Division 2 In respect of the Verbundbank, Germany undertakes that:

1. a))

   A stand-alone solution will not be pursued for the Verbundbank.

2. b))

   As set out under II.2 of the framework agreement of 23 June 2011 (i.e. the Eckpunktevereinbarung), responsibility for the Verbundbank will be transferred from WestLB to the savings bank associations and savings bank finance group by 30 June 2012 at the latest. The limitation of the business activities and scope described in the restructuring plan notified on 30 June 2011 will apply during the whole restructuring period, i.e. until 31 December 2016. This commitment will cease if a subsequent solution is found, such as the sale of the Verbundbank or its incorporation into another (Landes-) bank (particularly in the case of 2c)).

3. c))

   Subject to a positive outcome of due diligence, Landesbank Hessen-Thüringen (Helaba) intends to make itself available as a ‘docking partner’ for the Verbundbank.

4. d))

   All parties will implement the commitments under the framework agreement unchanged and on time so as to ensure sufficient transactional certainty, in particular with regard to the object of the transaction and ‘zero company value’, and transferral of the Verbundbank will be implemented by 30 June 2012 at the latest^f1.

5. e))

   The company's value will be established on time by the auditor and all parties will respect the result on the basis of the framework agreement of 23 June 2011.

6. f))

   The Land NRW will in future not have any ownership position in the Verbundbank, acquire shares in it or otherwise financially support it. Any transfer of the giro centre function (Girozentralfunktion) by the Land NRW will not be deemed as support in this respect.

The above commitments will remain subject to the conditions and effectiveness requirements set out in section VIII of the framework agreement of 23 June 2011.