SUPPLEMENTAL AGREEMENT Dated as of February 25, 2003 TO THE FISCAL AGENCY AGREEMENT AMONG DEVELOPMENT BANK OF JAPAN JAPAN THE BANK OF TOKYO-MITSUBISHI, LTD., LONDON BRANCH Fiscal Agent and Principal Paying Agent BANK OF TOKYO- MITSUBISHI TRUST COMPANY...

EXHIBIT 5.D.

SUPPLEMENTAL AGREEMENT

Dated as of February 25, 2003

TO

THE FISCAL AGENCY AGREEMENT

AMONG

DEVELOPMENT BANK OF JAPAN

JAPAN

THE BANK OF TOKYO-MITSUBISHI, LTD., LONDON BRANCH

Fiscal Agent

and

Principal Paying Agent

BANK OF TOKYO-MITSUBISHI TRUST COMPANY

U.S. Representative of the Fiscal Agent

AND

BANK OF TOKYO-MITSUBISHI (LUXEMBOURG) S.A.

Paying Agent

Dated as of December 6, 2002

¥30,000,000,000

1.70% Japanese Yen Guaranteed Bonds due September 20, 2022

This SUPPLEMENTAL AGREEMENT TO THE FISCAL AGENCY AGREEMENT is made as of February 25, 2003, in New York, New York, United States of America, among the DEVELOPMENT BANK OF JAPAN (the “Issuer”), JAPAN, THE BANK OF TOKYO-MITSUBISHI, LTD., LONDON BRANCH, a corporation organized and existing under the laws of Japan, as Fiscal Agent and Principal Paying Agent (the “Fiscal Agent”), BANK OF TOKYO-MITSUBISHI TRUST COMPANY, a banking corporation organized and existing under the laws of the State of New York, as U.S. Representative of the Fiscal Agent (the “U.S. Representative of the Fiscal Agent”), and BANK OF TOKYO-MITSUBISHI (LUXEMBOURG) S.A., a corporation organized and existing under the laws of Luxembourg, as Paying Agent (the “Paying Agent”).

WHEREAS the Issuer, Japan, the Fiscal Agent, the U.S. Representative of the Fiscal Agent and the Paying Agent have entered into a Fiscal Agency Agreement, dated as of December 6, 2002 (the “Fiscal Agency Agreement”), relating to ¥75,000,000,000 aggregate principal amount of the Issuer’s 1.70% Japanese Yen Guaranteed Bonds due September 20, 2022 (the “Initial Securities”);

WHEREAS the Issuer proposes to issue on or about February 28, 2003 an additional ¥30,000,000,000 principal amount of its 1.70% Japanese Yen Guaranteed Bonds due September 20, 2022 (the “Additional Securities”) having terms identical, except as set forth below, to those of the Initial Securities; and

WHEREAS the Issuer, Japan, the Fiscal Agent, the U.S. Representative of the Fiscal Agent and the Paying Agent have agreed to supplement the Fiscal Agency Agreement in accordance with Section 10 thereof to provide that its terms and provisions shall govern the Additional Securities.

NOW, THEREFORE, the Issuer, Japan, the Fiscal Agent, the U.S. Representative of the Fiscal Agent and the Paying Agent hereby agree as follows:

1.    THE ADDITIONAL SECURITIES. The Additional Securities shall initially be issued in the form of (1) one or more fully registered global securities registered in the name of Cede & Co., as the nominee of The Depository Trust Company, New York (“DTC”) (the “Additional DTC Global Securities”), and (2) one fully registered global security registered in the name of TOKYOTRUST NOMINEES LIMITED, as the nominee of The Bank of Tokyo-Mitsubishi, Ltd., London Branch, as common depositary for Euroclear Bank, S.A. / N.V., as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) (the “Additional International Global Security”). The Additional DTC Global Securities will be substantially in the form attached as Exhibit A-1 to the Fiscal Agency Agreement, and the Additional International Global Security will be substantially in the form attached as Exhibit A-2 to the Fiscal Agency Agreement, in each case with such changes as may be agreed between Issuer and the Fiscal Agent. The Additional Securities shall be issued on February 28, 2003 in the denomination or denominations set forth in such Exhibit A-1 or Exhibit A-2 to the Fiscal Agency Agreement.

2.    GUARANTEE. Japan will unconditionally and irrevocably guarantee the payment of principal and any interest in respect of the Additional Securities by entering into a guarantee substantially in the form annexed as Exhibit B to the Fiscal Agency Agreement, to be executed by the facsimile signature of the Minister of Finance of Japan or of another duly authorized representative of Japan. Japan agrees that each Additional Security authenticated and delivered in accordance with the provisions of this Supplemental Agreement to the Fiscal Agency Agreement and the Fiscal Agency Agreement shall bear such guarantee.

3.    PRINCIPAL, INTEREST AND ADDITIONAL AMOUNTS. Payments of principal, interest and additional amounts, if any, with respect to the Additional Securities shall be made in the manner and on the terms and conditions set forth in the Fiscal Agency Agreement and the Additional Securities. In particular, the first payment of interest on the Additional Securities to be made on March 20, 2003 shall be for the period from and including December 13, 2002 to, but excluding, March 20, 2003.

4.    CONSOLIDATION. Upon the issuance of the Additional Securities, the Additional Securities and the Initial Securities shall have identical rights, except as set forth herein, and the Additional Securities shall be consolidated and form a single series with the Initial Securities. All references to the term “Securities” in the Fiscal Agency Agreement shall be deemed to include the Additional Securities, and the Issuer, Japan, the Fiscal Agent, the U.S. Representative of the Fiscal Agent and the Paying Agent shall have, except as set forth herein, the same rights and obligations with respect to the Additional Securities as each such party has with respect to the Initial Securities.

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5.    GOVERNING LAW. This Supplemental Agreement to the Fiscal Agency 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 Issuer and Japan and any other matters required to be governed by the laws of Japan, which shall be governed by the laws of Japan. Clauses 14 and 15 of the Fiscal Agency Agreement shall apply to this Supplemental Agreement to the Fiscal Agency Agreement as if set out in full herein and all references therein to “this Agreement” will include this Supplemental Agreement to the Fiscal Agency Agreement.

6.    COUNTERPARTS. This Supplemental Agreement to the Fiscal Agency Agreement may be executed in separate counterparts, and by each party separately on a separate counterpart, each such counterpart, when so executed and delivered, to be an original. Such counterparts shall together constitute but one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have executed this Supplemental Agreement to the Fiscal Agency Agreement as of the date first above written.

DEVELOPMENT BANK OF JAPAN
By		/s/ XXXXXX XXXXXXXXX
		Name:     Title:		Xxxxxx Xxxxxxxxx Chief Representative, New York Representative Office

JAPAN
By		/s/ XXXXXXX XXXXX
		Name:     Title:		Xxxxxxx Xxxxx Duly Authorized Representative of Japan

THE BANK OF TOKYO-MITSUBISHI, LTD., LONDON BRANCH
By		*
		Name:     Title:

BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By		*
		Name:     Title:

BANK OF TOKYO-MITSUBISHI (LUXEMBOURG) S.A.
By		*
		Name:     Title:

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