Exhibit
      4.2

     

    
      
        	
                REGISTERED

                
                  PRICING
                    SUPPLEMENT 208

                  CERTIFICATE
                    NO. 1

                

              	
                CUSIP
                  NO. 25153Q 70 8

              


      

    

     

     

    ELEMENTSSM

    Linked
      to
      the Morningstar®
      Wide Moat FocusSM Total Return
      Index

    due
      October 24, 2022

     

    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.

     

    As
      used
      herein, “this Security” means this master global security
      certificate and “Securities” means the book-entry securities
      represented by this Security.

     

    
      	
              ISSUER:

            	
              Deutsche
                Bank AG, London Branch

            
	 	 
	
              PRINCIPAL
                AMOUNT:

            	
              At
                any time, the outstanding Principal Amount of this Security shall
                be the
                last amount set forth on Schedule I hereto under the heading “Current
                Principal 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 Principal
                Amount of Securities represented by this Security, provided, however,
                that
                in no event may the Current Principal Amount represented by this
                Security
                exceed $250,000,000.

               

              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

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        	
                PRINCIPAL
                  AMOUNT:

              	
                cancelled
                  through the DTC book-entry system, the Trustee shall make notations
                  on
                  Schedule I to evidence such cancellation and the new aggregate
                  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 Principal 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. 

              


      

       

    

    
      	
              MATURITY
                DATE:

            	
              October
                24, 2022

            
	 	 
	
              INTEREST
                RATE:

            	
              This
                Security will not bear interest (except as provided herein in the
                event of
                default in the payment of the Principal Amount when due or in the
                payment
                of the Repurchase Value of Securities duly offered for repurchase
                hereunder).

            
	 	 
	
              SPECIFIED
                CURRENCY:

            	
              U.S.
                Dollars.

            
	 	 
	
              INDEX:

            	
              Morningstar®
                Wide Moat
                FocusSM
                Total Return Index or any Successor Index (as defined herein) as
                it may be
                modified, replaced or adjusted from time to time as described under
                “Discontinuance or Modification of the Index” below.

            
	 	 
	
              INDEX
                COMPONENTS:

            	
              At
                any time, the common stocks that make up the Index at such
                time.

            
	 	 
	
              INDEX
                SPONSOR:

            	
              Morningstar,
                Inc.

            
	 	 
	
              REDEMPTION
                AMOUNT AT

              MATURITY:

            	
              The
                Principal Amount of this Security on the Maturity Date times the
                Index Factor on the Final Valuation Date times the Fee Factor on
                the Final Valuation Date.

            
	 	 
	
              INDEX
                FACTOR:

            	
              On
                (a) the Final Valuation Date, the average of the closing levels of
                the
                Index for the five Trading Days immediately prior to and including
                the
                Scheduled Final Valuation Date (the “Calculation Period”)
                divided by the Initial Index


            


    

     

    
      
        
        

      

      
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                Level,
                  and (b) any other Valuation Date, the closing level of the Index
                  on such
                  Valuation Date divided by the Initial Index Level, in each case
                  (i) as published by the Index Sponsor or, if the Index Sponsor
                  does not
                  publish such a price, as quoted by another publicly available source
                  selected by the Calculation Agent in its reasonable judgment or,
                  if no
                  such other source is available, as calculated by the Calculation
                  Agent in
                  good faith, and (ii) subject to the occurrence of a Market Disruption
                  Event or the Discontinuance or Modification of the
                  Index.

              


      

       

    

    
      	
              FEE
                FACTOR:

            	
              On
                any Valuation Date, including the Final Valuation Date, one minus
                the
                product of (i) 0.75% and (ii) the number of days elapsed from the
                Inception Date to and including such Valuation Date divided by
                365.

               

            
	 	 
	
              INITIAL
                INDEX LEVEL:

            	
              2,646.02

            
	 	 
	
              VALUATION
                DATE:

            	
              Each
                Trading Day from October 25, 2007 to October 4, 2022 inclusive
                and October 18, 2022 (which is referred to as the Final Valuation
                Date),
                unless the Calculation Agent determines that a Market Disruption
                Event
                occurs or is continuing on that day. A Valuation Date may be postponed
                due
                to a Market Disruption Event up to five scheduled Trading Days. If
                postponement of a Valuation Date due to a Market Disruption Event
                occurs,
                such postponement will continue until the next Trading Day on which
                there
                is no Market Disruption Event, up to five scheduled Trading Days.
                If a
                Market Disruption Event causes the postponement of a Valuation Date
                for
                more than five scheduled Trading Days, the level of the Index for
                the
                related Repurchase Date (as defined below) will be determined (or,
                if not
                determinable, estimated) by the Calculation Agent in a manner which
                it
                considers commercially reasonable under the circumstances on such
                Valuation Date, as postponed. If a Valuation Date is postponed, the
                corresponding Repurchase Date will also be postponed so that such
                Repurchase Date occurs on the third Business Day following the Valuation
                Date as postponed.

            
	 	 
	
              FINAL
                VALUATION DATE:

            	
              October
                18, 2022 or, if such day is not a Trading Day, the next succeeding
                Trading
                Day (the “Scheduled Final Valuation Date”),
                unless

            


    

    


    
      
        
        

      

      
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                  postponed
                    as described below. If the Calculation Agent determines that
                    a Market
                    Disruption Event occurs or is continuing during the Calculation
                    Period,
                    then the Calculation Agent will postpone the Final Valuation
                    Date until
                    there are five Trading Days on which there is no Market Disruption
                    Event
                    occurring, but in no event will the Final Valuation Date be postponed
                    by
                    more than five scheduled Trading Days. If there are fewer than
                    five
                    Trading Days during the Calculation Period and the five scheduled
                    Trading
                    Days after the Calculation Period (the “Extended Valuation
                    Period”), the Index Factor will equal the average of the closing
                    levels of the Index on those Trading Days. If there is one Trading
                    Day
                    during the Calculation Period and Extended Valuation Period,
                    the Index
                    Factor will equal the closing level of the Index on that Trading
                    Day. If
                    there are no Trading Days during the Calculation Period and Extended
                    Valuation Period, then the Index Factor will be calculated by
                    reference to
                    the closing level of the Index determined (or, if not determinable,
                    estimated by the Calculation Agent in a manner which it considers
                    commercially reasonable under the circumstances) on the final
                    scheduled
                    Trading Day in the Extended Valuation Period. If the Final Valuation
                    Date
                    is postponed due to a Market Disruption Event as described above,
                    the
                    Maturity Date will also be postponed by an equal number of Business
                    Days
                    up to five Business Days.

                


        

         

      

    

    
      	
              REPURCHASE
                DATE:

            	
              Each
                day that is the third Business Day following a Valuation Date (but
                in no
                event earlier October 30, 2007 or later than October 7, 2022 or,
                if such day is not a Business Day, the next succeeding Business Day),
                subject to postponement as provided under “Valuation Date” above in the
                event of a Market Disruption Event.

            
	 	 
	
              REPURCHASE
                OPTION:

            	
              Any
                holder of Securities represented by this Security may elect to offer
                Securities for repurchase by the Issuer on any Repurchase Date in
                an
                aggregate principal amount of $2,500,000 or more by following the
                procedures set forth below.

            
	 	 
	 	
              ·     
                Cause its broker to deliver an irrevocable Offer to Repurchase,
                in
                the form set forth in Annex A

            


    

     

    
      
        
        

      

      
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                to
                  this Security, to Deutsche Bank Securities Inc. (“DBSI”)
                  by 4:00 p.m., New York City time, on the Business Day immediately
                  preceding the Valuation Date three Business Days prior to the applicable
                  Repurchase Date and DBSI must have acknowledged receipt from such
                  broker
                  in order for such Offer to Repurchase to be effective;

                 

                ·     
                  Cause its broker to book a delivery vs. payment trade with
                  respect
                  to the Securities offered for repurchase on such Valuation Date
                  at a price
                  equal to the Repurchase Value on such Valuation Date, facing DBSI;
                  and

                 

                ·     
                  Cause the DTC custodian through which it holds such Securities
                  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.

              


      

       

    

    
      	 	
              Upon
                compliance with the foregoing procedures, the Issuer will purchase
                the
                Securities offered for repurchase on the Repurchase Date at a price
                equal
                to their applicable Repurchase Value.

            
	 	 
	 	
              If
                payment of the repurchase price for any Securities duly offered for
                repurchase in accordance with the terms hereof is deferred beyond
                the
                originally scheduled Repurchase Date due to a Market Disruption Event
                as
                provided under “Valuation Date” above, no interest or other amount will
                accrue or be payable with respect to such deferred
                payment.

            
	 	 
	
              REPURCHASE
                VALUE:

            	
              For
                any Securities duly offered for repurchase in accordance with the
                terms
                thereof on any Repurchase Date, the Principal Amount of such Securities
                times the Index Factor on the Valuation Date related to such
                Repurchase Date times the Fee Factor on such Valuation
                Date.

            
	 	 
	
              MARKET
                DISRUPTION EVENTS:

            	
              Any
                of the following will be a Market Disruption Event, as determined
                by the
                Calculation Agent:

            
	 	 
	 	
              ·any
                suspension
                of, absence or material limitation on trading on the primary exchange
                on
                which the Index Components trade as


            


    

     

    
      
        
        

      

      
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                determined
                  by the Calculation Agent (without taking into account any extended
                  or
                  after-hours trading session), in 20% or more of the number of stocks
                  that
                  then comprise the Index or any Successor
                  Index;

              


      

       

    

    
      	 	
              ·     
                any event that disrupts or impairs (as determined by the
                Calculation Agent) the ability of market participants in general
                to effect
                transactions in, or obtain market values for, 20% or more of the
                number of
                stocks that then comprise the Index or any Successor
                Index;

            
	 	 
	 	
              ·     
                a breakdown or failure in the price and trade reporting systems
                of
                any relevant exchange as a result of which the reported trading prices
                for
                stocks then constituting 20% or more of the number of stocks that
                then
                comprise the Index or any Successor Index during the one hour preceding
                the close of the principal trading session on such relevant exchange
                are
                materially inaccurate;

            
	 	 
	 	
              ·     
                if in the future, such markets become relevant to the calculation
                or hedging of the Index, any suspension of or material limitation
                on
                trading on the primary exchanges that trade options contracts or
                futures
                contracts related to the Index Components as determined by the Calculation
                Agent (without taking into account any extended or after-hours trading
                session), whether by reason of movements in price otherwise exceeding
                levels permitted by the relevant exchange or otherwise, in option
                contracts or futures contracts related to the Index or any Successor
                Index; or

            
	 	 
	 	
              ·     
                any other event, if the Calculation Agent determines that
                such
                event materially interferes with the ability of the Issuer to enter
                into a
                hedge or unwind all or a material portion of a hedge that the Issuer
                has
                effected or may effect with respect to the Securities represented
                hereby.

            
	 	 
	 	
              For
                the purpose of determining whether a Market Disruption Event has
                occurred:

            


    

     

    
      
        
        

      

      
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              ·     
                a limitation on the hours in a Trading Day and/or number of
                days of
                trading will not constitute a Market Disruption Event if it results
                from
                an announced change in the regular business hours of the relevant
                exchange;

            
	 	 
	 	
              ·     
                a decision to permanently discontinue trading in the relevant
                futures or options contracts related to the Index, or any Successor
                Index,
                will not constitute a Market Disruption Event;

            
	 	 
	 	
              ·     
                a suspension in trading in a futures or options contract on
                the
                Index, or any Successor Index, by a major securities market by reason
                of
                (a) a price change violating limits set by that securities market,
                (b) an
                imbalance of orders relating to those contracts or (c) a disparity
                in bid
                and ask quotes relating to those contracts will constitute a suspension
                of
                or material limitation on trading in futures or options contracts
                related
                to the Index or any Successor Index;

            
	 	 
	 	
              ·     
                a suspension of or material limitation on trading on the relevant
                exchange will not include any time when that exchange is closed for
                trading under ordinary circumstances; and

            
	 	 
	 	
              ·     
                for the purpose of the first bullet of the definition of Market
                Disruption Event above, any limitations on trading during significant
                market fluctuations under NYSE Rule 80B, or any applicable rule or
                regulation enacted or promulgated by the NYSE or any other self regulatory
                organization or the Securities and Exchange Commission of similar
                scope as
                determined by the Calculation Agent, will be considered
                “material.”

            
	 	 
	
              DISCONTINUANCE
                OR

              MODIFICATION

              OF
                THE INDEX:

            	
              If
                the Index Sponsor discontinues compilation or publication of the
                Index and
                the Index Sponsor or any other person or entity calculates and publishes
                an index that the Calculation Agent determines is comparable to the
                Index
                and approves as a “Successor Index,” then the Calculation Agent
                will

            


    

     

    
      
        
        

      

      
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                determine
                  the level of the Index on the applicable Valuation Date and the
                  Redemption
                  Amount at Maturity or the amount payable upon repurchase of Securities
                  by
                  the Issuer by reference to such Successor Index for the period
                  following
                  the discontinuation of the Index.

              


      

       

    

    
      	 	
              If
                the Calculation Agent determines that the publication of the Index
                is
                discontinued and that there is no applicable Successor Index, or
                that the
                closing level of the Index is not available because of a Market Disruption
                Event or for any other reason, on the date on which the level of
                the Index
                is required to be determined, or if for any other reason the 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 the Index.

            
	 	 
	 	
              If
                the Calculation Agent determines that the Index, the Index Components
                or
                the method of calculating the Index 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 the Index or method
                of
                calculating the Index as it believes are appropriate to ensure that
                the
                level of the Index used to determine the Redemption Amount at Maturity
                or
                the amount payable upon any repurchase of Securities by the Issuer
                is
                equitable.

            
	 	 
	 	
              All
                determinations and adjustments to be made by the Calculation Agent
                with
                respect to the level of the Index and the Redemption Amount at Maturity
                or
                the amount payable upon any repurchase of Securities by the Issuer
                or
                otherwise relating to the level of the Index may be made in the
                Calculation

            
	 	 


    

     

    
      
        
        

      

      
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                Agent’s
                  sole discretion.

              


      

       

    

    
      	
              BUSINESS
                DAY:

            	
              A
                Monday, Tuesday, Wednesday, Thursday or Friday that is not a day
                on which
                banking institutions in New York City or London, England generally
                are
                authorized or obligated by law, regulation or executive order to
                close.

            
	 	 
	
              TRADING
                DAY:

            	
              Any
                day on which (i) the level of the Index is calculated and published,
                (ii) trading is generally conducted on the New York Stock Exchange
                (“NYSE”), NYSE Arca, the Nasdaq Stock Market and the
                American Stock Exchange and (iii) trading is generally conducted on
                the markets on which the stocks underlying the Index are traded,
                in each
                case as determined by the Calculation Agent in its sole
                discretion.

            
	 	 
	
              AUTHORIZED
                DENOMINATIONS:

            	
              $10
                and integral multiples of $10 in excess thereof.

            
	 	 
	
              CALCULATION
                AGENT:

            	
              Deutsche
                Bank AG, London Branch

            
	 	 
	
              INDEX
                CALCULATION AGENT:

            	
              Dow
                Jones & Company, Inc.

            
	 	 
	
              FORM:

            	
              Book-Entry.

            
	 	 
	
              REDEMPTION
                AT THE COMPANY’S OPTION (other than for tax reasons):

            	
              None.

            
	 	 


    

     

     

    
 

    
      
        
        

      

      
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    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 Redemption Amount at Maturity
      set forth
      above on the Maturity Date shown above and, upon satisfaction of the conditions
      for the Repurchase Option, the applicable Repurchase Value set forth above
      on
      the applicable Repurchase Date.

     

    Any
      payment of the Redemption Amount at Maturity on the Maturity Date and any
      payment of the Repurchase Value payable upon any repurchase of Securities by
      the
      Issuer or any other amount in respect of this Security (including any additional
      amounts as described below) will be made by the Issuer in U.S.
      dollars.  Any payment required to be made in respect of this Security
      on a date that is not a Business Day for such payment need not be made on such
      date, but may be made on the next succeeding Business Day for such payment
      with
      the same force and effect as if made on such date, and no interest shall accrue
      as a result of such delayed payment.

     

    This
      Security is one of a duly authorized issue of Global Notes, Series A of the
      Issuer (the “Notes”).  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
      “SeniorIndenture”), 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.

     

    This
      Security 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.

     

    The
      total
      amount of the Redemption Amount at Maturity will be made available to the
      Trustee on the Maturity Date. As soon as possible thereafter, the Trustee will
      make such payments to the Depository in accordance with existing arrangements
      between the Trustee and the Depository. The Depository will allocate such
      payments to each book-entry Security represented by this Security then
      outstanding and will make payments to the participants therein in accordance
      with its existing operating procedures. Neither the Issuer nor the Trustee
      shall
      have any responsibility or liability for such payments by the Depository. So
      long as the Depository or its nominee is the Holder of this Security, the
      Depository or its nominee, as the case may be, will be considered the holder
      of
      the Securities for all purposes under the senior Indenture.

     

    
      
        
        

      

      
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    The
      total
      amount of the Repurchase Value payable upon the repurchase of Securities by
      the
      Issuer on any Repurchase Date will be paid by the Issuer pursuant to
      arrangements agreed between the Issuer and the Trustee.  Upon
      surrender of such Securities by the Issuer to the Trustee, the Trustee will
      record such repurchase and reduce the Current Principal Amount on Schedule
      I
      hereto.

     

    This
      Security will not be subject to any sinking fund and will not be redeemable
      at
      the option of the Issuer.

     

    In
      case
      this Security shall at any time become mutilated, defaced or be destroyed,
      lost
      or stolen, and this Security 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 Security of like tenor
      in exchange for this Security, but, in the case of any destroyed or lost or
      stolen Security, only upon receipt of evidence satisfactory to the Trustee
      and
      the Issuer that this Security was destroyed or lost or stolen and, if required,
      upon receipt also of 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 Security shall be
      borne by the owner of the Security mutilated, defaced, destroyed, lost or
      stolen.

     

    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
      coupons on, any series of debt securities issued under the Senior Indenture,
      including the series of Senior Global Note of which this Security 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 outstanding debt securities issued
      thereunder, including this Security, 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.

     

    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

     

    
      
        
        

      

      
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    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 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.

     

    So
      long as
      this Security 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, on
      this Security as herein provided in the Borough of Manhattan, 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 Securities.  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 premium, if any, on any Securities that
      remain unclaimed at the end of two years after such principal or premium shall
      have become due and payable (whether at maturity or upon repurchase or
      otherwise), (i) the Trustee or such Paying Agent shall notify the holders of
      such Securities 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 premium, if
      any,
      on this Security as the same shall become due.

     

    No
      provision of this Security or of the Senior Indenture shall alter or impair
      the
      obligation of the Issuer, which is absolute and unconditional, to pay the
      principal of and premium, if any, on this Security 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 Security.

     

    Prior
      to
      due presentment of this Security 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 Security is registered as the owner hereof for all purposes, whether
      or not this Security 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 or premium, if any,
      on
      this Security, 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.

     

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

     

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

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    This
      Security shall not become valid or obligatory for any purpose unless and until
      this Security has been authenticated by Law Debenture Trust Company of New
      York,
      or its successor, as Trustee.

     

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

     

    
      	
              Dated:
                October 23, 2007

            	
              DEUTSCHE
                BANK AG, LONDON BRANCH

            
	 	 	 	 	 	 
	 	 	
              By:

            	
              /S/
                RICHARD FERGUSON

            	 
	 	 	 	
              Name:

            	
              Richard
                Ferguson

            	 
	 	 	 	
              Title:

            	
              Managing
                Director

            	 
	 	 	 	 	 	 
	 	 	
              By:

            	
              /S/
                JOSEPH J. RICE

            	 
	 	 	 	
              Name:

            	
              Joseph
                J. Rice

            	 
	 	 	 	
              Title:

            	
              Director

            	 


    

     

    
       

      
        	
                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:

              	
                /S/
                  JAMES JONES

              	 
	 	
                Authorized
                  Officer

              


      

      


    

     

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

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

     

    Dated:                                      Signature:______________________________

     

    
      	
              NOTICE:

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

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      I

    


    The
      Current Principal Amount indicated below shall not exceed
      $250,000,000.

    


    
      	
              Date

            	
              Principal
                Amount

              of
                Securities Issued

            	
              Principal
                Amount

              of
                Securities

              Cancelled

            	
              Current
                Principal

              Amount

            	
              Initials
                of

              Trustee

              Officer

            
	
              October
                23, 2007

            	
              $6,000,000

            	
              --

            	
              $6,000,000

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    ANNEX
      A

     

    FORM
      OF OFFER FOR REPURCHASE

     

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

     

    Dated:

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

    Fax:
      917-512-9226

     

    Re:
      ELEMENTSSM
      Linked to the Morningstar® Wide Moat
      FocusSM Total Return
      Index
      due October 24, 2022 issued by Deutsche Bank AG (the “ELEMENTS”)

     

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

     

    Name
      of
      beneficial holder:

     

    Stated
      principal amount of ELEMENTS offered for repurchase (You must offer at least
      250,000 ELEMENTS ($2,500,000 stated principal amount) for repurchase at one
      time
      for your offer to be valid.):

     

    Applicable
      valuation date: _________, 20__

     

    Applicable
      repurchase date: __________, 20__

     

    Contact
      Name:

     

    Telephone
      #:

     

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

     

    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 ELEMENTS specified above will not be
      repurchased unless (i) this offer, as completed and signed by the DTC
      Participant through which my ELEMENTS are held (the “DTC Participant”), is
      delivered to DBSI by 4:00 p.m. on the business day immediately preceding the
      applicable 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.

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

     

    The
      undersigned acknowledges that Deutsche Bank and DBSI will not be responsible
      for
      any failure by the DTC Participant through which such undersigned’s ELEMENTS 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
      ELEMENTS ARE HELD AND DELIVERED TO DBSI BY 4:00 P.M. ON THE BUSINESS DAY
      IMMEDIATELY PRECEDING THE APPLICABLE VALUATION DATE

     

     

     

     

     

     

     

     

     

     

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

     

    BROKER’S
      CONFIRMATION OF REPURCHASE

     

     

    [PART
      B: TO BE COMPLETED BY BROKER]

     

    Dated:

    Deutsche
      Bank Securities Inc., as Repurchase Agent

     

    Re:
      ELEMENTSSM
      Linked to the Morningstar® Wide Moat
      FocusSM Total Return
      Index
      due October 24, 2022 issued by Deutsche Bank AG (the “ELEMENTS”)

     

    Dear
      Sirs:

     

            The
      undersigned holder of ELEMENTSSM Linked to
      the
      Morningstar®
      Wide Moat FocusSM Total Return
      Index
      due October 24, 2022 issued by Deutsche Bank AG, CUSIP No. 25153Q 70 8 (the
      “ELEMENTS”) hereby irrevocably offers to Deutsche Bank AG the right to
      repurchase, on the Repurchase Date of _________, with respect to the number
      of the stated principal amount of ELEMENTS indicated below as described in
      the
      pricing supplement relating to the ELEMENTS (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 ELEMENTS
      specified below at a price per ELEMENT 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 ELEMENTS offered for repurchase (You must offer at least
      250,000 ELEMENTS ($2,500,000 stated principal amount) for repurchase at one
      time
      for your offer to be valid.):

     

     
      
        

      

    

     

    DTC
      # (and
      any relevant sub-account):

     
      
        

      

    

    
 

    18