Pricing Agreement

EXHIBIT 1.2

Execution Version

Pricing Agreement

Deutsche Bank Securities Inc.
00 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000

BNP Paribas
00 Xxxxxxxx Xxxxxx
Xxxxxx XX0 0XX
Xxxxxx Xxxxxxx

Citigroup Global Markets Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000

As Underwriters

March 24, 2011

Dear Sirs:

          The Republic of Hungary (the “Republic’’) proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated January 26, 2010 (the “Underwriting Agreement’’), to issue and sell to Deutsche Bank Securities Inc., BNP Paribas and Citigroup Global Markets Inc. (the “Underwriters’’) the Securities specified in Schedule II hereto (the “Designated Securities’’). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Preliminary Prospectus, Final Prospectus and Base Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Preliminary Prospectus, Final Prospectus and Base Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Preliminary Prospectus, Final Prospectus and Base Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Underwriters herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined.

          An amendment to the Registration Statement, or a supplement to the Preliminary Prospectus, Final Prospectus and Base Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission.

          Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Republic agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Republic, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto.

          Set forth in Schedule III hereto is a complete list of Issuer Free Writing Prospectuses used in connection with offers relating to the Designated Securities.

          Set forth in Schedule IV hereto is a complete list of Supplemental Issuer Information.

          Set forth in Schedule V hereto are the addresses of the Underwriters for notices pursuant to this Pricing Agreement and the Underwriting Agreement.

          The provisions of the Underwriting Agreement incorporated herein by reference are hereby amended as follows:

	1.		Registration Statement File Number. The reference to file number “333-131950” in Section 2(a) of the Underwriting Agreement is hereby deleted in its entirety and replaced with “333-170923.”
	2.		Minister of Finance. All references to “Xx. Xxxxx Xxxxx, Minister of Finance” shall be deleted in their entirety and replaced with “Xx. Xxxxxx Xxxxxx, State Secretary of the Ministry for National Economy” and all references to “Minister of Finance” shall be deleted in their entirety and replaced with “Minister for National Economy.”
	3.		Special United States counsel to the Republic. All references to “Linklaters LLP” shall be deleted in their entirety and replaced with “Xxxxxx & Xxxxxx LLP.”
	4.		Authorized Agent. All references to the “Office of the Trade Commissioner” shall be deleted in their entirety and replaced with “Consulate General.”

          If the foregoing is in accordance with your understanding, please sign and return to us five counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Republic.

	Very truly yours, THE REPUBLIC OF HUNGARY Represented by its Minister for National Economy
	By:	/s/ Xxxxx Xxxxxxxxxxx
		Name:	Xxxxx Xxxxxxxxxxx
		Title:   Chief Executive Officer of the Government Debt Management Agency Pte Ltd. of the Republic of Hungary as attorney for the Republic of Hungary represented by its Minister for National Economy

	Accepted as of the date hereof: Deutsche Bank Securities Inc.
	By:	/s/ Xxx Xxxxxx
		Name:	Xxx Xxxxxx
		Title:	Director
	By:	/s/ Xxxxxx Xxxxxx
		Name:	Xxxxxx Xxxxxx
		Title:	Director

	Accepted as of the date hereof: BNP Paribas
	By:	/s/ Ama Xxxxxxx
		Name:	Ama Xxxxxxx
		Title:	Authorised Signatory
	By:	/s/ LBM Xxxxxx
		Name:	LBM Xxxxxx
		Title:	Authorised Signatory

	Accepted as of the date hereof: Citigroup Global Markets Inc.
	By:	/s/ Xxxx X. XxXxxxxxx, Xx.
		Name:	Xxxx X. XxXxxxxxx, Xx.
		Title:	Managing Director

SCHEDULE I

		Principal Amount of Designated Securities
Underwriter		to be Purchased
Deutsche Bank Securities Inc.		6.375% Notes due 2021: US$1,000,000,000
		7.625% Notes due 2041: US$250,000,000
BNP Paribas		6.375% Notes due 2021: US$1,000,000,000
		7.625% Notes due 2041: US$250,000,000
Citigroup Global Markets Inc.		6.375% Notes due 2021: US$1,000,000,000
		7.625% Notes due 2041: US$250,000,000
Total		6.375% Notes due 2021: US$3,000,000,000
		7.625% Notes due 2041: US$750,000,000

SCHEDULE II

PRICING TERM SHEETS

PRICING TERM SHEET

6.375% Notes due 2021

Issuer:		The Republic of Hungary
Security:		6.375% Notes due 2021
Size:		US$3,000,000,000
Maturity Date:		March 29, 2021
Coupon:		6.375%
Interest Payment Dates:		Semi-annual on September 29 and March 29 in each year commencing September 29, 2011
Price to Public:		99.062%
Benchmark Treasury:		UST 3.625% due February 15, 2021
Benchmark Treasury Yield:		3.404%
Spread to Benchmark Treasury:		310 bps
Yield:		6.504%
Expected Settlement Date (T+3):		March 29, 2011
CUSIP:		445545 AE6
Anticipated Ratings:		Baa3 by Xxxxx’x Investors Service, Inc. BBB- by Standard & Poor’s Ratings Services BBB- by Fitch Ratings, Ltd.
Joint Book-Running Managers:		Deutsche Bank Securities Inc. BNP Paribas Citigroup Global Markets Inc.
Form:		The Notes will be book-entry securities in fully registered form, without coupons, registered in the name of Cede & Co., as nominee of DTC, in minimum denominations of US$2,000 and integral multiples thereof.

PRICING TERM SHEET

7.625% Notes due 2041

Issuer:		The Republic of Hungary
Security:		7.625% Notes due 2041
Size:		US$750,000,000
Maturity Date:		March 29, 2041
Coupon:		7.625%
Interest Payment Dates:		Semi-annual on September 29 and March 29 in each year commencing September 29, 2011
Price to Public:		98.084%
Benchmark Treasury:		UST 4.25% due November 15, 2040
Benchmark Treasury Yield:		4.491%
Spread to Benchmark Treasury:		330 bps
Yield:		7.791%
Expected Settlement Date (T+3):		March 29, 2011
CUSIP:		445545 AF3
Anticipated Ratings:		Baa3 by Xxxxx’x Investors Service, Inc. BBB- by Standard & Poor’s Ratings Services BBB- by Fitch Ratings, Ltd.
Joint Book-Running Managers:		Deutsche Bank Securities Inc. BNP Paribas Citigroup Global Markets Inc.
Form:		The Notes will be book-entry securities in fully registered form, without coupons, registered in the name of Cede & Co., as nominee of DTC, in minimum denominations of US$2,000 and integral multiples thereof.