains, shall constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Security and its Coupons, if any, or the destroyed, lost or stolen Coupon shall be at any time enforceable by anyone.

The provisions of this Paragraph [9] are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities or Coupons.

10

[10.]  Upon the affirmative vote of the holders of not less than 66-2/3% in aggregate principal amount of the Securities of a series then outstanding represented at a meeting of holders of Securities of such series duly called and held or with the written consent of the holders of not less than 66-2/3% in aggregate principal amount of the Securities of a series at the time outstanding, the Issuer and the Fiscal Agent may modify any of the terms or provisions contained in the Securities of such series in any way, provided, however, that no such action may, without the consent of the holder of each Security of such series affected thereby, (A) change the due date for the payment of the principal of (or premium, if any) or any installment of interest on any Security of such series, (B) reduce the principal amount of any Security of such series, the portion of such principal amount which is payable upon acceleration of the maturity of such Security, the interest rate thereon or the premium payable upon redemption thereof, (C) change the coin or currency in which (unless required by law of the jurisdiction which issued such coin or currency) or the required places at which payment with respect to interest, premium or principal in respect of Securities of such series is payable, (D) shorten the period during which the Issuer is not permitted to redeem the Securities of such series, or permit the Issuer to redeem the Securities of such series if, prior to such action, the Issuer is not permitted so to do, or (E) reduce the proportion of the principal amount of Securities of such series the vote or consent of the holders of which is necessary to modify, amend or supplement the Fiscal Agency Agreement or the terms and conditions of the Securities of such series or to make, take or give any request, demand, authorization, directions, notice, consent, waiver or other action provided hereby or thereby to be made, taken or given.  Notwithstanding the foregoing, the Issuer and the Fiscal Agent may, without the vote or consent of any holder of Securities, amend the Fiscal Agency Agreement or the Securities of a series for the purpose of (v) adding to the covenants of the Issuer for the benefit of the holders of the Securities, (w) surrendering any right or power conferred upon the Issuer, (x) securing the Securities pursuant to the requirements of the Securities or otherwise, (y) curing any ambiguity, or curing, correcting or supplementing any defective provision thereof or (z) amending the Fiscal Agency Agreement or the Securities of a series in any manner that the Issuer and the Fiscal Agent reasonably determine is not inconsistent with the Securities of such series and does not adversely affect the interest of any holder or Securities of such series.

11

[11.]  No reference herein to the Fiscal Agency Agreement and no provision of this Security or of the Fiscal Agency Agreement shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of [(and premium, if any, on)][and interest on] this Security at the times, place and rate, and in the coin or currency, herein prescribed.

[12.]  This Security shall be governed by, and interpreted in accordance with, the laws of the State of New York, except with respect to its authorization and execution by the Issuer which shall be governed by the Statue of the Issuer set forth in the Protocol annexed to the Treaty on the Functioning of the European Union, as amended and supplemented.

[13.]  As more fully set forth in the Fiscal Agency Agreement, the Issuer has appointed the Fiscal Agent as its authorized agent upon which process may be served in any action based on the Securities (other than actions brought under the United States Federal securities laws) which may be instituted in any State or Federal court in The City and State of New York by the holder of a Security.  Notwithstanding such appointment, any action based on the Securities may be instituted by the holder of a Security in any competent court of the jurisdiction in which the Issuer has its seat.

12

[FORM OF COUPON]

[Form of Face of Coupon]

[ISIN No. _______]

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

[R-]* __________

[Currency]

Due _______________

EUROPEAN INVESTMENT BANK

[Title of Securities]

Unless the Security to which this Coupon appertains shall have been called for previous redemption and payment thereof duly provided for, on the date set forth hereon, the European Investment Bank (the "Issuer") will pay to bearer, upon surrender hereof, the amount shown hereon (together with any additional amounts in respect thereof which the Issuer may be required to pay according to the terms of said Security) at the paying agencies set out on the reverse hereof or at such other places outside the United Sates of America, its territories, its possessions and other areas subject to its jurisdiction as the Issuer may determine from time to time, at the option of the bearer as provided in the Security, by [United States dollar check drawn on a bank in The City of New York or transfer to a United States dollar account maintained by the payee with a bank located outside the United States, being the interest then payable on such Security].

EUROPEAN INVESTMENT BANK,
By
	Name:
	Title:

By
	Name:
	Title:

 * For Coupons maturing on or after the date, if any, on which a partial redemption of Securities is possible, insert the letter "R" in front of the coupon number.  The coupon number, payment amount and due date should appear in the right-hand section of the face of the Coupon.

[Form of Reverse of Coupon]

PAYING AGENTS

____________________________________ *

* Insert names and addresses of initial paying agents located outside the United States.

EXHIBIT C

[FORM OF TEMPORARY BEARER GLOBAL SECURITY]

EUROPEAN INVESTMENT BANK

[Title of Securities]

European Investment Bank (herein called the "Issuer"), for value received, hereby promises to pay to bearer upon presentation and surrender of this temporary bearer global Security the principal sum of ___________[Currency] on __________ ("the Stated Maturity").

[If the Security is to bear interest prior to maturity, insert--, and to pay [thereon][calculated on ____________________________] from the date hereof [annually][semi-annually] in arrears on ________ [and______] in each year ([each] an "Interest Payment Date"), commencing ___________, at the rate [of ___% per annum][to be determined in accordance with the provisions hereinafter set forth], until the principal hereof is paid or made available for payment [If applicable insert--, and (to the extent that the payment of such interest shall be legally enforceable) at the rate of ___% per annum on any overdue principal and premium and on any overdue installment of interest]; provided, however, that interest on this temporary bearer global Security shall be payable only after the issuance of the definitive Securities for which this temporary bearer global Security is exchangeable and, in the case of definitive bearer Securities, only upon presentation and surrender (at an office or agency outside the United States, except as otherwise provided in the Fiscal Agency Agreement referred to below) of the interest coupons thereto attached as they severally mature.  Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months.]

[Insert floating interest rate provision, if applicable.]

[If the Securities are not to bear interest prior to maturity, insert--    the principal of this temporary bearer global Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this temporary bearer global Security shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for.  Interest on any overdue principal shall be payable on demand;provided, however, that such interest shall be payable only after the issuance of the definitive bearer Securities for which this temporary bearer global Security is exchangeable.]

This temporary bearer global Security is one of a duly authorized Issue of Securities of the Issuer designated as specified in the title hereof, issued and to be issued under the Fiscal Agency Agreement, dated as of [  ] (the "Fiscal Agency Agreement"), between the Issuer and     [     ], as Fiscal Agent ("Fiscal Agent").  It is a temporary security and is exchangeable in whole or from time to time in part without charge upon request of the holder hereof for definitive bearer Securities (If the Securities of the series are to bear interest prior to maturity, insert--with interest coupons attached,] or in registered form, without coupons, of authorized denominations, or in the form of one or more definitive bearer global Securities, or any combination thereof, (a) if a date, or the manner of its determination, prior to which no such exchange may be made has been designated pursuant to the Fiscal Agency Agreement, not earlier than such date and (b) as promptly as practicable following presentation of certification, in the form required by the Fiscal Agency Agreement for such purpose, that the beneficial owner or owners of this temporary bearer global Security (or, if such exchange is only for a part of this temporary bearer global Security, of such part) are not U.S. persons other than [certain financial institutions].  Definitive bearer Securities and definitive bearer global Security shall be delivered only outside the United States.  Upon any exchange of a part of this temporary bearer global Security for definitive Securities, the portion of the principal amount thereof so exchanged shall be endorsed by the Fiscal Agent on the Schedule hereto, and the principal amount hereof shall be reduced for all purposes by the amount so exchanged.

2

Until exchanged in full for definitive Securities, this temporary bearer global Security shall in all respects be entitled to the same benefits and subject to the same terms and conditions of, and the Issuer shall be subject to the same restrictions as those to be enforced on, the definitive Securities and those contained in the Fiscal Agency Agreement, except that neither the holder hereof nor the beneficial owners of this temporary bearer global Security shall be entitled to receive payment of interest hereon.

As used herein, "United States" means the United States of America (including the States and the District of Columbia), and its possessions, including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.

This temporary bearer global Security shall be governed by, and interpreted in accordance with, the laws of the State of New York, except with respect to its authorization and execution by the Issuer which shall be governed by the Statute of the Issuer set forth in the Protocol annexed to the Treaty on the Functioning of the European Union, as amended and supplemented.

All terms used in this temporary bearer global Security that are defined in the Fiscal Agency Agreement, including the exhibits thereto, or the definitive Securities shall have the meanings assigned to them therein.

Unless the certificate of authentication hereon has been executed by the Fiscal Agent by the manual signature of one of its duly authorized officers, this temporary bearer global Security shall not be valid or obligatory for any purpose.

3

IN WITNESS WHEREOF, the Issuer has caused this temporary bearer global Security to be duly executed.

Dated:

EUROPEAN INVESTMENT BANK,
By
	Name:
	Title:

By
	Name:
	Title:

4

This is the temporary bearer global Security referred to in the within-mentioned Fiscal Agency Agreement.

[             ],
as Fiscal Agent
By
	Authorized Officer

5

SCHEDULE OF EXCHANGE

Date made   Principal amount exchanged for definitive Securities   Remaining principal amount following such exchange   Notation made on behalf of the Fiscal Agent  

6

EXHIBIT D *

[FORM OF CERTIFICATE OF BENEFICIAL OWNERSHIP]

CERTIFICATE

EUROPEAN INVESTMENT BANK

[TITLE OF SECURITIES]

This is to certify that as of the date hereof, [and except as set forth below,]** the above-captioned Notes [held by you for our account]** [to be acquired from you]*** (a) are owned by person(s) that are not citizens or residents of the United States, domestic partnerships, domestic corporations or any estate or trust the income of which is subject to United States Federal income taxation, regardless of its source ("United States person(s)"), (b) are owned by United States person(s) that (i) are foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(iv)) ("financial institutions") purchasing for their own account or for resale, or (ii) acquired the Notes through foreign branches of United States financial institutions and who hold the Notes through such United States financial institutions on the date hereof (and in either case (i) or (ii), each such United States financial institution hereby agrees, on its own behalf or through its agent, to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (c) are owned by United States or foreign financial institutions for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)) and, in addition, if the owner of the Notes is a United States or foreign financial institution described in clause (c) above (whether or not also described in clause (a) or (b)) this is to further certify that such financial institution has not acquired the Notes for purposes of resale directly or indirectly to a United States person or to a  person within the United States or its possessions.

* For use in those instances where a definitive bearer Security, a temporary bearer Security, a temporary bearer global Security or a definitive bearer global Security is delivered in an Offshore Offering to non-U.S. persons at the time of sale thereof.

** To be included if the Certificate is being provided to EUROCLEAR, CLEARSTREAM or another clearing system.

*** To be included if the Certificate is being provided directly to the Issuer.

As used herein, "United States" means the United States of America (including the States and the District of Columbia); and its "possessions" include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.

[We undertake to advise you by tested telex if the above statement is not correct on the date on which you intend to submit your certificate relating to such Notes to the Fiscal Agent, and in the absence of any such notification it may be assumed that this certificate applies as of such date.]*

[This certificate excepts and does not relate to [$]________ principal amount of such interest in the above Notes in respect of which we are not able to certify and as to which we understand exchange and delivery of definitive Notes cannot be made until we do so certify.]

* To be included if the Certificate is being provided to EUROCLEAR, CLEARSTREAM or another clearing system.

2

We understand that this certificate is required in connection with certain tax laws of the United States.  In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate to any interested party in such proceedings.

Dated: __________, ____*

By:________________________

As, or as agent for, the

beneficial owner(s) of

the Notes to which this

certificate relates.

* This certificate must be dated not earlier than 15 calendar days prior to the Exchange Date.

3

EXHIBIT E

[FORM OF CERTIFICATE TO BE GIVEN

BY THE EUROCLEAR OPERATOR, CLEARSTREAM OR

OTHER CLEARING SYSTEM]

CERTIFICATE

EUROPEAN INVESTMENT BANK

[TITLE OF SECURITIES]

This is to certify that, based solely on certifications we have received in writing, by tested telex or by electronic transmission from member organizations appearing in our records as persons being entitled to a portion of the principal mount set forth below (our "Member Organizations") substantially to the effect set forth in the Fiscal Agency Agreement, as of the date hereof, [$]_________ principal amount of the above-captioned Securities (a) is owned by persons that are not citizens or residents of the United States, domestic partnerships, domestic corporations or any estate or trust the income of which is subject to United States Federal income taxation, regardless of its source ("United States persons"), (b) is owned by United States persons that (i) are foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(iv)) ("financial institutions")) purchasing for their own account or for resale, or (ii) acquired the Securities through foreign branches of United States financial institutions and who hold the Securities through such United States financial institutions on the date hereof (and in either case (i) or (ii), each such United States financial institution has agreed, on its own behalf or through its agent, to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (c) is owned by United States or foreign financial institutions for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and to the further effect that United States or foreign financial institution described in clause (c) above (whether or not also described in clause (a) or (b)) have certified that they have not acquired the Securities for purposes of resale directly or indirectly to a United States person or to a  person within the United States or its possessions.

As used herein, "United States" means the United States of America (including the States and the District of Columbia); and its "possessions" include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.

We further certify (x) that we are not making available herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) any portion of the temporary global Security excepted in such certifications and (y) that as of the date hereof we have not received any notification from any of our Member Organizations to the effect that the statements made by such Member Organizations with respect to any portion of the part submitted herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) are no longer true and cannot be relied upon as of the date hereof.

2

We understand that this certification is required in connection with certain tax laws and, if applicable, certain securities laws of the United States.  In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate to any interested party in such proceedings.

Dated: __________, ____**

Yours faithfully,

[Euroclear Bank S.A./N.V. as operator of the Euroclear System]

[Clearstream Banking société anonyme, Luxembourg]

[OTHER CLEARING SYSTEM]

By:

** To be dated no earlier than the Exchange Date.

3

EXHIBIT F

FORM OF DTC GLOBAL NOTE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE EUROPEAN INVESTMENT BANK OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OF 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 OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

CUSIP No. ______

ISIN No. ______

Common Code No. ______

EUROPEAN INVESTMENT BANK

[ ]% Notes due [ ]

No. R-. . . Global Note U.S. $[   ]

European Investment Bank (herein called the "Issuer"), for value received, hereby promises to pay to CEDE & CO., or registered assigns, on [●], 20[●●] (the "Maturity Date") the aggregate principal amount shown by the latest entry in the fourth column of Schedule A hereto as of the Maturity Date, which amount, together with the latest entry in the fourth column of Schedule A to the European Global Note (as defined below), shall not at any time exceed U.S. $[●] ([●] United States Dollars), in accordance with the terms and conditions (the "Conditions"), set out on the reverse hereof, of the [●]% Notes due on [●], 20[●●] (the "Notes") beneficial interests in which are either represented by this Global Note (the "DTC Global Note") or the other Global Note (the "European Global Note" and, together with the DTC Global Note, the "Global Notes"), upon presentation and surrender of this Global Note and to pay interest from [●] at the rate of [●]% per annum payable annually in arrears on [●] in each year (each an "Interest Payment Date"), to the holders of Notes at the close of business on the preceding [●] (the "Record Date").  Interest will be calculated on the basis of a 360-day year, consisting of twelve 30-day months.  The Record Date may be changed by agreement among the Issuer, the Fiscal Agent and all applicable securities clearing systems.  The first interest payment will become due and payable on [●] for the period from and including [●] to but excluding [●].  The Notes will cease to bear interest from the Maturity Date unless, upon due presentation, payment of principal is improperly withheld or refused.

Payment of the principal of and interest on the Notes represented by this Global Note will be made at the offices of the Fiscal Agent hereinafter referred to and at the offices of such other Paying Agents as the Issuer shall have appointed pursuant to the Fiscal Agency Agreement.  Payments to holders of the Notes in respect of principal and interest on the Notes will be made in U.S. Dollars. Payments will be subject in all cases to applicable laws and regulations.  The Issuer covenants that until this Global Note has been delivered to the Fiscal Agent for cancelation, or monies sufficient to pay the principal of and interest on this Global Note have been made available for payment and either paid or returned to the Issuer as provided herein, it will at all times maintain offices or agencies in London and, so long as the Notes are listed on the Luxembourg Stock Exchange and such Exchange shall so require, in Luxembourg for the payment of the principal of and interest on the Notes represented by this Global Note as herein provided.

The Issuer will redeem the Notes represented by this Global Note at par on the Maturity Date.  The Issuer shall have the right at any time to purchase Notes in the open market or otherwise.  Any Notes so purchased may be resold at the Issuer's discretion if not surrendered to the Fiscal Agent for cancelation.

The aggregate principal amount from time to time of the DTC Global Note shall be the amount shown by the latest entry in the fourth column of Schedule A hereto.  Schedule A hereto shall be completed by or on behalf of the Fiscal Agent upon (i) transfer of Notes as described further below, (ii) redemption of Notes or (iii) purchase and cancelation of Notes represented hereby.

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Transfers of book-entry interests in the Notes represented by the DTC Global Note from or to the account of a DTC participant to or from the account of a Euroclear or CLEARSTREAM accountholder wishing to purchase or sell a beneficial interest in the European Global Note will be effected by or on behalf of the Fiscal Agent through a decrease or increase in the principal amount of the DTC Global Note for notation on Schedule A hereto.

Cancelation of any Note represented by this Global Note which is required by the Conditions to be canceled will be effected by reduction in the principal amount of this Global Note on its presentation to or to the order of the Fiscal Agent for notation in Schedule A.  Notes may only be purchased by the Issuer if (where they should be canceled in accordance with the Conditions) they are purchased together with the right to receive all future payments of interest thereon.

The Global Notes may not be transferred without the prior written consent of the Issuer and except in combination and as a whole by the custodian and common depositary (the "Note Depositary") to another custodian and common depositary for such Global Notes or to a successor of such custodian and common depositary; provided that such subsequent custodian and common depositary or successor, as the case may be, expressly agrees to abide by such restrictions on transfer.  The Fiscal Agent shall serve as the initial Note Depositary.  No provision of the DTC Global Note shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on the Notes represented by this Global Note when due in accordance with the Conditions.

The Issuer has waived against such holder and any previous holder of the DTC Global Note all rights of set-off or counterclaim which would or might otherwise be available to it in respect of the obligations evidenced by the DTC Global Note.

Reference is hereby made to the further provisions of this Global Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

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Unless the certificate of authentication hereon has been executed by the Fiscal Agent by manual signature, this Global Note shall not be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed.

Dated:

EUROPEAN INVESTMENT BANK,
By
	Name:
	Title:

By
	Name:
	Title:

This is the DTC Global Note referred to in the within-mentioned Fiscal Agency Agreement.

[          ]
as Fiscal Agent
By
	Authorized Officer

4

SCHEDULE A

Principal Amount of this Global Note

Changes in the principal amount of the DTC Global Note following (i) transfers of book-entry interests in the DTC Global Note to the European Global Note, (ii) transfers of book-entry interests in the European Global Note to the DTC Global Note, (ii) redemption of Notes or (iv) purchase and cancelation of Notes are entered in the second and third columns below.

Date made Reason for change in the principal amount of this Global Note* Amount of such change Initial Principal Amount or Principal Amount of this Global Note following such Change Notation on behalf of the Fiscal Agent

* State whether change following (1) transfer of book-entry interests in the DTC Global Note to the European Global Note, (2) transfer of Book-entry interest in the European Global Note to the DTC Global Note, (3) redemption of Notes or (4) purchase and cancelation of Notes

SCHEDULE B

Interest Payments in respect of this Global Note

The following payments of interest in respect of this Global Note and the Notes represented by this Global Note have been made:

Date Made Amounts of Interest due and payable Amount of Interest paid Notation made by or on behalf of the Fiscal Agent

[Reverse of Global Note]

Terms and Conditions of the Notes

1.  This Note is one of a duly authorized issue of debt securities of the Issuer (herein called the "Notes"), issued and to be issued in one or more series in accordance with a Fiscal Agency Agreement, dated as of [  ] (herein called the "Fiscal Agency Agreement"), between the Issuer and [   ], as Fiscal Agent (herein called the "Fiscal Agent", which term includes any successor fiscal agent under the Fiscal Agency Agreement),  copies of which Fiscal Agency Agreement are on file and available for inspection at the offices of the Fiscal Agent at [   ]and, so long as the Notes are listed on the Luxembourg Stock Exchange and such Exchange shall so require, at the office of the Paying Agent hereinafter named in Luxembourg.

The Notes constitute unconditional, direct and general obligations of the Issuer in accordance with their terms for their payment and performance.  The Notes shall rank pari passu with any present or future indebtedness of the Issuer represented by any unsubordinated and unsecured notes or bonds.

2.  The aggregate principal amount of the Notes is U.S. $[    ].  The Notes are issuable in authorized denominations of U.S. $ and any integral multiple thereof.

3. (a)  The Issuer shall pay to the Fiscal Agent, on or prior to each Interest Payment Date and the Maturity Date (subject to (b) below), such amounts as are sufficient (with any amounts then held by the Fiscal Agent and available for the purpose) to pay the interest on, and the principal of the Notes due and payable on such Interest Payment Date, or Maturity Date, as the case may be.  The principal of and interest on the Notes will be paid in such coin or currency of the United States as at the time of payment is legal tender for the payment of public and private debts.  The Fiscal Agent shall apply the amounts so paid to it to the payment of such interest, and principal in accordance with the terms of the Notes.  Any monies paid by the Issuer to the Fiscal Agent for the payment of the principal of or interest on any Notes remaining unclaimed at the end of ten years or five years, respectively, after such principal or interest shall have become due and payable (whether at maturity, upon call for redemption or otherwise) shall then be repaid to the Issuer upon its written request, and upon such repayment all liability of the Fiscal Agent with respect thereto shall cease.  Any obligation the Issuer may have to pay the principal of such Notes shall terminate at the end of ten years after such principal shall have become due and payable.  Any obligation the Issuer may have to pay interest on such Notes shall terminate at the end of five years after such interest shall have become due and payable.

(b)  In any case where the Interest Payment Date or the Maturity Date shall be at any place of payment or at the place that is the financial center for the currency of payment a day on which banking institutions are authorized or obligated by law to close, then payment of principal or interest need not be made on such date at such place of payment but may be made on the next succeeding day at such place of payment that is not a day on which banking institutions are authorized or obligated by law to close in such place of payment or the financial center for the currency of payment, with the same force and effect as if made on the Interest Payment Date or the Maturity Date, as the case may be, and no interest shall accrue for the period after such date.

4.  Payment of the principal of and interest on the Notes made at the offices of the Fiscal Agent shall be subject in all cases to any fiscal or other laws and regulations applicable thereto.  Consequently, neither the Issuer nor any Paying Agent will make any additional payment in the event of a withholding tax being required in respect of any payment under or in connection with the Notes.  Neither the Issuer nor any Paying Agent shall be liable to any holder of Notes or other person for commissions, costs, losses, or expenses in relation to or resulting from such payments.

5.  Any notices to holders of Notes shall be given by delivery of the relevant notice to the relevant securities clearing system for communication by each of them to entitled participants, and so long as the Notes are listed on one or more stock exchanges and the rules of such stock exchange(s) so require, notices shall also be published in such manner as the rules of such stock exchange(s) may require.  If by reason of the suspension of regular mail service, or by reason of any other cause, it shall be impracticable to give notice to the holders of Notes in the manner prescribed herein, then such notification in lieu thereof as shall be made by the Issuer or by the Fiscal Agent on behalf of and at the instruction of the Issuer shall constitute sufficient provision of such notice, if such notification shall, so far as may be practicable, approximate the terms and conditions of the mailed notice in lieu of which it is given.  Neither the failure to give notice nor any defect in any notice given to any particular holder of a Note shall affect the sufficiency of any notice with respect to other Notes.  Such notices will be deemed to have been given on the date of mailing.

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6.  If (a) the Issuer shall default in any payment of the principal of or interest on any of the Notes of this series and such default shall not be cured by payment thereof within 30 days, or (b) the Issuer shall default in the performance of any other covenant under any of the Notes of this series and such default shall continue for a period of 90 days after written notice thereof shall have been given to the Issuer at 100 boulevard Konrad Adenauer, L-2950 Luxembourg, Grand Duchy of Luxembourg, Facsimile No. 352-43-79-66299, Attention of Capital Markets Department, by the holders of not less than 25% in principal amount of all the Notes of this series at the time outstanding, or (c) a default, as defined in any instrument evidencing, securing or protecting any indebtedness for borrowed money of the Issuer, now or hereafter outstanding and maturing more than one year form the date of its creation, shall happen and the maturity of such indebtedness shall have been accelerated so that the same shall have become due and payable prior to the date on which the same would otherwise have become due and payable and such acceleration shall not have been rescinded or annulled, then, in any such case, the principal of all the Notes of this series then outstanding (if not already due) may be declared to be due and payable immediately by written notice given to the Issuer 100 boulevard Konrad Adenauer, L-2950 Luxembourg, Grand Duchy of Luxembourg, Facsimile No. 352-43-79-66299, Attention of Capital Markets Department, by the holders of not less than a majority in principal amount of all the Notes of this series at the time outstanding.  If, at any time after the principal of all the Notes of this series shall have been so declared due and payable and before any judgment or decree for the payment of amounts due thereon shall have been entered, all arrears of interest upon all the Notes of this series and all other sums due in respect thereof, except any principal payments which shall not have matured by their terms, shall have been duly paid by the Issuer and all other defaults hereunder shall have been made good, the holders of not less than a majority in principal amount of all the Notes of this series then outstanding, by written notice given to the Issuer 100 boulevard Konrad Adenauer, L-2950 Luxembourg, Grand Duchy of Luxembourg, Facsimile No. 352-43-79-66299, Attention of Capital Markets Department, may rescind such declaration, but no such rescission shall impair any right consequent on any subsequent default.

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7.  Upon the affirmative vote of the holders of not less than 66-2/3% in aggregate principal amount of the Notes of a series then outstanding represented at a meeting of holders of Notes of such series duly called and held or with the written consent of the holders of not less than 66-2/3% in aggregate principal amount of the Notes of a series at the time outstanding, the Issuer and the Fiscal Agent may modify any of the terms or provisions contained in the Notes of such series in any way, provided, however, that no such action may, without the consent of the holder of each Note of such series affected thereby, (A) change the due date for the payment of the principal of (or premium, if any) or any installment of interest on any Note of such series, (B) reduce the principal amount of any Note of such series, the portion of such principal amount which is payable upon acceleration of the maturity of such Note, the interest rate thereon or the premium payable upon redemption thereof, (C) change the coin or currency in which (unless required by law of the jurisdiction which issued such coin or currency) or the required places at which payment with respect to interest, premium or principal in respect of Notes of such series is payable, (D) shorten the period during which the Issuer is not permitted to redeem the Notes of such series, or permit the Issuer to redeem the Notes of such series if, prior to such action, the Issuer is not permitted so to do, or (E) reduce the proportion of the principal amount of Notes of such series the vote or consent of the holders of which is necessary to modify, amend or supplement the Fiscal Agency Agreement or the terms and conditions of the Notes of such series or to make, take or give any request, demand, authorization, directions, notice, consent, waiver or other action provided hereby or thereby to be made, taken or given.  Notwithstanding the foregoing, the Issuer and the Fiscal Agent may, without the vote or consent of any holder of Notes, amend the Fiscal Agency Agreement or the Notes of a series for the purpose of (v) adding to the covenants of the Issuer for the benefit of the holders of the Notes, (w) surrendering any right or power conferred upon the Issuer, (x) securing the Notes pursuant to the requirements of the Notes or otherwise, (y) curing any ambiguity, or curing, correcting or supplementing any defective provision thereof or (z) amending the Fiscal Agency Agreement or the Notes of Series in any manner that the Issuer and the Fiscal Agent reasonably determine is not inconsistent with the Notes of such series and does not adversely affect the interest of any holder or Notes of such series.

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8.  No reference herein to the Fiscal Agency Agreement and no provision of this Note or of the Fiscal Agency Agreement shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

9.  This Note shall be governed by, and interpreted in accordance with, the laws of the State of New York, except with respect to its authorization and execution by the Issuer which shall be governed by the Statute of the Issuer set forth in the Protocol annexed to the Treaty on the Functioning of the European Union, as amended and supplemented.

10.  As more fully set forth in the Fiscal Agency Agreement, the Issuer has appointed the Fiscal Agent as its authorized agent upon which process may be served in any action based on the Notes (other than actions brought under the United States Federal securities laws) which may be instituted in any State or Federal court in The City and State of New York by the holder of a Note.  Notwithstanding such appointment, any action based on the Notes may be instituted by the holder of a Note in any competent court of the jurisdiction in which the Issuer has its seat.

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EXHIBIT G

FORM OF EUROPEAN GLOBAL NOTE

ISIN No.________

EUROPEAN INVESTMENT BANK

[ ]% Notes due [ ]

No. B-____ U.S. $[  ]

European Investment Bank (herein called the "Issuer"), for value received, hereby promises to pay to bearer on [●], 20[●] (the "Maturity Date") the aggregate principal amount shown by the latest entry in the fourth column of Schedule A hereto as of the Maturity Date, which amount, together with the latest entry in the fourth column of Schedule A to the DTC Global Note (as defined below), shall not at any time exceed U.S. $[●] ([●] United States Dollars), in accordance with the terms and conditions (the "Conditions"), set out on the reverse hereof, of the [●]% Notes due on [●], 20[●] (the "Notes") beneficial interests in which are either represented by this Global Note (the "European Global Note") or the other Global Note (the "DTC Global Note" and, together with the European Global Note, the "Global Notes"), upon presentation and surrender of this Global Note and to pay interest from [●] at the rate of [●]% per annum payable annually in arrears on [●] in each year (each an "Interest Payment Date"), to the holders of Notes at the close of business on the preceding [●] (the "Record Date").  Interest will be calculated on the basis of a 360-day year, consisting of twelve 30-day months.  The Record Date may be changed by agreement among the Issuer, the Fiscal Agent and all applicable securities clearing systems.  The first interest payment will become due and payable on [●] for the period from and including [●] to but excluding [●].  The Notes will cease to bear interest from the Maturity Date unless, upon due presentation, payment of principal is improperly withheld or refused.

Payment of the principal of and interest on the Notes represented by this Global Note will be made at the offices of the Fiscal Agent hereinafter referred to and at the offices of such other Paying Agents as the Issuer shall have appointed pursuant to the Fiscal Agency Agreement.  Payments to holders of the Notes in respect of principal and interest on the Notes will be made in U.S. Dollars. Payments will be subject in all cases to applicable laws and regulations.  The Issuer covenants that until this Global Note has been delivered to the Fiscal Agent for cancelation, or monies sufficient to pay the principal of and interest on this Note have been made available for payment and either paid or returned to the Issuer as provided herein, it will at all times maintain offices or agencies in London and so long as the Notes are listed on the Luxembourg Stock Exchange and such Exchange shall so require, in Luxembourg for the payment of the principal of and interest on the Notes represented by this Global Note as herein provided.

The Issuer will redeem the Notes represented by this Global Note at par on the Maturity Date. The Issuer shall have the right at any time to purchase Notes in the open market or otherwise.  Any Notes so purchased may be resold at the Issuer's discretion if not surrendered to the Fiscal Agent for cancelation.

The aggregate principal amount from time to time of the European Global Note shall be the amount shown by the latest entry in the fourth column of Schedule A hereto.  Schedule A hereto shall be completed by or on behalf of the Fiscal Agent upon (i) transfer of Notes as described further below, (ii) redemption of Notes or (iii) purchase and cancelation of Notes represented hereby.

Transfers of book-entry interests in the Notes represented by the European Global Note from or to the account of a DTC participant to or from the account of a Euroclear or CLEARSTREAM accountholder wishing to purchase or sell a beneficial interest in the European Global Note will be effected by or on behalf of the Fiscal Agent through a decrease or increase in the principal amount of the European Global Note for notation on Schedule A hereto.

Cancelation of any Note represented by this Global Note which is required by the Conditions to be canceled will be effected by reduction in the principal amount of this Global Note on its presentation to or to the order of the Fiscal Agent for notation in Schedule A.  Notes may only be purchased by the Issuer if (where they should be canceled in accordance with the Conditions) they are purchased together with the right to receive all future payments of interest thereon.

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The Global Notes may not be transferred without the prior written consent of the Issuer and except in combination and as a whole by the custodian and common depositary (the "Note Depositary") to another custodian and common depositary for such Global Notes or to a successor of such custodian and common depositary; provided that such subsequent custodian and common depositary or successor, as the case may be, expressly agrees to abide by such restrictions on transfer.  The Fiscal Agent shall serve as the initial Note Depositary.  No provision of the European Global Note shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on the Notes represented by this Global Note when due in accordance with the Conditions.

The Issuer has waived against such holder and any previous holder of the European Global Note all rights of set-off or counterclaim which would or might otherwise be available to it in respect of the obligations evidenced by the European Global Note.

Reference is hereby made to the further provisions of this Global Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Fiscal Agent by manual signature, this Global Note shall not be valid or obligatory for any purpose.

3

IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed.

Dated:

EUROPEAN INVESTMENT BANK,
By
	Name:
	Title:

By
	Name:
	Title:

This is the European Global Note referred to in the within-mentioned Fiscal Agency Agreement.

[          ]
as Fiscal Agent
By
	Authorized Officer

4

SCHEDULE A

Principal Amount of this Global Note

Changes in the principal amount of the European Global Note following (i) transfers of book-entry interests in the DTC Global Note to the European Global Note, (ii) transfers of book-entry interests in the European Global Note to the DTC Global Note, (ii) redemption of Notes or (iv) purchase and cancelation of Notes are entered in the second and third columns below.

Date made Reason for change in the principal amount of this Global Note* Amount of such change Initial Principal Amount or Principal Amount of this Global Note following such Change Notation on behalf of the Fiscal Agent

* State whether change following (1) transfer of book-entry interests in the DTC Global Note to the European Global Note, (2) transfer of book-entry interest in the European Global Note to the DTC Global Note, (3) redemption of Notes or (4) purchase and cancelation of Notes.

SCHEDULE B

Interest Payments in respect of this Global Note

The following payments of interest in respect of this Global Note and the Notes represented by this Global Note have been made:

Date Made Amounts of Interest due and payable Amount of Interest paid Notation made by or on behalf of the Fiscal Agent

[Reverse of Global Note]

Terms and Conditions of the Notes

1.   This Note is one of a duly authorized issue of debt securities of the Issuer (herein called the "Notes"), issued and to be issued in one or more series in accordance with a Fiscal Agency Agreement, dated as of [           ] (herein called the "Fiscal Agency Agreement"), between the Issuer and [   ], as Fiscal Agent (herein called the "Fiscal Agent", which term includes any successor fiscal agent under the Fiscal Agency Agreement), copies of which Fiscal Agency Agreement are on file and available for inspection at the offices of the Fiscal Agent at [   ] and, so long as the Notes are listed on the Luxembourg Stock Exchange and such Exchange shall so require, at the office of the Paying Agent hereinafter named in Luxembourg.

[   ]of the Fiscal Agent in [   ]and, so long as the Securities are listed on the Luxembourg Stock Exchange and such Exchange shall so require, at the office of the Paying Agent hereinafter named in Luxembourg.

The Notes constitute unconditional, direct and general obligations of the Issuer in accordance with their terms for their payment and performance.  The Notes shall rank pari passu with any present or future indebtedness of the Issuer represented by any unsubordinated and unsecured notes or bonds.

2.  The aggregate principal amount of the Notes is U.S. $[   ].  The Notes are issuable in authorized denominations of U.S. $__________ and any integral multiple thereof.

3.  (a)  The Issuer shall pay to the Fiscal Agent, on or prior to each Interest Payment Date and the Maturity Date (subject to (b) below), such amounts as are sufficient (with any amounts then held by the Fiscal Agent and available for the purpose) to pay the interest on, and the principal of the Notes due and payable on such Interest Payment Date, or Maturity Date, as the case may be. The principal of and interest on the Notes will be paid in such coin or currency of the United States as at the time of payment is legal tender for the payment of public and private debts. The Fiscal Agent shall apply the amounts so paid to it to the payment of such interest, and principal in accordance with the terms of the Notes.  Any monies paid by the Issuer to the Fiscal Agent for the payment of the principal of or interest on any Notes remaining unclaimed at the end of ten years or five years, respectively, after such principal or interest shall have become due and payable (whether at maturity, upon call for redemption or otherwise) shall then be repaid to the Issuer upon its written request, and upon such repayment all liability of the Fiscal Agent with respect thereto shall cease.  Any obligation the Issuer may have to pay the principal of such Notes shall terminate at the end of ten years after such principal shall have become due and payable.  Any obligation the Issuer may have to pay interest on such Notes shall terminate at the end of five years after such interest shall have become due and payable.

(b)  In any case where the Interest Payment Date or the Maturity Date shall be at any place of payment or at the place that is the financial center for the currency of payment a day on which banking institutions are authorized or obligated by law to close, then payment of principal or interest need not be made on such date at such place of payment but may be made on the next succeeding day at such place of payment that is not a day on which banking institutions are authorized or obligated by law to close in such place of payment or the financial center for the currency of payment, with the same force and effect as if made on the Interest Payment Date or the Maturity Date, as the case may be, and no interest shall accrue for the period after such date.

4.  Payment of the principal of and interest on the Notes made at the offices of the Fiscal Agent shall be subject in all cases to any fiscal or other laws and regulations applicable thereto.  Consequently, neither the Issuer nor any Paying Agent will make any additional payment in the event of a withholding tax being required in respect of any payment under or in connection with the Notes.  Neither the Issuer nor any Paying Agent shall be liable to any holder of Notes or other person for commissions, costs, losses, or expenses in relation to or resulting from such payments.

5.  Any notices to holders of Notes shall be given by delivery of the relevant notice to the relevant securities clearing system for communication by each of them to entitled participants, and so long as the Notes are listed on one or more stock exchanges and the rules of such stock exchange(s) so require, notices shall also be published in such manner as the rules of such stock exchange(s) may require.  If by reason of the suspension of regular mail service, or by reason of any other cause, it shall be impracticable to give notice to the holders of Notes in the manner prescribed herein, then such notification in lieu thereof as shall be made by the Issuer or by the Fiscal Agent on behalf of and at the instruction of the Issuer shall constitute sufficient provision of such notice, if such notification shall, so far as may be practicable, approximate the terms and conditions of the mailed notice in lieu of which it is given. Neither the failure to give notice nor any defect in any notice given to any particular holder of a Note shall affect the sufficiency of any notice with respect to other Notes.  Such notices will be deemed to have been given on the date of mailing.

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6.  If (a) the Issuer shall default in any payment of the principal of or interest on any of the Notes of this series and such default shall not be cured by payment thereof within 30 days, or (b) the Issuer shall default in the performance of any other covenant under any of the Notes of this series and such default shall continue for a period of 90 days after written notice thereof shall have been given to the Issuer at 100 boulevard Konrad Adenauer, L-2950 Luxembourg, Grand Duchy of Luxembourg, Facsimile No. 352-43-79-66299, Attention of Capital Markets Department, by the holders of not less than 25% in principal amount of all the Notes of this series at the time outstanding, or (c) a default, as defined in any instrument evidencing, securing or protecting any indebtedness for borrowed money of the Issuer, now or hereafter outstanding and maturing more than one year form the date of its creation, shall happen and the maturity of such indebtedness shall have been accelerated so that the same shall have become due and payable prior to the date on which the same would otherwise have become due and payable and such acceleration shall not have been rescinded or annulled, then, in any such case, the principal of all the Notes of this series then outstanding (if not already due) may be declared to be due and payable immediately by written notice given to the Issuer at 100 boulevard Konrad Adenauer, L-2950 Luxembourg, Grand Duchy of Luxembourg, Facsimile No. 352-43-79-66299, Attention of Capital Markets Department, by the holders of not less than a majority in principal amount of all the Notes of this series at the time outstanding.  If, at any time after the principal of all the Notes of this series shall have been so declared due and payable and before any judgment or decree for the payment of amounts due thereon shall have been entered, all arrears of interest upon all the Notes of this series and all other sums due in respect thereof, except any principal payments which shall not have matured by their terms, shall have been duly paid by the Issuer and all other defaults hereunder shall have been made good, the holders of not less than a majority in principal amount of all the Notes of this series then outstanding, by written notice given to the Issuer at 100 boulevard Konrad Adenauer, L-2950 Luxembourg, Grand Duchy of Luxembourg, Facsimile No. 352-43-79-66299, Attention of Capital Markets Department, may rescind such declaration, but no such rescission shall impair any right consequent on any subsequent default.

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7.  Upon the affirmative vote of the holders of not less than 66-2/3% in aggregate principal amount of the Notes of a series then outstanding represented at a meeting of holders of Notes of such series duly called and held or with the written consent of the holders of not less than 66-2/3% in aggregate principal amount of the Notes of a series at the time outstanding, the Issuer and the Fiscal Agent may modify any of the terms or provisions contained in the Notes of such series in any way, provided, however, that no such action may, without the consent of the holder of each Note of such series affected thereby, (A) change the due date for the payment of the principal of (or premium, if any) or any installment of interest on any Note of such series, (B) reduce the principal amount of any Note of such series, the portion of such principal amount which is payable upon acceleration of the maturity of such Note, the interest rate thereon or the premium payable upon redemption thereof, (C) change the coin or currency in which (unless required by law of the jurisdiction which issued such coin or currency) or the required places at which payment with respect to interest, premium or principal in respect of Securities of such series is payable, (D) shorten the period during which the Issuer is not permitted to redeem the Notes of such series, or permit the Issuer to redeem the Notes of such series if, prior to such action, the Issuer is not permitted so to do, or (E) reduce the proportion of the principal amount of Notes of such series the vote or consent of the holders of which is necessary to modify, amend or supplement the Fiscal Agency Agreement or the terms and conditions of the Notes of such series or to make, take or give any request, demand, authorization, directions, notice, consent, waiver or other action provided hereby or thereby to be made, taken or given.  Notwithstanding the foregoing, the Issuer and the Fiscal Agent may, without the vote or consent of any holder of Notes, amend the Fiscal Agency Agreement or the Notes of a series for the purpose of (v) adding to the covenants of the Issuer for the benefit of the holders of the Notes, (w) surrendering any right or power conferred upon the Issuer, (x) securing the Notes pursuant to the requirements of the Notes or otherwise, (y) curing any ambiguity, or curing, correcting or supplementing any defective provision thereof or (z) amending the Fiscal Agency Agreement or the Notes of Series in any manner that the Issuer and the Fiscal Agent reasonably determine is not inconsistent with the Notes of such series and does not adversely affect the interest of any holder or Notes of such series.

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8.  No reference herein to the Fiscal Agency Agreement and no provision of this Note or of the Fiscal Agency Agreement shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

9.  This Note shall be governed by, and interpreted in accordance with, the laws of the State of New York, except with respect to its authorization and execution by the Issuer which shall be governed by the Statute of the Issuer set forth in the Protocol annexed to the Treaty on the Functioning of the European Union, as amended and supplemented.

10.  As more fully set forth in the Fiscal Agency Agreement, the Issuer has appointed the Fiscal Agent as its authorized agent upon which process may be served in any action based on the Notes (other than actions brought under the United States Federal securities laws) which may be instituted in any State or Federal court in The City and State of New York by the holder of a Note.  Notwithstanding such appointment, any action based on the Notes may be instituted by the holder of a Note in any competent court of the jurisdiction in which the Issuer has its seat.

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EX-99.E

Exhibit E

FORM OF PROPOSED UNDERWRITING AGREEMENT

To the Representatives named in Schedule I hereto (the “Representatives”) of the Underwriters named in Schedule II hereto,

        As Representatives of the several Underwriters

Dear Sirs:

The European Investment Bank (the “Bank”) proposes to issue the principal amount of its securities identified in Schedule I hereto (the “Securities”).  The Securities are more fully described in the Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package and the Final Prospectus (each as defined in Section 1(a)).  The Securities are to be issued pursuant to a fiscal agency agreement (the “Fiscal Agency Agreement”), in the form filed as an exhibit to the Registration Statement, between the Bank and the Fiscal Agent named therein (the “Fiscal Agent”).

You have advised the Bank (i) that you and the firms and corporations named in Schedule II attached hereto (you and such firms and corporations being hereinafter called the “Underwriters”, which term shall also include any firm or corporation substituted for any Underwriter as provided for in Section 14; provided that if only the Representatives are named in Schedule II as underwriters, the terms Underwriters and Representatives as used herein shall each be deemed to refer to the same firm or firms), acting severally and not jointly, are willing to purchase, on the terms and conditions hereof and in Schedule I hereto, the respective principal amounts of the Securities set forth opposite the names of the Underwriters in Schedule II and (ii) that you are authorized, on behalf of yourselves and the other Underwriters, to enter into this Agreement.

1.           Certain Representations and Warranties by the Bank.  The Bank represents and warrants to each Underwriter that:

(a)           Registration Statement and Prospectus.  The Bank has filed with the Securities and Exchange Commission (the “Commission”) in Washington, D.C., a registration statement, the Registration Number of which is set forth in Schedule I hereto, which has become effective, for the registration under the Securities Act of 1933, as amended (the “Act”), of the Securities and other securities.  Such registration statement, as amended at the date of this Agreement, meets the requirements applicable to registration statements subject to Schedule B under the Act pursuant to Securities Act Releases No. 33-6240 and 33-6424 (the “Releases”), and complies in all other material respects with the Releases.  The Bank will file with the Commission pursuant to Rule 424(b) under the Act a supplement to the form of prospectus included in such registration statement relating to the Securities and the plan of distribution thereof and has previously advised you of all further information (financial, statistical and other) with respect to the Bank to be set forth therein.  The Bank has adequately disseminated the Basic Prospectus (as defined in Section 1(a)) to the public a reasonable period before the offering in accordance with the Releases.  In addition, the Bank will file with the Commission pursuant to Rule 433(d) under the Act within the time required by such Rule a final term sheet (the “Final Term Sheet”) in the form of Schedule IV hereto, containing solely a description of the Securities and the offering thereof, and will file promptly all other material required to be filed by the Bank with the Commission pursuant to Rule 433(d) under the Act. The Bank will not file any amendment to such registration statement or any such prospectus or any supplement to any such prospectus (including the Final Prospectus) on or after the date of this Agreement and prior to the termination of the Offering, except with the approval of the Representatives.  As used in this Agreement, “Applicable Time” means the time specified in Schedule I hereto on the date of this Agreement; “Issuer Free Writing Prospectus” means each “issuer free writing prospectus” as defined in Rule 433 under the Act prepared by or on behalf of the Bank or used or referred to by the Bank, each of which is listed on Schedule III.A. hereto, including the Final Term Sheet; “Registration Statement” as used with respect to a particular issue of the Securities, means the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Act as such section applies to the Bank and the Underwriters for the Securities pursuant to Rule 430C under the Act, including all exhibits, all documents then filed as a part thereof or incorporated or deemed to be incorporated by reference therein and any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 424(b) under the Act, to the extent such information is deemed, pursuant to Rule 430C under the Act, to be part of the registration statement at the effective time; “Basic Prospectus” means the prospectus in the form in which it appears in the Registration Statement; “Preliminary Final Prospectus” means a preliminary form of the Final Prospectus which shall be filed with the Commission pursuant to Rule 424(b) under the Act; “Final Prospectus” means the final prospectus in the form first used in connection with confirmation of sales of the Securities and in which it shall be filed with the Commission pursuant to Rule 424(b) under the Act; and “Pricing Disclosure Package” means, as of the Applicable Time, the Basic Prospectus, any Preliminary Final Prospectus, the Final Term Sheet and each other Issuer Free Writing Prospectus.  Any reference herein to the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus shall be deemed to refer to and include any documents incorporated by reference therein.

(b)           Accuracy of the Documents.

(i) Each part of the Registration Statement, as of the applicable effective date as to each such part of the Registration Statement, complied in all material respects with the provisions of the Act and the rules and regulations of the Commission thereunder and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading.  As of the date hereof, the Registration Statement complies in all material respects with the provisions of the Act and the rules and regulations of the Commission thereunder and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading.  At all times subsequent to the date hereof up to and including the Closing Date (as defined in Section 3), the Registration Statement, as amended as of any such time, will comply in all material respects with the provisions of the Act and the rules and regulations of the Commission thereunder and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading.

(ii) The Pricing Disclosure Package, as of the Applicable Time, did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

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(iii) When the Final Prospectus is first filed pursuant to Rule 424(b) under the Act and at all times subsequent thereto up to and including the Closing Date, the Final Prospectus or the Final Prospectus, as amended or supplemented, if the Bank shall have filed with the Commission any amendment thereof or supplement thereto, will comply in all material respects with the provisions of the Act and the rules and regulations of the Commission thereunder and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(iv) Each Issuer Free Writing Prospectus, if any, does not conflict with the information contained in the Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, and each such Issuer Free Writing Prospectus, when considered together with the Pricing Disclosure Package as of the Applicable Time, did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(v) None of the representations and warranties contained in this Section 1(b) shall apply to statements in, or omissions from, the Registration Statement, the Basic Prospectus, the Pricing Disclosure Package, the Preliminary Final Prospectus, the Final Prospectus or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, based upon and in conformity with information furnished as herein stated or otherwise furnished in writing to the Bank by or on behalf of any Underwriter for use in connection with the preparation of the Registration Statement, the Basic Prospectus, the Pricing Disclosure Package, any Preliminary Final Prospectus, the Final Prospectus or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus.

(c)           Material Changes.  Subsequent to the respective dates as of which information is given in the Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus and the Pricing Disclosure Package up to the date and time of this Agreement, there was no material adverse change in the condition, financial or other, of the Bank, other than changes arising from transactions in the ordinary course of the Bank’s operations and except as contemplated by the Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus and the Pricing Disclosure Package.

(d)           Issuance of the Securities.  On the Closing Date, the Securities will be duly and validly authorized and, when issued and delivered pursuant to the terms of this Agreement, will constitute valid, legally binding and unconditional, direct and general obligations of the Bank in accordance with their terms; the Securities will rank pari passu with any present or future indebtedness of the Bank represented by any unsubordinated and unsecured notes or bonds.  The Securities will conform in all material respects to the descriptions thereof contained in the Registration Statement, the Basic Prospectus, the Final Term Sheet, any other Issuer Free Writing Prospectus, any Preliminary Final Prospectus and the Final Prospectus; and neither the issuance or sale of the Securities nor the taking of any other action herein contemplated will result in a breach by the Bank of any terms of, or constitute a default under, any agreement or undertaking of the Bank, the Treaty on the Functioning of the European Union, as amended and supplemented from time to time (the “Treaty”) or the Statute of the Bank (the “Statute”) set forth in a Protocol annexed to the Treaty, as amended and modified.

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(e)           Status under the Act.  The Bank was not an “ineligible issuer”, as defined in Rule 405 under the Act, at each relevant time specified in Rule 405 under the Act in connection with the offering of the Securities.

(f)           Auditors. The auditors whose report with respect to financial statements that is or will be incorporated by reference in the Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus are independent with respect to the Bank under the rules and regulations adopted by the International Federation of Accountants.

2.           Purchase and Sale.

(a)           Subject to the terms and conditions and upon the representations and warranties herein set forth, the Bank agrees to sell to you and the other Underwriters, severally and not jointly, and you and such other Underwriters, severally and not jointly, agree to purchase from the Bank, at the purchase price set forth in Schedule I hereto, the respective principal amounts of Securities set forth opposite the names of the Underwriters in Schedule II hereto.

(b)           Each Underwriter covenants and agrees severally with the Bank that with respect to Securities in bearer form (if any):

(i) except to the extent permitted under U.S. Treasury Reg. § 1.163-5(c)(2)(i)(D) (the “D Rules”), (A) each Underwriter has not offered or sold, and during the restricted period will not offer or sell, Securities in bearer form to a person who is within the United States or its possessions or to a United States person, and (B) each Underwriter has not delivered and will not deliver within the United States or its possessions definitive Securities in bearer form that are sold during the restricted period;

(ii) each Underwriter has, and throughout the restricted period will have, in effect procedures reasonably designed to ensure that its employees or agents who are directly engaged in selling Securities in bearer form are aware that such Securities may not be offered or sold during the restricted period to a person who is within the United States or its possessions or to a United States person, except as permitted by the D Rules;

(iii) if it is a United States person, each Underwriter represents that it is acquiring the Securities in bearer form for purposes of resale in connection with their original issuance and if it retains Securities in bearer form for its own account, it will do so only in accordance with the requirements of U.S. Treasury Reg. § 1.163-5(c)(2)(i)(D)(6); and

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(iv) with respect to any affiliate of an Underwriter that acquires from such Underwriter Securities in bearer form for the purpose of offering or selling such Securities during the restricted period, such Underwriter will obtain from such affiliate for its benefit and the benefit of the Bank the representations and agreements contained in paragraphs (i), (ii) and (iii) of this Section 2(b).

Terms used in this Section 2(b) have the meanings given to them by the U.S. Internal Revenue Code of 1986, as amended, and the regulations thereunder, including the D Rules.  In addition, each Underwriter represents and agrees that neither it nor any of its affiliates has entered or will enter into any contractual arrangement with any person other than another Underwriter or an affiliate of an Underwriter with respect to the distribution or delivery by such person of the Securities, except with the prior written consent of the Bank.

(c)           Each Underwriter covenants and agrees with the Bank that with regard to the Securities:

(i) Upon authorization by the Representatives of the release of the Securities, the several Underwriters propose to offer the Securities for sale upon the terms and conditions set forth in the Pricing Disclosure Package and the Final Prospectus.

(ii) Each Underwriter severally represents and agrees with the Bank that it has not acquired, offered, sold or delivered and it will not offer, sell or deliver, directly or indirectly, any of the Securities or possess or distribute any Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or any other material relating to the offering of the Securities or the Bank, in or from any jurisdiction (including the U.S.) except in compliance with the applicable laws and regulations of any such jurisdiction, including the U.S. (including, without limitation, any prospectus delivery requirements or antifraud provisions) and which will not impose any obligations on the Bank except as contained in this Agreement.

(iii) Without prejudice to the provisions of Section 1(b) and 2(b)(i) and (ii) above and except for registration under the Act and compliance with the rules and regulations thereunder and the qualification of the Securities for offer and sale under the laws of such jurisdictions as the Representatives may designate pursuant to Section 7, the Bank shall not have any responsibility for, and each Underwriter severally agrees with the Bank that each such Underwriter and its respective affiliates will obtain, any consent, approval or authorization required by them for the purchase, offer, sale or delivery by them of any of the Securities under the laws and regulations in force in any jurisdiction to which they are subject or in or from which they make such purchase, offer, sale or delivery of any of the Securities.

(iv) The Underwriters acknowledge that other than the Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus and any document incorporated by reference therein, no other material or communication that may be used in connection with the offering of the Securities (the “Non-U.S. Offering Materials”) has been filed under the Act.  Accordingly, each Underwriter severally represents to and agrees with the Bank that it has not delivered or distributed and will not deliver or distribute within the United States or to any U.S. person (as such terms are defined in Regulation S under the Act) any Non-U.S. Offering Materials, except as permitted by the Act.

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3.           Closing on the Securities.  Delivery of and payment for the Securities shall be made on the date and at the time specified in Schedule I hereto, which date and time may be postponed by agreement between you, as Representatives of the Underwriters, and the Bank or as provided in Section 14 (such date and time of delivery and payment for the Securities being herein called the “Closing Date”).  Delivery of the Securities shall be made to the office specified in Schedule I hereto for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase prices thereof, to or upon the order of the Bank in the funds specified in Schedule I hereto.  The Securities shall be in the form provided in Schedule I.

4.           Prospectuses.  The Bank has caused to be delivered to the Underwriters an electronic copy of any Preliminary Final Prospectus and has consented to the use of such copy for the purposes permitted by the Act.  The Bank agrees to deliver to you, as Representatives of the Underwriters, without charge, from time to time during such period as the Final Prospectus (or, in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, an electronic copy of the Final Prospectus (and, in the event of any amendment or supplement to the Final Prospectus, of such amended or supplemented Final Prospectus).  If, at any time during the period in which the Bank is required to deliver an electronic copy of the Final Prospectus as provided in this Section 4, any event known to the Bank shall occur as a result of which the Final Prospectus as then amended or supplemented would contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in the light of the circumstances under which they are made when the Final Prospectus (or, in lieu thereof, the notice referred to in Rule 173(a) under the Act) is delivered to a purchaser, or it shall be necessary to amend or supplement the Final Prospectus to comply with law or with the rules and regulations of the Commission, the Bank, at its expense, will forthwith prepare and furnish to you for distribution to the Underwriters and dealers an electronic copy of an amendment or amendments or a supplement or supplements to the Final Prospectus which will so amend or supplement the Final Prospectus that as amended or supplemented it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements in the Final Prospectus not misleading in the light of the circumstances under which they are made when it is delivered to a purchaser, and will comply with law and with such rules and regulations.  The Bank authorizes the Underwriters, and all dealers to whom any Securities may be sold by the several Underwriters, to use the Final Prospectus, as from time to time amended or supplemented, in connection with the sale of Securities in accordance with applicable provisions of the Act and the applicable rules and regulations of the Commission thereunder for the period during which the Bank is required to deliver an electronic copy of the Final Prospectus as provided in this Section 4.

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5.           Free Writing Prospectuses.

(a)           Each Underwriter represents and agrees that (i) it has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Act without the prior consent of the Bank; provided that any Underwriter may prepare and use any “free writing prospectus” as defined in Rule 405 under the Act containing only the final terms of the Securities or their offering so long as such terms are included in the Final Term Sheet and otherwise in compliance with Rule 433 under the Act, and (ii) it will, pursuant to reasonable procedures developed in good faith, retain copies of each free writing prospectus used by it, in accordance with Rule 433 under the Act.

(b)           The Bank represents and agrees that (i) it has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Act without the prior consent of the Representatives other than the Final Term Sheet filed by the Bank pursuant to Section 1(a) hereof and (ii) it has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, retention where required and legending.  The Bank further agrees that if at any time following the issuance of an Issuer Free Writing Prospectus and prior to the expiration of the period in which the Bank is required to deliver an electronic copy of the Final Prospectus as provided in Section 4, any event known to the Bank shall occur as a result of which such Issuer Free Writing Prospectus would contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Bank will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to the Representatives for distribution to the Underwriters an Issuer Free Writing Prospectus or other document which will correct such statement or omission; provided, however, that this undertaking shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made based upon and in conformity with information furnished as herein stated or otherwise furnished in writing to the Bank by or on behalf of any Underwriter for use in connection with the preparation of such Issuer Free Writing Prospectus.

(c)           Any Issuer Free Writing Prospectus (including the Final Term Sheet) and such other “free writing prospectus” as defined in Rule 405 under the Act the use of which has been consented to as required pursuant to this Section 5 is listed on Schedules III.A. and III.B. hereto, respectively.

6.           Commission Proceedings as to Registration Statement.  The Bank agrees promptly to advise you, as Representatives of the Underwriters, (a) when the Final Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act, (b) when any amendment to the Registration Statement shall have been filed and/or become effective or any subsequent supplement to the Final Prospectus has been filed, (c) when any Issuer Free Writing Prospectus shall have been filed with the Commission pursuant to Rule 433(d) under the Act, (d) of any request by the Commission for any amendment to the Registration Statement or amendment of or supplement to the Final Prospectus or for additional information and (e) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Final Prospectus or any Issuer Free Writing Prospectus or of the initiation of any proceedings for that purpose.  The Bank will use every reasonable effort to prevent the issuance of such a stop order and, if any such order shall at any time be issued, to obtain the withdrawal thereof at the earliest possible moment.

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7.           Qualification and Listing.  The Bank will use its commercially reasonable efforts, when and as requested by you, to qualify the Securities or such portion thereof as you may request for offer and sale under the securities laws of any jurisdictions which you shall reasonably designate; provided, however, that the Bank shall not be obligated to take any action in connection with such qualification that would subject it to taxation or to service of process generally or require it to qualify as a dealer in securities or to do business in any jurisdiction where the Bank would not otherwise be so subject or required to qualify.  The Bank will make application for and use its commercially reasonable efforts to procure and maintain the listing of the Securities on the securities exchange or exchanges named in Schedule I and, if required, their registration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

8.           Statement of Profit and Loss.  The Bank agrees (a) to make generally available to its security holders a statement, in the English language, of profit and loss of the Bank for the twelve-month period beginning at the end of the fiscal year which ends after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act) as soon as practicable after the date thereof which will satisfy the provisions of Section 11(a) of the Act and (b) to advise you that such statement has been so made available.

9.           Expenses.  Unless otherwise agreed to by you, as Representatives of the Underwriters, and the Bank, the Bank agrees to pay all expenses in connection with (a) the preparation and filing of the Registration Statement (including all exhibits to the Registration Statement) and any Preliminary Final Prospectus, the Final Prospectus and any amendments thereof and supplements thereto, and any Issuer Free Writing Prospectus, and the furnishing of an electronic copy of each to the Underwriters, (b) the printing of this Agreement and the Fiscal Agency Agreement and the fees and expenses of the Fiscal Agent thereunder, (c) the fees paid to rating agencies for rating the Securities and (d) the fees and expenses in connection with qualifying, listing and registering the Securities as provided in Section 7.  It is understood that (except as provided in Sections 11(a), 11(c) and 16(d)) the Underwriters will pay their own costs and expenses (including the fees and disbursements of their counsel) and their out-of-pocket expenses in connection with the preparation of the Registration Statement and the advertising and other expenses connected with the public offering of the Securities; and the Bank agrees that on the Closing Date it will pay to you, for the respective accounts of the several Underwriters, up to the amount specified in Schedule I hereto toward reimbursement in part of such costs and expenses of the Underwriters.

10.           Further Information.  While any of the Securities are outstanding, the Bank will deliver to you copies of all reports and financial statements furnished to any national securities exchange in the United States pursuant to requirements of, or agreements with, any such exchange and to the Commission pursuant to the Exchange Act or any rules and regulations of the Commission thereunder.

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11.           Indemnities.

(a)           By the Bank.  The Bank agrees to indemnify and hold harmless each Underwriter against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act or any other statute or common law or otherwise, and to reimburse the Underwriters for any legal or other expenses incurred by them in connection with investigating any claims and defending any actions, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement as originally filed or in any amendment thereto, or in the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or the omission or alleged omission to state therein a material fact required to be stated therein or (in the case of the Registration Statement or any amendment thereto) necessary to make the statements therein not misleading or (in the case of the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus, as amended or supplemented, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act) necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the indemnity agreement contained in this Section 11(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with information furnished as herein stated or in writing to the Bank by or on behalf of any Underwriter for use in connection with the preparation of the Registration Statement or the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus or any amendment or supplement thereto, any Issuer Free Writing Prospectus filed or required to be filed pursuant to Rule 433(d) under the Act.

(b)           By the Underwriters.  Each Underwriter severally but not jointly and in respect of its own statements agrees, in the same manner and to the same extent as set forth in Section 11(a), to indemnify and hold harmless the Bank, all the Directors of the Bank, its duly authorized representative in the United States and the officials of the Bank who shall have signed the Registration Statement with respect to any statement in or omission from the Registration Statement or any amendment thereto, or in the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus, as amended or supplemented, or any Issuer Free Writing Prospectus, if such statement or omission was made in reliance upon and in conformity with information furnished as herein stated or otherwise furnished in writing to the Bank by or on behalf of such Underwriter for use in connection with the preparation of the Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus or any amendment or supplement thereto, or any Issuer Free Writing Prospectus.

(c)           General.  Each indemnified party will, promptly after the receipt of notice of the commencement of any action against such indemnified party in respect of which indemnity may be sought from an indemnifying party on account of an indemnity agreement contained in this Section 11, notify the indemnifying party in writing of the commencement thereof.  The omission of any indemnified party so to notify an indemnifying party of any such action shall not relieve the indemnifying party from any liability which it may have to such indemnified party on account of the indemnity agreement contained in this Section 11, and in addition shall not relieve the indemnifying party from any other liability which it may have to such indemnified party.  Except as provided below, in case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 11 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation.  Such indemnified party shall have the right to employ its own counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the employment of such counsel has been authorized by the indemnifying party in connection with the defense of such action, (ii) such indemnified party shall have been advised by such counsel that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party) and, in any case where the indemnified party is an Underwriter, such counsel has been retained by you as Representatives on behalf of the Underwriters, or (iii) the indemnifying party shall not have assumed the defense of such action and employed counsel therefor satisfactory to such indemnified party within a reasonable time after notice of commencement of such action, in any of which events such fees and expenses shall be borne by the indemnifying party.

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(d)           If the indemnification provided for in this Section 11 shall for any reason be unavailable to an indemnified party under Section 11(a) or 11(b) in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such proportion as shall be appropriate to reflect the relative benefits received by the Bank on the one hand and the Underwriters on the other from the offering of the Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Bank on the one hand and the Underwriters on the other with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations.  The relative benefits received by the Bank on the one hand and the Underwriters on the other with respect to such offering shall be deemed to be in the same proportion as the total net proceeds from the offering of the Securities (before deducting expenses) received by the Bank bear to the total underwriting discounts and commissions received by the Underwriters with respect to such offering, in either case as set forth in the table on the cover page of the Final Prospectus.  The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Bank or the Underwriters, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission.  The Bank and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section 11(d) were to be determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take into account the equitable considerations referred to herein.  The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section 11(d) shall be deemed to include, for purposes of this Section 11(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 11(d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  The Underwriters’ obligations to contribute as provided in this Section 11(d) are several in proportion to their respective underwriting obligations as set forth in Schedule II and not joint.

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(e)           Survival.  The respective indemnity and contribution agreements of the Bank and the Underwriters contained in this Section 11 and the representations and warranties of the Bank set forth in Section 1, shall remain operative and in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any Underwriter or the Bank or any such Director, representative or official, and shall survive the delivery of the Securities, and any successor of any Underwriter or of the Bank or of any such Director, representative or official, as the case may be, shall be entitled to the benefit of the respective indemnity and contribution agreements.

12.           Conditions to Underwriters’ Obligations.  The several obligations of the Underwriters hereunder are subject to the accuracy of and compliance with the representations and warranties of the Bank contained in Section 1 as of the date hereof and the Closing Date (and the Bank shall be deemed expressly to have represented and warranted as of the Closing Date that the representations and warranties contained in Section 1 are true and correct and that it has complied with such representations and warranties), and to the following further conditions:

(a)           Filings; No Stop Order.  The Final Prospectus shall have been filed in the manner and within the time period required by Rule 424(b) under the Act; the Final Term Sheet, each other Issuer Free Writing Prospectus and any other material required to be filed by the Bank pursuant to Rule 433(d) under the Act shall have been filed, to the extent required, with the Commission within the applicable time periods prescribed for such filings by Rule 433 under the Act; and no stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall be in effect on the Closing Date, and no proceedings for the issuance of such orders shall be pending or, to the knowledge of the Bank or you, threatened by the Commission at that date.

(b)           Opinion of the Bank.  The Bank shall have furnished to you, as Representatives of the Underwriters, the opinion, addressed to the Underwriters and dated the Closing Date, of the Bank, acting through its Legal Department, which opinion may be given in reliance on opinions of other counsel satisfactory to you and in particular, with respect to matters of the law of the United States or any state thereof, may be given in reliance on the opinion of Cravath, Swaine & Moore LLP referred to in Section 12(c), to the effect that:

(i) The Treaty, including the Statute of the Bank, has been duly executed and ratified by The Kingdom of Belgium, The Republic of Bulgaria, The Czech Republic, The Kingdom of Denmark, The Federal Republic of Germany, The Republic of Estonia, The Hellenic Republic, The Kingdom of Spain, The French Republic, Ireland, The Italian Republic, The Republic of Cyprus, The Republic of Latvia, The Republic of Lithuania, The Grand Duchy of Luxembourg, The Republic of Hungary, The Republic of Malta, The Kingdom of the Netherlands, The Republic of Austria, The Republic of Poland, The Portuguese Republic, The Republic of Romania, The Republic of Slovenia, The Slovak Republic, The Republic of Finland, The Kingdom of Sweden and The United Kingdom of Great Britain and Northern Ireland (the “Member States”) and constitutes a legally binding obligation of the Member States under international law.

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(ii) The Securities have been duly and validly authorized; the Securities have been duly and validly issued; the Securities and all the covenants therein contained constitute or will constitute valid, legally binding and unconditional, direct and general obligations of the Bank in accordance with their terms; the Securities will rank pari passu with any present or future indebtedness of the Bank represented by any unsubordinated and unsecured notes or bonds; and the Securities conform in all material respects to the descriptions thereof contained in the Final Prospectus.

(iii) This Agreement has been duly authorized, executed and delivered by the Bank.

(iv) The Fiscal Agency Agreement has been duly authorized, executed and delivered by the Bank and is the valid and legally binding agreement of the Bank.

(v) Any action by any Underwriter based on this Agreement and any action by a holder of a Security based on the Securities may be instituted against the Bank in any competent court in the jurisdiction in which the Bank has its seat, which is, on the Closing Date, Luxembourg, Grand Duchy of Luxembourg.

(vi) The Registration Statement, as amended, the Final Prospectus, as amended or supplemented, any Issuer Free Writing Prospectus and their filing with the Commission have been duly authorized by and on behalf of the Bank and the Registration Statement, as amended, has been duly signed, pursuant to such authorization, by and on behalf of the Bank, and the information in the Registration Statement, as amended, the Final Prospectus, as amended or supplemented, and any Issuer Free Writing Prospectus stated on the authority of the President of the Bank has been stated by him in his official capacity as President thereunto duly authorized by the Bank; and all statements in the Registration Statement, as amended, the Final Prospectus, as amended or supplemented, and any Issuer Free Writing Prospectus with respect to the provisions of the Treaty and the Statute are true and correct (except that no opinion need be expressed as to the statements in the Registration Statement, the Final Prospectus or any Issuer Free Writing Prospectus with respect to the laws of the Member States).

(vii) The Treaty provides that the Court of Justice of the European Union in Luxembourg (the “European Court of Justice”) has exclusive jurisdiction in certain cases involving the fulfillment by Member States of their obligations under the Statute and the lawfulness of measures adopted by the Board of Governors and the Bank’s Board of Directors.  Subject to the foregoing exclusive jurisdiction of the European Court of Justice, any litigation between the Bank and its creditors or debtors, including any claims based on guarantees made by Member States, may be determined by competent national courts.  The property and assets of the Bank within the Member States are not, except by judicial decision and with the authorization of the European Court of Justice, subject to the attachment or seizure by the way of execution.

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(c)           Opinion and Letter of United States Counsel for the Bank.  The Bank shall furnish to you, as representatives of the Underwriters, the opinion and letter, addressed to the Underwriters and dated the Closing Date, of Cravath, Swaine & Moore LLP, United States counsel for the Bank, which opinion and letter shall be satisfactory in form and substance to you and may be given in reliance on opinions of the Bank, acting through its Legal Department, and of other counsel satisfactory to you and in particular, with respect to matters of the law of the Union and the Member States, may be given in reliance on the opinion of the Bank, acting through its Legal Department, referred to in Section 12(b), to the effect stated in subparagraphs (i), (ii) (except the fourth clause thereof), (iii), (iv) and (vi) (except that no opinion need be expressed as to the statements in the Registration Statement, the Final Prospectus and any Issuer Free Writing Prospectus with respect to the laws of the Member States) of Section 12(b), to the effect that (i) the Registration Statement (and any amendment thereto relating to the Securities) has become effective and is effective under the Act, (ii) each part of the Registration Statement, as amended, when such part became effective, each amendment thereto relating to the Securities, when such amendment became effective, the Final Prospectus, as of its issue date, and each amendment or supplement to the Final Prospectus, as of the issue date of such amendment or supplement, complied as to form in all material respects with the requirements of the Act and the rules and regulations of the Commission thereunder (except that no opinion need be expressed as to financial statements, statistics and financial data), and the Securities are registered under the Act, and (iii) based on such counsel’s correspondence and participation in conferences with officials of the Bank, including the above-mentioned counsel within the Legal Department of the Bank, and their examination of specified documents, they have no reason to believe that (A) any part of the Registration Statement (or any amendment thereto relating to the Securities), as of the applicable effective date as to such part of the Registration Statement, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein as necessary to make the statements therein not misleading, (B) the Pricing Disclosure Package, as of the Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (C) the Final Prospectus, as of the issue date, contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or (D) the Final Prospectus (or the Final Prospectus as amended or supplemented, if so amended or supplemented), as of the Closing Date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein as necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

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(d)           Opinions of Counsel for the Underwriters.  You shall have received the opinion and letter of Sullivan & Cromwell LLP, counsel for the Underwriters, addressed to the Underwriters and dated the Closing Date, with respect to the Treaty, the validity of the Securities, the Registration Statement, the Final Prospectus, this Agreement, the Fiscal Agency Agreement and such other related matters as you may require.  Such opinion and letter may, with respect to matters of the law of the Union and the Member States, be given in reliance on the opinion of the Bank, acting through its Legal Department, referred to in Section 12(b).

(e)           Letter of Independent Auditors.  On the Closing Date, you shall have received a letter, dated the date of delivery thereof, in form and substance satisfactory to you.

(f)           Determination by Representatives.  In the event that the letter referred to in Section 12(e) sets forth any change, decrease or loss, you, as Representatives of the Underwriters, in your sole discretion, shall have determined, after discussion with officials of the Bank responsible for financial and accounting matters and with KPMG, that such change, decrease or loss does not reflect a material adverse change in the capital or borrowings of the Bank as compared with amounts shown in the latest financial statements included in the Final Prospectus, or a material adverse change in the financial position of the Bank from that set forth by such financial statements.

(g)           Agent for Service of Process.  The Fiscal Agent shall have accepted its appointment as authorized agent of the Bank upon which process may be served in any action by any Underwriter, and arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City.

(h)           Miscellaneous.  The Bank shall have taken, at or prior to the Closing Date, all other action, if any, which the Registration Statement (or any amendment thereto relating to the Securities) or the Final Prospectus (as amended or as supplemented) states that the Bank will take prior to or concurrently with the issuance and sale of the Securities, and all agreements herein contained to be performed on the part of the Bank at or prior to the Closing Date shall have been so performed.

If any of the conditions specified in this Section 12 shall not have been fulfilled when and as required by this Agreement, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by you on behalf of the Underwriters.  Notice of such cancellation shall be given to the Bank in writing, or by cable or telephone confirmed in writing.

In addition, at the Closing Date, the Bank shall deliver:

(i) a certificate, dated as of the Closing Date and signed by one or more authorized officers of the Bank’s Office of the Secretary General, certifying, in their capacity as officers and on behalf of the Bank, that (A) the Bank, acting on the basis of a global borrowing authorization adopted by the Bank’s Board of Directors and resolutions adopted by the Management Committee, has duly and validly authorized the issuance, sale and delivery of the Securities in accordance with the Underwriting Agreement and the Fiscal Agency Agreement, (B) the Securities have been registered with the United States Securities and Exchange Commission and (C) they believe on the basis of facts within their knowledge that, (i) each part of the Registration Statement (and any amendment thereto relating to the Securities), when such part (or amendment) became effective, did not contain, and on the Closing Date does not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Final Prospectus, as of its issue date, did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Final Prospectus (as amended or supplemented, if so amended or supplemented), as of the Closing Date, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iv) the Pricing Disclosure Package, as of the Applicable Time, did not contain, and on the Closing Date, does not contain, any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and

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(ii) a certificate, dated as of the Closing Date and signed by one or more authorized officers of the Bank, (A) attaching (1) a copy of the global borrowing authorization adopted by the Bank’s Board of Directors referred to in Section 12(h)(i)(A), (2) a list of the officers authorized to sign on behalf of the Bank and specimens of their signatures, and (3) a true and complete specimen of the global security representing the Securities and (B) stating that the Securities, the Underwriting Agreement, the Fiscal Agency Agreement and each certificate or document signed and delivered at the Closing Date on behalf of the Bank have been signed and delivered by officers of the Bank thereunto duly authorized.

13.           Cancellation of Agreement.  In the event that prior to the Closing Date (a) trading in securities on the New York Stock Exchange generally, or in securities of the Bank in particular, shall have been suspended, or minimum prices established by the New York Stock Exchange, or any new restrictions on transactions in securities shall have been established by the New York Stock Exchange or by the Commission or by any other United States Federal or State agency or by any action of the United States Congress or by executive order to such a degree as, in your judgment as the Representatives, to affect materially and adversely the marketing of the Securities or (b) existing financial, political or economic conditions in Europe, the United States or elsewhere shall have undergone any change which, in your judgment as the Representatives, would materially and adversely affect the market for the Securities, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by you, as the Representatives, without liability on the part of any Underwriter to the Bank or of the Bank to any Underwriter, subject to Section 11(e).  Notice of such cancellation shall be given to the Bank in writing, or by cable or telephone confirmed in writing.

14.           Substitution of Underwriters.  If any one or more of the Underwriters shall fail or refuse on the Closing Date to purchase and pay for the respective Securities which it or they have agreed to purchase hereunder and if the aggregate principal amount of such Securities which all Underwriters so defaulting shall have agreed but failed to purchase does not exceed 20% of the aggregate principal amount of Securities set forth in Schedule II hereto, the non-defaulting Underwriters shall become obligated severally to purchase and pay for (in addition to the principal amounts of the Securities to be delivered to them on the Closing Date) the aggregate respective principal amounts of such Securities which all such defaulting Underwriters had agreed to purchase.  Such principal amount of such Securities shall be purchased by such non-defaulting Underwriters in the respective proportions which the aggregate principal amount of Securities set opposite the name of each non-defaulting Underwriter in Schedule II bears to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters.  If the principal amount of such Securities which all Underwriters so defaulting shall have agreed but failed to purchase exceeds 20% of the aggregate principal amount of Securities set forth in Schedule II hereto either you, as the Representatives or the Bank shall have the right within 48 hours thereafter to procure one or more of the other Underwriters or any other purchasers acceptable to both you and the Bank to purchase from the Bank, in such amounts as may be agreed upon and upon the terms herein set forth, all the Securities which the defaulting Underwriter or Underwriters so agreed to purchase; provided, however, that in making such arrangements to purchase all such Securities, either you or the Bank, as the case may be, may request the non-defaulting Underwriters and the non-defaulting Underwriters shall thereupon become obligated severally to purchase and pay for (in addition to the other Securities which they are obligated to purchase hereunder or pursuant to the arrangements made hereunder) principal amounts of Securities not in excess of 20% of the respective aggregate principal amounts of Securities set opposite the names of such non-defaulting Underwriters in Schedule II and in the respective proportions which such amounts in Schedule II bear to the aggregate principal amount of such Securities so set forth opposite the names of all such non-defaulting Underwriters.  If during such 48 hours neither you, as the Representatives, nor the Bank shall have made such arrangements for the purchase of the Securities agreed to be purchased by the defaulting Underwriter or Underwriters, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or of the Bank.  In the event of a default by any Underwriter or Underwriters as set forth in this Section 14, the Closing Date shall be postponed for such period, not exceeding seven calendar days, as you, as the Representatives, and the Bank shall determine in order that the required changes in the Registration Statement and in the Final Prospectus or in any other documents or arrangements may be effected.  Any action taken under this Section 14 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

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15.           Information Furnished by Underwriters.  Certain statements set forth in the Final Prospectus on the cover page and under the caption “Underwriters” which relate to the terms of the offering of the Securities and to the Underwriters constitute information furnished in writing by you, on behalf of the several Underwriters, for inclusion therein, and you, as the Representatives, confirm that such statements are correct.

16.           Miscellaneous.

(a)           Except as in this Agreement otherwise provided, (i) whenever notice is required by the provisions of this Agreement to be given to the Bank, such notice shall be in writing, or by cable confirmed in writing, addressed to the President of the Bank, 100, Boulevard Konrad Adenauer, L—2950 Luxembourg, Grand Duchy of Luxembourg, and (ii) whenever notice is required by the provisions of this Agreement to be given to you, as the Representatives, such notice shall be in writing, or by cable or telephone confirmed in writing, addressed to you at the address set forth in Schedule I hereto.

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(b)           The Bank agrees to furnish to each of you, without charge, an electronic copy of the Registration Statement and each amendment thereto, including all financial statements and exhibits thereto, and to furnish to each of the other Underwriters, without charge, an electronic copy of the Registration Statement and each amendment thereto, including such financial statements but without exhibits.

(c)           This Agreement is made solely for the benefit of the several Underwriters and the Bank and their respective successors and assigns and (to the extent provided in Section 11) any controlling person referred to in Section 11 and all the Directors of the Bank, its duly authorized representative in the United States and the officials of the Bank who shall have signed the Registration Statement, and their respective successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement.  The term “successor” or the term “successors and assigns” as used in this Agreement shall not include any purchaser of any Securities, as such purchaser, from any of the Underwriters.

(d)           If this Agreement shall be canceled or terminated by the Underwriters on any of the grounds referred to or specified in Section 13, or because of any failure or refusal on the part of the Bank to comply with the terms or to fulfill any of the conditions of this Agreement, the Bank will reimburse the Underwriters severally for all their out-of-pocket expenses (including the fees and expenses of their counsel) reasonably incurred by them.

(e)           Section headings have been inserted in this Agreement as a matter of convenience or reference only and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement.

(f)           This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, except with respect to its authorization and execution by the Bank, which shall be governed by the Treaty and the Statute.

17.           Consent to Service of Process.

(a)           The Bank hereby appoints the Fiscal Agent under the Fiscal Agency Agreement as its authorized agent (the “Authorized Agent”) upon whom process may be served in any action arising out of or based upon this Agreement which may be instituted in any State or Federal court in New York City by any Underwriter and expressly accepts the jurisdiction of any such court in respect of such action.  Such appointment shall be irrevocable so long as any of the Securities remain outstanding unless and until the appointment of a successor Fiscal Agent as the Bank’s Authorized Agent and such successor Fiscal Agent’s acceptance of such appointment.  The Bank will take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment or appointments in full force and effect as aforesaid.  Service of process upon the Authorized Agent and written notice of such service to the Bank (mailed or delivered to the President at the seat of the Bank) shall be deemed, in every respect, effective service of process upon the Bank.

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(b)           Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any Underwriter in any competent court of the jurisdiction in which the Bank has its seat.

(c)           The Bank hereby waives irrevocably (to the extent permitted by law) any immunity from jurisdiction or execution to which it or its property might otherwise be entitled in any action arising out of or based upon this Agreement which may be instituted by any Underwriter in any State or Federal court in New York City or in any competent court of the jurisdiction in which the Bank has its seat.  Notwithstanding the foregoing, the property and assets of the Bank within the Member States are not subject to attachment or to seizure by way of execution without the authorization of the Court of Justice of the European Union.

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Please confirm that you are acting on behalf of yourselves and the other several Underwriters and that the foregoing correctly sets forth the agreement between the Bank and the several Underwriters.

Very truly yours,

EUROPEAN INVESTMENT BANK

By:

By:

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Acting on behalf of ourselves and the other several Underwriters named in Schedule II attached to the foregoing letter, we hereby confirm as of the date hereof that such letter correctly sets forth the agreement between the Bank and the several Underwriters. 

By:

By:

By:

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SCHEDULE I

Date of Underwriting Agreement:

Applicable Time:

Registration Statement Number:

Representatives:

Title:

Principal Amount:

Maturity:

Interest Rate:

Currency of Security:

Interest Payment Dates:

Record Dates:

Combined Underwriting and Management Commission and Selling Concession:

Purchase Price:

Public Offering Price:

Currency of Payment:

Method of Payment of Purchase Price:

Ratings:

Funds for Payment of Purchase Price:

Sinking Fund Provisions:

Redemption Provisions:

Form of Security:

Denomination:

Closing Date, Time and Location:

Securities Exchange for Listing:

Underwriters’ Expense Reimbursement:

Notices to Underwriters:

SCHEDULE II

Name and Address of Underwriter	Principal Amount of Securities to be Purchased
Total

SCHEDULE III

A.  Pricing Disclosure Package

[list the Basic Prospectus, any Preliminary Final Prospectus, the Final Term Sheet and each Issuer Free Writing Prospectus]

B.  Other Free Writing Prospectuses Consented to as required under Section 5 Hereof

SCHEDULE IV

European Investment Bank

Form of Final Term Sheet

Issuer:	European Investment Bank
Ratings:
Currency/Size:
Settlement:
Maturity:
Interest Payment Dates:
Coupon:	% (semi-annual)
Reoffer:	%
Underwriting Commissions:	%
Yield:	%
Benchmark:
Spread:
Denomination[s]:
Lead[s]:
Co-lead[s]:
Governing Law:

[The Notes are expected to be listed on the Luxembourg Stock Exchange]

You can access the prospectus for the registration statement at the following website:

[insert active hyperlink to prospectus]

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates.  Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.  You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.  Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling [insert number].

EX-99.F

Exhibit F

[Letterhead of]

KPMG Audit S.à r.l.

CONSENT OF INDEPENDENT AUDITORS

The Board of Directors

European Investment Bank:

We consent to the use of:

·   (i) our reports dated March 10, 2011, with respect to the unconsolidated financial statements and consolidated financial statements of the European Investment Bank as at December 31, 2010 (both prepared in accordance with the general principles of the Directive 86/635/EEC of the Council of the European Communities of December 8, 1986 as amended by Directive 2001/65/EC of September 27, 2001, by Directive 2003/51/EC of June 18, 2003 and by Directive 2006/46/EC of June 14, 2006 (the “Directives”)), incorporated herein by reference and (ii) our report dated March 10, 2011, with respect to the consolidated financial statements of the European Investment Bank as at December 31, 2010 prepared under International Financial Reporting Standards as adopted by the European Union, incorporated herein by reference; and

·   (i) our reports dated March 11, 2010, with respect to the unconsolidated financial statements and consolidated financial statements of the European Investment Bank as at December 31, 2009 (both prepared in accordance with the general principles of the Directives), incorporated herein by reference and (ii) our report dated March 11, 2010, with respect to the consolidated financial statements of the European Investment Bank as at December 31, 2009 prepared under International Financial Reporting Standards as adopted by the European Union, incorporated herein by reference.

We also consent to the reference to our firm under the heading “Experts” in the prospectus.

Luxembourg, September 29, 2011

KPMG Audit S.à r.l.
	/s/ Emmanuel Dollé
	Emmanuel Dollé

EX-99.G

Exhibit G

[Letterhead of]

EUROPEAN INVESTMENT BANK

CONSENT

We hereby consent to the references to the Legal Department of the European Investment Bank under the heading “Legal Opinions” in the Registration Statement and related prospectus of the European Investment Bank for the registration of $15,000,000,000 of debt securities filed by the European Investment Bank with the Securities and Exchange Commission of the United States.

EUROPEAN INVESTMENT BANK

/s/ Nicola Barr	/s/ Richard Schnopfhagen
Nicola Barr Director	Richard Schnopfhagen Head of Division

Luxembourg, September 29, 2011

EX-99.H

Exhibit H

[Letterhead of]

CRAVATH, SWAINE & MOORE LLP

[London Office]

September 29, 2011

European Investment Bank

Registration Statement Pursuant to Schedule B

We hereby consent to the use of our name and the making of the statements with respect to us which are set forth under the captions “Taxation—United States Taxation” and “Legal Opinions” in the Registration Statement filed pursuant to Schedule B by the European Investment Bank with the Securities and Exchange Commission of the United States.

In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.

Very truly yours,

/s/ Cravath, Swaine & Moore LLP

EX-99.I

Exhibit I

[Letterhead of]

EUROPEAN INVESTMENT BANK

The Underwriters named in Schedule II

to the Underwriting Agreement dated

[date], between the

European Investment Bank and such

Underwriters,

In care of

[Lead Manager]

Luxembourg, [date]

Dear Ladies and Gentlemen,

This opinion is given by the European Investment Bank (the “Bank”) acting through its Legal Department.

Counsel within the Legal Department of the Bank have examined the provisions of (i) the Fiscal Agency Agreement dated as of [date] (the “Fiscal Agency Agreement”) between the Bank and [fiscal agent], as fiscal agent, relating to the issue of (inter alia) [description of securities] (the “Securities”) of the Bank and (ii) the Underwriting Agreement dated as of [date] (the “Underwriting Agreement”), between the Bank and the several Underwriters named in Schedule II thereto (the “Underwriters”), providing for the sale by the Bank to the Underwriters severally, of the respective principal amounts of the Securities therein specified.  Capitalized terms used but not defined herein shall have the meanings given to such terms in the Underwriting Agreement, unless the context otherwise requires.

Counsel within the Legal Department of the Bank have examined the proceedings taken by the Bank to authorize, among other things, (i) the signing of the Fiscal Agency Agreement, (ii) the signing of the Underwriting Agreement, (iii) the issue of the Securities, (iv) the sale of the Securities to the Underwriters in accordance with the Underwriting Agreement and (v) the registration of the Securities under the United States Securities Act of 1933, as amended.

Counsel within the Legal Department of the Bank have examined the registration statement on Schedule B (Registration No. [number]), as amended to the date hereof (the “Registration Statement”) and the Prospectus Supplement dated [date] (together with the Prospectus dated [date], the “Prospectus”).

Counsel within the Legal Department of the Bank have examined copies of such other documents and have made such investigations as they have deemed necessary to give this opinion.

Counsel within the Legal Department of the Bank have consulted with Cravath, Swaine & Moore LLP, London, England and have, with your consent, in giving this opinion relied on their advice as to matters of the Federal law of the United States or laws of the state of New York.  Cravath, Swaine & Moore LLP and Sullivan & Cromwell LLP are authorized to rely on this opinion.

Based on the foregoing, counsel within the Legal Department of the Bank are of opinion as follows:

1.           The Treaty on the Functioning of the European Union, establishing, inter alia, the Bank, as amended and supplemented from time to time (the “Treaty”), including the Statute of the Bank set forth in a protocol annexed to the Treaty, as amended (the “Statute”), has been duly executed and ratified by all the member states of the European Union (the “Member States”) and constitutes a legally binding obligation of the Member States under international law.

2.           The Securities have been duly and validly authorized; the Securities have been duly and validly issued; the Securities and all the covenants therein contained constitute or will constitute valid, legally binding and unconditional, direct and general obligations of the Bank in accordance with their terms; the Securities will rank pari passu with any present or future indebtedness of the Bank represented by any unsubordinated and unsecured notes or bonds; and the Securities conform in all material respects to the description thereof contained in the Prospectus.

3.           The Underwriting Agreement has been duly authorized, executed and delivered by the Bank.

4.           The Fiscal Agency Agreement has been duly authorized, executed and delivered by the Bank and is a valid and legally binding agreement of the Bank.

5.           Any action by any Underwriter based on the Underwriting Agreement and any action by a holder of a Security based on the Securities may be instituted against the Bank in any competent court in the jurisdiction in which the Bank has its seat, which is, as of the date hereof, Luxembourg, Grand Duchy of Luxembourg.

6.           The Registration Statement, as amended, the Final Prospectus, as amended or supplemented, any Issuer Free Writing Prospectus and their filing with the United States Securities and Exchange Commission have been duly authorized by and on behalf of the Bank.  The Registration Statement, as amended, has been duly signed, pursuant to such authorization, by and on behalf of the Bank, and the information in the Registration Statement, as amended, the Final Prospectus, as amended or supplemented, and any Issuer Free Writing Prospectus stated on the authority of the President of the Bank has been stated by him in his official capacity as President thereunto duly authorized by the Bank.  All statements in the Registration Statement, as amended, the Final Prospectus, as amended or supplemented, and any Issuer Free Writing Prospectus with respect to the provisions of the Treaty and the Statute are true and correct (except that no opinion is expressed as to the statements in the Registration Statement, the Final Prospectus or any Issuer Free Writing Prospectus with respect to the laws of the Member States).

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7.           The Treaty provides that the Court of Justice of the European Union in Luxembourg (the “Court of Justice”) has exclusive jurisdiction in certain cases involving the fulfilment by Member States of their obligations under the Statute and the lawfulness of measures adopted by the Bank’s Board of Governors and the Bank’s Board of Directors.  Subject to the foregoing exclusive jurisdiction of the Court of Justice, any litigation between the Bank and its creditors or debtors, including claims based on guarantees made by Member States, may be determined by competent national courts.  The property and assets of the Bank within the Member States are not, except by judicial decision and with the authorization of the Court of Justice, subject to attachment or to seizure by way of execution.

 Yours faithfully,

EUROPEAN INVESTMENT BANK

[First signatory] [Second signatory]

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