Exhibit
      4.2

            
	 	 
	
              REGISTERED

            	 
      
	
              PRICING
      SUPPLEMENT No. 342

              CERTIFICATE
      NO. 1

            	
              CUSIP:
      25154K 82 5

            


    

    


     

    PowerShares
DB Base Metals Long Exchange Traded Notes

    due
June 1, 2038

    


    Unless
this certificate is presented by an authorized representative of The Depository
Trust Company (55 Water Street, New York, New York) to the issuer or its agent
for registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or such other name as requested by an
authorized representative of The Depository Trust Company and any payment is
made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof,
Cede & Co., has an interest herein.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Deutsche
Bank AG, acting through its London Branch

    SERIES
A

     

    PowerShares
DB Base Metals Long Exchange Traded Notes

    due
June 1, 2038 (the “Security”)

    


    
      	
              Original
      Issue Date

            	 	
              June
      19, 2008.

            
	 	 	 
	
              Final
      Valuation Date

            	 	
              May
      27, 2038.

            
	 	 	 
	
              Maturity
      Date

            	 	
              June
      1, 2038, subject to postponement in the event of a Market Disruption
      Event.

            
	 	 	 
	
              Specified
      Currency

            	 	
              $USD.

            
	 	 	 
	
              If
      Specified Currency Other Than U.S. Dollars,

              Option
      to Elect Payment in U.S. Dollars

            	 	
              N.A.

            
	 	 	 
	
              Face
      Amount

            	 	
              $25
      per Security.

            
	 	 	 
	
              Minimum
      Denominations

            	 	
              N.A.

            
	 	 	 
	
              Interest
      Rate

            	 	
              N.A.

            
	 	 	 
	
              Interest
      Payment Date(s)

            	 	
              N.A.

            
	 	 	 
	
              Interest
      Period(s)

            	 	
              N.A.

            
	 	 	 
	
              Interest
      Accrual Date

            	 	
              N.A.

            
	 	 	 
	
              Initial
      Redemption Date

            	 	
              N.A.

            
	 	 	 
	
              Redemption
      Dates

            	 	
              N.A.

            
	 	 	 
	
              Redemption
      Notice Period

            	 	
              N.A.

            
	 	 	 
	
              Initial
      Redemption Percentage

            	 	
              N.A.

            
	 	 	 
	
              Annual
      Redemption Percentage

            	 	
              N.A.

            
	 	 	 
	
              Optional
      Repayment Date(s)

            	 	
              N.A.

            
	 	 	 
	
              Applicability
      of Modified Payment Upon Acceleration

            	 	
              N.A.

            
	 	 	 
	
              Tax
      Redemption

            	 	
              N.A.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              Payment
      of Additional Tax Amounts

            	 	
              N.A.

            
	 	 	 
	
              Issue
      Price

            	 	
              100%

            
	 	 	 
	
              Other
      Provisions

            	 	
              See
      below. To the extent the Other Provisions are inconsistent with any other
      provision of this Security, the Other Provisions will
    control.

            


    

     

     

    Deutsche
Bank Aktiengesellschaft, a stock corporation (Aktiengesellschaft) organized
under the laws of the Federal Republic of Germany acting through its London
Branch, (together with its successors and assigns, the “Issuer”), for value received,
hereby promises to pay to Cede & Co., or registered assignees, the amount in
cash, as determined in accordance with the provisions set forth under “Payment
at Maturity” below, due with respect to the Current Outstanding Face Amount
specified on Schedule I hereto on the Maturity Date specified above (except to
the extent previously redeemed or repaid) and to pay interest, if applicable,
thereon at the Interest Rate per annum specified above from and including the
Interest Accrual Date specified above until but excluding the date the principal
amount is paid or duly made available for payment (except as provided below)
weekly, monthly, quarterly, semi-annually or annually in arrears on the Interest
Payment Dates specified above in each year commencing on the Interest Payment
Date next succeeding the Interest Accrual Date specified above, and at maturity
(or on any redemption or repayment date); provided, however, that if the Interest
Accrual Date occurs between a Record Date, as defined below, and the next
succeeding Interest Payment Date, interest payments will commence on the second
Interest Payment Date succeeding the Interest Accrual Date to the registered
holder of this Security on the Record Date with respect to such second Interest
Payment Date.

     

    If
applicable, interest on this Security will accrue from and including the most
recent Interest Payment Date to which interest has been paid or duly provided
for, or, if no interest has been paid or duly provided for, from and including
the Interest Accrual Date, until but excluding the date the principal hereof has
been paid or duly made available for payment (except as provided below). The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, subject to certain exceptions described herein, be paid to
the person in whose name this Security (or one or more predecessor Securities)
is registered at the close of business on the date 15 calendar days prior to
such Interest Payment Date (whether or not a Business Day (as defined on the
reverse of this Security)); provided, however, that interest
payable at maturity (or on any redemption or repayment date) will be payable to
the person to whom the principal hereof shall be payable.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Payment of
the principal of this Security, premium, if any, and interest, if applicable,
due at maturity on this Security (or any redemption or repayment date), unless
this Security is denominated in a Specified Currency other than U.S. dollars and
is to be paid in whole or in part in such Specified Currency, will be made in
immediately available funds upon surrender of this Security at the office or
agency of the Paying Agent, as defined on the reverse hereof, maintained for
that purpose in the Borough of Manhattan, the City of New York, or at such other
paying agency as the Issuer may determine, in U.S. dollars.  U.S.
dollar payments of interest, other than interest due at maturity or any date of
redemption or repayment, will be made by U.S. dollar check mailed to the address
of the person entitled thereto as such address shall appear in the Security
register.  A holder of U.S. $10,000,000 (or the equivalent in a
Specified Currency) or more in aggregate principal amount of Securities having
the same Interest Payment Date, the interest on which is payable in U.S.
dollars, will be entitled to receive payments of interest, other than interest
due at maturity or on any date of redemption or repayment, by wire transfer of
immediately available funds if appropriate wire transfer instructions have been
received by the Paying Agent in writing not less than 15 calendar days prior to
the applicable Interest Payment Date.

     

    If this
Security is denominated in a Specified Currency other than U.S. dollars, and the
holder does not elect (in whole or in part) to receive payment in U.S. dollars
pursuant to the next succeeding paragraph, payments of principal, premium, if
any, and interest with regard to this Security will be made by wire transfer of
immediately available funds to an account maintained by the holder hereof with a
bank located outside the United States if appropriate wire transfer instructions
have been received by the Paying Agent in writing not less than 15 calendar days
prior to the applicable payment date; provided, that if such wire
transfer instructions are not received, such payments will be made by check
payable in such Specified Currency mailed to the address of the person entitled
thereto as such address shall appear in the Security register; and provided, further, that
payment of the principal of this Security, any premium and the interest due at
maturity (or on any redemption or repayment date) will be made upon surrender of
this Security at the office or agency referred to in the preceding
paragraph.

     

    If so
indicated on the face hereof, the holder of this Security, if denominated in a
Specified Currency other than U.S. dollars, may elect to receive all or a
portion of payments on this Security in U.S. dollars by transmitting a written
request to the Paying Agent, on or prior to the fifth Business Day after such
Record Date or at least ten Business Days prior to the Maturity Date or any
redemption or repayment date, as the case may be. Such election shall remain in
effect unless such request is revoked by written notice to the Paying Agent as
to all or a portion of payments on this Security at least five Business Days
prior to such Record Date, for payments of interest, or at least ten calendar
days prior to the Maturity Date or any redemption or repayment date, for
payments of principal, as the case may be.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    If the
holder elects to receive all or a portion of payments of principal of, premium,
if any, and interest on this Security, if denominated in a Specified Currency
other than U.S. dollars, in U.S. dollars, the Exchange Rate Agent (as defined on
the reverse hereof) will convert such payments into U.S. dollars. In the event
of such an election, payment in respect of this Security will be based upon the
exchange rate as determined by the Exchange Rate Agent based on the highest bid
quotation in the City of New York received by such Exchange Rate Agent at
approximately 11:00 a.m., New York City time, on the second Business Day
preceding the applicable payment date from three recognized foreign exchange
dealers (one of which may be the Exchange Rate Agent unless such Exchange Rate
Agent is an affiliate of the Issuer) for the purchase by the quoting dealer of
the Specified Currency for U.S. dollars for settlement on such payment date in
the amount of the Specified Currency payable in the absence of such an election
to such holder and at which the applicable dealer commits to execute a contract.
If such bid quotations are not available, such payment will be made in the
Specified Currency. All currency exchange costs will be borne by the holder of
this Security by deductions from such payments.

     

    Denominations

     

    The
Securities will be denominated in U.S. dollars as specified above.

    


    OTHER
PROVISIONS

    


    
      	
              STATED
      PRINCIPAL AMOUNT:

            	 	
              $25.00
      per Security on the Inception Date.

               

              At
      any time, the aggregate outstanding Stated Principal Amount of this
      Security shall be the last amount set forth on Schedule I hereto under the
      heading “Current Outstanding Face Amount”.

               

              Securities
      represented by this Security may be issued after the date hereof upon
      notice by the Issuer to the Trustee, without the consent of the beneficial
      owners of the Securities then outstanding, and will have the same rights
      and privileges as Securities issued on the date hereof.

               

              Upon
      receipt of an Issuer Order instructing the Trustee to issue more
      Securities represented by this Security and delivery of such Securities
      through the DTC book-entry system, the Trustee shall make notations on
      Schedule I to evidence such issuance and the new aggregate Stated
      Principal Amount of Securities represented by this Security, provided,
      however, that in no event may the Current Outstanding Face Amount
      

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	 	 	represented
      by this Security exceed $500,000,000.
	 	 	 
	 	 	
              The
      Issuer may also instruct the Trustee to cancel Securities held by the
      Issuer represented by this Security.  Upon delivery of the Securities
      to be cancelled through the DTC book-entry system, the Trustee shall make
      notations on Schedule I to evidence such cancellation and the new
      aggregate Stated Principal Amount of Securities represented by this
      Security.

               

              The
      Trustee may, as necessary, add additional pages of the same format to
      Schedule I, to evidence additional issuances, cancellations and the
      Current Outstanding Face Amount of Securities represented by this
      Security, which additional pages shall constitute part of this Security to
      the same extent as if they had been part of this Security at the initial
      issuance and authentication hereof.

            
	 	 	 
	
              INCEPTION
      DATE:

            	 	
              June
      16, 2008.

            
	 	 	 
	
              SUB-INDICES:

            	 	
              DB
      3-Month T-Bill Index (the “TBill
      Index”)

               

              Deutsche
      Bank Liquid Commodity Index – Optimum Yield Industrial MetalsTM
      Excess Return (the “Industrial Metals
      Index”).

            
	 	 	 
	
              PAYMENT
      AT MATURITY:

            	 	
              At
      maturity, a holder of a Security will receive for each Security held on
      the Record Date, a payment at maturity per Security in U.S. dollars,
      calculated by the Calculation Agent equal to:

               

              the
      Current Principal Amount of the Security times the Index Factor
      on the Final Valuation Date times the Fee Factor on
      the Final Valuation Date

               

              where,

               

              “Current Principal
      Amount” means, for the period from the Inception Date to June 30,
      2008 (such period, the “Initial Calendar
      Month”),  $25.00 for each Security;
  and

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	 	 	
              for
      each subsequent calendar month, the Current Principal Amount will be reset
      as follows on the Monthly Reset Date:

               

              new Current Principal
      Amount =

               

              previous Current
      Principal Amount x Index Factor on the applicable Monthly Valuation Date x
      Fee Factor on the applicable Monthly Valuation Date,

               

              “Index Factor” means 1 +
      TBill Index Return + Industrial Metals Index Return,

               

              “Fee Factor” means 1 -
      [Investor Fee x Day Count Fraction],

               

              “Investor Fee” means
      0.75% per annum, and

               

              “Day Count Fraction”
      means, for each calendar month, a fraction, the numerator of which is the
      number of days elapsed from and including the Monthly Reset Date (or the
      Inception Date in the case of the Initial Calendar Month) to and including
      the Monthly Valuation Date (or the Trading Day, Valuation Date or Final
      Valuation Date, if applicable) and the denominator of which is
      365.

            
	 	 	 
	
              INDUSTRIAL
      METALS INDEX RETURN:

            	 	
              (Industrial
      Metals Index Closing Level minus Industrial
      Metals Index Monthly Initial Level)

               

              divided
      by

               

              Industrial
      Metals Index Monthly Initial Level

            
	 	 	 
	
              TBILL
      INDEX RETURN:

            	 	
              (TBill
      Index Closing Level minus TBill Index
      Monthly Initial Level)

               

              divided
      by

               

              TBill
      Index Monthly Initial Level

            
	 	 	 
	
              PAYMENT
      UPON REPURCHASE:

            	 	
              A
      holder of Securities may offer a minimum of 200,000 Securities and
      integral multiples of 50,000 Securities in excess thereof to Deutsche Bank
      for repurchase for an amount in U.S. dollars per Security equal to the
      Repurchase Value. If a 

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	 	 	holder
      complies with the Repurchase Procedures, the Issuer will be obligated to
      repurchase the offered Securities and pay to the holder the Repurchase
      Value for each offered Security on the applicable Repurchase
    Date.
	 	 	 
	
              REPURCHASE
      VALUE:

            	 	
              On
      each Trading Day, an amount in U.S. dollars for each Security, equal
      to:

              the
      Current Principal Amount times the Index Factor
      on the applicable Trading Day times the Fee Factor on
      such Trading Day.

            
	 	 	 
	
              REPURCHASE
      DATE:

            	 	
              The
      third Business Day following the applicable Valuation Date, subject to
      postponement in the event of a Market Disruption Event as described under
      “Market Disruption Events”.

            
	 	 	 
	
              VALUATION
      DATE:

            	 	
              In
      connection with a repurchase, the Trading Day on which effective notice is
      given to the Issuer of an offer of the Securities for
      repurchase.

            
	 	 	 
	
              ACCELERATION
      UPON ZERO REPURCHASE VALUE:

            	 	
              If
      the Repurchase Value on any day equals zero, the Maturity Date for the
      Securities will be automatically accelerated to that day and the holder of
      a Security will not receive any payment in respect of the
      Security.

            
	 	 	 
	
              ACCELERATION
      UPON 

              REGULATORY
      EVENT:

            	 	
              The
      Issuer will have the right to accelerate all of the Securities for an
      amount equal to the Repurchase Value on the Trading Day the Issuer gives
      notice of its exercise of this right if a Regulatory Event has occurred
      and, in the opinion of the Calculation Agent, is materially interfering
      with the Issuer’s or its affiliates’ ability to effectively hedge the
      Issuer’s exposure under the Securities.

               

              The
      day on which the Issuer gives the holder of the Securities notice
      will be deemed a Valuation Date.  The transaction will
      settle on the “Acceleration Date”,
      which will be the third Business Day following the applicable Valuation
      Date.

               

              “Regulatory Event”
      means:

               

              (a)
      an amendment to or change (including any officially announced proposed
      change) in the laws, regulations or rules of the United States (or any
      political subdivision thereof), any jurisdiction in which a relevant
      exchange is located or any commodities exchange or market that occurs on
      or after the inception date; or

               

              (b)
      any official administrative decision or judicial decision or
      administrative action or other official pronouncement interpreting or
      applying those laws, regulations or rules that is announced on or after
      the inception date.

            
	 	 	 
	
              INDUSTRIAL
      METALS INDEX MONTHLY INITIAL LEVEL:

            	 	
              For
      the Initial Calendar Month, the Industrial Metals Index Monthly Initial
      Level will equal [●], the Industrial Metals Index Closing Level on the
      Inception Date. For each subsequent calendar month, the Industrial Metals
      Index Monthly Initial Level will equal the Industrial Metals Index Closing
      Level on the Monthly Reset Date for that calendar
month.

            
	 	 	 
	
              INDUSTRIAL
      METALS INDEX CLOSING LEVEL:

            	 	
              The
      Industrial Metals Index Closing Level will equal the closing level of the
      Industrial Metals Index as reported on Bloomberg page “DBLCYEiM
      <Index>”, subject to the occurrence of a Market Disruption Event;
      provided that on any calendar day which is not a day on which the closing
      level of the Industrial Metals Index is published, the Industrial Metals
      Index Closing Level will equal such level on the immediately preceding
      Trading Day.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
              TBILL
      INDEX MONTHLY INITIAL LEVEL:

            	 	
              For
      the Initial Calendar Month, the TBill Index Monthly Initial Level will
      equal [●], the TBill Index Closing Level on the Inception Date. For each
      subsequent calendar month, the TBill Index Monthly Initial Level will
      equal the TBill Index Closing Level on the Monthly Reset Date for that
      calendar month.

            
	 	 	 
	
              TBILL
      INDEX CLOSING LEVEL:

            	 	
              The
      TBill Index Closing Level will equal the closing level of the TBill Index
      as reported on Bloomberg page "DBTRBL3M<INDEX>".

            
	 	 	 
	
              MONTHLY
      RESET DATE:

            	 	
              For
      each calendar month, the first calendar day of that month beginning on
      July 1, 2008 and ending on May 1, 2038.

            
	 	 	 
	
              MONTHLY
      VALUATION DATE:

            	 	
              For
      each Monthly Reset Date, the last calendar day of the previous calendar
      month beginning on June 30, 2008 and ending on April 30,
    2038.

            
	 	 	 
	
              TRADING
      DAY:

            	 	
              Any
      day on which (i) the values of the Sub-Indices are published by
      Deutsche Bank AG, London Branch, (ii) trading is generally conducted
      on NYSE Arca and (iii) trading is generally conducted on the markets
      on which the futures contracts underlying the Industrial Metals Index are
      traded, in each case as determined by the Calculation Agent, in its sole
      discretion.

            
	 	 	 
	
              BUSINESS
      DAY:

            	 	
              A
      Monday, Tuesday, Wednesday, Thursday or Friday on which commercial banks
      and foreign exchange markets settle payments and are open for general
      business (including dealings in foreign exchange and foreign currency
      deposits) in New York City.

            
	 	 	 
	
              INDEX
      SPONSOR:

            	 	
              Deutsche
      Bank AG, London Branch

            
	 	 	 
	
              CALCULATION
      AGENT:

            	 	
              Deutsche
      Bank AG, London Branch

            
	 	 	 
	
              FORM:

            	 	
              Book-Entry.

            
	 	 	 
	
              RECORD
      DATE:

            	 	
              The
      Final Valuation Date, whether or not that day is a business
      day.

            


    

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    The Issuer
will irrevocably deposit with The Depository Trust Company (“DTC”) no later than the
opening of business on each Interest Payment Date, if applicable, each
Repurchase Date, if applicable, and on the Maturity Date funds sufficient to
make payments of the amount payable with respect to the Securities on such
date.  The Issuer will give DTC irrevocable instructions and authority
to pay such amount to the Holders entitled thereto.

     

    Subject to
the foregoing and to applicable law (including, without limitation, United
States federal laws), the Issuer or its affiliates may, at any time and from
time to time, purchase outstanding Securities by tender, in open market or by
private agreement.

     

    Role
of Calculation Agent

     

    Deutsche
Bank AG, London Branch will serve as the Calculation Agent. The Calculation
Agent will, in its sole discretion, make all determinations regarding the value
of the Securities, including at maturity or upon repurchase by the Issuer,
Market Disruption Events, Business Days, Trading Days, the Current Principal
Amount, the Repurchase Value, the Fee Factor, the Index Factor, the Default
Amount, the closing levels of the Sub-Indices on any Valuation Date, the
Maturity Date, Repurchase Dates, the amount payable in respect of the Securities
at maturity or upon repurchase by Issuer and any other calculations or
determinations to be made by the Calculation Agent as specified herein. The
Calculation Agent will rely upon the published levels of the Sub-Indices. Absent
manifest error, all determinations of the Calculation Agent will be final and
binding on the Holders and the Issuer, without any liability on the part of the
Calculation Agent. Holders will not be entitled to any compensation from the
Issuer for any loss suffered as a result of any of the above determinations by
the Calculation Agent.

     

    Repurchase
Procedures

     

    To effect a repurchase, a holder of the
Securities must irrevocably offer at least 200,000 Securities (or an integral
multiple of 50,000 Securities in excess thereof) to Deutsche Bank Securities
Inc. (“DBSI”) no later
than 10:00 a.m., New York City time, beginning on June 16, 2008 and ending on
the Final Valuation Date, on the desired Valuation Date.

     

    A holder wishing to offer Securities to
the Issuer for repurchase must follow the following procedures:

     

    
      	
            	
              ·

            	
              Cause
      its broker must deliver an irrevocable Offer for Repurchase, a form of
      which is attached as Annex A to this pricing supplement, to DBSI by
      10:00 a.m., New York City time, on the desired Valuation
      Date.  A holder must offer at least 200,000 Securities or an
      integral multiple of 50,000 Securities in excess thereof for repurchase by
      the Issuer on any repurchase date. DBSI must acknowledge receipt from such
      broker in order for the holder’s offer to be
  effective;

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              ·

            	
              Cause
      its broker to book a delivery vs. payment trade with respect to the
      holder’s Securities on the applicable Valuation Date at a price equal to
      the applicable Repurchase Value, facing DBSI;
  and

            


    

     

    
      	
            	
              ·

            	
              Cause
      its DTC custodian to deliver the trade as booked for settlement via DTC at
      or prior to 10:00 a.m. New York City time on the applicable Repurchase
      Date (the third Business Day following the Valuation Date, subject to
      postponement in the event of a Market Disruption
  Event).

            


    

     

    Any
repurchase instructions that received in accordance with the procedures
described above will be irrevocable.

     

    


    Market
Disruption Events

     

    A disrupted day is any Trading Day on
which a Market Disruption Event occurs or is continuing (a “Disrupted Day”).

    


    An index business day is any day (other
than a Saturday or Sunday) on which commercial banks and foreign exchange
markets settle payments are open for general business (including dealings in
foreign exchange and foreign currency deposits) in New York City (an “Index Business
Day”).

    


    An underlying futures contract is any
futures contract whose value is reflected in the Industrial Metals Index (an
“Underlying Futures
Contract”).

    


    The index sponsor is Deutsche Bank AG,
London Branch (“Index
Sponsor”).

    


    If any Monthly Valuation Date,
Valuation Date or the Final Valuation Date (each, a “Reference Date”) is a
Disrupted Day with regard to any Underlying Futures Contract (a “Disrupted Futures Contract”),
the Calculation Agent will calculate the value of the Industrial Metals Index
using closing prices of the Underlying Futures Contracts as
follows:

    


    (a) for
all non-Disrupted Futures Contracts, the closing price used by the Calculation
Agent will be the closing price of the non-Disrupted Futures Contract on the
scheduled Reference Date; and

    


    (b) for
all Disrupted Futures Contracts, the closing price used by the Calculation Agent
will be the closing price of each Disrupted Futures Contract on the next
succeeding Trading Day that is not a Disrupted Day with regard to that Disrupted
Futures Contract; provided that if the ten
successive scheduled Trading Days immediately following the scheduled Reference
Date are all Disrupted Days with regard to the specific Disrupted Futures
Contract, the Calculation Agent will determine, in its sole discretion, and use,
the closing price of such Disrupted Futures Contract on the tenth scheduled
Trading Day immediately following such 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Reference
Date, notwithstanding that such tenth scheduled Trading Day is a Disrupted Day
with regard to such Disrupted Futures Contract.

    


    For the purposes of calculating the
Industrial Metals Index in the case of a Market Disruption Event, the
Calculation Agent will use the weight of each Underlying Futures Contract within
the Industrial Metals Index as of the scheduled Reference Date, even if such
Reference Date is a Disrupted Day for the relevant Underlying Futures
Contract.

    


    If any Reference Date is a Disrupted
Day, no adjustment will be made to the TBill Index Closing Level which is used
for that Reference Date.

     

    
      If any Valuation Date or the Final
Valuation Date is a Disrupted Day and the date as of which the Calculation Agent
determines the Closing Level of the Industrial Metals Index falls less than
three Business Days prior to the scheduled Repurchase Date or Acceleration Date
corresponding to such Valuation Date or the Maturity Date, as applicable, such
Repurchase Date, Acceleration Date or the Maturity Date, as applicable,
will be postponed to the third Business Day following the date as of which the
Calculation Agent has determined the Closing Level of the Industrial Metals
Index for such Valuation Date or the Final Valuation Date, as
applicable.


    


    Any of the following will be a Market
Disruption Event with respect to any Underlying Futures Contract:

    


    
      	
            	
              ·

            	
              a
      material limitation, suspension or disruption in the trading of the
      Underlying Futures Contract which results in a failure by the trading
      facility on which the relevant contract is traded to report a daily
      contract reference price (the price of the relevant contract that is used
      as a reference or benchmark by market
  participants);

            


    

    
      	
            	
              ·

            	
              the
      daily contract reference price for the Underlying Futures Contract is a
      “limit price”, which means that the daily contract reference price for
      such contract has increased or decreased from the previous day’s daily
      contract reference price by the maximum amount permitted under the
      applicable rules or procedures of the relevant trading
      facility;

            


    

    
      	
            	
              ·

            	
              failure
      by the Index Sponsor to publish the closing value of the Industrial Metals
      Index or of the applicable trading facility or other price source to
      announce or publish the daily contract reference price for the Underlying
      Futures Contract;

            


    

    
      	
            	
              ·

            	
              any
      other event, if the Calculation Agent determines in its sole discretion
      that the event materially interferes with the Issuer’s ability or the
      ability of any of the Issuer’s affiliates to unwind all or a material
      portion of a hedge with respect to the Securities that the Issuer or its
      affiliates have effected or may
effect.

            


    

    


    The following events will not be Market
Disruption Events:

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	
              ·

            	
              a
      limitation on the hours or number of days of trading on a trading facility
      on which the Underlying Futures Contract is traded, but only if the
      limitation results from an announced change in the regular business hours
      of the relevant market; or

            


    

    
      	
              ·

            	
              a
      decision by a trading facility to permanently discontinue trading in the
      Underlying Futures Contract.

            


    

    


    Interruption
of Industrial Metals Index Calculation

    


    Force
Majeure Event

    


    Calculation of the Industrial Metals
Index may not be possible or feasible under certain events or circumstances,
including, without limitation, a systems failure, natural or man-made disaster,
act of God, armed conflict, act of terrorism, riot or labor disruption or any
similar intervening circumstance, that is beyond the reasonable control of the
Index Sponsor and that the Index Sponsor determines affects the Industrial
Metals Index or one of the underlying commodities (a “Force Majeure Event”). Upon
the occurrence of any such Force Majeure Event, the Index Sponsor may, in its
discretion, elect one (or more) of the following options:

    


    
      	
              ·

            	
              make
      such determinations and/or adjustments to the terms of the Industrial
      Metals Index as it considers appropriate to determine any closing level on
      any such appropriate Index Business Day;
and/or

            


    

    
      	
              ·

            	
              defer
      publication of the information relating to the Industrial Metals Index
      until the next Index Business Day on which it determines that no Force
      Majeure Event exists; and/or

            


    

    
      	
              ·

            	
              permanently
      cancel publication of the information relating to the Industrial Metals
      Index.

            


    

    


    Index
Disruption Event

    


    Additionally, calculation of the
Industrial Metals Index may be disrupted by an event that would require the
Index Sponsor to calculate the closing price in respect of an Underlying Futures
Contract on an alternative basis were such event to occur or exist on a day that
is a Trading Day for the Underlying Futures Contract on the relevant exchange
(an “Index Disruption
Event”). If such an Index Disruption Event in relation to an Underlying
Futures Contract as described in the prior sentence occurs and continues for a
period of five successive Trading Days on the relevant exchange, the Index
Sponsor will, in its discretion, either

    


    
      	
            	
              ·

            	
              continue
      to calculate the relevant closing price for a further period of five
      successive Trading Days on the relevant exchange;
  or

            


    

    
      	
            	
              ·

            	
              if
      such period extends beyond the five successive Trading Days, the Index
      Sponsor may elect to replace the affected Underlying Futures Contract and
      

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    
      


      
      

      
        	
              	
                 

              	
                make
      all necessary adjustments to the methodology and calculation of the
      Industrial Metals Index as it deems
appropriate.

              


      

       

    

    Additionally, Deutsche Bank AG, London
Branch, as calculation agent for the securities, has discretion to determine the
value of the Industrial Metals Index in the event of disruptions occurring with
regard to the Underlying Futures Contracts, as described above under “Market
Disruption Events”.

    


    Discontinuance
or Modification of the Sub-Indices

     

    If the
Index Sponsor discontinues compilation or publication of a Sub-Index and the
Index Sponsor or any other person or entity (including the Issuer) calculates
and publishes an index that the Calculation Agent determines is comparable to
such discontinued Sub-Index and approves as a successor index, then the
Calculation Agent will determine the level of the Sub-Index on any relevant date
and the amount payable at maturity or upon repurchase by the Issuer by reference
to such successor Sub-Index for the period following the discontinuation of the
Sub-Index.

     

    If the
Calculation Agent determines that the publication of a Sub-Index is discontinued
and that there is no applicable successor index, or that the closing level of
the Sub-Index is not available for any reason other than a Market Disruption
Event, on the date on which the level of the Sub-Index is required to be
determined, or if for any other reason (excluding a Market Disruption Event) the
Sub-Index is not available to the Issuer or the Calculation Agent on the
relevant date, the Calculation Agent will determine the amount payable by a
computation methodology that the Calculation Agent determines will as closely as
reasonably possible replicate such Sub-Index.

     

    If the
Calculation Agent determines that either or both Sub-Indices, the components
underlying either or both Sub-Indices (the “Index Components”) or the
method of calculating either or both Sub-Indices has been changed at any time in
any respect – including any addition, deletion or substitution and any
reweighting or rebalancing of Index Components, and whether the change is made
by the Index Sponsor under its existing policies or following a modification of
those policies, is due to the publication of a successor index, is due to events
affecting one or more of the Index Components, or is due to any other reason –
then the Calculation Agent will be permitted (but not required) to make such
adjustments to such Sub-Index or method of calculating such Sub-Index as it
believes are appropriate to ensure that the level of such Sub-Index used to
determine the amount payable on the Maturity Date or upon repurchase by the
Issuer is equitable.

     

    All
determinations and adjustments to be made by the Calculation Agent with respect
to the level of the Sub-Indices and the amount payable at maturity or upon
repurchase by the Issuer or otherwise relating to the level of the Sub-Indices
may be made in the Calculation Agent’s sole discretion.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    Payment
Upon an Event of Default

     

    If an
Event of Default (as defined in the Senior Indenture) occurs and the maturity of
the Securities is accelerated, the Issuer will pay the Default Amount in respect
of each Security.

     

    For the
purpose of determining whether the holders of the Issuer’s Series A Global
Notes, of which the Securities are a part, are entitled to take any action under
the Senior Indenture, the Issuer will treat the Stated Principal Amount of each
security outstanding as the principal amount of that security. Although the
terms of the Securities may differ from those of the other Series A Global
Notes, holders of specified percentages in principal amount of all Series A
Global Notes, together in some cases with other series of the Issuer’s debt
securities, will be able to take action affecting all the Series A Global Notes,
including the Securities. This action may involve changing some of the terms
that apply to the Series A Global Notes, accelerating the maturity of the Series
A Global Notes after a default or waiving some of the Issuer’s obligations under
the Senior Indenture.

     

    If a
holder of a Security accelerates the maturity of the Security upon an Event of
Default under the Senior Indenture, the amount payable upon acceleration will be
the Repurchase Value determined by the Calculation Agent on the next Trading Day
(the “Default
Amount”).

     

    Defeasance

     

    The
Securities will not be subject to the defeasance provisions contained in Article
10 of the Senior Indenture.

     

    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 Trustee referred
to on the reverse hereof by manual signature, this Security shall not be
entitled to any benefit under the Senior Indenture, as defined on the reverse
hereof, or be valid or obligatory for any purpose.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

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

     

    
      	
              Dated:
      June 19, 2008

            	 
      	
              DEUTSCHE
      BANK AG, LONDON BRANCH

            
	 	 	 
	 	 	 
	 
      	 
      	 
      	
              By:

            	 
      
	 
      	 
      	 
      	 
      	
              Name:

            	 
      
	 
      	 
      	 
      	 
      	
              Title:

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
              By:

            	 
      	 
      
	 
      	 
      	 
      	 
      	
              Name:

            	 
      
	 
      	 
      	 
      	 
      	
              Title:

            	 
      


    

    


    
      	
              TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

               

              This
      is one of the Securities referred

              to
      in the within-mentioned

              Senior
      Indenture.

               

              LAW
      DEBENTURE TRUST COMPANY

              OF
      NEW YORK, as Trustee

            
	 
	 
	
              By:

            	 
      	 
      
	 
      	
              Authorized
      Officer

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    REVERSE
OF SECURITY

     

    This Note
is one of a duly authorized issue of Global Notes, Series A of the
Issuer.  The Notes are issuable under a Senior Indenture, dated as of
November 22, 2006, among the Issuer, Law Debenture Trust Company of New York, as
trustee (the “Trustee,”
which term includes any successor trustee under the Senior Indenture), and
Deutsche Bank Trust Company Americas (“DBTCA”), as issuing agent,
paying agent and registrar (as may be amended or supplemented from time to time,
the “Senior Indenture”),
to which Senior Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights, limitations of rights,
duties and immunities of the Issuer, the Trustee and holders of the Notes and
the terms upon which the Notes are, and are to be, authenticated and
delivered.  The Issuer has appointed DBTCA acting through its
principal corporate trust office in the Borough of Manhattan, the City of New
York, as its paying agent (the “Paying Agent”, which term
includes any additional or successor Paying Agent appointed by the Issuer) with
respect to the Notes.  The terms of individual Notes may vary with
respect to interest rates, interest rate formulas, issue dates, maturity dates,
or otherwise, all as provided in the Senior Indenture.  To the extent
not inconsistent herewith, the terms of the Senior Indenture are hereby
incorporated by reference herein.

     

    Unless
otherwise indicated on the face hereof, this Note will not be subject to any
sinking fund and, unless otherwise indicated on the face hereof in accordance
with the provisions of the following two paragraphs and except as set forth
below, will not be redeemable or subject to repayment at the option of the
holder prior to maturity.

     

    If so
indicated on the face hereof, this Note may be redeemed in whole or in part at
the option of the Issuer on or after the Initial Redemption Date specified on
the face hereof or on the Redemption Dates specified on the face hereof on the
terms set forth on the face hereof, together with interest accrued and unpaid
hereon to the date of redemption (except as indicated below).  If this
Note is subject to “Annual
Redemption Percentage Reduction,” the Initial Redemption Percentage
indicated on the face hereof will be reduced on each anniversary of the Initial
Redemption Date by the Annual Redemption Percentage Reduction specified on the
face hereof until the redemption price of this Note is 100% of the principal
amount hereof, together with interest accrued and unpaid hereon to the date of
redemption (except as provided below).  Notice of redemption shall be
mailed to the registered holders of the Notes designated for redemption at their
addresses as the same shall appear on the Note register not less than 30 nor
more than 60 calendar days prior to the date fixed for redemption or within the
Redemption Notice Period specified on the face hereof, subject to all the
conditions and provisions of the Senior Indenture.  In the event of
redemption of this Note in part only, a new Note or Notes for the amount of the
unredeemed portion hereof shall be issued in the name of the holder hereof upon
the cancellation hereof.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    If so
indicated on the face of this Note, this Note will be subject to repayment at
the option of the holder on the Optional Repayment Date or Dates specified on
the face hereof on the terms set forth herein. On any Optional Repayment Date,
this Note will be repayable in whole or in part in increments of the Face Amount
(provided that any remaining principal amount hereof shall not be less than the
minimum authorized denomination hereof) at the option of the holder hereof at a
price equal to 100% of the principal amount to be repaid, together with interest
accrued and unpaid hereon to the date of repayment (except as provided below);
provided, that if this
Note is issued with original issue discount, this Note will be repayable on the
applicable Optional Repayment Date or Dates at the price(s) specified on the
face hereof.  For this Note to be repaid at the option of the holder
hereof, the Paying Agent must receive at its corporate trust office in the
Borough of Manhattan, the City of New York, at least 15 but not more than 30
calendar days prior to the date of repayment, (i) this Note with the form
entitled “Option to Elect Repayment” below duly completed or (ii) a telegram,
telex, facsimile transmission or a letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc. or a commercial
bank or a trust company in the United States setting forth the name of the
holder of this Note, the principal amount hereof, the certificate number of this
Note or a description of this Note’s tenor and terms, the principal amount
hereof to be repaid, a statement that the option to elect repayment is being
exercised thereby and a guarantee that this Note, together with the form
entitled “Option to Elect
Repayment” duly completed, will be received by the Paying Agent not later
than the fifth Business Day after the date of such telegram, telex, facsimile
transmission or letter; provided, that such telegram,
telex, facsimile transmission or letter shall only be effective if this Note and
form duly completed are received by the Paying Agent by such fifth Business
Day.  Unless otherwise indicated on the face of this Note, exercise of
such repayment option by the holder hereof shall be irrevocable. In the event of
repayment of this Note in part only, a new Note or Notes for the amount of the
unpaid portion hereof shall be issued in the name of the holder hereof upon the
cancellation hereof.

     

    Interest
payments on this Note, if applicable, will include interest accrued to but
excluding the Interest Payment Dates or the Maturity Date (or any earlier
redemption or repayment date), as the case may be.  Unless indicated
otherwise on the face hereof, interest payments for this Note will be computed
and paid on the basis of a 360-day year of twelve 30-day months.

     

    In the
case where the calendar date indicated on the face hereof as the Maturity Date
does not fall on a Business Day or where the Maturity Date is otherwise
postponed according to the terms and procedures specified on the face hereof,
payment of premium, if any, or principal otherwise payable on such calendar date
need not be made on such date, but may be made on the Maturity Date as postponed
with the same force and effect as if made on the indicated calendar date, and no
interest on such payment shall accrue for the period from and after the
indicated calendar date to the Maturity Date as postponed.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    This Note
and all the obligations of the Issuer hereunder are direct, unsecured
obligations of the Issuer and rank without preference or priority among
themselves and pari
passu with all other existing and future unsecured and unsubordinated
indebtedness of the Issuer, subject to certain statutory exceptions in the event
of liquidation upon insolvency.

     

    This Note,
and any Note or Notes issued upon transfer or exchange hereof, is issuable only
in fully registered form, without coupons, and is issuable only in the minimum
denominations set forth on the face hereof or any amount in excess thereof which
is an integral multiple thereof.

     

    DBTCA has
been appointed registrar for the Notes, and DBTCA will maintain at its office in
the City of New York, a register for the registration and transfer of
Notes.  This Note may be transferred at either the aforesaid New York
office of DBTCA by surrendering this Note for cancellation, accompanied by a
written instrument of transfer in form satisfactory to the Issuer and the
Trustee and duly executed by the registered holder hereof in person or by the
holder’s attorney duly authorized in writing, and thereupon the Trustee shall
issue in the name of the transferee or transferees, in exchange herefor, a new
Note or Notes having identical terms and provisions and having a like aggregate
principal amount in authorized denominations, subject to the terms and
conditions set forth herein; provided, however, that the Trustee
will not be required (i) to register the transfer of or exchange any Note that
has been called for redemption in whole or in part, except the unredeemed
portion of Notes being redeemed in part, (ii) to register the transfer of or
exchange any Note if the holder thereof has exercised his right, if any, to
require the Issuer to repurchase such Note in whole or in part, except the
portion of such Note not required to be repurchased, or (iii) to register the
transfer of or exchange Notes to the extent and during the period so provided in
the Senior Indenture with respect to the redemption of Notes.  Notes
are exchangeable at said offices for other Notes of other authorized
denominations of equal aggregate principal amount having identical terms and
provisions.  All such registrations, exchanges and transfers of Notes
will be free of service charge, but the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge in connection
therewith.  All Notes surrendered for exchange shall be accompanied by
a written instrument of transfer in form satisfactory to the Issuer and the
Trustee and executed by the registered holder in person or by the holder’s
attorney duly authorized in writing.  The date of registration of any
Note delivered upon any exchange or transfer of Notes shall be such that no gain
or loss of interest results from such exchange or transfer.

     

    In case
this Note shall at any time become mutilated, defaced or be destroyed, lost or
stolen, and this Note or evidence of the loss, theft or destruction thereof
(together with the indemnity hereinafter referred to and such other documents or
proof as may be required in the premises) shall be delivered to the Trustee, the
Issuer in its discretion may execute a new Note of like tenor in exchange for
this Note, but, in the case of any destroyed or lost or stolen Note, only upon
receipt of evidence satisfactory to the Trustee and the Issuer that this Note
was destroyed or lost or stolen and, if required, upon receipt also of


     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    indemnity
satisfactory to each of them.  All expenses and reasonable charges
associated with procuring such indemnity and with the preparation,
authentication and delivery of a new Note shall be borne by the owner of the
Note mutilated, defaced, destroyed, lost or stolen.

     

    If the
face hereof indicates that this Note is subject to “Tax Redemption,” this Note may
be redeemed, as a whole, at the option of the Issuer at any time prior to
maturity, upon the giving of a Notice of redemption as described below, at a
redemption price equal to 100% of the principal amount hereof, together with
accrued interest to the date fixed for redemption (except that if this Note is
subject to “Modified Payment
upon Acceleration or Redemption,” such redemption price would be limited
to the aggregate principal amount hereof multiplied by the sum of the Issue
Price specified on the face hereof (expressed as a percentage of the aggregate
principal amount) plus the original issue discount amortized from the Interest
Accrual Date to the date of redemption, which amortization shall be calculated
using the “interest
method” (computed in accordance with generally accepted accounting
principles in effect on the date of redemption)), if the Issuer determines that,
as a result of any change in or amendment to the laws, or any regulations or
rulings promulgated thereunder, of the Federal Republic of Germany, the
jurisdiction of incorporation of any successor to the Issuer, or the
jurisdiction of any issuing branch, or of any political subdivision or taxing
authority thereof or therein affecting taxation, or any change in official
position regarding the application or interpretation of such laws, regulations
or rulings, which change or amendment becomes effective on or after the Original
Issue Date hereof, the Issuer has or will become obligated to pay Additional Tax
Amounts, as defined below, with respect to this Note as described below. Prior
to the giving of any Notice of redemption pursuant to this paragraph, the Issuer
shall deliver to the Trustee (i) a certificate stating that the Issuer is
entitled to effect such redemption and setting forth a statement of facts
showing that the conditions precedent to the right of the Issuer to so redeem
have occurred, and (ii) an opinion of independent legal counsel satisfactory to
the Trustee to such effect based on such statement of facts; provided, that no such Notice
of redemption shall be given earlier than 60 calendar days prior to the earliest
date on which the Issuer would be obligated to pay such Additional Tax Amounts
if a payment in respect of this Note were then due.

     

    Notice of
redemption will be given not less than 30 nor more than 60 calendar days prior
to the date fixed for redemption or within the Redemption Notice Period
specified on the face hereof, which date and the applicable redemption price
will be specified in the Notice.

     

    Every net
payment of the principal of and interest on the Note and any other amounts
payable on the Note will be made without any withholding or deduction for or on
account of any present or future taxes, duties or governmental charges of any
nature whatsoever imposed, levied or collected by or on behalf of the Federal
Republic of Germany, the jurisdiction of incorporation of any successor to the
Issuer or the jurisdiction of any issuing branch, or by or on behalf of any
political subdivision or authority therein or thereof having the power to tax


     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    (“withholding taxes”) unless
such deduction or withholding is required by law. In such event and if specified
on the face hereof, the Issuer will, subject to certain exceptions and
limitations set forth below, pay such additional tax amounts (the “Additional Tax Amounts”) to
the holder of this Note as may be necessary in order that every net payment of
the principal of and interest on this Note and any other amounts payable on this
Note, after withholding or deduction for or on account of any present or future
tax, assessment or governmental charge imposed upon or as a result of such
payment by the Federal Republic of Germany, the jurisdiction of incorporation of
any successor to the Issuer, or the jurisdiction of any issuing branch, or any
political subdivision or taxing authority thereof or therein, will not be less
than the amount provided for in this Note to be then due and payable. The Issuer
will not, however, make any payment of Additional Tax Amounts to any such holder
for or on account of:

     

    (a)           any
present or future tax, assessment or other governmental charge that would not
have been so imposed but for (i) any withholding taxes that are payable by
reason of a holder or beneficial owner of the Notes having some connection with
the Federal Republic of Germany, the jurisdiction of incorporation of any
successor to the Issuer, or the jurisdiction of any issuing branch other than by
reason only of the mere holding or beneficial ownership of the Notes; or (ii)
the presentation by or on behalf of the holder of this Note for payment on a
date more than 15 calendar days after the date on which such payment became due
and payable or the date on which payment thereof is duly provided for, whichever
occurs later;

     

    (b)           any
estate, inheritance, gift, sales, transfer, excise or personal property tax or
any similar tax, assessment or governmental charge;

     

    (c)           any
tax, assessment or other governmental charge that is payable otherwise than by
withholding or deduction from payments on or in respect of this
Note;

     

    (d)           any
tax, assessment or other governmental charge required to be withheld by any
Paying Agent from any payment of principal of, or interest on, this Note, if
such payment can be made without such withholding by at least one other Paying
Agent;

     

    (e)           any
tax, assessment or other governmental charge that would not have been imposed
but for the failure to comply with certification, information or other reporting
requirements concerning the nationality, residence or identity of the holder or
beneficial owner of this Note, if such compliance is required by statute or by
regulation of the United States or of any political subdivision or taxing
authority thereof or therein as a precondition to relief or exemption from such
tax, assessment or other governmental charge;

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    (f)           any
combination of items listed above.

     

    In
addition, the Issuer shall not be required to make any payment of Additional Tax
Amounts (i) with respect to any withholding taxes which are deducted or withheld
pursuant to (A) European Council Directive 2003/48/EC or any other European
Union Directive or Regulation implementing the conclusions of the ECOFIN Council
meeting of 26-27 November 2000 on the taxation of savings income, or (B) any
international treaty or understanding entered into for the purpose of
facilitating cooperation in the reporting and collection of savings income and
to which (x) the United States, and (y) the European Union or Germany is a
party, or (C) any provision of law implementing, or complying with, or
introduced to conform with, such Directive, Regulation, treaty or understanding;
(ii) to the extent such deduction or withholding can be avoided or reduced if
the holder or beneficial owner of the note makes a declaration of non-residence
or other similar claim for exemption to the relevant tax authority or complies
with any reasonable certification, documentation, information or other reporting
requirement imposed by the relevant tax authority; provided, however, that the exclusion
in this clause will not apply if the certification, information, documentation
or other reporting requirement would be materially more onerous (in form,
procedure or substance of information required to be disclosed) to the holder or
beneficial owner of note than comparable information or other reporting
requirements imposed under U.S. tax law, regulation and administrative practice
(such as IRS Forms W-8 and W-9); or (iii) by or on behalf of a holder who would
have been able to avoid such withholding or deduction by presenting this Note or
the relevant coupon to another Paying Agent in a member state of the European
Union. Nor shall the Issuer pay Additional Tax Amounts with respect to any
payment on this Note to a holder who is a fiduciary or partnership or other than
the sole beneficial owner of such payment to the extent such payment would be
required by the laws of the United States (or any political subdivision thereof)
to be included in the income, for tax purposes, of a beneficiary or settlor with
respect to such fiduciary or a member of such partnership or a beneficial owner
who would not have been entitled to the Additional Tax Amounts had such
beneficiary, settlor, member or beneficial owner been the holder of this
Note.

     

    The Senior
Indenture provides that (a) if an Event of Default (as defined in the Senior
Indenture) due to the default in payment of principal, premium, if any, or
interest on, any series of debt securities issued under the Senior Indenture,
including the series of Senior Global Notes of which this Note forms a part, or
due to the default in the performance or breach of any other covenant or
warranty of the Issuer applicable to the debt securities of such series but not
applicable to all outstanding debt securities issued under the Senior Indenture,
shall have occurred and be continuing, either the Trustee or the holders of not
less than 331⁄3% in aggregate principal amount of the outstanding debt securities
of each affected series voting as one class, by notice in writing to the Issuer
and to the Trustee, if given by the securityholders, may then declare the
principal of all debt securities of all such series and interest accrued thereon
to be due and payable immediately and (b) if an Event of Default due to a
default in the performance of any other of the covenants or agreements in the
Senior Indenture applicable to all 

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    outstanding
debt securities issued thereunder, including this Note, or due to certain events
of bankruptcy, insolvency or reorganization of the Issuer, shall have occurred
and be continuing, either the Trustee or the holders of not less than 331⁄3% in
aggregate principal amount of all outstanding debt securities issued under the
Senior Indenture voting as one class, by notice in writing to the Issuer and to
the Trustee, if given by the securityholders, may declare the principal of all
such debt securities and interest accrued thereon to be due and payable
immediately, but upon certain conditions such declarations may be annulled and
past defaults may be waived (except a continuing default in payment of
principal, premium, if any, or interest on such debt securities) by the holders
of a majority in aggregate principal amount of the debt securities of all
affected series then outstanding.

     

    If the
face hereof indicates that this Note is subject to “Modified Payment upon Acceleration or
Redemption,” then (a) if the principal hereof is declared to be due and
payable as described in the preceding paragraph, the amount of principal due and
payable with respect to this Note shall be limited to the aggregate principal
amount hereof multiplied by the sum of the Issue Price specified on the face
hereof (expressed as a percentage of the aggregate principal amount) plus the
original issue discount amortized from the Interest Accrual Date to the date of
declaration, which amortization shall be calculated using the “interest method” (computed in
accordance with generally accepted accounting principles in effect on the date
of declaration), (b) for the purpose of any vote of securityholders taken
pursuant to the Senior Indenture prior to the acceleration of payment of this
Note, the principal amount hereof shall equal the amount that would be due and
payable hereon, calculated as set forth in clause (a) above, if this Note were
declared to be due and payable on the date of any such vote and (c) for the
purpose of any vote of securityholders taken pursuant to the Senior Indenture
following the acceleration of payment of this Note, the principal amount hereof
shall equal the amount of principal due and payable with respect to this Note,
calculated as set forth in clause (a) above.

     

    The Senior
Indenture permits the Issuer and the Trustee, with the consent of the holders of
not less than a majority in aggregate principal amount of the debt securities of
all series issued under the Senior Indenture then outstanding and affected
(voting as one class), to execute supplemental indentures adding any provisions
to or changing in any manner the rights of the holders of each series so
affected; provided,
that the Issuer and the Trustee may not, without the consent of the holder of
each outstanding debt security affected thereby, (a) extend the final maturity
of any such debt security, or reduce the principal amount thereof, or reduce the
rate or extend the time of payment of interest thereon, or reduce any amount
payable on redemption thereof, or change the currency of payment thereof, or
modify or amend the provisions for conversion of any currency into any other
currency, or modify or amend the provisions for conversion or exchange of the
debt security for securities of the Issuer or other entities or for other
property or the cash value of the property (other than as provided in the
antidilution provisions or other similar adjustment provisions of the debt
securities or otherwise in accordance with the terms thereof), or impair or
affect 

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    the rights
of any holder to institute suit for the payment thereof or (b) reduce the
aforesaid percentage in principal amount of debt securities the consent of the
holders of which is required for any such supplemental indenture.

     

    Except as
set forth below, if the principal of, premium, if any, or interest on this Note
is payable in a Specified Currency other than U.S. dollars and such Specified
Currency is not available to the Issuer for making payments hereon due to the
imposition of exchange controls or other circumstances beyond the control of the
Issuer or is no longer used by the government of the country issuing such
currency or for the settlement of transactions by public institutions within the
international banking community, then the Issuer will be entitled to satisfy its
obligations to the holder of this Note by making such payments in U.S. dollars
on the basis of the Market Exchange Rate (as defined below) on the date of such
payment or, if the Market Exchange Rate is not available on such date, as of the
most recent practicable date; provided, however, that if the euro has
been substituted for such Specified Currency, the Issuer may at its option (or
shall, if so required by applicable law) without the consent of the holder of
this Note effect the payment of principal of, premium, if any, or interest on
any Note denominated in such Specified Currency in euro in lieu of such
Specified Currency in conformity with legally applicable measures taken pursuant
to, or by virtue of, the Treaty establishing the European Community, as
amended.  Any payment made under such circumstances in U.S. dollars or
euro where the required payment is in an unavailable Specified Currency will not
constitute an Event of Default.  If such Market Exchange Rate is not
then available to the Issuer or is not published for a particular Specified
Currency, the Market Exchange Rate will be based on the highest bid quotation in
the City of New York received by the Exchange Rate Agent (as defined below) at
approximately 11:00 a.m., New York City time, on the second Business Day
preceding the date of such payment from three recognized foreign exchange
dealers (the “Exchange
Dealers”) for the purchase by the quoting Exchange Dealer of the
Specified Currency for U.S. dollars for settlement on the payment date, in the
aggregate amount of the Specified Currency payable to those holders or
beneficial owners of Notes and at which the applicable Exchange Dealer commits
to execute a contract.  One of the Exchange Dealers providing
quotations may be the Exchange Rate Agent unless the Exchange Rate Agent is an
affiliate of the Issuer.  If those bid quotations are not available,
the Exchange Rate Agent shall determine the market exchange rate at its sole
discretion.

     

    The “Exchange Rate Agent” shall be
Deutsche Bank AG, London Branch, unless otherwise indicated on the face
hereof.

     

    All
determinations referred to above made by, or on behalf of, the Issuer or by, or
on behalf of, the Exchange Rate Agent shall be at such entity’s sole discretion
and shall, in the absence of manifest error, be conclusive for all purposes and
binding on holders of Notes and coupons.

     

    So long as
this Note shall be outstanding, the Issuer will cause to be maintained an office
or agency for the payment of the principal of and premium, if any, and interest
on this Note as herein provided in the Borough of Manhattan, 

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    the City
of New York, and an office or agency in said Borough of Manhattan for the
registration, transfer and exchange as aforesaid of the Notes.  If
this Note is listed on the London Stock Exchange plc and such exchange so
requires, the Issuer shall maintain a Paying Agent in London.  If any
European Union Directive on the taxation of savings comes into force, the Issuer
will, to the extent possible as a matter of law, maintain a Paying Agent in a
member state of the European Union that will not be obligated to withhold or
deduct tax pursuant to any such Directive or any law implementing or complying
with, or introduced in order to conform to, such Directive.  The
Issuer may designate other agencies for the payment of said principal, premium
and interest at such place or places outside the United States (subject to
applicable laws and regulations) as the Issuer may decide.  So long as
there shall be such an agency, the Issuer shall keep the Trustee advised of the
names and locations of such agencies, if any are so designated.

     

    With
respect to moneys paid by the Issuer and held by the Trustee or any Paying Agent
for payment of the principal of or interest or premium, if any, on any Notes
that remain unclaimed at the end of two years after such principal, interest or
premium shall have become due and payable (whether at maturity or upon call for
redemption or otherwise), (i) the Trustee or such Paying Agent shall notify the
holders of such Notes that such moneys shall be repaid to the Issuer and any
person claiming such moneys shall thereafter look only to the Issuer for payment
thereof and (ii) such moneys shall be so repaid to the Issuer.  Upon
such repayment all liability of the Trustee or such Paying Agent with respect to
such moneys shall thereupon cease, without, however, limiting in any way any
obligation that the Issuer may have to pay the principal of or interest or
premium, if any, on this Note as the same shall become due.

     

    No
provision of this Note or of the Senior Indenture shall alter or impair the
obligation of the Issuer, which is absolute and unconditional, to pay the
principal of, premium, if any, and interest on this Note at the time, place, and
rate, and in the coin or currency, herein prescribed unless otherwise agreed
between the Issuer and the registered holder of this Note.

     

    Prior to
due presentment of this Note for registration of transfer, the Issuer, the
Trustee and any agent of the Issuer or the Trustee may treat the holder in whose
name this Note is registered as the owner hereof for all purposes, whether or
not this Note be overdue, and none of the Issuer, the Trustee or any such agent
shall be affected by notice to the contrary.

     

    No
recourse shall be had for the payment of the principal of, premium, if any, or
the interest on this Note, for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Senior Indenture or any indenture
supplemental thereto, against any incorporator, shareholder, officer or
director, as such, past, present or future, of the Issuer or of any successor
corporation, either directly or through the Issuer or any successor corporation,
whether by virtue of any constitution, statute or rule of law or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    This Note
shall for all purposes be governed by, and construed in accordance with, the
laws of the State of New York.

     

    As used
herein:

     

    (a)           the
term “Business Day”
means any day other than a day that (i) is a Saturday or Sunday, (ii) is a day
on which banking institutions generally, in New York City or London, England,
are authorized or obligated by law, regulation or executive order to close; or
(iii) is a day on which transactions in dollars are not conducted in New York
City or London, England; and, in addition, (x) for Notes having a specified
currency other than U.S. dollars only, other than Notes denominated in euros,
any day that in the principal financial center (as defined below) of the country
of the specified currency is not a day on which banking institutions generally
are authorized or obligated by law to close; and (y) for Notes denominated in
euros, a day on which TARGET is operating (a “TARGET Settlement
Day”);

     

    (b)           the
term “Market Exchange
Rate” means the noon U.S. dollar buying rate in the City of New York for
cable transfers of the Specified Currency indicated on the face hereof published
by the Federal Reserve Bank of New York;

     

    (c)           the
term “Notices” refers to
notices to the holders of the Notes at each holder’s address as that address
appears in the register for the Notes by first class mail, postage prepaid, and
to be given by publication in an authorized newspaper in the English language
and of general circulation in the Borough of Manhattan, the City of New York,
and London or, if publication in London is not practical, in an English language
newspaper with general circulation in Western Europe; provided, that notice may be
made, at the option of the Issuer, through the customary notice provisions of
the clearing system or systems through which beneficial interests in this Note
are owned.  Such Notices will be deemed to have been given on the date
of such publication (or other transmission, as applicable), or if published in
such newspapers on different dates, on the date of the first such
publication;

     

    (d)           the
term “principal financial
center” means the capital city of the country issuing the specified
currency. However, for Australian dollars, Canadian dollars and Swiss francs,
the principal financial center will be Sydney, Toronto and Zurich,
respectively;

     

    (e)           the
term “TARGET” means the
Trans-European Automated Real-time Gross Settlement Express Transfer System;
and

     

    (f)           the
term “United States”
means the United States of America (including the States and the District of
Columbia), its territories, its possessions and other areas subject to its
jurisdiction.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    All other
terms used in this Note which are defined in the Senior Indenture and not
otherwise defined herein shall have the meanings assigned to them in the Senior
Indenture.

     

    


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    ABBREVIATIONS

     

    The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:

     

    


    
      	
               
      

            	
              TEN
      COM  --  as tenants in
  common

            


    

    
      	
               
      

            	
              TEN
      ENT   --  as tenants by the
      entireties

            


    

    
      	
               
      

            	
              JT
      TEN       --  as joint
      tenants with right of survivorship and not as tenants in
      common

            


    

    


    UNIF GIFT
MIN ACT -- _______________________________ Custodian
____________________________

    (Minor)                                                  (Cust)

    


    Under
Uniform Gifts to Minors
Act ____________________________________________________________

    (State)

    


    Additional
abbreviations may also be used though not in the above list.

     

      
        

      

    

    


    
    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    FOR VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto

     

    
      
        

      

    

    [PLEASE
INSERT SOCIAL SECURITY OR OTHER

       IDENTIFYING
NUMBER OF ASSIGNEE]

     

    
      
        

      

       

      
        

      

       

      
        

      

       

    

    [PLEASE
PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]

     

    the within
Note and all rights thereunder, hereby irrevocably constituting and appointing
such person attorney to transfer such note on the books of the Issuer, with full
power of substitution in the premises.

     

    Dated: ___________________                                     

     

    
      	
              NOTICE:

            	
              The
      signature to this assignment must correspond with the name as written upon
      the face of the within Note in every particular without alteration or
      enlargement or any change
whatsoever.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    OPTION
TO ELECT REPAYMENT

     

    The
undersigned hereby irrevocably requests and instructs the Issuer to repay the
within Note (or portion thereof specified below) pursuant to its terms at a
price equal to the principal amount thereof, together with interest to the
Optional Repayment Date, to the undersigned at

     

    
      
        

      

       

      
        

      

       

      
        

      

       

    

    
      
 

    (Please
print or typewrite name and address of the undersigned)

     

    If less
than the entire principal amount of the within Note is to be repaid, specify the
portion thereof which the holder elects to have repaid:  ; and specify
the denomination or denominations (which shall not be less than the minimum
authorized denomination) of the Notes to be issued to the holder for the portion
of the within Note not being repaid (in the absence of any such specification,
one such Note will be issued for the portion not being repaid):

     

    
      	
              Dates:

            	 
      	 
      	 
      
	 
      	 
      	
              NOTICE:  The
      signature on this Option to Elect Repayment must correspond with the name
      as written upon the face of the within instrument in every particular
      without alteration or enlargement.

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
I

    


    The
Current Outstanding Face Amount indicated below shall not exceed
$500,000,000.

    


    
      	
              Date

            	
              Face
      Amount of Securities Issued

            	
              Face
      Amount of Securities Cancelled

            	
              Current
      Outstanding Face Amount

            	
              Initials
      of Trustee Officer

            
	
              June
      19, 2008

            	
              $5,000,000

            	
              --

            	
              $5,000,000

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    FORM
OF OFFER FOR REPURCHASE

     

    [PART A:
TO BE COMPLETED BY THE BENEFICIAL OWNER]

     

    Dated:
[Desired Valuation Date]

    Deutsche
Bank Securities Inc., as Repurchase Agent (“DBSI”)

    Fax:
917-512-9226

     

    
      	
              Re:

            	
              ETNs
      linked to the Deutsche Bank Liquid Commodity Index – Optimum Yield
      Industrial MetalsTM
      Excess Return due June 1, 2038 issued by Deutsche Bank AG (the
      “ETNs”)

            


    

     

    
      	
               
      

            	
              o

            	
              PowerShares
      DB Base Metals Double Short Exchange Traded Notes (CUSIP Number: 25154K 85
      8)

            


    

     

    
      	
               
      

            	
              o

            	
              PowerShares
      DB Base Metals Double Long Exchange Traded Notes (CUSIP Number: 25154K 84
      1)

            


    

     

    
      	
               
      

            	
              o

            	
              PowerShares
      DB Base Metals Short Exchange Traded Notes (CUSIP Number: 25154K 83
      3)

            


    

     

    
      	
               
      

            	
              o

            	
              PowerShares
      DB Base Metals Long Exchange Traded Notes (CUSIP Number: 25154K 82
      5)

            


    

     

    (Please
check only one offering of ETNs)

     

    The
undersigned beneficial owner hereby irrevocably offers to Deutsche Bank AG
(“Deutsche Bank”) the right to repurchase the ETNs in the amounts and on the
date set forth below.

     

    Name of
beneficial holder:

     

    Stated
Principal Amount of ETNs offered for repurchase (You must offer at least 200,000
ETNs or an integral multiple of 50,000 ETNs in excess thereof for repurchase at
one time for your offer to be valid.):

     

    Applicable
Valuation Date:                     ,
20    

     

    Applicable
Repurchase Date:                     ,
20    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Contact
Name:

     

    Telephone
#:

     

    My ETNs
are held in the following DTC Participant’s Account (the following information
is available from the broker through which you hold your ETNs):

     

    Name:

    DTC
Account Number (and any relevant sub-account):

    Contact
Name:

    Telephone
Number:

     

    Acknowledgement:
In addition to any other requirements specified in the Pricing Supplement being
satisfied, I acknowledge that the ETNs specified above will not be repurchased
unless (i) this offer, as completed and signed by the DTC Participant
through which my ETNs are held (the “DTC Participant”), is delivered to DBSI by
10:00 a.m. on the desired Valuation Date, (ii) the DTC Participant has
booked a “delivery vs. payment” (“DVP”) trade on the applicable Valuation Date
facing DBSI, and (iii) the DTC Participant instructs DTC to deliver the DVP
trade to DBSI as booked for settlement via DTC at or prior to 10:00 a.m. on the
applicable Repurchase Date.

     

    The
undersigned acknowledges that Deutsche Bank and DBSI will not be responsible for
any failure by the DTC Participant through which such undersigned’s ETNs are
held to fulfill the requirements for repurchase set forth above.

     

     

    
      	 
      	 
	 
      	 
	 
      	 
	
              [Beneficial
      Holder]

            	 


    

     

    PART B OF
THIS NOTICE IS TO BE COMPLETED BY THE DTC PARTICIPANT IN WHOSE ACCOUNT THE ETNS
ARE HELD AND DELIVERED TO DBSI BY 10:00 a.m. ON THE DESIRED VALUATION DATE
 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    BROKER’S
CONFIRMATION OF REPURCHASE

     

    [PART B:
TO BE COMPLETED BY BROKER]

     

    Dated:
[Desired Valuation Date]

    Deutsche
Bank Securities Inc., as Repurchase Agent

     

    
      	
              Re:

            	
              ETNs
      linked to the Deutsche Bank Liquid Commodity Index – Optimum Yield
      Industrial MetalsTM
      Excess Return due June 1, 2038 issued by Deutsche Bank AG (the
      “ETNs”)

            


    

     

    
      	
               
      

            	
              o

            	
              PowerShares
      DB Base Metals Double Short Exchange Traded Notes (CUSIP Number: 25154K 85
      8)

            


    

     

    
      	
               
      

            	
              o

            	
              PowerShares
      DB Base Metals Double Long Exchange Traded Notes (CUSIP Number: 25154K 84
      1)

            


    

     

    
      	
               
      

            	
              o

            	
              PowerShares
      DB Base Metals Short Exchange Traded Notes (CUSIP Number: 25154K 83
      3)

            


    

     

    
      	
               
      

            	
              o

            	
              PowerShares
      DB Base Metals Long Exchange Traded Notes (CUSIP Number: 25154K 82
      5)

            


    

     

    (Please
check only one offering of ETNs)

     

    Dear
Sirs:

     

    The
undersigned holder of the ETNs checked above hereby irrevocably offers to
Deutsche Bank AG the right to repurchase, on the Repurchase Date of                     ,
with respect to the Stated Principal Amount of ETNs indicated below as described
in the pricing supplement relating to the ETNs (the “Pricing Supplement”). Terms
not defined herein have the meanings given to such terms in the Pricing
Supplement.

     

    The
undersigned certifies to you that it will (i) book a delivery vs. payment
trade on the Valuation Date with respect to the Stated Principal Amount of ETNs
specified below at a price per ETN equal to the Repurchase Value, facing
Deutsche Bank Securities Inc., DTC #0573 and (ii) deliver the trade as
booked for settlement via DTC at or prior to 10:00 a.m. New York City time on
the Repurchase Date.

     

    Very truly
yours,

    [NAME OF
DTC PARTICIPANT HOLDER]

     

      
        

      

    

     

    
      
        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Contact
Name:

    Title:

    Telephone:

    Fax:

    E-mail:

     

    Stated
Principal Amount of ETNs offered for repurchase (You must offer at least 200,000
ETNs or an integral multiple of 50,000 ETNs in excess thereof for repurchase at
one time for your offer to be valid.):

    
      
        

      

       

      
        
          

        

      

    

     

    DTC # (and
any relevant sub-account):